The Supply of Services

The following terms together with the documents referred to by them set out the agreement for the supply of services purchased from Touch Medical Media Group Holdings Limited or one of its subsidiaries (Touch Medical Media Services Limited; Touch Independent Medical Education Limited; or Touch Medical Communications Limited) or other licensors (which includes other users)

Please ensure you have read and understand these terms as you will be bound by them once you order any services. Your attention is drawn in particular to the provisions of clause 11. If you do not understand any term, please contact us before ordering.

Touch Medical Media Group Holdings Limited can be contacted by:

Phone: 0207 1933009

Email: hello@touchmedicalmedia.com

Post: Touch Medical Media Group Holdings Limited, Lancashire Gate, 21 Tiviot Dale, Stockport, Cheshire, SK1 1TD

1. INTERPRETATION 
   1. In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:
      1. Applicable Law means all applicable laws, statutes, regulations and codes from time to time in force.
      2. Charges means the charges payable by the Client for the supply of the Services in accordance with clause 5.
      3. Conditions means these terms and conditions as amended from time to time in accordance with clause 17.g).
      4. Client means the person, company or firm who purchases the Services from the Company.
      5. Client Materials means any documents, materials, or other information provided by the Client to the Company in connection with the Services, including the items provided pursuant to clause 4.a);
      6. Company means Touch Medical Media Limited a company incorporated and registered in England and Wales with company number 08197142 whose registered office is at The White House, Mill Road, Goring-On-Thames, RG8 9DD, United Kingdom;
      7. Company Materials means any documents or other materials, and any data or other information provided by the Company in connection with or relating to the Services;
      8. Contract means the contract between the Company and the Client for the supply of Services in accordance with these Conditions.
      9. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures are as defined in the Data Protection Legislation.
      10. Data Protection Legislation means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
      11. Deliverables means the products and materials produced by the Company for the Client, including deliverables set out in the Order.
      12. Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      13. Services means the services, including Deliverables, supplied by the Company to the Client as set out in the Specification as defined in clause 3.a).
      14. UK Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2. Basis of Contract 
   1. An order by the Client for the supply of Services will be set out in a purchase order form (Order). The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions. The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence. The Contract cannot be amended or withdrawn without the Company’s prior written agreement.
   2. The Contract constitutes the entire agreement between the parties and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
   3. The Company makes no express warranties and specifically disclaims any implied warranties, including any implied warranty of merchantability or fitness for a particular purpose, with respect to the performance of Services under the Contract and these Conditions to the extent permissible by law.
   4. The Company does not guarantee, and nothing contained in the Contract or these Conditions shall be construed as a guarantee, that the Service performed or to be performed by the Client will achieve any projected level of results.
   5. Whilst every care is taken to avoid mistakes, the Company cannot accept liability for any errors and/or omissions due to third parties, subcontractors or inaccurate copy instructions.
   6. While the Company will use reasonable endeavours to verify the accuracy of any samples, drawings, descriptive matter or advertising it issues, and any descriptions or illustrations contained in the catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
   7. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   8. Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 21 days from its date of issue.
3. Supply of Services
   1. The Company shall, so far as is reasonably practicable, supply the Services to the Client in accordance with the description or specification for the Services agreed in writing between the Company and the Client (Specification) in all material respects.
   2. The Company shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
   3. The Company shall have the right to make changes to the Services or amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.
   4. The Company warrants to the Client that the Services will be provided using reasonable care and skill.
4. Obligations of the Client 
   1. Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Company with all documents, materials, data or other information that the Company may reasonably require in order to supply the Services, within sufficient time to enable the Company to provide the Services in accordance with the Contract and the Conditions and ensure that such documents, materials, data and information provided is accurate in all material respects.
   2. The Client shall afford to the Company all reasonable co-operation in all matters relating to the performance of the Company’s obligations under the Contract. In particular but without limitation to this clause 4.b), the Client shall: 
      1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      2. promptly and fully respond to all communications of the Company relating to the provision of the Services and ensure (if applicable) that appropriate and suitably qualified members of the Client’s staff are at all reasonable times available to liaise with the Company on matters relevant to the provision of the Services;
      3. obtain or assist the Company to obtain at the Client’s cost all necessary licences and consents required or reasonably necessary to enable the Company to properly and lawfully provide the Services to the Client;
      4. provide proper and clear instructions to the Company in respect of its requirements in relation to the Services or in connection with the Contract; and
      5. pay all Charges promptly when due and if not paid on the due date to pay such applicable default interest at the specified rate from time to time in force.
   3. If the performance of the Company of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): 
      1. the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the performance of the Company of any of its obligations;
      2. the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of the Client to perform any of its obligations as set out in this clause 4; and
      3. the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.
5. Charges and Payment
   1. The Charges are due and payable as specified in the Order or any charges sheet and shall be paid promptly in GBP pounds sterling or the currency specified therein.
   2. In the absence of an agreement on Charges, the Company’s standard charges and rates shall apply. The Company shall be entitled to vary its standard charges from time to time by giving not less than 14 days’ written notice to the Client.
   3. The Client shall reimburse the Company for any copyright permission or licensing fees charged by copyright holders for any materials or elements of text, graphics, photos, designs, trademarks, information or other copyright work required to provide the Services where the copyright in respect of which is not held by the Client.
   4. Unless otherwise agreed in writing, the Company shall submit an initial invoice to the Client for 50% of its charges on acceptance of the Order and a final invoice for the remainder upon completion of the Services.
   5. The Client shall pay each invoice submitted by the Company: 
      1. within 30 days of the date of the invoice; and
      2. in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.
   6. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
   7. If the Client fails to make any payment due to the Company under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of Lloyds Bank from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
   8. The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
6. Authorisation and Materials 
   1. The Client represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, information or other copyright work provided to the Company for the Services are owned exclusively by the Client, or that the Client has permission from the rightful owner to use such material, and will indemnify the Company and its sub-contractors from any claim, liability or suit arising from the use of such elements or materials furnished by the Client.
   2. The Client warrants that any Client Materials provided to the Company does not contravene any Law or Act of Parliament, nor in any way is illegal or defamatory or an infringement of either any other party’s rights and/or the British Code of Advertising Practice.
   3. The Client confirms and authorises the Company to access and use the Client’s data, database and materials in respect of the project and provision of the Services. The Client shall indemnify the Company on a full indemnity basis against any loss, damages, costs, expenses or other claims arising from any infringement resulting from use of the information supplied.
   4. The Client warrants that any Client Materials and its use by the Company for the purpose of providing the Services will not infringe the copyright or other rights of any third party. The Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
7. Completion and Acceptance 
   1. The Company and the Client will work together to complete the relevant project in a timely manner. The Company agrees to work expediently to provide the Services on the agreed terms and by the agreed date in respect of the Contract. The parties shall agree the relevant sign off and acceptance for the Services in accordance with the Company’s standard procedures. The Company will endeavour to furnish the Client with a proof of copy prior to printing the publication and any amendments of or alterations to such proofs must be returned to the Company by the date of the proof copy. The Company accepts no responsibility for non-receipt or non-delivery of any material.
   2. The Client shall be deemed to have accepted the work in relation to the project and/or Services if they have not been rejected on or before the fourteenth (14th) day after completion (where applicable).
8. Intellectual Property Rights 
   1. In relation to the Client Materials:
      1. the Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
   2. the Client grants to the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this agreement for the purpose of providing the Services to the Client.
   3. All Intellectual Property Rights in or arising out of or in connection with the Services including all Intellectual Property Rights in the Deliverables (other than Intellectual Property Rights in any Client Materials) shall be owned by the Company and the Client shall grant the Company a perpetual, fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials as they subsist in the Deliverables.
   4. The Company grants to the Client , or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business. The Client shall not sub-license, assign or otherwise transfer the rights granted in this clause 8.
9. Confidentiality
   1. A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause 9 as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.
10. Data Protection
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Company is the processor. 
    3. Without prejudice to the generality of clause 10.a), the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company and/or lawful collection of the Personal Data by the Company on behalf of the Client for the duration and purposes of this agreement.
    4. Without prejudice to the generality of clause 10.a), the Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement:
       1. process that personal data only on the documented written instructions of the Client unless the Company is required by Applicable Law to otherwise process that personal data. Where the Company is relying on the laws of a member of the European Union or European Union law as the basis for processing personal data, the Company shall promptly notify the Client of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits the Company from so notifying the Client;
       2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
       3. without prejudice to clause 9 (Confidentiality), ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
       4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
    5. the Client or the Company has provided appropriate safeguards in relation to the transfer;
       1. the data subject has enforceable rights and effective legal remedies;
       2. the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
       3. the Company complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
    6. 1. assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
       2. notify the Client without undue delay on becoming aware of a personal data breach;
       3. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and
       4. maintain complete and accurate records and information to demonstrate its compliance with this clause 10 and immediately inform the Client if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.
       5. The Client does not consent to the Company appointing any third-party processor of personal data under this agreement.
       6. Either party may, at any time on not less than 30 days’ notice, revise this clause 10 (Data Protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme.
11. Limitation of Liability
    1. The Company has obtained professional indemnity insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause 11 reflect the insurance cover the Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
    2. References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    3. Nothing in this clause 11 shall limit the Client’s payment obligations under the Contract.
    4. Nothing in these Conditions shall limit or exclude the liability of the Company for:
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
       2. fraud or fraudulent misrepresentation; or
       3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
       4. Subject to clause 11.c), the Company’s total liability to the Client for all loss or damage shall not exceed £1,000,000.
    5. Subject clause 11.c) (No limitation of Client’s payment obligations) and clause 11.d) (Liabilities which cannot legally be limited), this clause 11.e) sets out the types of loss that are wholly excluded:
       1. loss of profits.
       2. loss of sales or business.
       3. loss of agreements or contracts.
       4. loss of anticipated savings.
       5. loss of use or corruption of software, data or information.
       6. loss of or damage to goodwill; and
       7. indirect or consequential loss.
    6. The Company has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    7. Unless the Client notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    8. This clause 11 shall survive termination of the Contract.
12. Termination 
    1. Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 months’ written notice.
    2. In the event that the Client elects to terminate any project or Services prior to completion, the Client agrees to pay the in full the agreed charge for the Service as set out in the Order.
    3. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 
       1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
       2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
       3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       5. the other party (being an individual) is the subject of a bankruptcy petition order;
       6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
       7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
       8. the holder of a qualifying floating charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
       9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
       10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.3.1 to clause 12.3.9 inclusive;
       11. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
       12. the other party’s financial position deteriorates to such an extent that in the opinion of the Company the capability of the Client to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
       13. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    4. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 28 days after being notified in writing to do so.
    5. Without limiting its other rights or remedies, the Company may suspend provision of the Services under the Contract or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 12.c)(i) to clause 12.c)(xiii) inclusive, or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
13. Consequences of Termination 
    1. On termination of the Contract for any reason: 
       1. the Client shall immediately pay to the Company all of the outstanding unpaid invoices and interest of the Company and, in respect of Services supplied or set out in any Order but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
       2. the Client shall return Company Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Company may enter the premises of the Client and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
       3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
       4. clauses which expressly or by implication survive termination shall continue in full force and effect.
14. Non-Solicitation 
    1. During the term of the Contract and for a period of 6 months thereafter (except with the prior written consent of the Company), the Client shall not induce, solicit or employ (whether as an employee, agent, partner or consultant or any other form of employment or engagement) any employee, agent or consultant of the Company directly associated with the Contract and the provision of the Services or other management of the Contract or any significant part of it.
15. Force Majeure 
    1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, pandemic or threatened pandemic (including any legislation in force as a consequence thereof), war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of companies or subcontractors.
    2. The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    3. If the Force Majeure Event prevents the Company from providing any of the Services for more than 12 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
16. Dispute Resolution
    1. The parties will each use their reasonable efforts to negotiate in good faith and settle any major or material dispute that may arise out of or relate to the Contract, these Conditions, the Services or any breach of contract. If any such dispute cannot be settled amicably through ordinary negotiations by the respective representatives, the dispute shall be referred to the senior representatives nominated by the managing director of the Company and the Client’s managing director who will meet in good faith in order to try and resolve the dispute.
    2. If the dispute or difference is not resolved as a result of such meetings either party may (at such meeting or within 10 days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator (the Adviser) before resorting to litigation with costs shared equally.
    3. If the parties fail to reach agreement in the structured negotiations within 21 days of the Adviser being appointed, either party may then refer any dispute to litigation.
17. General 
    1. Assignment and other dealings. 
       1. The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
       2. The Client shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
    2. Notices. All communications between the parties with respect to the Contract shall be delivered by post to the address set out in the written acceptance of the Order or to such other address as the addressee may from time to time have notified in writing for the purpose of this clause. In proving service it shall be necessary only to prove that the communication was contained in an envelope which was duly addressed and posted in accordance with this clause.
    3. Severance. 
       1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
       2. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    4. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    6. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Company.
    8. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    9. Jurisdiction. The parties irrevocably agree, for the sole benefit of the Company that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual claims). Nothing in this clause shall limit the right of the Company to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.