Charterfields Limited
Supply of Services: Terms and Conditions
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
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Interpretation
The following definitions and rules of interpretation apply in these conditions:
1.1 Definitions:
Applicable Data Protection Laws | a) if and to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
b) if and to the extent the EU GDPR applies, the law of the European Union, or any member state of the European Union to which the relevant party is subject, which relates to the protection of personal data, and in any other case, the data protection laws in force and applicable to the party in question. |
Business Day | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
Charges | the charges payable by the Customer for the supply of the Services in accordance with clause 6 (Charges and payment). |
Charterfields | Charterfields Limited, a company registered in England and Wales with company number 04193479. |
Charterfields Materials | all documents, information, items, materials, equipment and any other property which are provided by Charterfields to the Customer in connection with the Services. |
Commencement Date | has the meaning given in clause 2.2. |
Conditions | these terms and conditions, as amended from time to time in accordance with clause 13.7. |
Contract | the contract between Charterfields and the Customer for the supply of the Services in accordance with these Conditions, which shall comprise:
a) the Proposal; and b) these Conditions. |
Control | has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly. |
Customer | the person or entity who purchases Services from Charterfields, as set out in the Proposal. |
Customer Default | has the meaning set out in clause 4.2. |
Deliverables | the deliverables set out in the Proposal produced by Charterfields for the Customer, and such other deliverables as may be agreed in writing between the Customer and Charterfields from time to time. |
EU GDPR | the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law. |
Force Majeure Event | has the meaning given in clause 11.1. |
Intellectual Property Rights | patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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. |
Order | a confirmation, by or on behalf of the Customer, (which may or may not be in writing) that the Customer accepts the Proposal and would like Charterfields to commence carrying out the Services. |
personal data | has the meaning given to it in the UK GDPR. |
Proposal | subject to the provisions of clause 2.7, Charterfields’ written proposal setting out the proposed Services to the Customer, and which shall have been prepared following a request by or on behalf of the Customer for Services from Charterfields. |
Risk Location | the property, plant and/or equipment detailed in the Proposal as the ‘Risk Location(s)’, or such other property, plant and/or equipment as may be agreed between the parties as comprising a ‘Risk Location’, and Risk Locations shall be construed accordingly. |
Services | the services, including the Deliverables, supplied by Charterfields to the Customer under the Contract, including any Services set out in the Specification. |
Specification | the description of the Services which is provided within the Proposal. |
UK GDPR | has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. |
1.2 Interpretation:
1.2.1 Unless expressly provided otherwise in the Contract, a reference to legislation or a legislative provision:
1.2.1.1 is a reference to it as amended, extended or re-enacted from time to time; and
1.2.1.2 shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email but not fax.
2 Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.2 Subject to clause 2.3, the Order shall only be deemed to be accepted when Charterfields issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 For the purposes of clause 2.2, where the Order has been provided to Charterfields on behalf of the Customer (for example by an insurance broker acting for the Customer), the Customer confirms that the person who has provided the Order has acted as agent for and on behalf of the Customer, and the Customer agrees and acknowledges that the Contract shall exist solely between Charterfields and the Customer.
2.4 Any samples, drawings, descriptive matter or advertising issued by Charterfields, and any descriptions or illustrations contained in the Charterfields’ catalogues, brochures, or website, 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 nor have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.6 The Proposal, and/or any quotation otherwise given by Charterfields shall not constitute an offer.
2.7 Unless otherwise confirmed in writing by Charterfields to the Customer, the Proposal shall only be valid for the period of validity stated in the Proposal, or if no period of validity is specified, for 90 (ninety) days commencing on the date the Proposal. A Proposal which is not valid under this clause 2.7 shall not be considered a ‘Proposal’ for the purposes of the Contract.
2.8 Each Contract forms a separate contract. If and to the extent that there is any conflict or inconsistency between the terms of a Proposal and these Conditions, the terms of these Conditions shall prevail.
2.9 Unless terminated earlier under clause 9 (Termination), the Contract shall remain in force from and including the Commencement Date until the date of expiry of the Services stated in the Proposal, or if no date is stated, until the Services are complete.
3 Supply of Services
3.1 Charterfields shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 Charterfields shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Charterfields reserves the right to 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 Charterfields shall notify the Customer in any such event.
3.4 Charterfields warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 Unless otherwise confirmed in writing by Charterfields to the Customer, any Deliverables shall only be valid for a period of 12 (twelve) months from the date of issue of the relevant Deliverable. The Customer acknowledges and agrees that it may not rely on any Deliverable once the relevant period of validity for that Deliverable as set out in this clause 5 has expired.
4 Customer’s Obligations
4.1 The Customer shall:
4.1.1 ensure that the terms of the Order, and any information the Customer has provided for the Proposal, are complete and accurate;
4.1.2 co-operate with Charterfields in all matters relating to the Services;
4.1.3 provide Charterfields, its employees, agents, consultants and subcontractors, with access to any premises (including the Customer’s premises and any Risk Locations), office accommodation and other facilities as are reasonably required by Charterfields in connection with the supply of the Services;
4.1.4 provide Charterfields with such information and materials as Charterfields may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 prepare the Risk Locations for the supply of the Services;
4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.7 keep all Charterfields Materials (including any Charterfields Materials at the ’Customer’s premises and/or at any Risk Location) in safe custody at its own risk;
4.1.8 maintain any Charterfields Materials in good condition until returned to Charterfields;
4.1.9 not dispose of or use Charterfields Materials other than in accordance with Charterfields’ written instructions or authorisation; and
4.1.10 comply with any additional obligations as set out in the Proposal.
4.2 If Charterfields’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 without limiting or affecting any other right or remedy available to it, Charterfields shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations (in each case to the extent that the Customer Default prevents or delays Charterfields’ performance of any of Charterfields’ obligations);
4.2.2 Charterfields shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Charterfields’ failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse Charterfields on written demand for any costs or losses sustained or incurred by Charterfields arising directly or indirectly from the Customer Default.
5 Customer Information
5.1 The Customer agrees and acknowledges that Deliverables may be prepared on the basis of information and facts provided by or on behalf of the Customer, whether in writing or otherwise (Customer Information).
5.2 The Customer:
5.2.1 undertakes and warrants to Charterfields that any and all Customer Information shall be complete and accurate at all times; and
5.2.2 acknowledges and agrees that Charterfields may rely on the Customer Information where required by Charterfields for the preparation and production of, and otherwise in connection with, the relevant Deliverables.
5.3 If and to the extent that any Deliverables are prepared upon the basis of the Customer Information, the Customer shall indemnify Charterfields against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonably and properly incurred professional costs and expenses) suffered or incurred by Charterfields arising directly or indirectly out of, or otherwise in connection with, any inaccuracy in or incompleteness of the Customer Information.
5.4 Charterfields bears no liability whatsoever in relation to:
5.4.1 the Customer Information; and
5.4.2 any liabilities, costs, expenses, damages and losses arising out of or in connection with any Deliverable, if and to the extent that such liabilities, costs, expenses, damages and losses have arisen directly or indirectly out of, or otherwise in connection with, any inaccuracy in or incompleteness of the Customer Information upon which the relevant Deliverable has been prepared.
5.5 This clause 5 shall survive termination of the Contract.
6 Charges and Payment
6.1 The Charges for the Services shall be:
6.1.1 set out in the Proposal; or
6.1.2 where not set out in the Proposal, or where Services are otherwise required in addition to the Services set out in the Specification, such charges as may be notified to the Customer by Charterfields from time to time, including charges which may be calculated on a time and materials basis on Charterfields’ standard prices as may be applicable at the relevant time.
6.2 Where Charges are calculated on a time and materials basis:
6.2.1 Charterfields’ daily fee rates for each individual are calculated on the basis of an 8 (eight) hour day from 8.30 am to 5.30 pm worked on Business Days; and
6.2.2 Charterfields shall be entitled to charge an overtime rate of 10 (ten) per cent of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 6.2.1.
6.3 Unless otherwise specified in the Proposal, Charterfields shall be entitled to charge the Customer for:
6.3.1 any expenses reasonably incurred by the individuals whom Charterfields engages in connection with the Services, including travelling expenses, hotel costs, subsistence and any associated expenses;
6.3.2 the cost of services provided by third parties and required by Charterfields for the performance of the Services; and
6.3.3 the cost of any materials used or required in connection with the Services.
6.4 Charterfields reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12 (twelve) month period, and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
6.5 Charterfields shall invoice the Customer:
6.5.1 at such times and in such frequency as may be specified in the Proposal; or
6.5.2 where not specified in the Proposal:
6.5.2.1 in respect of the Charges, on completion of the Services; and
6.5.2.2 in relation to any costs or expenses which Charterfields is entitled to charge under clause 6.3, at the time the relevant costs or expenses are incurred.
6.6 The Customer shall pay each invoice submitted by Charterfields:
6.6.1 within 30 (thirty) days of the date of the invoice; and
6.6.2 in full and in cleared funds to a bank account nominated in writing by Charterfields, and time for payment shall be of the essence of the Contract.
6.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Charterfields to the Customer, the Customer shall, on receipt of a valid VAT invoice from Charterfields, pay to Charterfields 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.
6.8 If the Customer fails to make a payment due to Charterfields under the Contract by the due date, then, without limiting Charterfields’ remedies under clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 4 (four) per cent a year above the Bank of England’s base rate from time to time, but at 4 (four) per cent a year for any period when that base rate is below 0 (zero) per cent.
6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7 Intellectual Property Rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by
7.2 Charterfields grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
7.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
7.4 The Customer grants Charterfields a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Charterfields for the term of the Contract for the purpose of providing the Services to the Customer.
8 Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation; or
8.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to clause 8.3 (liabilities which cannot legally be limited), where the Proposal sets out an amount for the purposes of the limitation of liability contained in this clause 8.4, Charterfields’ total liability to the Customer for all loss or damage shall not exceed that amount. In all other cases, subject to clause 8.3 (liabilities which cannot legally be limited), Charterfields’ total liability to the Customer for all loss or damage shall not exceed £1,000,000 (one million pounds).
8.5 Subject to clause 8.2 (no limitation of the Customer’s payment obligations) and clause 8.3 (liabilities which cannot legally be limited), neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of agreements or contracts, loss of sales or business, loss of anticipated savings, loss of or damage to goodwill, or for any indirect or consequential loss arising under or in connection with the Contract.
8.6 Subject to clause 8.3 (Liabilities which cannot legally be limited), unless otherwise confirmed in writing by Charterfields to the Customer, Charterfields does not accept any liability:
8.6.1 to any person who is not the Customer; and
8.6.2 in relation to any Services and/or Deliverables that are not used for the purpose(s) for which they are intended.
8.7 The Supplier 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.
8.8 This clause 8 shall survive termination of the Contract.
9 Termination
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.1.1 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 30 (thirty) days of that party being notified in writing to do so;
9.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), declaring bankruptcy, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
9.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
9.2 Without affecting any other right or remedy available to it, Charterfields may terminate the Contract with immediate effect by giving written notice to the Customer if:
9.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or
9.2.2 there is a change of Control of the Customer.
9.3 Without affecting any other right or remedy available to it, Charterfields may suspend the supply of Services under the Contract or any other contract between the Customer and Charterfields if:
9.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment;
9.3.2 the Customer becomes subject to any of the events listed in clause 9.1.3 (or Charterfields reasonably believes that the Customer is about to become subject to any of them); and
9.3.3 Charterfields reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.1.2.
10 Consequences of Termination
10.1 On termination or expiry of the Contract:
10.1.1 the Customer shall immediately pay to Charterfields all of Charterfields’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Charterfields shall submit an invoice, which shall be payable by the Customer immediately on receipt;
10.1.2 if and to the extent not covered by clause 10.1.1, the Customer shall immediately pay to Charterfields any costs and/or expenses as are detailed under clause 6.3 that have been incurred (or which are payable by Charterfields but have not yet been incurred) as at the date of termination or expiry of the Contract;
10.1.3 the Customer shall return all of Charterfields Materials and any Deliverables which have not been fully paid for.
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11 Force Majeure
11.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition and collapse of buildings, fire, explosion or accident.
11.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
11.3 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 12 (twelve) weeks, the party not affected by the Force Majeure Event may terminate the Contract by giving 6 (six) weeks’ written notice to the Affected Party.
12 Data Protection
12.1 The parties shall comply with all applicable requirements of Applicable Data Protection Laws.
12.2 Any personal data may be collected or used in connection with the Contract in accordance with each party’s privacy policy, as may be updated from time to time.
13 General
13.1 Complaints. Charterfields adopts complaints handling procedures in accordance with those required by The Royal Institution of Chartered Surveyors. A copy of these procedures is available from Charterfields upon reasonable request by the Customer. Should the Customer wish to make a complaint, it should do so in writing and address such complaint initially a director of Charterfields.
13.2 Reliance. Unless otherwise confirmed in writing by Charterfields to the Customer, any Deliverables are for the sole use and reliance of the Customer.
13.3 Publication of Deliverables. The Customer shall not publish the Deliverables in any way (including making any public announcement concerning the Deliverables) without the prior written consent of Charterfields, except as required by law, any governmental or regulatory authority (including, any relevant securities exchange), and any court or other authority of competent jurisdiction.
13.4 Assignment and other dealings.
13.4.1 Charterfields may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
13.4.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Charterfields.
13.5 Confidentiality.
13.5.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.5.2.
13.5.2 Each party may disclose the other party’s confidential information:
13.5.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.5; and
13.5.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.5.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.6 Entire agreement.
13.6.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.6.3 Nothing in this clause shall limit or exclude any liability for fraud.
13.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.8 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.9 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract deleted under this clause 13.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.10 Notices.
13.10.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address(es) specified below:
Charterfields: | enquiries@charterfields.com; and
finance@charterfields.com |
Customer: | such email address as shall be specified in the Proposal, or if not specified, as has been provided to Charterfields for the purposes of service of communications on the Customer |
13.10.2 Any notice or communication shall be deemed to have been received:
13.10.2.1 if delivered by hand, at the time the notice is left at the proper address;
13.10.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
13.10.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Any transmission via email that receives an undeliverable receipt shall not be deemed valid service. In this clause 13.10.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
13.10.3 This clause 13.10 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.11 Third party rights.
13.11.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.11.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.12 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.