Translations and editing services

Terms and Conditions for the Supply of Translation, Editing and Interpreting Services

Provider: Translations Group of 44 Plas Morolwg, Aberystwyth, SY23 1BZ
e-mail: alm@translations-group.com / day telephone: +44 (0) 1970 611960

These terms and conditions apply to all Services and/or Interpretation Agency Services provided by Translations Group to the Customer. These terms and conditions apply notwithstanding any other terms and conditions on Customer's order forms or other documentation referred to or supplied by the Customer.

1 - Definitions

1 Definitions
1.1 In these terms and conditions, unless the context otherwise requires or admits:
1.1.1 'Acceptance' means acceptance of the Services by the Customer pursuant to clause 6;
1.1.2 'a Business Day' means a day (excluding Saturdays) on which banks generally are open in the City of London for the transaction of normal banking business;
1.1.3 'Confidential Information' means all business, technical, financial or other information created or exchanged between the parties in the course of providing and receiving the Services and/or Interpretation Agency Services;
1.1.4 'the Results' means the material resulting from the carrying out the Services on the Source Material;
1.1.5 'the Contract' means the Contract for the Services and/or Interpretation Agency Services formed by the acceptance by the Customer of Translations group's Quotation or by the acceptance by Translations Group of the Customer's offer in accordance with clause 2 below;
1.1.6 'the Customer' means the business, individual, company or organisation purchasing the Services and/or Interpretation Agency Services (as described in the Contract Documentation);
1.1.7 'the Source Material' means the material to be translated or edited and provided to Translations Group by the Customer;
1.1.8 'Translations Group' means Dr Alicia Moguilevsky t/a Translations Group 44 Plas Morolwg Aberystwyth SY23 1BZ;
1.1.9 'Intellectual Property Rights' means any and all patents, trade marks, rights in domain names, rights in designs, copyrights and database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing) rights in Confidential Information and all other Intellectual Property Rights of a similar or corresponding character which may subsist now or in the future in any part of the world;
1.1.10 'the Price' means (subject to clause 2.3 below) the sums to be paid by the Customer to Translations Group as specified in the Contract Documentation in consideration of the provision of the Services and/or Interpretation Agency Services;
1.1.11 'the Order Acknowledgement' means the details of the Services and/or Interpretation Agency Services to be performed as confirmed to Customer in Translations Group's Order Acknowledgement form which will be sent by Translation Group to accept Customer's offer for the Services and/or Interpretation Agency Services where a Quotation has not been accepted by a Customer;
1.1.12 'Quotation' means the formal document of this name issued by Translations Group which includes the details of the Services and/or Interpretation Agency Services to be supplied.
1.1.13 'Contract Documentation' means either a Quotation or an Order Acknowledgement as the context requires or admits but excludes all terms and conditions of Customer.
1.1.14 'the Terms of Payment' means the terms of payment of the Price specified in the Contract Documentation;
1.1.15 'the Services' means the translation editing and/or Interpretation Services to be carried out by Translations Group as described in the Contract Documentation, but does not include Interpretation Agency Services.
1.1.16 'Interpretation Services' means the provision of oral interpretation services by Translation Group or its contractors and associated written notes or reports.
1.1.17 'Interpretation Agency Services' means the introduction of independent interpreters to the Customer by the Translations Group for a finders fee as described in clause 9 below.

2 - Subject Matter and Acceptance of Order

2.1 The Customer wishes to purchase certain Services and/or Interpretation Agency Services as set out in the Contract Documentation and offers to purchase these Services and/or Interpretation Agency Services subject to these terms and conditions.
2.2 Quotations may be accepted by the Customer by sending an acceptance of the Quotation to Translations Group within the Quotation's validity period.
2.3 Where a Quotation is not accepted by a Customer (or has not been issued by Translations Group), then Translations Group's acceptance of the Customer's offer for the Services and/or Interpretation Agency Services will be notified to the Customer in writing by Translations Group sending an Order Acknowledgement to the Customer. Translations Group will not be obliged to carry out the Services and/or Interpretation Agency Services for the Customer until it has accepted the Customer's order and received any down payment (if any) required by Translations Group. Translations Group may change the Order Acknowledgement or the Price at any time up to acceptance of the order by Translations Group. Translations Group is not obliged to accept Customer offers and may cancel any Contract where the Source Materials prove offensive to Translations Group.
2.4 Where Translations Group has given a Quotation or estimate of the price for Services before seeing or having been given all the Source Materials then Translations Group may increase the price estimate or Quotation (including after the creation of a Contract) where the Source Materials are inadequate, illegible, includes discontinuous text, requires terminological research or include latent difficulties that were unforeseeable at the time when the Contract was made. Such increases will be no more than reasonable in all the circumstances.
2.5 Where the Customer wishes Translation Group to supply Interpretation Agency Services then in addition to the provisions of these terms and conditions, clause 9 below shall apply.
2.6 Where Translations Group agrees to supply the Services and/or Interpretation Agency Services to the Customer the Services (and/or Interpretation Services) will be supplied under a Contract that is subject to the following terms and conditions ('the Contract').

3 - Co-ordination

3.1 In respect of the Services and/or Interpretation Agency Services the Customer shall notify Translations Group of their point of contact and make him/her available to co-ordinate with Translations Group. If the Customer's point of contact is prevented by illness or injury from performing their duties under the Contract then another will be appointed in their place as reasonably required.

4 - Principal Duties of the Customer

4.1 The Customer shall:
4.1.1 pay the Price for the Services and/or Interpretation Agency Services in accordance with the Terms of Payment and clause 7 below;
4.1.2 use reasonable efforts to ensure that the Source Material is adequate;
4.1.3 ensure that Translations Group is permitted to use the Source Material for the purposes of carrying out the Services without let or hindrance or liability to any third parties;
4.1.4 carry out Acceptance of the Services in accordance with Clause 6 below;
4.1.5 ensure that the Results are suitable and fit for their purpose before using them (and will check them in accordance with clause 10.3 below)
4.1.6 In respect of Interpretation Services, to provide all available documentation which could facilitate the work of the interpreter, aid his/her preparation prior to the event, (for example minutes of previous conference, existent documentation regarding the subject of a conference, or in the case of Court interpreting all the information which could help the interpreter to be better prepared for the situation).

5 - Variations

5.1 The Customer may at any time request variations to the Services giving written notice of the request to Translations Group.
5.2 Within a reasonable time of such request, Translations Group shall indicate by notice in writing to the Customer whether, and if so, the terms upon which, Translations Group will perform the variation requested, including the effect of the variation on the Price and the Services, and Translations Group's justification for its terms.
5.3 If Translations Group gives written notice to the Customer agreeing to perform the variation upon the terms already agreed between the parties, the Contract shall be deemed automatically to have been amended so as to include the variation and thereafter Translations Group shall perform the Contract upon the basis of such amended terms.
5.4 If Translations Group gives written notice to the Customer agreeing to perform the variation on terms different to those already agreed between the parties, the Customer shall, within a reasonable time of the date of Translations Group's written notice, elect by written notice to Translations Group whether or not it wishes the variation to proceed. If the Customer elects for the variation to proceed it shall issue an order for the variation to proceed, in which case the Contract shall be deemed automatically to have been amended so as to include the variation agreed by Translations Group and thereafter Translations Group shall perform the Contract upon the basis of the amended terms.

6 - Delivery and Acceptance

6.1 In accordance with the Contract Documentation, Translations Group shall deliver the Results to the Customer. Such delivery shall take the form of a copy of the materials on the agreed media or in respect of Interpretation Services the carrying out of the same. Times for delivery of the Services are estimates only and Translations Group shall have no liability for delays in carrying out the Services.
6.2 (Except in relation to Interpretation Services, for which there is no Acceptance process and Acceptance of Interpretation Services is deemed to occur when the relevant interpretation has occurred), following delivery in accordance with clause 6.1, the Customer shall carry out or procure the carrying out of an acceptance review of the Results delivered within 5 Business Days. If the Customer's co-ordinator in its reasonable discretion considers that the Results delivered or a material part of them have materially failed to conform to the Contract Documentation, he shall promptly give written notice to Translations Group specifying the reasons for which he considers that the Results has so failed. On receipt of this notice Translations Group shall, subject to clause 6.3, determine the causes for the failure and advise the Customer of them, and shall then make such changes to the Results as may be reasonably necessary to achieve conformity with the Contract Documentation or any variations agreed under clause 5. Following the making of ay such changes the Customer shall repeat or procure the repetition of the acceptance review on the same terms as set out above in this clause.
6.3 If changes are required by the Customer to the Results that on investigation pursuant to clause 6.2 prove to result from requirements for the Services falling outside the Contract Documentation, or the Customer's requirements as agreed under clause 5, Translations Group shall be entitled to charge for the costs of investigation and of making any changes that are necessary and agreed.
6.4 Use of the Results by the Customer shall be deemed to be Acceptance of it even if the review process under clause 6.2 is incomplete. If the Customer does not notify Translations Group of any defects within 5 Business Days from delivery then the Results shall be deemed Accepted.
6.5 Risk of loss or damage of any kind to the Results shall pass to the Customer upon Acceptance of such materials.

7 - Price, Payment and Validity of Quotations

7.1 In consideration of performance of Translations Group's duties under the Contract by Translations Group, the Customer shall pay Translations Group the Price according to the Terms of Payment. Where the Terms of Payment require a down-payment then Translations Group shall not be obliged to commence the Services and/or Interpretation Agency Services before receipt of the Down Payment. Late payment shall be subject to interest at the rate of 3% above the base lending rate of NatWest Bank plc from the date the payment was due until the date of payment to Translations Group (both before and after judgement).Where payments are not made in accordance with the Terms of Payment then without prejudice to its other rights and remedies, Translations Group may suspend performance of their obligations under the Contract until payment is received.
7.2 Any Quotations supplied by Translations Group shall, unless specifically stated otherwise, be valid for a period of 14 days from their date of sending by Translations Group. Quotations that are not accepted within their validity date shall not be binding on Translations Group. Quotations may be varied by Translations Group at any time up to the creation of the Contract. Prices may be varied by Translations Group in accordance with Clause 2.3 above.
7.3 The Price is inclusive of all labour and materials but excludes:
7.3.1 value added tax (VAT), and
7.3.2 expenses (as provided in clause 7.5).
7.4 All payments to Translations Group by the Customer shall be made within 30 days after receipt of an invoice from Translations Group. All payments shall be made in pounds sterling and by a cheque or bank transfer to the account of Translations Group at a bank to be nominated in writing by Translations Group as set out in the invoice.
7.5 Where Translations Group's Quotation or Order Acceptance separately identifies expenses then Translations Group shall be entitled to recover from the Customer its reasonable incidental expenses for materials used during the carrying out of the Services and/or Interpretation Agency Services including third party goods and services supplied for the Services and/or Interpretation Agency Services, subject to the following provisions:
7.5.1 Translations Group shall provide a monthly summary of such third party expenses incurred by it in connection with the Services and/or Interpretation Agency Services and such expenses shall be invoiced on a monthly basis with reasonable supporting documentation;
7.5.2 any third party expense reasonably expected to be more than £300 in relation to any particular matter shall require the prior approval of the Customer before it is incurred;
7.5.3 any expense to be incurred by Translations Group as a consequence of any amendment agreed by the parties to the terms of the Contract shall be agreed by the parties and for the avoidance of doubt shall be outside the scope of the provisions outlined immediately above.

8 - Intellectual Property Rights

8.1 The Customer grants to Translations Group a royalty-free, world-wide, non-exclusive licence to use the Source Materials for the purposes of supplying the Services.
8.2 Translations Group grants to the Customer a royalty-free world-wide, non exclusive license to use the Results created by Translations Group for the purpose identified in the Contract Documentation.
8.3 To the extent that Translations Group sub-Contracts its design and creative obligation in respect of the Services, and/or the Content, or otherwise involves any third party, it shall ensure that the Customer is entitled to use the same for the purpose identified in the Contract Documentation.
8.4 Except as expressly set out in clause 8 the Contract does not transfer or grant to Customer or Translations Group any right, title or interest in any Intellectual Property Rights of the other.

9 - Interpretation Agency Services

9.1 Where Customer requires Interpretation Agency Services to be provided by Translations Group then Translations Group will use reasonable efforts to introduce an interpreter to the Customer in accordance with the requirements of the Contract. Translations Group does not warrant or represent that a suitable interpreter will be able to be found or supplied in accordance with the Customer's requirements in the Contract Documentation. Use of the interpreter is at the sole risk of the Customer who will enter into a contract with the interpreter for their services.
9.2 Payment for the Interpretation Agency Services shall be on the basis of either a finders fee (subject to a minimum charge) and/or on an hourly rate (or a % of the total invoice) as applicable as described in the Contract Documentation.
9.3 Customer agrees that finders fees are payable in the event that the Customer acquires or uses the services of any interpreter included on a list of possible interpreters by Translations Group. The finders fees are payable in accordance with the rates described in the Contract Documentation on all monies paid or due in respect of the use of the interpreters by the Customer within a period of 12 months from the last provision of the name of the interpreter by Translations Group. Translations Group will invoice monthly in arrears for finders fees. On reasonable request, Customer agrees to allow Translations Group access to its accounts to enable Translations Group to verify how much is due to Translations Group under this clause.
9.4 Customer agrees to maintain as confidential all names of interpreters provided by Translations Group in accordance with clause 11 below.

10 - Warranties

10.1 Translations Group warrants to the Customer that all Services provided to the Customer by Translations Group shall be provided with reasonable skill and care and that any Results delivered by Translations Group (except in the case of Results from Interpretation Services which are not warranted) will be free from defects in workmanship for a period of one month from Acceptance.
10.2 The Customer warrants to Translations Group that (i) Translations Group's use of the Source Materials in accordance with the terms of the Contract will not infringe the Intellectual Property Rights or any other rights of any third party and (ii) the Source Materials are not defamatory or in breach of data protection legislation and (iii) Translations Group is permitted to use the Source Materials without let or hindrance or payment of any fees.
10.3 In the event of a breach of the warranty in clause 10.1 Translations Group shall, as the Customer's sole remedy and Translations Group's entire liability for breach of warranty, provide services to the Customer to rectify any failures of the Results to conform with the Contract Documentation. The Customer shall notify Translations Group of a claim as soon as reasonably possible and provide all information to Translations Group regarding the error. Such services shall be provided free of additional charge, unless the apparent error, defect or failure was a result of errors or omissions in Source Materials or as a result of differences in interpretation where more than one interpretation is possible and Translations Group's interpretation is reasonable. In such event the Customer shall be liable to pay for Translations Group's rectification services at the then applicable Rates. After one month from Acceptance Translations Group's obligations to provide any remedy for breach of clause 10.1 shall expire and the Customer shall have no further rights against Translations Group for breach of any warranty. Customer acknowledges and agrees that translations and editing can be subjective and there may be more than one way of translating or editing any material and no two translators or editors will always translate or edit in the same way. Translations Group will, unless otherwise defined in the Contract Documentation provide a service that produces a reasonable translation or edit for information purposes only. Where a higher duty is required (for instance where Results are to be published or used in court etc.) then unless otherwise defined in the Contract Documentation, Customer will be required to check (and where necessary modify) the Results with an overseas agent or correspondent or editor familiar with the specific technical or commercial terms used in the relevant country for that subject matter before using the Results in a publication etc.
10.4 Save as expressly set out in these terms and conditions all representations, warranties, terms and conditions, whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded and Translations Group shall have no liability to the Customer except as set out in this clause 10, save for the statutorily implied terms as to title.

11 - Copyright Indemnity

11.1 Subject to clause 11.6 below, Translations Group agrees to indemnify the Customer against any and all liability and costs, (including reasonable legal costs) incurred or suffered by the Customer arising out of any legal proceedings brought by a third party alleging infringement of copyright in the Results (to the extent created by Translations Group).
11.2 Where an injunction restraining use by the Customer of the Results (as delivered by Translations Group) or any part of it is, or is reasonably likely, to be granted by the court to the third party, Translations Group shall either:
11.2.1 do all acts and things necessary to render those parts of the Results, or the appropriate part of them, non-infringing without affecting any of Translations Group's other duties and obligations under the Contract; or
11.2.2 obtain a licence from the third party granting the Customer the right to continue using the Results or the part of it that infringes;
11.2.3 repay the Customer the Price received for the part that is infringing and the Customer shall then cease using that part.
11.3 The Customer must give written notice to Translations Group of any claim or proceeding as soon as reasonably possible following receipt of it.
11.4 The Customer must make no admission of liability and must give Translations Group sole authority to defend or settle the claim or proceedings at Translations Group's cost and expense.
11.5 The Customer must give Translations Group all reasonable assistance in connection with any such claims or proceedings at Translations Group's cost and expense.
11.6 This indemnity shall not apply to any infringement of a third party's Intellectual Property Rights arising as a result of any alteration or modification to the Results or arising from Translations Group's use or translation of the Source Material or if the Results arise from Interpretation Services.

12 - Confidentiality

12.1 During the term of the Contract and after termination or expiration of the Contract for any reason for a period of 1 year thereafter, the following obligations shall apply to the party receiving Confidential Information ('the Receiving Party') from the other party ('the Disclosing Party').
12.2 Subject to clause 12.3, the Receiving Party:
12.2.1 may not use any Confidential Information for any purpose other than the performance of its obligations under the Contract;
12.2.2 may not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party; and
12.2.3 shall make every effort to prevent the use or disclosure of the Confidential Information.
12.3 The obligations of confidence referred to in all provisions of this clause shall not apply to any Confidential Information that:
12.3.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by it;
12.3.2 is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
12.3.3 is required to be disclosed by any applicable law or regulation; or
12.3.4 is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect thereof and who imposes no obligations of confidence upon the Receiving Party.
12.4 The obligations of the parties under all provisions of this clause shall survive the expiry or the termination of the Contract for whatever reason.

13 - Liability

13.1 Translations Group does not limit its liability for personal injury or death caused by its negligence or that of its representatives in connection with the performance of their duties under these terms and conditions.
13.2 Subject to clause 13.1 above, in no event will Translations Group be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of Translations Group whether such damages were reasonably foreseeable or actually foreseen.
13.3 Subject to clause 13.1 above, Translations Group's maximum liability to the Customer under these terms and conditions or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to:
13.3.1 £500,000 for claims which are covered by Translations Group's professional indemnity insurances and for which Translations Group is able to recover an indemnity under its policy; or
13.3.2 a sum equivalent to the price paid to Translations Group for the Services that are the subject of the Customer's claim, plus damages limited to 25% of the same amount for any additional costs directly, reasonably and necessarily incurred by the Customer in obtaining alternative translation services.
13.4 The parties acknowledge and agree that the limitations contained in this clause 13 are reasonable in the light of all the circumstances and without prejudice to the foregoing the Customer's attention is drawn to clause 10.3 above and the limitations of the Services offered by Translations Group.
13.5 Translations Group acts as an introduction agent only in respect of Interpretation Agency Services and subject to clause 13.1 above, accepts no liability whatsoever or howsoever arising from the use of the introduced interpreter or their services or lack of provision of services. Customer assumes sole risk of use of all interpreters introduced to them through Interpretation Agency Services and will indemnify and hold harmless Translations Group against all losses, costs, claims and expenses incurred or suffered by Translations Group as a result of the use, non-use or inadequacy of the interpreter's services or any claims made against Translations Group for non-payment of fees due to interpreters by the Customer.
13.6 All liability that is not expressly assumed in these terms and conditions is excluded. These limitations will apply regardless of the form of action, whether under statute, in contract or tort including negligence or any other form of action. For the purposes of this clause, 'Translations Group' includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in these terms and conditions shall exclude or limit liability for fraudulent misrepresentation.

14 - Termination

14.1 A party ('the Initiating Party') may terminate the Contract with immediate effect by written notice to the other party ('the Breaching Party') on or at any time after the occurrence of an event specified in clause 14.2.
14.2 The events are:
14.2.1 the Breaching Party committing a material breach of the Contract and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;
14.2.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within 7 days (other than, in each case, for the purposes of solvent amalgamation or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under the Contract);
14.2.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party;
14.2.4 the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.

15 - Non-solicitation of Staff

15.1 The Customer agrees that during the term of the Contract and for an additional period of 12 months after termination, the Customer shall not directly or indirectly canvas with a view to offering or providing employment to, offer to Contract with or entice to leave any employee of or contractor to Translations Group engaged in the performance of the Services without the prior written consent of Translations Group.

16 - Assignment

16.1 Neither party shall assign, transfer, or in any other manner make over to any third party the benefit and/or burden of the Contract without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Translations Group shall be entitled to sub-Contract its obligations under the Contract without the prior consent of the Customer.

17 - Force Majeure

17.1 Neither party shall be deemed to be in breach of the Contract or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under the Contract (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party including non-availability of requisite translators to carry out the services ('an event of force majeure').

18 - Dispute Resolution

18.1 All disputes relating to the quality or accuracy or otherwise relating to a translation or edit that may arise between the parties that cannot be resolved may be referred to an expert.
18.2 The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties or in the event of failure to agree shall be appointed by the President for the time being of the Law Society or other agreed representative of a professional body.
18.3 The parties shall promptly furnish to the expert all information reasonably requested by it relating to the particular dispute, imposing appropriate obligations of confidence.
18.4 The expert shall be required by the parties to use all reasonable endeavours to render its decision within 30 days following its receipt of the information requested or if this is not possible so soon thereafter as may reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective.
18.5 The parties shall share equally the fees and expenses of the expert. The decision of the expert shall be final and binding upon each of the parties.
18.6 The dates for the Project shall be postponed by a period to be agreed between the parties or determined by the expert. For the avoidance of doubt the provisions of this clause provide for a form of advanced dispute resolution and are not a reference to arbitration.

19 - Waiver

19.1 A waiver of any term, provision or condition of the Contract shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.
19.2 No failure or delay on the part of any party in exercising any right, power or privilege under the Contract shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.
19.3 No breach of any provision of the Contract shall be waived or discharged except with the express written consent of the parties.

20 - Invalidity

20.1 If any provision of the Contract or these terms and conditions is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether pursuant to any judgment or otherwise:
20.1.1 the validity, legality and enforceability under the law of that jurisdiction of any other provision; and
20.1.2 the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way.
20.2 If any provision of these terms and conditions is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, the provision shall be divisible from the Contract and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of the Contract, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the parties.

21 - Notices

21.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by the Contract shall be in writing and shall be delivered personally or sent by fax or prepaid first class post (air mail if posted to or from a place outside the United Kingdom) or by e-mail return receipt requested to the address set out in the Contract Documentation or as otherwise notified to the other party in writing.

22 - Entire Agreement

22.1 The Contract embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Contract. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in the Contract, save for any representation made fraudulently.
22.2 Unless otherwise expressly provided elsewhere in these terms and conditions, the Contract may be varied only by a document signed by both of the parties.

23 - Relationship of the Parties

Nothing in these terms and conditions and no action taken by the parties pursuant to the Contract shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.

24 - Governing Law and Jurisdiction

24.1 The Contract (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to the Contract or its formation) shall be governed by and construed in accordance with the laws of England and Wales.
24.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with the Contract, and to enforce any judgment against their respective assets.

25 - Exclusion of Third Party Rights

25.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract (except in relation to clause 13.6 above) and no person other than the parties to the Contract shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

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