Terms and Conditions

Terms And Conditions for the Supply of Goods and/or Services

The Customer's attention is particularly drawn to the provisions of clause 11 (Limitation

of liability).

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day: a day, other than a Saturday, Sunday or public holiday in

England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

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 17.8.

Contract: the contract between the Supplier and the Customer for the

supply of Goods and/or Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act

2010, and the expression change of control shall be interpreted accordingly.

Customer: the person or firm who purchases the Goods and/or Services

from the Supplier.

Customer Equipment: any equipment located or to be located at the

Customer’s premises and is made available to use by the Supplier as part

of the Services.

Deliverables: the deliverables set out in the Order or Proposal produced by

the Supplier for the Customer.

Force Majeure Event: has the meaning given to it in clause 15.

Goods: the goods (or any part of them) set out in the Supplier’s catalogues,

brochures, stock lists or such other sales material from time to time.

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

3priority 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.

Supplier Personnel: being such employees, subcontractors, agents,

consultants or such other suitably skilled and experienced personnel as

engaged by the Supplier.

Order: the Customer's order for the supply of Goods and/or Services, as set

out in the Customer's purchase order form or the Customer's written

acceptance of the Proposal, as the case may be.

Proposal: containing any specification for the Goods and/or Services,

provided by the Supplier to the Customer.

Services: the services, including the Deliverables, supplied by the Supplier

to the Customer as set out in the Proposal.

Supplier: Cosmic Liquid Ltd (trading as Luxury Liquids) registered in

England and Wales with company number 15945804.

Supplier Materials: has the meaning given in clause 8.1.14.

Warranty Period: has the meaning given in clause 6.1.

Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or

not having separate legal personality).

A reference to a party includes its personal representatives, successors and

permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or

re-enacted. A reference to legislation or a legislative provision includes all

subordinate legislation made under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any

similar expression shall be interpreted as illustrative and shall not limit the sense of

the words preceding those terms.

A reference to writing or written excludes fax but not email.

The Proposal forms part of the Contract and shall have effect as if set out in full in

the body of these Conditions. Any reference to the Contract includes the Proposal.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services

in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written

acceptance of the Order, at which point and on which date the Contract shall come

into existence (Commencement Date).

42.3 Any samples, descriptive matter or advertising issued by the Supplier are issued or

published for the sole purpose of giving an approximate idea of the Goods and/or

Services described in them. They shall not form part of the Contract nor have any

contractual force.

2.4 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.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for

a period of 14 calendar days from its date of issue.

2.6 All of these Conditions shall apply to the supply of both Goods and Services except

where application to one or the other is specified.

2.7 The Customer waives any right it might otherwise have to rely on any term endorsed

upon, delivered with or contained in any documents of the Customer that is

inconsistent with these Conditions.

3. SUPPLY OF SERVICES

3.1 The Supplier shall:

3.1.1 supply the Services to the Customer in accordance with the

Proposal in all material respects;

3.1.2 use all reasonable endeavours to meet any performance dates for

the Services specified in the Proposal, but any such dates shall be

estimates only and time shall not be of the essence for the

performance of the Services; and

3.1.3 use reasonable endeavours to ensure its Supplier Personnel

observe all health and safety requirements that apply at the

Customer's premises they access and that have been

communicated to the Supplier in advance under clause 8.1.11. The

Supplier shall not be liable if, as a result of observing these

requirements, it is in breach of any of its other obligations under this

Contract.

3.2 The Supplier reserves the right to amend the Proposal 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 Supplier shall notify the Customer

in any such event.

3.3 The Supplier warrants to the Customer that the Services will be provided using

reasonable care and skill.

4. GOODS

4.1 To the extent that the Goods are to be manufactured in accordance with a

specification supplied by the Customer, the Customer shall indemnify the Supplier

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

reasonable professional costs and expenses) suffered or incurred by the Supplier

5arising out of or in connection with any claim made against the Supplier for actual or

alleged infringement of a third party's Intellectual Property Rights arising out of or in

connection with the Supplier's use of the specification. This clause 4.1 shall survive

termination of the Contract.

4.2 The Supplier reserves the right to amend the nature of the Goods if required by any

applicable law or regulatory requirement, and the Supplier shall notify the Customer

in any such event.

5. DELIVERY OF GOODS

5.1 5.2 5.3 5.4 5.5 5.6 Unless set out in the Proposal or otherwise agreed in writing, the Supplier agrees to

deliver the Goods to the Customer and in doing so:

5.1.1 the Supplier shall be entitled to nominate a carrier; and

5.1.2 the Customer shall acknowledge receipt of the Goods by signing

the appropriate delivery note and provide the signed delivery note

to the Supplier as indicated on the relevant invoice.

Any dates quoted for delivery of the Goods are approximate only, and the time of

delivery is not of the essence. The Supplier shall not be liable for any delay in delivery

of the Goods that is caused by a Force Majeure Event or the Customer's failure to

provide the Supplier with adequate delivery instructions or any other instructions that

are relevant to the supply of the Goods.

In the event that delivery of Goods is delayed at the Customer’s request or as a result

of any acts or omissions of the Customer, then, except where such failure or delay is

caused by a Force Majeure Event or by the Supplier’s failure to comply with its

obligations under the Contract in respect of the Goods, the Supplier shall be entitled

to charge the Customer all related costs and expenses (including insurance and

storage costs).

If the Customer fails to accept or take delivery of the Goods within 14 calendar days

after the day on which the Supplier notified the Customer that the Goods were ready

for delivery, without prejudice to any other rights or remedies it may have, the Supplier

may resell or otherwise dispose of part or all of the Goods at its discretion and charge

the Customer reasonable storage and selling costs.

The Supplier may deliver the Goods by instalments, which shall be invoiced and paid

for separately. Each instalment shall constitute a separate contract. Any delay in

delivery or defect in an instalment shall not entitle the Customer to cancel any other

instalment.

The Customer shall examine the Goods as soon as reasonably practicable after

delivery. The Customer shall notify the Supplier in writing within seven 3 days of

delivery, (which the Customer agrees is a reasonable time) of any incomplete or failed

delivery and of any loss or damage during carriage, failing which the Customer shall

be treated as having waived all claims connected with such incomplete or failed

delivery and all claims connected with such loss or damage.

66. QUALITY OF GOODS

6.1 6.2 6.3 6.4 6.5 To the extent that the Supplier manufactures or supplies its own Goods, the Supplier

warrants that on delivery (Warranty Period), the Goods shall be of satisfactory

quality (within the meaning of the Sale of Goods Act 1979).

Subject to clause 6.3, if:

6.2.1 the Customer gives notice in writing to the Supplier within 1 day of

delivery that some or all of the Goods do not comply with the

warranty set out in clause 6.1;

6.2.2 the Supplier is given a reasonable opportunity of examining such

Goods; and

6.2.3 the Customer (if asked to do so by the Supplier) returns such Goods

to the Supplier's place of business at the Supplier's cost,

the Supplier shall, at its option, replace the defective Goods, or refund the

price of the defective Goods in full.

The Supplier shall not be liable for the Goods' failure to comply with the warranty set

out in clause 6.1 if:

6.3.1 the Customer makes any further use of such Goods after giving a

notice in accordance with clause 6.2;

6.3.2 the defect arises because the Customer failed to follow the

Supplier's oral or written instructions as to the storage, or use of the

Goods or (if there are none) reasonable industry practice regarding

the same;

6.3.3 the defect arises as a result of the Supplier following any

specification supplied by the Customer; or

6.3.4 the Goods differ from the Proposal as a result of changes made to

ensure they comply with applicable statutory or regulatory

requirements.

Except as provided in this clause 6, the Supplier shall have no liability to the Customer

in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

These Conditions shall apply to any replacement Goods supplied by the Supplier.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until the earlier of:

7.2.1 the Supplier receives payment in full (in cash or cleared funds) for

the Goods and any other goods that the Supplier has supplied to

the Customer in respect of which payment has become due, in

which case title to the Goods shall pass at the time of payment of

all such sums; and

77.2.2 the Customer resells the Goods, in which case title to the Goods

shall pass to the Customer at the time specified in clause 7.4.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

7.3.1 maintain the Goods in satisfactory condition and keep them insured

against all risks for their full price on the Supplier's behalf from the

date of delivery; and

7.3.2 notify the Supplier immediately if it becomes subject to any of the

events listed in clause 12.1.2 to clause 12.1.4; and

7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary

course of its business (but not otherwise) before the Supplier receives payment for

the Goods. However, if the Customer resells the Goods before that time:

7.4.1 it does so as principal and not as the Supplier's agent; and

7.4.2 title to the Goods shall pass from the Supplier to the Customer

immediately before the time at which resale by the Customer

occurs. However, the Customer shall remain liable for immediate

payment of the Goods to the Supplier.

7.5 At any time before title to the Goods passes to the Customer, the Supplier may:

7.5.1 by notice in writing, terminate the Customer's right under clause 7.4

to resell the Goods or use them in the ordinary course of its

business; and

7.5.2 require the Customer to deliver up all Goods in its possession that

have not been resold, or irrevocably incorporated into another

product and if the Customer fails to do so promptly, enter any

premises of the Customer or of any third party where the Goods are

stored in order to recover them.

8. CUSTOMER'S OBLIGATIONS

8.1 The Customer shall:

8.1.1 ensure that it provides to the Supplier all information reasonably

required to create the Proposal ahead of the date that the Proposal

is due to be supplied by the Supplier to the Customer;

8.1.2 ensure that the terms of the Order and any information it provides

in the Proposal are complete and accurate and fully meet the

Customers’ requirements;

8.1.3 ensure that the Goods and/or Services and any applicable Proposal

are fit for purpose, suitable for their intended use and otherwise

meet the Customer’s requirement and are in compliance with the

Customer’s legal obligations under any relevant law and with any

health and safety requirements applicable to the Customer;

8.1.4 ensure that either:

8(a) the appropriate range and quantity of stock and/or

Goods are maintained at the Customer’s

premises in order to facilitate the Services; or

(b) the Customer shall advance such monies to the

Supplier on such dates to be agreed between the

parties that are necessary to allow the Supplier to

purchase stock and/or Goods and to facilitate the

Services;

8.1.5 where relevant, store the stock and/or Goods at the Customer’s

premises in a safe and proper manner and in accordance with any

guidelines provided from time to time;

8.1.6 co-operate with the Supplier in all matters relating to the Services;

8.1.7 provide the Supplier, its employees, agents, consultants and

subcontractors, with access to the Customer's premises and other

facilities as reasonably required by the Supplier to provide the

Services;

8.1.8 provide the Supplier with such information and materials as the

Supplier may reasonably require in order to supply the Services,

and ensure that such information is complete and accurate in all

material respects;

8.1.9 prepare the Customer's premises for the supply of the Services;

8.1.10 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;

8.1.11 inform the Supplier of all health and safety and security

requirements that apply at the Customer’s premises;

8.1.12 make available the Customer Equipment to the Supplier by the

dates specified and in the manner agreed between the parties from

time to time;

8.1.13 maintain at its own expense the Customer Equipment in good and

substantial repair in order to keep it in good operating condition

including replacement of worn, damaged and lost parts, and shall

make good any damage to the Customer Equipment;

8.1.14 keep all materials, equipment, documents and other property of the

Supplier (Supplier Materials) at the Customer's premises in safe

custody at its own risk, maintain the Supplier Materials in good

condition until returned to the Supplier, and not dispose of or use

the Supplier Materials other than in accordance with the Supplier's

written instructions or authorisation; and

8.1.15 comply with any additional obligations as set out in the Proposal.

98.2 If the Supplier's performance of any of its obligations under the Contract is prevented

or delayed by any act or omission by the Customer or failure by the Customer to

perform any relevant obligation (Customer Default):

8.2.1 without limiting or affecting any other right or remedy available to it,

the Supplier 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 the Customer

Default prevents or delays the Supplier's performance of any of its

obligations;

8.2.2 the Supplier shall not be liable for any costs or losses sustained or

incurred by the Customer arising directly or indirectly from the

Supplier's failure or delay to perform any of its obligations as set out

in this clause 8.2; and

8.2.3 the Customer shall reimburse the Supplier on written demand for

any costs or losses sustained or incurred by the Supplier arising

directly or indirectly from the Customer Default.

9. CHARGES AND PAYMENT

9.1 The price for the Goods and/or Services:

9.1.1 shall be the price set out in the Proposal or, if no charges for the

Goods are agreed, as set out in the Supplier’s price list;

9.1.2 shall be exclusive of all costs and charges of packaging, insurance,

transport of the Goods, which shall be invoiced to the Customer;

and

9.1.3 shall be payable by the Customer in Pound Sterling.

9.2 The Supplier shall be entitled to charge the Customer for any expenses reasonably

incurred by the individuals whom the Supplier engages in connection with the

Services including travelling expenses, hotel costs, subsistence and any associated

expenses, and for the cost of services provided by third parties and required by the

Supplier for the performance of the Services, and for the cost of any materials.

9.3 The Supplier reserves the right to:

9.3.1 increase the charges for the Services, by giving notice to the

Customer at any time before or after commencement of the

Services, to reflect an increase in the cost of the Services to the

Supplier that is due to:

9.3.1.1 any request by the Customer to change the type and

extent of Services ordered, or the Proposal; or

9.3.1.2 any delay caused by any instructions of the Customer

in respect of the Services or failure by the Customer to

give the Supplier adequate or accurate information or

instructions in respect of the Services.

109.4 9.5 9.6 9.7 9.8 9.3.2 increase the price of the Goods, by giving notice to the Customer

at any time before or after delivery, to reflect any increase in the

cost of the Goods to the Supplier that is due to:

9.3.2.1 any factor beyond the control of the Supplier (including

foreign exchange fluctuations, increases in taxes and

duties, increases in labour, materials or manufacturing

costs);

9.3.2.2 any request by the Customer to change the delivery

date(s), quantities or types of Goods ordered, or the

Proposal; or

9.3.2.3 any delay caused by any instructions of the Customer

in respect of the Goods or failure of the Customer to

give the Supplier adequate or accurate information or

instructions in respect of the Goods.

Upon the Supplier’s acceptance of an Order, the Supplier shall invoice the Customer

on the terms as set out in the Proposal. The Supplier shall not undertake provision of

the Goods and/or Services until payment has been received from the Customer.

The Customer shall pay each invoice submitted by the Supplier:

9.5.1 within thirty (30) days of the date of the invoice or in accordance

with any credit terms agreed by the Supplier and confirmed in

writing to the Customer; and

9.5.2 in full and in cleared funds to a bank account nominated in writing

by the Supplier, and

time for payment shall be of the essence of the Contract.

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 the Supplier to the Customer,

the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the

Supplier such additional amounts in respect of VAT as are chargeable on the supply

of the Goods and/or Services, as applicable, at the same time as payment is due for

the supply of the Goods and/or Services.

If the Customer fails to make a payment due to the Supplier under the Contract by

the due date, then, without limiting the Supplier's remedies under clause 12, 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 9.7 will

accrue each day at 8% a year above the Bank of England's base rate from time to

time, but at 8% a year for any period when that base rate is below 0%.

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).

1110. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods

and/or Services, other than Intellectual Property Rights in any materials provided by

the Customer (“Customer Materials”), shall be owned by the Supplier.

10.2 The Customer grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-

transferable and perpetual licence to use, copy and modify any Customer Materials

for the purposes of publication of the Supplier’s marketing materials.

11. LIMITATION OF LIABILITY

11.1 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.

11.2 Nothing in the Contract limits any liability for:

11.2.1 death or personal injury caused by negligence;

11.2.2 fraud or fraudulent misrepresentation;

11.2.3 the Customer’s payment obligations under this Contract;

11.2.4 breach of the terms implied by section 12 of the Sale of Goods Act

1979 or section 2 of the Supply of Goods and Services Act 1982

(title and quiet possession); or

11.2.5 any liability that legally cannot be limited.

11.3 Subject to clause 11.2, the Supplier's total liability to the Customer shall not exceed

125% of the total amount paid or payable by the Customer in respect of the Goods

and/or Services supplied under the relevant Order in respect of which the liability

arose.

11.4 The Supplier has given commitments as to compliance of the Goods and/or Services

with relevant specifications in clause 3 and clause 6. In view of these commitments,

all warranties, conditions and other terms implied by statute or common law are, to

the fullest extent permitted by law, excluded from the Contract.

11.5 This clause 11 shall survive termination of the Contract.

12. TERMINATION

12.1 Without affecting any other right or remedy available to it, the Supplier may terminate

the Contract with immediate effect by giving written notice to the other party if:

12.1.1 the Customer commits a material breach of any term of the Contract

and (if such breach is remediable) fails to remedy that breach within

a period of fourteen (14) days after being notified in writing to do so;

12.1.2 the Customer 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), obtaining a moratorium, being wound up (whether

voluntarily or by order of the court, unless for the purpose of a

12solvent restructuring), 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;

12.1.3 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; or

12.1.4 the other party's financial position deteriorates so far as to

reasonably justify the opinion that its ability to give effect to the

terms of the Contract is in jeopardy.

12.2 Without affecting any other right or remedy available to it, the Supplier may terminate

the Contract with immediate effect by giving written notice to the Customer if:

12.2.1 the Customer fails to pay any amount due under the Contract on

the due date for payment; or

12.2.2 there is a change of Control of the Customer.

12.3 Without affecting any other right or remedy available to it, the Supplier may suspend

the supply of Services or all further deliveries of Goods under the Contract or any

other contract between the Customer and the Supplier if the Customer fails to pay

any amount due under the Contract on the due date for payment, the Customer

becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4, or the

Supplier reasonably believes that the Customer is about to become subject to any of

them.

13. CONSEQUENCES OF TERMINATION

13.1 On termination of the Contract:

13.1.1 the Customer shall immediately pay to the Supplier all of the

Supplier's outstanding unpaid invoices and interest and, in respect

of Goods and/or Services supplied but for which no invoice has

been submitted, the Supplier shall submit an invoice, which shall be

payable by the Customer immediately on receipt;

13.1.2 the Customer shall return all of the Supplier Materials and any

Deliverables or Goods which have not been fully paid for. If the

Customer fails to do so, then the Supplier may enter the Customer's

premises and take possession of them. Until they have been

returned, the Customer shall be solely responsible for their safe

keeping and will not use them for any purpose not connected with

this Contract.

13.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations

and 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.

13.3 Any provision of the Contract that expressly or by implication is intended to have

effect after termination or expiry shall continue in full force and effect.

1314. CONFIDENTIALITY

14.1 Each party undertakes that it shall not at any time during the Contract, and for a

period of two years after termination or expiry of the Contract, disclose to any person

any confidential information concerning the business, assets, affairs, customers,

clients or suppliers of the other party, except as permitted by clause 14.2.

14.2 Each party may disclose the other party's confidential information:

14.2.1 to its employees, officers, representatives, contractors or

subcontracts or advisers who need to know such information for the

purposes of exercising the party's rights or carrying out its

obligations under or in connection with the Contract. Each party

shall ensure that its employees, officers, representatives or

advisers to whom it discloses the other party's confidential

information comply with this clause 14; and

14.2.2 as may be required by law, a court of competent jurisdiction or any

governmental or regulatory authority.

14.3 No party shall use any other party's confidential information for any purpose other

than to exercise its rights and perform its obligations under or in connection with the

Contract.

15. FORCE MAJEURE

15.1 Neither party shall be liable for any delay or failure in the performance of its

obligations for so long as and to the extent that such delay or failure results from a

Force Majeure Event. If the period of delay or non-performance continues for three

(3) months, the party not affected may terminate the Contract by giving not less than

twenty (20) days' written notice to the affected party.

15.2 If due to a Force Majeure Event the Supplier has insufficient stocks to meet all its

commitments, the Supplier may apportion available stocks between its customers at

its sole discretion

16. ANNOUNCEMENTS

16.1 The Supplier shall be permitted to make any communication or publish any images

in any media including on social media platforms, blogs, vlogs and such other means

of self-publication of the Supplier’s provision of the Goods and/or Services which take

place at any of the Customer’s premises.

17. GENERAL

17.1 Assignment and other dealings

17.1.1 The Supplier 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.

17.1.2 The Customer shall not assign, transfer, mortgage, charge,

subcontract, delegate, declare a trust over or deal in any other

14manner with any of its rights and obligations under the Contract

without the prior written consent of the Supplier.

17.2 Notices.

17.2.1 17.2.2 17.2.3 17.3 Any notice given to a party under or in connection with the Contract

shall be in writing and shall be:

17.2.1.1 delivered by hand or by pre-paid first-class post or other

next working day delivery service at its registered office

(if a company) or its principal place of business (in any

other case); or

17.2.1.2 sent by email to the addresses set out within the Order

or the Proposal (or an address substituted in writing by

the party to be served):

Any notice shall be deemed to have been received:

17.2.2.1 if delivered by hand, at the time the notice is left at the

proper address;

17.2.2.2 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

17.2.2.3 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.

This clause does not apply to the service of any proceedings or

other documents in any legal action or, where applicable, any

arbitration or other method of dispute resolution.

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 is deemed deleted under this clause 17.3 the parties shall negotiate

in good faith to agree a replacement provision that, to the greatest extent possible,

achieves the commercial result of the original provision.

17.4 Waiver.

17.4.1 17.4.2 Except as set out in clause 2.7, 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 remedy.

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.

1517.5 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, constitute

either party the agent of the other, or authorise either party to make or enter into any

commitments for or on behalf of the other party.

17.6 Entire agreement.

17.6.1 17.6.2 The Contract constitutes the entire agreement between the parties.

Each party acknowledges that in entering into the Contract it does

not rely on any statement, representation, assurance or warranty

(whether made innocently or negligently) that is not set out in the

Contract. Each party agrees that it has no claim for innocent or

negligent misrepresentation or negligent misstatement based on

any statement in the Contract.

17.7 Third party rights.

17.7.1 17.8 17.9 17.10 17.11 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.

17.7.2 The rights of the parties to rescind or vary the Contract are not

subject to the consent of any other person.

Variation. Except as set out in these Conditions, no variation of the Contract shall be

effective unless it is agreed in writing and signed by the parties (or their authorised

representatives).

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.

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.