Terms And Conditions
YOUR PARTICULAR ATTENTION IS DRAWN TO THE PROVISIONS OF CLAUSE 15
(LIMITATION OF LIABILITY)
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the sums payable for the Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Contract: the contract between the Customer and the Supplier for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Customer’s Equipment: means the Customer’s equipment as set out in the description of the Services which forms part of the Contract.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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.
Services: the services agreed to be provided by the Supplier in accordance with the Contract.
Supplier: Quatro Tech Limited, a limited liability company incorporated and registered in England & Wales with company number 04168196 whose registered office is at C/o Tobin Associates, 4th Floor 63/66 Hatton Garden, London EC1N 8LE.
Supplier’s Equipment: any equipment, including tools, machinery, vehicle, systems, cabling or facilities, provided by the Supplier, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services.
1.2 Clause and paragraph headings shall not affect the interpretation of these Conditions.
1.3 A reference to legislation or a legislative provision is a reference to it as it is in force as at the date of the Contract; and shall include all subordinate legislation made as at the date of the Contract under that legislation or legislative provision.
1.4 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.
1.5 A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Customer’s order for Services (as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be) constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Customer’s offer shall only be deemed accepted when the Supplier issues a written acceptance of the offer at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 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.
3. SUPPLIER’S RESPONSIBILITIES
3.1 The Supplier shall use reasonable endeavours to supply the Services in accordance with the Contract in all material respects.
3.2 The Supplier shall use reasonable endeavours to meet any agreed performance dates but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of the Contract.
3.3 The Supplier shall use reasonable endeavours to observe all health and safety security requirements that apply at the Customer’s premises and that have been communicated to it under clause 4.1(d), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier;
(c) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete;
(d) inform the Supplier of all health and safety and security requirements that apply at any of the Customer’s premises or such other location at which the Supplier is supplying the Services;
(e) ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used;
(f) ensure that the ground, floors, or other surfaces will be firm, level and in good condition, and will provide proper support for the loads imposed by the Supplier’s Equipment and the Customer’s Equipment and also including the weight of the item(s) to be lifted as stated by the Customer;
(g) notify the Supplier in writing of any voids and/or basements below the ground, floor, or other surface, and ensure the suitability of support including testing of samples as appropriate:
(h) ensure that there is a clear and safe working environment for the Supplier. The shall include a clear path through which the Customer’s Equipment will be moved;
(i) provide all necessary utilities including but not limited to electrical, water, and air services, all of which comply with applicable legislation;
(j) provide an appropriate and accessible location, including foundations, on to which the Customer’s Equipment will be installed. The location must comply with the manufacturer of the Customer’s Equipment requirements;
(k) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, including in relation to the installation of the Supplier’s Equipment, the use of the Customer’s Equipment, in all cases before the date on which the Services are to start.
4.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, or any unanticipated third party, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer. Any delays caused by the Customer shall be charged by the Supplier at its hourly rate.
4.3 Any Supplier’s Equipment that is at any time kept at the Customer’s premises (or such other location at which the Supplier is supplying the Services) is strictly for the Supplier’s sole use. The Customer shall be liable for and shall indemnity the Supplier in full in respect of any loss or damage to the Supplier’s Equipment suffered or incurred while on the Customer’s premises (or such other location at which the Supplier is supplying the Services).
4.4 The Customer warrants that all information provided by it is true, complete and accurate.
5. CHARGES AND PAYMENT
5.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges.
5.2 The Charges exclude the following which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:
(a) the cost of all reasonable expenses including but not limited to hotel, subsistence, travelling, flights, parking, taxis, excess baggage, travel visas courier costs, travel and medical insurance, and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services; and
(b) the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services.
5.3 All reasonable expenses shall be pre-paid by the Customer whenever possible.
5.4 The Customer shall be liable for any costs arising as a result of road closures, removal of street furniture, highways or police escort, or other costs levied by authorities or third parties, unless specifically included in the Contract. In the event that the Customer does not pay such costs directly, then the Supplier shall include such costs in its invoice.
5.5 The Supplier may 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-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.
5.6 The Supplier shall invoice the Customer for the Charges on completion of the Services, otherwise if there is no completion at the end of each month for Services performed during that month.
5.7 The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time.
5.8 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under the Contract on the due date:
(a) 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 5.8(a) will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
(b) the Supplier may suspend all or part of the Services until payment has been made in full.
5.9 All sums payable to the Supplier under the Contract:
(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice;
(b) shall be paid in full wiyhout any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. DEPOSIT AND RIGHT TO CANCEL
6.1 A non-refundable deposit is payable by the Customer to cover the Supplier’s administration involved in arranging the Contract, the allocation of appropriately trained staff, planning for the Services, the booking of the date to provide the Services, and other costs and time incurred.
6.2 In the event that the provision of the Services requires the Supplier to incur costs on the Customer’s behalf, such as through the hiring of equipment, then the Supplier reserves the right to charge the Customer such costs in advance of providing the Services. These costs will be non-refundable in all circumstances (unless the Supplier obtains a refund from the third party).
6.3 The Customer has the right to cancel the contract outside of 14 days of the Commencement Date without giving any reason. To exercise the right to cancel, the Customer must inform the Supplier of its decision to cancel the Contract in writing by a clear statement (e.g. a letter sent by post or by e-mail). In the event of cancellation under this clause the Supplier may charge the Customer a cancellation and administration fee.
6.4 If the Customer cancels the Contract within 14 days of the Commencement Date, then the Customer will incur an administration fee and a cancellation fee based on the costs of the cancellation incurred by the Supplier and this will be deducted from the deposit.
7.1 The minimum storage time is deemed to be one month unless otherwise agreed in writing by the Supplier. Where storage duration of more than one month is agreed, the Supplier will require one month’s notice in writing to terminate the Contract.
7.2 The minimum storage area is 10 sq ft unless otherwise agreed in writing by the Supplier. All storage areas will be increased by an additional 15% to allow for access.
7.3 The Customer may by arrangement with the Supplier access the storage facility by providing 7 days’ written notice to the Supplier. The time of such viewing to be at the sole discretion of the Supplier.
7.4 Unless expressly agreed in writing, the Supplier may move, at its sole discretion, them stored goods to a different warehouse, location or site.
7.5 All loading and unloading of vehicles, good etc. at the Supplier’s sites shall be undertaken solely by the Supplier. The Supplier accepts no liability whatsoever for any loss or damage that results from operations undertaken in breach of this condition regardless of any contribution to such loss or damage by the Supplier.
7.6 Loading and unloading times will be at the sole discretion of the Supplier and shall be agreed at least 7 days in advance.
7.7 The Customer must inform the Supplier of any dangerous goods, clinical waste, or hazardous materials (UN class 1 – 9).
7.8 The Customer shall insure all its goods whilst in storage.
8. TRANSPORTATION AND INSTALLATION OF THE CUSTOMER’S EQUIPMENT
8.1 The Services in relation to the transportation and installation of the Customer’s Equipment shall terminate when the Customer’s Equipment is installed in the designated location and a local energy supply is provided and the Customer’s Equipment is started. If any Services are requested beyond this then they shall be charged at the Supplier’s hourly rate.
9. TRANSPORTATION FROM OUTSIDE THE UK
9.1 In the event that the Supplier is required to transport the Customer’s Equipment outside the UK then the Customer shall inform the Supplier the date on which the Services will commence. If the Customer’s Equipment is not ready or available for transportation on the designated date then the Supplier shall charge the Supplier its hourly rate until the Customer’s Equipment is ready and available for transportation.
In the event that there is a delay of more than 24 hours then the Supplier reserves the right to instruct its employees or contractors to return to the UK whether by sea or air and such costs (and return costs to the designated location) shall be charged to the Customer.
10.1 All replacement parts will be supplied by The Printers Marketplace which is a trading division of the Supplier. The Printers Marketplace terms and conditions shall apply to the arts. Please visit www.theprintersmarketplace.com for further details.
10.2 All parts fitted by the Supplier shall remain the property of the Supplier until all Charges and invoices have been paid by the Customer. The Supplier reserves the right to remove any parts supplied in the event that Charges and invoices are not paid in accordance with the terms of the Contract (including in circumstances that may leave machinery or equipment inoperable).
11. INTELLECTUAL PROPERTY RIGHTS
11.1 In relation to the Services:
(a) the Supplier and its licensors shall retain ownership of all Intellectual Property Rights excluding the Customer Equipment;
(b) the Supplier grants 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 during the term of the Contract for the purpose of receiving and using the Services; and
11.2 In relation to the Customer Equipment, the Customer:
(a) and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Equipment; and
(b) grants the Supplier a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify the Customer Equipment for the term of the Contract for the purpose of providing the Services to the Customer.
12. COMPLIANCE WITH LAWS AND POLICIES
12.1 In performing their obligations under the Contract, the Supplier and the Customer shall comply with all applicable laws.
13. DATA PROTECTION
13.1 Both parties will comply with all applicable requirements of all applicable data protection laws.
14.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, 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:
(a) to its employees, officers, representatives, contractors, subcontractors 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, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and
(b) 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. LIMITATION OF LIABILITY
15.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
15.2 References to liability in this clause 15 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
15.4 Nothing in this this clause 15 shall limit the Customer’s payment obligations under the Contract.
15.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.6 Subject to clause 15.3 (no limitations in respect of deliberate default) and clause 15.5 (liabilities which cannot legally be limited), the Supplier’s total liability to the Customer:
(a) for damage to property caused by the negligence of its employees and agents in connection with the Contract shall not exceed £1,000,000 for any one event or series of connected events;
(b) for all other loss or damage which does not fall within subclause (a) shall not exceed the Charges.
15.7 In the event that there are any delays caused by the Customer’s non-compliance with the Contract then the Supplier shall not be responsible for subsequent delays, and the Customer shall be liable for any additional costs caused by such delays including those of contractors or sub-contractors. The Supplier shall charge the Customer on the basis of its hourly rate.
15.8 The Supplier shall not be liable for any loss or consequential or subsequent loss in relation to the following:
(a) any loss or damage resulting from commissioning or decommissioning the Customer’s Equipment;
(b) any damage as a result of chipping of painted surfaces or scratching any surface;
(c) and damage caused by the use of any tool or process applied to the Customer’s Equipment during maintenance, repair, alteration, modification or overhaul;
(d) any damage to any lifting equipment including lifting hooks, transport or lifting brackets, frames or plates, spreader or lifting beams specifically required for the Customer’s Equipment. This is to be provided free issue to the Supplier by the Customer unless specifically noted in the Contract;
(e) the failure of any Supplier Equipment including theft, loss or vandalism of the Supplier’s Equipment;
(f) the failure of the Customer’s Equipment after transportation and installation including the failure of any electrical components, screens, scanners etc.
15.9 Subject to clause 15.3 (No limitations in respect of deliberate default), clause 15.4 (No limitation on the customer’s payment obligations), and clause 15.5 (Liabilities which cannot legally be limited), this clause 15.9 specifies the types of losses that are excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
15.10 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3 (Supplier’s responsibilities). 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.
15.11 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event.
The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
16.1 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:
(a) the other party 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 5 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1(c) to clause 16.1(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) any information provided by the Customer is not true, complete and accurate; or
(n) 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.
16.2 If the Services provided are on an ongoing basis (rather than the provisions of the Services on a one-off basis) then either party may terminate the Contract by giving the other 7 days written notice.
16.3 For the purposes of clause 16.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of the Contract over the term of the Contract.
16.4 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 the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment.
17. OBLIGATIONS ON TERMINATION AND SURVIVAL
17.1 Obligations on termination or expiry On termination or expiry of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
(b) the Customer shall, within a reasonable time, return all of the Supplier’s Equipment. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of the Supplier’s Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.
(a) On termination or expiry of the Contract, the following clauses shall continue in force: clause 1 (Interpretation), clause 11 (Intellectual property rights), clause 14 (Confidentiality), clause 15 (Limitation of liability), clause 17 (Consequences of termination), and clause 18.
(b) 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.
18.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
18.2 Assignment and other dealings.
(a) 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.
(b) 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 the Supplier.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) 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 18.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
18.4 Entire agreement.
(a) 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.
(b) 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.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
18.5 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).
18.6 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 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.
18.7 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 18.7 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.
(a) 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 prepaid 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 sent by email to its email address.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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
(iii) 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.
In this clause 18.8(b)(iii), 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.
(c) This clause 18.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
18.9 Third party rights. 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.
18.10 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
18.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.