HOBS 3D LIMITED TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Conditions: Affiliate means any company (wherever incorporated or resident) which is, for the time being, an associated company of or under the control of that party and any person who, for the time being controls that party; Business Day means any day on which banks are generally open for business in the City of London (other than a Saturday, Sunday or public holiday); Client means the person to whom the Company is to supply the Services pursuant to a Contract; Company means Hobs 3D Limited, a company incorporated in England and Wales (registered number: 2577292); Contract means a contract for the supply of Services by the Company to a Client that incorporates these Conditions; Data means any data, information or materials supplied by the Client to the Company (in whatever form) in order for the Company to provide the Services; Deliverables means the deliverables that the Company agrees to supply as part of the Services pursuant to a Contract including documents, reports, copies, materials, digital 3D models, 3D printed models,  or analysis in whatever form; DPA means the Data Protection Act 2018 and the expressions personal data, data controller and data processor shall have the meanings given in the DPA; Services means the services that the Company provides pursuant to a Contract which includes the supply of Deliverables as set out in the quotation, acknowledgement of order, proposal or in an agreed scope of work and may include consultancy, reprographics and printing, scanning, coding, e-disclosure, hosting, laser scanning, digital modelling and 3D printing; Site means the Client’s premises where the Services are to be carried out including any access and egress to such areas where the Services are to be carried out; Software means any software used by the Company to provide the Services, particularly e-disclosure, hosting services, laser scanning, digital modelling and 3D printing with the Company deciding what is appropriate for the work required; and Specifications means the instructions and/or specifications of the Services which the Client notifies to the Company before commencement of the Services and which may be amended from time to time during the term of the Contract as agreed between the parties.

1.2 Interpretation

In these Conditions:

1.2.1 all headings and references to them are for identification and indexing purposes only and they shall not affect their construction or interpretation;

1.2.2 references to conditions are to be construed as references to the clauses of these Conditions, except where expressly stated otherwise;

1.2.3 any reference to any statute, law, statutory instrument, regulation or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof;

1.2.4 any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender;

1.2.5 any reference to a person shall, unless the context otherwise requires, include natural persons, firms, partnerships, corporate bodies, unincorporated bodies, corporations, associations and all other legal persons of whatever kind howsoever constituted;

1.2.6 any reference to include, includes, including and included shall be construed without limitation, unless inconsistent with the context;

1.2.7 any reference to a party shall mean either the Company or the Client as the context requires and reference to parties shall mean both of them;

1.2.8 any reference to a Data Collection Agent shall mean person/s that operate the laser scanner/s, undertake digital modelling and/or 3D printing for and on behalf of the Company;

1.2.9 any references to the term Project are to be construed as the Client giving a name to the Services required to be performed by the Company; and

1.2.10 any reference to the term Proposal are to be construed as the formal reply as part of the tender documentation issued from the Company to the Client in terms of the Project that will then form the Contract

2. APPLICATION

2.1 These Conditions alone shall govern and be incorporated in every Contract for the provision of Services made by or on behalf of the Company with the Client. They shall apply in place of and prevail over any terms or conditions contained or referred to in any documentation or correspondence submitted by the Client or implied by trade custom, practice or course of dealing.

2.2 Acceptance by the Client of performance of the Services or delivery of the Deliverables shall (without prejudice to Condition 3 or any other manner in which acceptance of these Conditions may be evidenced) be deemed to constitute unqualified acceptance of these Conditions.

3. QUOTATIONS AND ACCEPTANCE

3.1 A quotation by the Company does not constitute an offer and is given on the basis that no Contract shall come into existence until the Company despatches a written acceptance of the Client’s order in accordance with Condition 3.3. The Company reserves the right to withdraw or revise a quotation at any time prior to its acceptance of the Client’s order. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously revised or withdrawn it.

3.2 Each order or acceptance of a quotation for Services and Deliverables by the Client shall be deemed to be an offer by the Client to purchase Services and Deliverables subject to these Conditions.

3.3 The Company’s acceptance of the Client’s order (including telephone orders) shall be effective only where such acceptance is in writing and signed by a director or an authorised representative of the Company. For these purposes writing shall include e-mail sent by a director or an authorised representative of the Company.

4. SPECIFICATION AND DESCRIPTION

4.1 It is the Client’s responsibility to ensure that the terms of its order and the Specification are complete and accurate and to inform the Company of its particular requirements in respect of the Services, including the Deliverables.

4.2 Any and all Data provided by the Client to the Company in relation to a Project will be specific to that Project and the Company will not use that Data in relation to any other Project unless specifically agreed with the Client. The Company has no responsibility for verifying the Data provided by the Client in relation to a Project, including by way of: (i) audit; (ii) investigation; and/or (iii) data capture, unless specifically requested by the Client and agreed by the Company. It is the sole responsibility of the Client to check the accuracy, relevance, sufficiency and completeness of the Data prior to providing the same to the Company and the Company shall be entitled to assume in each case that the Data provided to it by the Client is accurate, correct, relevant and sufficient. In the event the Company identifies any issues, concerns or problems with the Data, whether or not it has agreed to carry out any verification of the Data, it will promptly notify the same to the Client and the Client shall be responsible for rectifying the same promptly at the Client’s risk and cost.

4.3 Any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director or authorised representative of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

4.4 The Company accepts no responsibility for any errors or omissions in any instructions given by the Client or Specifications not prepared by the Company. The Client shall indemnify the Company against each loss, liability and cost which the Company incurs arising from them.

4.5 The Company may suggest what Software the Company will use in the provision of the Services (if the Services require the use of such Software) based on the Client’s instructions and representations, but the Client acknowledges and agrees that:

4.5.1 The Company shall not be liable for the selection of particular Software based on representations made by the Client or incorrect, misleading or incomplete instructions from the Client, or if the Client’s Specifications change during the Term; and

4.5.2 The Company can only carry out Services which rely on the Software in accordance with the restrictions and limitations of the Software; and

4.5.3 It is the Client’s responsibility to ensure that it and/or its agents if applicable, receive(s) appropriate training as required and/or reads and understands any instructions or user guides supplied to it or otherwise available to it and/or its agents in relation to the Software, and the Company shall not be liable for any failure to meet its obligations under the Contract or for any loss suffered by the Client as a result of or in connection with the Client’s breach of this Condition 4.4.

4.6 The Company will only use what the Company reasonably deems to be the correct hardware and software appropriate for specifications and requirements of the Services to be provided.

5. PRICE

5.1 Unless otherwise agreed by the Company in writing, the price payable for the Services is the price quoted at the time the order is accepted by the Company. This is subject to Condition 4.4.

5.2 The Company may at any time prior to the commencement of the Services withdraw any discount from its normal prices and/or revise prices to take account of inflation, increases in costs including costs of any goods, materials, carriage, labour or overheads and the increase or imposition of any tax, duty or other levy.

5.3 Unless otherwise specified, value added tax and any other tax or duty payable by a Client and all costs or charges in relation to packaging, loading, unloading, delivery, courier charges and insurance shall be added to the price and the Client shall be additionally liable for the same.

6. TERMS OF PAYMENT

6.1 The Company shall be entitled to invoice the Client on or at any time after and/or during performance of the Services or delivery of the Deliverables, on an interim and/or final basis unless otherwise agreed between the parties. Orders over £2,000 will be invoiced according to an agreed schedule with up to 50% at confirmation of order.  If delivery of the Services and/or the Deliverables is to be made in stages, the Company shall be entitled to invoice the Client on or after delivery of each stage and/or at reasonable interim stages.

6.2 Payment of the price for the Services shall, unless otherwise agreed in writing, be made in pounds sterling by BACS transfer to the Company’s account (as notified by the Company to the Client) in full cleared funds within 30 days of the date of the Company’s invoice. Time of payment is of the essence of a Contract and any failure to pay any invoice by the due date for payment shall be deemed to be a material breach for the purposes of Condition 11.2.1. The Company reserves the right to suspend the provision of the Services and/or the delivery of the Deliverables to the Client where any amounts are overdue under any contract between the Company and the Client until all such amounts have been paid.

6.3 The Client shall make all payments due under a Contract in full without any deduction whether by way of set-off, counterclaim or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client. The Company is entitled to offset any amount owing to it from the Client against any amount owed to the Client by the Company.

6.4 Interest is payable on overdue accounts at the rate of four per cent. (4%) above the base lending rate from time to time of the Bank of England accruing on a daily basis to run from the due date for payment until receipt by the Company of the full amount (including any accrued interest) whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

6.5 Any extension of credit allowed to the Client may be changed or withdrawn at any time. If, in the opinion of the Company, the credit-worthiness of the Client deteriorates before commencement of the Services, the Company may require full or partial payment of the price prior to performance or delivery or the provision of security for payment by the Client in a form acceptable to the Company.

7. PERFORMANCE AND DELIVERY

7.1 Performance, delivery or dispatch dates mentioned in any quotation, order acceptance form or elsewhere are approximate only and not of any contractual effect. The Company is not liable to the Client for failure to deliver on a particular date or dates. Time for performance or delivery is not of the essence of a Contract and shall not be made so by service of any notice. If no performance or delivery dates are specified, performance or delivery shall be within a reasonable time.

7.2 Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect, special or consequential liabilities, losses, charges, damages, costs or expenses (including legal and other professional costs and out of pocket disbursements) caused directly or indirectly by any delay in the performance of the Services or delivery of the Deliverables (even if caused by the Company’s negligence) nor shall any delay entitle the Client to terminate or rescind a Contract unless such delay exceeds 180 days.

7.3 If for any reason the Client refuses or fails to take delivery of any of the Deliverables when they are ready for delivery or fails to take any action necessary on its part for delivery of the Deliverables, the Company is entitled to terminate the Contract with immediate effect, to dispose of the Deliverables as it may determine and to recover from the Client any loss or additional costs incurred as a result of such refusal or failure (including storage costs).

7.4 It is the Client’s responsibility to inspect the quantity and quality of the Deliverables received from the Company and raise any queries or faults as soon as the Client becomes aware of them and in any event within five days of the Deliverables being delivered. After this time the Client will be deemed to have accepted the Deliverables in the condition they were delivered in and the Company will not be liable for any quality issues or incomplete or faulty Deliverables not notified in accordance with this clause 7.4.

7.5 The Company may affect delivery of the Deliverables in one or more instalments, each of which shall be treated as a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Client to repudiate or cancel any other Contract or instalment.

7.6 Section 32(2) of the Sale of Goods Act 1979 does not apply to a Contract.

7.7 Data and Deliverables will be removed from the Company’s network twelve months after receipt of payment from the Client.

7.8 The Company shall use reasonable endeavours to manage and complete the Services required, in accordance in all material respects with the Proposal.

7.9 The Company shall use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence of this Agreement other than where specifically stated to the contrary.

7.10 The Company shall appoint an appropriate Data Collection Agent who shall have authority contractually to bind the Company on all matters relating to the Services. The Company shall use reasonable endeavours to ensure that the same person acts as the Data Collection Agent throughout the term of Project, but may replace that person from time to time where reasonably necessary in the interests of the Company’s business.

7.11 The Company shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Site where the Services are to be performed and that have been communicated to it under Condition 8.4 provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.

8. RISK

8.1 The Deliverables are at the risk of the Client from the time of delivery.

8.2 Any property of the Client in the Company’s possession or under its control and all property supplied to the Company by or on behalf of the Client is held by the Company at the Client’s risk.

8.3 From the time of delivery until ownership of the Deliverables passes to the Client in accordance with Condition 9, the Client shall insure the Deliverables against all risks for their full value with a reputable insurance office to the reasonable satisfaction of the Company. The Client shall hold the proceeds of any claim on the insurance policy on trust for the Company and shall immediately account to the Company with the proceeds.

8.4 The Client shall notify the Company a reasonable time in advance, and in any event promptly upon request by the Client, with full, clear and accurate details of the location of the Site and the Company’s route of access to, and egress from, the Site.

8.5 The Client shall grant the Company access to any and all areas of the Site which are reasonably required by the Company in order to carry out the Services in accordance with the Contract. The Client shall provide the Company with any and all relevant policies and procedures which relate to the Company’s provision of the Services on the Site, including health and safety and security policies, a reasonable time in advance, and in any event promptly upon request by the Client.

8.6 The Company shall not be responsible for any failure or delay in providing the Services or for any costs incurred due to access to the Site being withheld, altered, delayed, removed, out of the planned logical order, not granted or being deemed inadequate to complete the required Services in the most efficient manner, or in the event that the Client fails to give adequate instructions as to the location of and/or access to the Site.

8.7 Access to any and all areas of the Site by the Company must be risked assessed by the Company before the Services can commence both as a desktop exercise and at the Site. If this means that the provision of Services is delayed, procedures changed and/or changes to the Deliverables are required, these must be communicated and the Client acknowledges and agreed that it accepts this risk on appointment of the Company.

8.8 Any and all Data provided by the Client to the Company under a Contract is strictly at the Client’s risk and the Company shall not be liable for any failure, delay or defects in providing the Services if the information provided by the Client is incorrect, unclear, inaccurate, misleading or is otherwise ineffective.

9. TITLE

9.1 Notwithstanding delivery and passing of risk, ownership of the Deliverables shall not pass to the Client until the Company has received in full the price for the Services and the Deliverables under the Contract (together with any accrued interest) and all other amounts owed by the Client to the Company under any contract.

9.2 Until ownership of the Deliverables has passed to the Client, the Client is in possession of the Deliverables in a fiduciary capacity and shall not part with possession of them, keep them free from any charge, lien or encumbrance, store them in such a way that they remain readily identifiable as the Company’s property and not destroy, deface or obscure any identifying mark on or relating to them. The Client shall notify the Company immediately upon the happening of any of the events set out in Condition 11.2.2

9.3 The Company reserves the right to repossess any of the Deliverables to which it has retained title. The Client grants to the Company, its agents and employees an irrevocable right and licence to enter the Client’s premises during normal business hours for the purpose of inspecting and/or repossessing Deliverables to which it has retained title. The Company’s consent to the Client’s possession of the Deliverables and any right the Client may have to possession of the Deliverables shall in any event cease upon the happening of any of the events set out in Condition 11.2.2.

9.4 Notwithstanding the provisions of this Condition 9, the Company may bring an action against the Client for the price of the Services and Deliverables in the event of non-payment by the Client by the due date even though ownership of the Deliverables has not passed to the Client, and by notice to the Client at any time after delivery, pass ownership in the Deliverables to the Client with effect from the date of the notice.

9.5 On termination of a Contract for any reason, the Company’s (but not the Client’s) rights contained in this Condition 9 shall remain in effect.

10. LIABILITY TO THIRD PARTIES

10.1 The Client shall indemnify the Company against each loss, liability and cost which the Company incurs as a result of the carrying out the Services or of any work required to be done on or to the Deliverables in accordance with the requirements or specifications of the Client involving any infringement of the rights of any third party.

10.2 The Client shall notify the Company immediately of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Company shall have control over and conduct any such proceedings in such manner as it shall determine. The Client shall provide all such reasonable assistance as the Company may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine (each acting reasonably).

11. TERMINATION

11.1 The Company shall be entitled to terminate the Contract, without cause, upon not less than one month’s notice in writing to the Client.

11.2 The Company shall be entitled to terminate the Contract or suspend the Services and/or any delivery of the Deliverables immediately upon notice in writing to the Client if the Client:

11.2.1 commits a material breach of the Contract and, where the breach is capable of remedy, has failed to remedy such breach within 14 days of written notice requiring remediation; or

11.2.2 makes an arrangement with or enters into a comprise with its creditors, becomes the subject of a voluntary arrangement, scheme of arrangement, receivership, administration, liquidation, bankruptcy or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of a distraint, execution, event of insolvency or event of bankruptcy or any similar process or event, whether in the United Kingdom or otherwise.

11.3 On expiry or termination of a Contract for any reason: (i) the Company shall cease to provide the Services; (ii) all sums due under the Contract shall become immediately due and payable, including for any partial completion of Services or delivery of Deliverables; and (iii) each party will return to the other (or destroy upon request) any Confidential Information or Data belonging to the other party.

11.4 Expiration or termination of a Contract for whatever reason shall be without prejudice to the rights, obligations and liabilities of either party accrued prior to expiry or termination. The terms of the Contract, which expressly or by implication have effect after termination or expiry, shall continue in force after termination or expiry.

12. LIABILITY

12.1 Save as provided in Condition 12.3 and irrespective of insurances, the Company’s total aggregate liability to the Client in respect of all causes of action arising out of or in connection with a Contract (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed a sum equivalent to the price paid or payable by the Client pursuant to the Contract or £500,000, whichever is the lower.

12.2 Subject to Condition 12.3 below, the Company shall not be liable to the Client for any (i) any indirect, special or consequential liabilities; (ii) any pure economic loss; (iii) any loss of anticipated profits, revenue or anticipated savings (iv) any loss of goodwill, reputation or opportunity; (v) loss or damage to data or (vi) any loss of management time, howsoever caused, regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether the Company knew or had reason to know of the possibility of the loss, damage or injury in question.

12.3 Nothing in these Conditions shall limit or exclude the Company’s liability for death or personal injury resulting from negligence, for fraud or fraudulent misrepresentation, or for any other liability the exclusion or limitation of which is not permitted by English law.

13. CONFIDENTIALITY

13.1 In this Condition 13, Confidential Information means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by a party (the Disclosing Party) to the other party (the Receiving Party) whether before or after the date of the Contract including information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, know-how, trade secrets and other Intellectual Property, market opportunities, business affairs, financial information and other confidential information.

13.2 During the term of the Contract and after expiry or termination of this Agreement for any reason, the Receiving Party:

13.2.1 may not use Confidential Information for any purpose other than the performance of its obligations under this Agreement;

13.2.2 may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in accordance with Conditions 13.3 and 13.3; and

13.2.3 shall make every effort to prevent the use or disclosure of Confidential Information, including by restricting access to Confidential Information.

13.3 During the term of the Contract, the Receiving Party may disclose Confidential Information to any of its directors, other officers and employees (each an Authorised Recipient), to the extent that disclosure is necessary for the purposes of this Agreement. Where disclosure of Confidential Information is made to an Authorised Recipient, the Receiving Party shall ensure that the Authorised Recipient is subject to obligations equivalent to those set out in this Condition 13.

13.4 Conditions 13.2 and 13.3 do not apply to Confidential Information which:

13.4.1 is, at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party’s or Authorised Recipient’s breach of this Agreement;

13.4.2 can be shown by the Receiving Party to the Disclosing Party’s satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or

13.4.3 is required to be disclosed by applicable law or a court of competent jurisdiction.

14. LOSS OF DATA

14.1 All documents, materials and Data (including information recorded or otherwise stored on any media) belonging to or supplied by the Client which is from time to time in the possession or control of the Company, shall remain at the risk of the Client at all times. The Company, its Affiliates, agents, employees and any sub-contractors shall not be liable for loss of or damage to Data except where caused directly by the negligence of the Company, its Affiliates, agents, employees or sub-contractors, in which event the aggregate liability of the Company, its Affiliates, agents, employees and sub-contractors shall be limited to the replacement cost of the media on which the Data is recorded or stored. Such liability shall not, under any circumstances, include the cost of reconstituting the Data or the value of the Data itself.

14.2 The Client shall obtain and maintain for the term of the Contract valid insurance with a reputable insurance company in respect of loss of damage to its Data and for any other loss or liability arising out of or in connection with the Contract.

15. DATA PROTECTION

To the extent that any personal data is received by the Company pursuant to a Contract, the Client shall be the data controller and the Company shall be a data processor. The Company shall:

15.1 process such personal data solely for the purpose of performing the Services and only in accordance with the Client’s instructions;

15.2 take appropriate technical and organisational measures to protect personal data against unlawful destruction or accidental loss, alteration, unauthorised or unlawful processing or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing;

15.3 not cause or permit personal data to be transferred outside the European Economic Area without the Client’s prior written consent and then only to states and/or data processors having in place an adequate level of protection for the rights and/or freedoms of data subjects in relation to the processing of personal data; and

15.4 provide at the Client’s expense such assistance as the Client may reasonably require in order for the Client to deal with any request for subject access under the DPA.

16. NON-SOLICITATION

16.1 During the term of the Contract and for a period of 6 months after expiry or termination of this Agreement for any reason, neither party shall (except with the prior written consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away):

(i) from the employment of that party, any employee of the other party who is employed or engaged in any services which are relevant to the Agreement; or

(ii) any customer of the other party who is in receipt of any goods or services which are relevant to the Agreement.

16.2 A party shall not be in breach of the above sub-paragraph because of running a national advertising campaign which is not specifically targeted at any of the staff or the customers of the other party.

17. FORCE MAJEURE

17.1 If the Company is prevented, hindered or delayed from or in supplying the Services and/or the Deliverables in accordance with these Conditions by a Force Majeure Event, it may, at its option: (i) suspend performance of or delivery of any Services or Deliverables; (ii) apportion available resources between its Clients as it decides; or (iii) terminate any Contract so affected with immediate effect by written notice to the Client, and the Company shall not be liable for any loss or damage suffered by the Client as a result.

17.2 In Condition 17.1, Force Majeure Event means any circumstances beyond the reasonable control of the Company including any act of God (including lightening, storm, tempest, earthquake and naturally occurring flood); any act of war, civil disturbance, riot or unrest or terrorism; strikes, lock-outs, labour disputes or industrial disturbances; malicious damage, fire or explosion; compliance with law or governmental order, rule, regulation or direction; breakdown of plant or machinery; and circumstances where obtaining or replacing resources of any kind due to a shortage in the market place is impossible or (having regard to that degree of diligence which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances) impracticable.

18. NOTICES

A notice under or in connection with a Contract shall be in writing (not including e-mail, unless in accordance with Condition 3.3) and shall be delivered personally or sent by first class post to the other party at its last known address. In the absence of evidence of earlier receipt, service of a notice is deemed to have been affected as follows

(i) if delivered personally, when left at the other party’s last known address; or

(ii) if sent by post, two Business Days (after posting it (excluding the day of posting).

19. GENERAL

19.1 Each right or remedy of the Company under the Contract shall be without prejudice to any other rights or remedy whether under the Contract or not.

19.2 The failure or delay of the Company to enforce or to exercise any right, power or remedy arising pursuant to the Contract does not constitute a waiver of such term or right. No single or partial exercise of any remedy, right, power or privilege precludes any further exercise of the same or the exercise of any other remedy, right, power or privilege.

19.3 The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.

19.4 This Agreement is personal to the Client and the Client may not assign, transfer, sub-contract or otherwise part with the Contract or any right or obligation under it without the prior written consent of the Company.

19.5 These Conditions and any document explicitly referred to in them contain all the terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract.

19.6 Nothing in these Conditions is intended to confer on any person any right to enforce any of the provisions of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

19.7 No variation or amendment to these Conditions shall be effective unless in writing signed by authorised representatives of the parties.

19.8 The formation, existence, construction, validity and performance and all aspects of the Contract are governed by the laws of England and Wales and the parties accept the exclusive jurisdiction of the courts of England and Wales.