PEPPERSTORM MEDIA LIMITED: Terms and Conditions of Business

1. Interpretation

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

1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

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 11.5.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.2.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer. 

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.

Order: the Customer’s order for Services as evidenced by the Customer’s acceptance of the Supplier’s quotation. 

Proposal: the description or Proposal of the Services provided in writing 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: Pepperstorm Media Limited registered in England and Wales with company number 10636532.

Supplier Materials: has the meaning set out in clause 4.1(f).

1. Interpretation:
   1. A reference to legislation or a legislative provision:
      1. is a reference to it as amended, extended or re-enacted from time to time; and
      2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
   2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   3. A reference to writing or written includes email.

1. Basis of contract
   1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
   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). 
   3. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained on the Supplier’s website (or elsewhere), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
   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.
   5. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of [20] Business Days from its date of issue.
   6. All Services supplied by the Supplier to the Customer shall be deemed on these Conditions save as expressly varied in writing by the Supplier in the Proposal. Any Order or payment for Services by the Customer shall be deemed conclusive evidence of their acceptance of these Conditions.
2. Supply of Services
   1. The Supplier shall supply the Services to the Customer in accordance with the Proposal in all material respects. 
   2. The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
   3. 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.
   4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 
   5. The Supplier will carry out such round/s of revisions as may be specified in the Proposal. Where no revisions are expressly stated in the Proposal, then no revisions are included as part of the Services quoted for.  In these cases, additional Charges will be levied for each round of revisions, calculated in accordance with the principles set down at clause 5.5.  
   6. Where the Services comprise any element of copyrighting, unless stated otherwise in the Proposal, there shall be no right of rejection based upon the copywriter’s style, composition, editing or interpretation.
   7. The Supplier reserves the right to utilise any writing and editing assistance tools (such as ‘Grammarly’ etc) as they may deem appropriate.  Further the Supplier reserves the right to schedule posting of any content as opposed to posting live where they elect to do so, and may use any available tools for such purposes.

1. Customer’s obligations 
   1. The Customer shall:
      1. ensure that the terms of the Order and any information it provides in the Proposal are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. (where applicable) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
      4. 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; 
      5. 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;
      6. 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; 
      7. comply with all laws worldwide with regards to the operation of the Customer’s business and the marketing thereof, including (but not limited to) all laws in connection with data protection, privacy and customer data (including email address) collection and retention and subscriber opt-in / opt-out requirements;
      8. ensure that any images or video or copy or other content provided by the Customer can be lawfully used by the Supplier for all purposes in connection with the Services provided and are not subject to any copyright which may restrict their use.  Where the Supplier sources such images or video or copy or other content they will use reasonable endeavours to ensure these are free from copyright restrictions on their use but no warranty is offered in that regard and no liability accepted; 
      9. ensure that any research carried out by the Customer or the Supplier, including any links to any third-party source is thoroughly fact-checked by the Customer as to its accuracy, integrity and credibility prior to its release;
      10. ensure that all content produced by the Customer or the Supplier is appropriately reviewed by the Customer prior to its release. Where the Customer elects not to review the content, the Customer acknowledges that they remain liable for it irrespective of who created it and the method and form of its creation; 
      11. ensure that where the Customer carries out business in any particularly high-risk or volatile industry (to include but not limited to the trading of NFTs and cryptocurrencies and related industries) that the due diligence steps highlighted at 4.1 (i) and 4.1 (j) are carried out by the Customer with particular care and attention, the Customer acknowledging that the Supplier cannot be held liable for any reliance placed by any third-party on any content produced as part of the Services or any third-party claims arising therefrom; 
      12. accept all liability arising from any third-party claims in respect of any articles, social media posts, newsletters, advertisements or any other form of publication, to include (but not limited to) any claims from any interviewees or other party assisting with research as part of the Services; and
      13. comply with any additional obligations as set out in the Proposal;

1. 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):
   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;
   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 4.2; and 
   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.

1. Charges and payment
   1. The Charges for the Services and the payment terms shall be as stated on the Proposal or as otherwise agreed in writing between the Customer and the Supplier.
   2. Where the Services relate to a one-off project, unless stated on the Proposal or otherwise agreed in writing between the Customer and the Supplier, the full payment for the Services shall be required in advance in cleared funds.
   3. Where the Services relate to an ongoing retainer, the Supplier shall invoice the Customer on a monthly basis with each payment due no later than the final day of the month in which it is invoiced (unless otherwise stated by the Supplier in the Proposal, invoice or any relevant email or written correspondence). The Supplier will usually invoice on the same date in each month, but the Supplier reserve the right to vary this date from time to time. 
   4. The Supplier reserves the right to increase the Charges on a quarterly basis. The Supplier reserves the right to increase Charges on a more frequent basis where large, volatile or unexpected currency exchange fluctuations or other external factors necessitate it. 
   5. Where the Supplier deems it appropriate, the Charges for the Services shall be calculated on a time basis:
      1. the Charges shall be calculated in accordance with the Supplier’s daily fee rates;
      2. the Supplier’s daily fee rates for each individual are calculated on the basis of an eight-hour day worked on Business Days; 
      3. the Supplier shall be entitled to charge an overtime rate for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.5(b); and
      4. 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.
   6. The Customer shall pay each invoice submitted by the Supplier 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. Where the Supplier agrees to accept payment by way of credit or debit card, the Supplier shall not be liable for any losses occasioned to the Customer resulting from the use of their credit or debit card for such purposes.
   7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by 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 Services at the same time as payment is due for the supply of the Services. 
   8. 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 9, 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 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%.  
   9. In addition to the interest recoverable at clause 5.8, the Supplier reserves the right to recover any legal fees, court fees, enforcement fees (and any other costs, fees or expenditure) incurred by the Supplier resulting from the Customer’s default, to the fullest extent permitted by law. 
   10. 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).
   11. Where any element of the Services relates to social media advertising or any other form of advertising, the Supplier’s fees shall be exclusive of any advertising fees payable to the social media platform/s which is payable in addition directly to the platform in question, usually by way of debit or credit card payment.
   12. Where any payment due from the Customer to the Supplier (whether in connection with Charges or otherwise) is outstanding, in addition to the Supplier’s other remedies, the Supplier reserves all rights to suspend the Services until the balance is paid in full without incurring any liability to the Customer.
   13. Where the Customer pays the Supplier a deposit or enters a payment plan for a one-off project (to include but not limited to paying half of the fee up front and half upon delivery of the completed project, or one third of the fee up front, one third of the fee one month later, and one third of the fee upon delivery of the completed project), each deposit or payment instalment is non-refundable once paid to the Supplier.
2. Intellectual property rights 
   1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. 
   2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
   3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
   4. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

1. Data protection 
   1. Definitions
      1. Agreed Purposes: all purposes in connected with the carrying out of the parties’ obligations pursuant to this Agreement.
      2. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
      3. Data Discloser: a party that discloses Shared Personal Data to the other party.
      4. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended. 
      5. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
      6. Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
      7. Shared Personal Data: the personal data to be shared between the parties under clause 7.2 of this agreement. 
   2. Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes. 
   3. Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
   4. Particular obligations relating to data sharing. Each party shall:
      1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
      2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
      3. process the Shared Personal Data only for the Agreed Purposes;
      4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
      6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
      7. not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
   5. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
      1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
      2. promptly inform the other party about the receipt of any data subject rights request;
      3. provide the other party with reasonable assistance in complying with any data subject rights request;
      4. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
      5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
      6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
      7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;
      8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and
      9. maintain complete and accurate records and information to demonstrate its compliance with this clause.

1. Limitation of liability and Indemnity
   1. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   2. Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
   3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
   4. Subject to clause 8.3 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer for all loss or damage shall not exceed a sum equivalent to the Charges payable in connection with the Services provided hereunder. 
   5. The caps on the Supplier’s liabilities shall be reduced by:
      1. payment of an uncapped liability; or
      2. amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
   6. Subject to clause 8.2 (No limitation of customer’s payment obligations) and clause 8.3 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded insofar as the Supplier’s liability is concerned: 
      1. loss of profits.
      2. loss of sales or business.
      3. loss of agreements or contracts.
      4. loss of anticipated savings.
      5. loss of use or corruption of software, data or information.
      6. loss of or damage to goodwill; and
      7. indirect or consequential loss.
   7. For the avoidance of any doubt, the Supplier shall under no circumstances be liable to the Customer for any loss of social media accounts or followers (or lack of growth of follower numbers), lack of expected return on advertising spend, adverse media coverage or other reputational , any third-party claim or demand, or any other liability arising from the Supplier carrying out the Services (including any liability arising from any content posted on the Customer’s website or social media accounts) irrespective of whether the same arises as a result of an error by the Supplier or a failure on the part of the Customer to comply with their responsibilities in clause 4.1 or otherwise.
   8. The Supplier shall not be liable for delays or deteriorating performance due to algorithms, account access or functionality, search results, viewing policy or other matters beyond the Supplier’s reasonable control and further reserves absolute discretion to make any necessary changes to Services resulting from such matters. 
   9. The Supplier shall not be liable for any changes or discontinuation to any social media platforms or other third-party services.
   10. Notwithstanding any estimates that may have been provided by the Supplier in any proposal or otherwise, the Supplier makes no warranties that the Services being carried out will lead to any particular volume of website traffic, number of clicks, likes, followers, registrations, purchases or any other quantifiable measure whatsoever.
   11. The Supplier shall not be liable for software downtimes, hacking attempts, computer viruses, disruptions, interruptions, faulty or corrupted third-party software, search engines or websites on which a service is dependent.
   12. The Supplier shall not be liable for any failure or delay in any aspect of the Services resulting from any third-party delay or failure.
   13. The Supplier shall not be liable for any drafting or typographical error or incorrect source linking or any other form of similar error or for any amendments made by the Customer to any content after the time of posting.
   14. The Supplier shall not be liable for any failure in the Customer’s website reaching any search engine organic ranking, irrespective of any targets set down by the Customer or the Supplier.
   15. The Supplier has given commitments as to compliance of the Services with relevant Proposals in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
   16. 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 three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
   17. The Customer shall indemnify the Supplier and keep the Supplier indemnified against all liability incurred by the Supplier (whether in contract, tort, breach of statutory duty or otherwise) in connection with the carrying out of the Services hereunder or in connection with any breach by the Customer of the terms of this Agreement, or arising from any failure by the Customer to comply with any relevant laws, and for the avoidance of any doubt any such liability shall include any third-party claims (or threatened claims) brought against the Supplier. 
   18. The Customer shall indemnify the Supplier and keep the Supplier indemnified against all liability incurred by the Supplier in connection with any third-party claims (or threatened claims) related to infringement (or alleged infringement) of intellectual property rights.
   19. The Customer shall indemnify the Supplier and keep the Supplier indemnified against all liability incurred by the Supplier in connection with any breach by the Customer of the Data Protection Legislation.
   20. This clause 8 shall survive termination of the Contract.

1. Termination
   1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party [three] months’ written notice.
   2. 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:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), 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;
      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
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   3. 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.
   4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment;
      2. the Customer becomes subject to any of the events listed in clause 9.2(c) or clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
      3. the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2(b).

1. Consequences of termination
   1. On termination or expiry of the Contract: 
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of 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; 
      2. the Customer shall return all of the Supplier Materials and any Deliverables 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 the Contract.
   2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
   3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

1. General
   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. 
   2. Assignment and other dealings.
      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.
      2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
   3. Confidentiality.
      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, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
      2. Each party may disclose the other party’s confidential information:
         1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
         2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
   4. Entire agreement.
      1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
      3. Nothing in this clause shall limit or exclude any liability for fraud.
   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).
   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.
   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 this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 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.
   8. Notices.
      1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next 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 the address notified.
      2. Any notice shall be deemed to have been received:
         1. if delivered by hand, at the time the notice is left at the proper address;
         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
         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. In this clause 11.8(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.
      3. This clause 11.8 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.
   9. Third party rights. 
      1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
   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 and Wales.
   11. 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.