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Terms and Conditions (Business)

We, and our means BCU Enterprise Limited (“BCUE”) registered in England and Wales with company number 02416968 of Birmingham City University, University House, 15 Bartholomew Row, Birmingham, B5 5JU and you and your means the person, firm or company making use of the supply of goods and/or services under the terms of this Agreement. The term “us” means both parties unless the context reasonably implies it is only one of the parties.

Your attention is drawn to clause 12 of this Agreement which limits our liability to you. Please read and make sure you understand it before entering into the Agreement.

THE CONDITIONS

1 Definitions and Interpretation

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

1.1 Definitions:

Agreement” means the agreement between both of us for the supply of Services in accordance with these Conditions.

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

Charges” mean the charges payable by you to BCUE for the supply of the Services in accordance with clause 6 (Charges and Payment).

Client” means the individual or organisation referred to in the Order Form.

Conditions” means these terms and conditions as amended from time to time in accordance with clause 19 (Variation).

Deliverables” are as set out in the Order Form produced by us for you.

Order” means your order to us for the supply of the Services (which may include the hire of the equipment or space) as set out in the Order Form.

Order Form” means the document sent by us to you setting out details of the Order.

Privacy Policy” means the privacy policy as found on the bcue.co.uk website as amended from time to time.

Services” means the services, including any Deliverables, or the hire of any equipment or space to be provided by us to you as set out in the Specification.

Specification” means the description or specification for the Services agreed in writing by both of us and as set out in the Order Form.

1.2 Interpretation:

1.2.1 Where in these Conditions we refer to a piece of law, for example, an Act or Regulations we mean to refer to it as it is in force on the date this Agreement is entered into as well as any future amendments of changes or re-enactments of it. That means that if the law changes during the term of this Agreement we intend that this Agreement refers to the update legislation. Where we refer to the piece of law we also refer to subordinate legislation made under it.

1.2.2 If these Conditions use the terms “include”, “including”, “in particular”, “for example” or any similar expression we intend that this is an illustrative list and the meaning following it is not limited solely to the words, description, definition, phrase or term preceding those terms.

1.2.3 Where these Conditions refer to something being in writing or written that includes email.

2 Basis of Agreement

2.1 The Order Form says which Services you wish to make use of under the terms of this Agreement. If you accept the Order Form or if you accept the performance of Services by us then you are deemed to have accepted these Conditions. The Order Form may specify that additional terms or conditions (in addition to these Conditions) apply for certain services.

2.2 Any proposal documents, samples, drawings, descriptive matter or advertising we issue, and any descriptions or illustrations contained in our documents, proposals, catalogues or brochures, are published for the sole purpose of giving an approximate idea only. They do not have any contractual force unless they are specifically referred to in the Specification or the Order Form as being applicable and forming part of our obligations to you in relation to this Agreement.

2.3 Any quotation we give shall not constitute an offer (which means it cannot simply be accepted by you), and such quotation is only valid for a period of twenty 20 days from its date of issue unless otherwise advise by BCUE in our sole discretion. We only intend to enter into a binding contract with you once you have submitted your Order, and once we have completed and sent to you our Order Form which you have agreed to by signing or as otherwise advised by BCUE in its sole discretion.

2.4 This Agreement (and any other additional terms of conditions that may be referred to in the Order Form) supersedes anything else we have agreed about the subject matter of the Order Form and constitutes the entire agreement between both of us. Nothing can change the terms of this Agreement unless it is in writing and signed by a duly authorised representative of each party.

3 Supply of Services

3.1 We shall supply the Services to you in accordance with the Order Form in all material respects.

3.2 We shall try really hard (in legal terms this would be to use all reasonable endeavours) to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and we cannot promise that we will deliver on those dates (time is not of the essence).

3.3 When providing the Services to you we will use reasonable care and skill.

4 Hired Equipment / Hired Space

4.1 Where the Order Form sets out that the Services will include hired equipment / hired space we have agreed to hire the stated equipment or space to you to use for the purposes set out in the Order Form. The terms of this clause 4 (Hired Equipment / Hired Space) shall apply to the hiring of such equipment or space.

4.2 We will provide to you the hired equipment / hired space for the purpose set out in the Order Form. hired equipment may be available for collection, if set out in the Order Form.

4.3 The hired equipment / hired space shall at all times remain our property and you shall have no right or title interest in or to it.

4.4 The risk of loss, theft, damage or destruction of the hired equipment shall pass to you when it leaves our premises. The hired equipment will remain at your sole risk until such time it is redelivered to us.

4.5 You shall be responsible for the obtaining of all licences and consents with respect of the use of the hired space, or in the case of hired equipment, the use of and the return to us. You shall incur the costs of carriage and insurance. You will not install the hired equipment as a fixture or do any act inconsistent with our unencumbered ownership or right to return a redelivery.

4.6 You shall ensure use only by appropriately trained staff in accordance with our instructions, health and safety rules and the manuals as applicable.

4.7 You must keep the hired equipment in good and safe working order, identifiable and where possible marked as our property. You must have it maintained by an approved person. You must make sure that the hired equipment is comprehensively insured to its full replacement value during the term of this Agreement and your hiring of the hired equipment (including up to the time it is returned to us at the location specified in the Order Form) and you must provide evidence that this has been done if we ask for it. Where applicable, you are also required to arrange and maintain employers’ liability insurance (with a reputable insurance company approved by us) for a minimum of £5 million. The insurance must cover all risks which may be incurred by you arising out of your performance of this Agreement.

4.8 You must make good or replace the hired equipment if it is lost, damaged or destroyed whilst you have possession of it. You must not move the hired equipment from the premises you have asked us to deliver it or allow any third party to use it without our prior written consent.

4.9 You shall not cause of permit any damage to the hired space, including any furnishings, equipment or fixtures and you will agree to indemnify us for any costs associated with repairing any such damage.

4.10 You must not modify, adjust or attach anything to the hired equipment / hired space or allow this to be done.

4.11 If we ask to inspect the hired equipment then you must provide access to your premises to do so, provided we have given you at least fourteen (14) days prior written notice.

4.12 On returning the hired equipment you must restore settings, clean it and decontaminate it and return the hired equipment at the end of this Agreement in a good and safe condition (fair wear and tear expected). You are responsible for the costs of returning the hired equipment to us including the cost of all reasonable packaging. In the case of hired space, you must leave the premises in good order and as you found the space.

4.13 The use of the hired equipment / hired space is entirely at your own risk.

4.14 We retain control, possession and management of hired space and you have no right to exclude us from the hired space. We reserve the right to enter the hired space at any time.

4.15 BCUE reserves to right to provide additional terms and conditions for the use of hired equipment / hired space which will be provided as part of the order Form

5 Your Obligations

5.1 In order for us to fulfil our part of this Agreement and supply to you the Services we need you to do some things. In order for us to do what we have promised to do for you we will need you first to make sure that you:

5.1.1 check that the Order and the Order Form and any information provided by you to us is complete and accurate;

5.1.2 co-operate with us;

5.1.3 provide us and the people working with and for us to provide the Services to you, with access to your premises, office accommodation or other facilities in order for us to carry out the Services;

5.1.4 comply with health and safety laws, instruction manuals guidance information and any directions we make available to you about the safe and lawful operation of the Services.

5.2 If we cannot fulfil our part of this Agreement with you in order to provide the Services, , in a way we have promised because you have not fulfilled your part of the bargain as referred to in clause 5.1 above then we may need to suspend our performance under this Agreement until you fix it and if you do that we cannot be held responsible for such suspension. If this happens we may need to charge you additional time, expenses, costs and/or losses arising from the suspension and ultimately if you do not comply with your part of the bargain we may need to terminate this Agreement.

6 Charges and Payment

6.1 The Charges, or the basis for the calculation of the Charges, for the Services shall be calculated in accordance with the Order Form and this clause 6 (Charges and Payment).

6.2 We shall be entitled to charge you for any expenses we and the people we engage to fulfil or provide the Services, reasonably incurred. For example, we may incur travel expenses, hotel costs, subsistence and the cost of materials. As far as we possibly can we will make sure the overall cost is set out in the Order Form and if any additional expense needs to be incurred we will check with you first.

6.3 All payments must be made in GBP.

6.4 In order to be able to continue our business and supply the Services, we need you to pay our invoices within thirty (30) days of the date of the invoice or, if we agreed something different with you with regard to payment, this will be specified in the Order Form. Payment must be made in the format confirmed by us.

6.5 If we quote a price to you please assume that this does not include Value Added Tax. We will add Value Added Tax to the price quoted at the then current rate. At the moment this is twenty percent (20%) but may change.

6.6 If you do not pay as required under this Agreement then as well as other remedies we may have we will be entitled and may choose to charge you interest on the overdue sum from the due date until payment of the overdue sum. Interest will accrue on a daily rate of four percent (4%) a year above the Bank of England’s base rate from time to time but at four percent (4%) a year for any period when that base rate is zero (0) or below. Effectively if you pay late you may end up paying more so please pay on time.

6.7 All payments due under these Conditions must be made in full by way of cleared funds without any deduction or withholding except as required by law and you may not assert any credit, set off counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

6.8 Where applicable, we can offer the use of a payment portal provided by a third party, Elavon Financial Services DAC, trading as Elavon Merchant Services (“Elavon”)

6.9 All payments through Elavon are subject to the following conditions:

6.9.1 Your payment will normally reach us the following working day. However time should be allowed for processing transactions through Elavon.

6.9.2 We cannot accept liability if payment is refused or declined by Elavon or the credit/debit card supplier for any reason; and

6.9.3 If Elavon or the card supplier declines payment, we are under no obligation to bring this fact to your attention. You should check with your bank/credit/debit card supplier that payment has been deducted or not from your account.

6.9.4 The data that you provide during this transaction will only be used for the purpose of recording your payment. We shall abide by the principles of the Data Protection Act 2018 and ensure that the data is used for no other purposes and is disclosed to no third party, except in respect of data that it is necessary to provide to our e-commerce provider. Elavon as our e-commerce provider will retain some personal information so that we can access payment records in the event of queries or incomplete payment information. Any credit/debit card details given by you will not be retained in their entirety. Information will only be retained for a reasonable period and then destroyed.

7 Key Personnel

7.1 If the Order Form sets out any key personnel to be involved in the delivery of this Agreement then both parties agree to advise each other if there are any planned or actual changes in the identities of those key personnel. Both parties agree that they will do this in writing.

8 Intellectual Property Rights

8.1 The Services may utilise existing intellectual property rights. When we supply Services under this Agreement we are not transferring ownership of those intellectual property rights to you but instead are granting you a licence to use them, along with other people who enter into an agreement with us, for the purpose envisaged under this Agreement and the Order Form.

8.2 In providing the Services to you we may create new materials and/or ideas which may attract intellectual property rights. If we create any intellectual property rights including, but without limitation, know how, trade secrets, confidential information, and/or copyright while we provide the Services to you we shall own it. We will however licence it to you to enable you to obtain the benefit of our Services and use of the hired equipment (where applicable) as intended in this Agreement and the Order Form.

8.3 We hereby grant to you and if the subject of this grant is not yet in existence we will grant to you the right to use and copy the Deliverables for the purpose of receiving and using the Services and the Deliverables in your business as anticipated by this Agreement and the Order Form.

8.4 You are not permitted to transfer or sub-licence any of the rights granted in clauses 8.1 to 8.3 above.

9 Data Protection

9.1 We will comply with all the applicable requirements of any data protection legislation including, but without limitation, the Data Protection Act 2018 and the UK GDPR. You promise to do the same. Please see our privacy policy at bcue.co.uk for more information. This explains what data we collect and how we use it. If you have any questions you can contact us using the details in the privacy policy.

10 Publicity and Branding

10.1 You will not make any press announcements or publicise this Agreement in any way without the prior written consent of us.

10.2 You will not have the right to use our name, logos or trademarks without our prior written consent.

10.3 We may, in our discretion, publicise your participation with the Services, including by issuing a press release and other forms of publicity featuring non-confidential information about you.

10.4 Both parties promise to each other that they will not do anything that might damage the reputation of each other or bring each other into disrepute.

11 Liability

11.1 You will indemnify us (for the avoidance of doubt, “us” in this context means BCU Enterprise Limited) on a continuing basis for any losses, expenses, costs or liabilities, suffered or incurred by us, insofar as permitted by law, which are attributable to or arise as a result of your (or your employees/staff) actions or failure to act or for any breach of these Conditions (or any policies or procedures referred to within). This indemnity includes any reasonable legal or other professional fees, which we may incur in enforcing these Conditions.

12 Limitation of Liability

12.1 We cannot limit or exclude our liability for death or personal injury caused by negligence, or for any fraudulent misrepresentations, breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (Title and Quiet Possession); and we are not trying to do so. The rest of this clause 11 is subject always to any applicable law or rules which make it unlawful to exclude categories of liability.

12.2 Subject to clause 11.1 (Limitation of Liability) above, our liability under this Agreement to you for breach of contract, statutory duty and in tort or misrepresentation or otherwise, shall be limited to the amount of Charges payable by you to us under this Agreement.

12.3 Please also note that we will not be liable to you for:

12.3.1 special, indirect, consequential loss, damage, costs, or expenses; or

12.3.2 any loss of profits; loss of anticipated profits; loss of sales or business; loss of agreements or contracts; loss of or corruption of data, software or information; loss of or damage to reputation or goodwill; business interruption; or, other third-party claims; or

12.3.3 any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

12.3.4 any losses caused directly or indirectly by any failure by you or breach by you in relation to your obligations or as a result of us complying with any instructions or information given by you; or

12.3.5 any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or you use of the Services or any goods supplied in connection with the Services.

12.4 We have given commitments as to compliance of the Services with relevant specifications in clause 3 (Supply of Services). 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 Agreement.

13 Cancellation Rights

13.1 We reserve the right to cancel or make changes to any Services and to terminate the Agreement without any liability to you on 14 (fourteen) days’ notice for any reason.

13.2 If you are purchasing Services for the purposes of your business, trade or profession any cancellation right shall be limited at BCUE’s discretion subject to any special conditions which may have been notified in advance by BCUE.

13.3 If you are an individual entering into this Agreement for purposes which are wholly or mainly outside your trade, business, craft or profession (a “Consumer”), you have a legal right to cancel this Agreement during the cancellation period set out below in clause 13.4 (except in certain circumstances of clause 13.7). This means that if during the relevant period you change your mind or decide for any other reason that you do not want to proceed with this Agreement, you can inform BCUE of your decision to cancel the Agreement and receive a full refund (except in the circumstances of clause 13.7).

13.4 Your legal right to cancel this Agreement starts from the date you enter into the Agreement which is when the Agreement with you comes into existence. Your legal right to cancel the Agreement ends at the end of fourteen (14) days after the date on which the Agreement comes into existence (except in certain circumstances of clause 13.7).

13.5 To cancel an Agreement, you just need to let BCUE know that you have decided to cancel. The easiest way to do this is to please provide your name, home address, details of the order and, where available, your phone number and email address and email us at refunds@bcue.co.uk . Your cancellation will be effective from the date of your e-mail.

13.6 If you cancel your Agreement in accordance with clauses 13.3 to 13.5, BCUE will refund to you the full fees you have paid in respect of the Agreement (except in the circumstances of clause 13.7).

13.7 If your Agreement begins before the end of the cancellation period referred to in clause 13.4, you may lose your right to cancel the Agreement and to receive a refund of the fees you paid, or (if you do still have the right to cancel and choose to exercise this right) you may only be entitled to a partial refund of the fees you paid. For this reason, BCUE is only allowed by law to begin to provide the services specified in this Agreement to you before the end of the cancellation period if you make an express request for BCUE to do so. Accordingly, your access or use of the services, will be deemed to be an express request for BCUE to provide you with services under this Agreement before the end of the cancellation period. In these circumstances, you will lose your legal right to a full refund. If you use or access the services and then inform BCUE of your wish to cancel, both within the fourteen (14) day period, you will still have the right to cancel but you will not be entitled to a full refund of the fees you paid. BCUE will instead refund to you the fees you paid LESS an appropriate pro rata amount in respect of the part of the services that has been provided.

13.8 BCUE will make any refund due to you under clauses 13.3 to 13.7 as soon as possible and in any event within fourteen (14) days after you inform BCUE of your decision to cancel the Agreement.

14 Termination

14.1 It is okay if you wish to change your mind. Either of us can terminate this Agreement by giving written notice to the other party. The period of written notice you will need to provide will be specified in the Order Form. The period of notice we will provide you is set out in clause 13 (cancellation rights) above. Please be aware that if you terminate this Agreement for no reason other than you have changed your mind and no longer want to receive the Services you may still be charged the full cost.

14.2 Further, either of us may terminate this Agreement with immediate effect by giving written notice if:

14.2.1 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such a breach cannot be fixed) if such a breach can be fixed the party in default fails to remedy that breach within thirty (30) days of the defaulting party being notified in writing to do so;

14.2.2 if one of us has been in persistent breach of our obligations under this Agreement and has failed to rectify such breaches within fourteen (14) days after being notified to do so. A persistent breach means a breach of the terms of this Agreement which has continued for more than fourteen (14) days or has reoccurred in three (3) or more months within the previous six (6) month period after the date on which it was notified about the breach;

14.2.3 if one of us takes any step or action in connection with our entering or with your entering administration, provisional liquidation or any composition or arrangement with our creditors or your creditors (other than in relation to a solvent restructuring), 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 our or your 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;

14.2.4 if one of us suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of our business; or

14.2.5 if 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 obligations under the Agreement has been placed in jeopardy.

14.3 We may terminate the Agreement with immediate effect by giving written notice to you if:

14.3.1 you fail to pay any amount due under the Agreement on the due date for payment; or

14.3.2 If you commit a breach of clause 8 (Intellectual Property Rights) or clause 9 (Data Protection).

14.4 We may suspend the supply of Services under the Agreement or any other contract between you and us if you fail to pay any amount due under the Agreement on the due date for payment, you become subject to any of the events listed in clause 14.2.3 to clause 14.2.5 (Termination), or we reasonably believe that you are about to become subject to any of them.

14.5 The rights given to both of us in this clause 14 to terminate and/or suspend the Agreement in various circumstances do not affect any other right or remedy that a party may have available to it.

15 Consequences of Termination

15.1 If this Agreement is terminated for any reason, or if it expires:

15.1.1 you shall immediately pay all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

15.1.2 you shall return any of our materials you may have been given in relation to this Agreement and any Deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping of the same, ensuring such Deliverables are kept separate from any other items, that they remain easily identifiable as ours and that you will not use them for any purpose not connected with the Agreement.

15.2 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

16 Dispute Resolution

16.1 If the parties have a dispute or disagreement they agree that they will attempt in good faith to negotiate a settlement with each other informally. If the parties cannot achieve this then they agree to enter into a period of negotiation of thirty (30) days. After that period of thirty (30) days if the parties cannot resolve our dispute then they will refer it to mediation within a further thirty (30) days, such mediation to be conducted in accordance with the CEDR (Centre for Effective Dispute Resolution) model procedure.

17 Assignment and Other Dealings

17.1 We may at any time transfer (meaning assign, mortgage, charge, subcontract, delegate, declare a trust over) or deal in any other manner with any or all of our rights and obligations under the Agreement.

17.2 You may not transfer (meaning assign, mortgage, charge, subcontract, delegate, declare a trust over) or deal in any other manner with any of its rights and obligations under the Agreement without our prior written consent.

18 Confidentiality

18.1 The parties both promise to each other that they shall not at any time during this Agreement and for a period of six (6) years after termination or expiry of this Agreement, disclose to any third party any confidential information that they have exchanged. The parties may however use each other’s confidential information in order to fulfil our obligations under this Agreement.

18.2 The parties may however disclose each other’s confidential information:

18.2.1 to our employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our obligations under the Agreement. The parties shall ensure that their employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.2 (Confidentiality); and

18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that when required to make any disclosure in accordance with this clause 17.2.2 (Confidentiality) the disclosing party shall (where legally permission to do so) give the other party not less than three (3) days’ notice of each disclosure and shall consult with it prior to such disclosure with a view to avoiding such disclosure if reasonably practicable and legally possible.

18.3 Information is not subject to this clause 17 if:

18.3.1 it is already or becomes common knowledge in any way without breach of this Agreement or any other obligation of confidentiality;

18.3.2 the disclosing party can show was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and was not previously received under an obligation of confidence to the disclosing party or was developed by or for the receiving party at any time independently of the information disclosed to it by the disclosing party.

18.4 Upon expiry or earlier termination of this Agreement, the parties agree that if the other requests it they will return all confidential information (together with any copies of the same).

19 Entire Agreement

19.1 The Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

19.2 Unless specified otherwise in this Agreement, the parties both acknowledge that in entering into the Agreement they do 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 Agreement. To the extent legally permissible, they parties agree that they shall not have any claim against each other for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Agreement.

19.3 Nothing in this clause shall limit or exclude any liability for fraud.

20 Variation

20.1 Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by both of us (or our authorised representatives).

21 Waiver

21.1 We agree that unless we reduce to writing and sign a subsequent agreement we do not intend to waive any of our rights or remedies that accrue under this Agreement.

21.2 Unless otherwise provided in this Agreement, rights and remedies under this Agreement are cumulative and do not exclude any rights or remedies provided by law, in equity or otherwise.

22 Force Majeure

22.1 Neither of us will be in breach of the Agreement or liable to the other for delay in performing, or failure to perform, any obligations if such delay or failure results from events, circumstances or causes beyond the parties reasonable control. Examples of such causes could be, without limitation: Industrial action, civil unrest, fire, flood, storms, government direction regarding virus and or virus related lockdown, pandemic, epidemic, plague, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. The party suffering the force majeure event will notify the other party without undue delay and will give as much detail of the event, the steps being taken to mitigate it and the anticipated duration of the force majeure event. If the period of delay or non-performance continues for a period of thirty (30) days, either party may terminate the Agreement or cancel the Services to be carried out under these Conditions.

23 Use of the Internet

23.1 Both parties may communicate with each other via electronic means of communication. Both parties recognise the risks associated with the use of electronic communications, including but not limited to distortion, delays, interception, manipulation and viruses. Both parties hereby declare that they shall not hold each other liable for any damage or loss incurred by either of us as a result of the use of electronic communications. Both parties shall do all that can reasonably be expected of us to avoid such risks.

24 Recruitment Ban

24.1 During the execution of the Service and within three (3) years of termination of the service provision, both parties agree that they shall not employ persons who are or were involved in providing the Services on behalf of the other. If, despite the above ban, one of us decides to employ one or more persons who were involved in providing the Services on behalf of the other party, the person doing the hiring undertakes to pay the other at least the recruitment costs that the latter incurs in recruiting one or more replacement workers.

25 Severance

25.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, the parties agree they intend it to be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

26 Notices

26.1 If any part of this Agreement or any other circumstances arise whereby the parties need to give notice or write to each other they shall send it in writing and shall have it 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); and sent by email to the email address for notices set out in the Order Form;

26.2 Any notice or communication shall be deemed to have been received:

26.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

26.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second (2nd) Business Day after posting or at the time recorded by the delivery service; and

26.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 25.2.3 (Notices), business hours means 9.00am to 5.00pm on a Business Day.

26.3 This clause 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 which prescribes how notices shall be served.

27 No Partnership or Agency

27.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us, nor shall the parties become an agent for each other and neither of us authorise the other party to make or enter into any commitments for or on behalf of the other party.

28 Third Party Rights

28.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

29 Governing Law

29.1 The Agreement, 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.

30 Jurisdiction

30.1 The parties irrevocably agree 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 Agreement or its subject matter or formation.