Comtrol UK Ltd

Terms & Conditions of Supply

1. Interpretation

1.1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.14.
Contract: the contract between the Supplier and the Customer for the supply of Services and (if any) Hardware in accordance with these Conditions, and including the Proposal.
Customer: the person or firm to whom the Services and (if any) Hardware are to be supplied, including for the avoidance of doubt any Resellers of the same.
Deliverables: the deliverables set out in the Proposal, which may include information, documents, software, and/or Hardware to be provided in connection with the Services.
Force Majeure Event: events, circumstances or causes beyond a party’s reasonable control.
Hardware: the equipment or machines (or any part of them) set out in the Proposal as being either supplied or maintained by the Supplier, or purchased by the Customer.
Initial Term: has the meaning given in clause 3.1.
Intellectual Property Rights: patents, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in software, database rights, 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.
Proposal: the proposal, quotation, or other documentation issued by the Supplier to the Customer which sets out the services to be provided under the Contract, the charges which are payable for those services and certain other important terms.
Reseller: any Customer who purchases the Services and (if any) Hardware with the intention of selling it on to one or more third parties.
Services: the services, including the Deliverables, as set out in the Proposal.
Supplier: Comtrol UK Ltd registered in England and Wales with company number 09041682, whose registered office is at 168 Church Road, Hove, East Sussex, BN3 2DL.
Third Party Purchaser: any third party purchasing the Services and (if any) Hardware through a Reseller.

1.2. Interpretation: (a) reference to a party includes its personal representatives, successors and permitted assigns; (b) reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision; (c) 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; and (d) reference to writing or written includes fax and email.

2. Basis of contract

2.1. The Proposal issued by the Supplier shall not constitute an offer, is valid only for the period specified in it, and may be withdrawn by the Supplier at any time prior to the Contract.
2.2. The Customer’s order as set out in the Customer's purchase order form, or the Customer's written acceptance of the Proposal, as the case may be (Order) constitutes an offer by the Customer to take those Services and (if any) Hardware set out in the Proposal in accordance with these Conditions.
2.3. The Customer’s Order shall be deemed accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Hardware or illustrations or descriptions of the Services contained in the Supplier's promotional materials are issued or published for the sole purpose of giving an approximate idea of the Services and/or Hardware described in them. They do not form part of the Contract or have any contractual force.
2.5. In the event of any conflict between these Conditions and the Proposal, the Proposal takes precedence.
2.6. These Conditions apply to the Contract to the exclusion of any terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. Supply of Services

3.1. The provision of Services shall commence on the date set out in the Proposal and continue for an initial period of three (3) years (Initial Term).
3.2. After the Initial Term, the Contract shall automatically renew for successive periods of one (1) year on a rolling annual basis until notice is given by either party under clause 10.
3.3. The Supplier shall supply the Services to the Customer in accordance with the Proposal in all material respects.
3.4. The Supplier shall use reasonable endeavours to meet any performance or delivery dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services or delivery of Hardware.
3.5. The Supplier reserves the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.6. The Supplier reserves the right to vary or withdraw Services by notice to the Customer, provided that such variation or withdrawal shall not take effect until the end of the period for which the charges have been paid in advance, or for three (3) months, whichever is later.
3.7. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill and in compliance with applicable laws.

4. Hardware

4.1. The Customer acknowledges that: (a) any Hardware supplied is manufactured by third parties and is therefore supplied subject to such warranties as may be given by the manufacturer or otherwise set out in the Proposal; and (b) the Supplier reserves the right to amend any specification of the Hardware if required by any applicable statutory or regulatory requirement, or replace the Hardware with items of equivalent specification, and the Supplier shall notify the Customer in any such event.
4.2. Subject to clause 4.3, the Supplier shall, at its option, repair or replace defective Hardware if: (a) the Customer gives notice in writing during any warranty period within a reasonable time of discovery; (b) the Supplier is given a reasonable opportunity of examining such Hardware; and (c) the Customer (if asked to do so by the Supplier) makes the Hardware available for collection by the Supplier or returns such Hardware to the Supplier's place of business at the Supplier's cost.
4.3. The Supplier shall not be liable for the Hardware’s failure to comply with any manufacturer’s or other warranty if: (a) the Customer makes any further use of such Hardware after giving a notice in accordance with clause 4.2; (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Hardware or (if there are none) good trade practice; (c) the Customer or any third party alters or repairs such Hardware (or attempts to do so) without the written consent of the Supplier; (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or (e) the Hardware differ from its description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4.4. The Supplier will deliver the Hardware in accordance with the delivery information set out in the Proposal. Delivery may take place in instalments. Failure to deliver any one or more instalments shall not entitle the Customer to cancel the Contract. The Supplier will not be liable for short delivery or for damage caused during delivery unless a claim is notified to the Supplier within seven (7) days of delivery. Where the Customer notifies the Supplier that it is unable to take delivery of the Hardware after being notified that it is ready for dispatch, the Customer shall reimburse the Supplier all reasonable costs and storage charges incurred until the time of delivery.
4.5. Where Hardware is to be delivered by instalments or under a call-off arrangement (where either is provided for in the Proposal) and the Customer either (a) fails to accept any delivery; or (b) defaults in making payment of all charges when due; the Supplier may cancel any or all subsequent deliveries and the Customer shall indemnify the Supplier in full for any loss or expense arising from the same and, where the Supplier is unable to mitigate its loss by selling the Hardware, the price of the Hardware not delivered.
4.6. The following clauses (4.6 and 4.7) apply to Hardware supplied to the Customer on loan: Title to the Hardware shall remain at all times with the Supplier, unless otherwise specified in the Proposal, and the Customer shall: (a) store the Hardware separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware; (c) maintain the Hardware in satisfactory condition and keep it insured against all risks for their full price on the Supplier's behalf from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.3(b) to clause 10.3(d); and (e) give the Supplier such information relating to the Hardware as the Supplier may require from time to time.
4.7. In the event of termination, or if the Customer the Customer becomes subject to any of the events listed in clause 10.3(b) to clause 10.3(d), then, without limiting any other right or remedy the Supplier may have the Supplier may at any time: (a) require the Customer to deliver up all loaned Hardware in its possession; and (b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Hardware is stored in order to recover them. If the Customer prevents or otherwise restricts the Supplier from removing the Hardware the Customer shall pay the Supplier a sum equivalent to the replacement value of the Hardware plus all other costs incurred by the Supplier in seeing to recover the Hardware.
4.8. The following clauses (4.8, 4.8 and 4.9) apply to Hardware purchased by the Customer: Risk of damage to or loss of Hardware shall pass to the Customer on delivery. Title to the Hardware will not pass to the Customer until the Supplier has received payment in full of all sums due to it in respect of the Hardware and all other sums which are due and payable under the Contract. Until title passes, the Customer must: (a) store the Hardware separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware; (c) maintain the Hardware in satisfactory condition and keep it insured against all risks for their full price on the Supplier's behalf from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.3(b) to clause 10.3(d); and (e) give the Supplier such information relating to the Hardware as the Supplier may require from time to time.
4.9. The Customer’s right to possession of the Hardware will terminate immediately of any of the circumstances in clause 10.3(b) to clause 10.3(d) occur prior to title passing to the Customer. Without limiting any other right or remedy the Supplier may have the Supplier may at any time: (a) require the Customer to deliver up such Hardware in its possession; and (b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where such Hardware is stored in order to recover them. If the Customer prevents or otherwise restricts the Supplier from removing the Hardware the Customer shall pay the Supplier a sum equivalent to the replacement value of the Hardware plus all other costs incurred by the Supplier in seeing to recover the Hardware.
4.10. In the event that the Customer wishes to cancel the purchase of Hardware (whether before or after the Hardware has been delivered) and the Hardware can be placed back into the Supplier’s stock, cancellation will be subject to a restocking fee of 15% of the price of the Hardware. Returns will not be accepted where the Supplier cannot place the Hardware into stock.

5. Customer's obligations

5.1. The Customer shall: (a) ensure that the terms of its Order are complete and accurate; (b) co-operate with the Supplier in all matters relating to the Services; (c) 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 to provide the Services; (d) provide the Supplier in a timely manner with such information and materials as the Supplier may reasonably require in order to supply the Services and/or deliver the Hardware, and ensure that such information is complete and accurate in all material respects; (e) prepare its premises for the supply of the Services including the delivery and/or installation of any Hardware; (f) 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; (g) comply with all applicable laws, including health and safety laws; (h) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and (i) comply with any additional obligations as set out in the Proposal.
5.2. If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend it performance 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; (b) 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 as set out in this clause 5.2; and (c) 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.
5.3. The Customer must not solicit either directly or indirectly any of the Supplier’s personnel for a minimum period of six (6) months after such personnel leave the Supplier’s employment except with the Supplier’s express written permission. In the event that the Customer engages any of the Supplier’s personnel to whom it has been introduced or with whom it has had contact during the performance of the Contract, the Customer shall pay to the Supplier an introduction fee of eleven (11) weeks, or the equivalent, of the engaged person’s remuneration in the Customer’s service or employ.

6. Charges and payment

6.1. The charges for Services during the Initial Term shall be as set out in the Proposal. These charges will automatically increase annually, with effect from each anniversary of the Contract, in line with the percentage increase in the Retail Prices Index during the previous year.
6.2. The charges for any Hardware shall be as set out in the Proposal and are exclusive of all packaging, insurance, transport and delivery costs and charges.
6.3. The Supplier shall invoice the Customer at the times and intervals set out in the Proposal.
6.4. Where payment is to be made on a monthly or quarterly basis (the same having been set out in the Proposal), such payments shall be made by way of direct debit. The Customer shall complete a valid direct debit instruction and enter into such additional agreement as may be required by the Supplier in connection with the same.
6.5. Where payment is not made by way of direct debit, the Customer shall pay each invoice in accordance with the payment terms set out in the Proposal in full and in cleared funds to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract. If no payment terms are set out in the Proposal, the Customer shall pay each invoice within thirty (30) days of the date of the invoice.
6.6. 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 or Goods at the same time as payment is due for the supply of the Services or Goods.
6.7. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, (a) interest shall accrue at a rate of 3% above the base rate of Barclays Bank Plc from the due date until payment; and (b) without limiting the Supplier's remedies under clause 10 the Customer shall pay an administration fee of £25.00 towards the Supplier’s cost of recovering the sums due.
6.8. If the Customer has contracted to receive “voice” services and exceeds the agreed voice package as set out in the Proposal or uses their data line to make and receive voice calls, the Customer shall pay to the Supplier: (a) call charges in respect of all such calls made, as set out in the Proposal and which may vary depending on the extent to which the package has been exceeded; (b) an administration fee of £25.00 towards the Supplier’s costs’ and (c) a 20% processing fee.
6.9. Where a fault is caused by tampering with equipment, damage to the Hardware, third party interference with the Services and/or the Hardware, or cabling faults, the following charges will be invoiced to the Customer: (a) a call out charge of £150, plus £25 per 15 minutes, where on-site support is required; (b) a remote support charge of £75; and/or (c) the cost of replacement equipment or Hardware plus shipping. The aforementioned costs represent a reasonable estimation of the cost to the Supplier of restoring service. The affected Service and/or Hardware will not be supported by the Supplier until such fault is rectified and service is restored.
6.10. 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).

7. Intellectual property rights

7.1. All Intellectual Property Rights and all other rights in the Deliverables shall be owned by the Supplier (or its licensors, where applicable).
7.2. The Supplier grants to the Customer, a non-exclusive, non-transferable licence during the term of the Contract to copy the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business. This licence will automatically terminate on termination of the Contract.
7.3. Any software comprised in or supplied with Hardware and/or in connection with the Services supplied under this Contract is supplied under licence from the software owner (whether the Supplier or a third party) and no right of ownership is transferred to the Customer. The Customer must comply with the terms of the software licence made available with the software and shall indemnify the Supplier against the consequences of any breach of such licence by the Customer.

8. Confidentiality

8.1. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.
8.2. Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 8; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

9. Limitation of liability

9.1. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.2. Nothing in these conditions excludes the liability of the either party: (a) for death or personal injury caused by negligence; or (b) for fraud or fraudulent misrepresentation.
9.3. Subject to clauses 9.1 and clause 9.2, neither party shall in any circumstances be liable to the other, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for: loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.4. Subject to clauses 9.1 and clause 9.2, the Supplier's total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the charges paid by the Customer under the Contract.
9.5. This clause 9 shall survive termination of the Contract.

10. Termination

10.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with effect from the end of the Initial Term or any renewal period by giving the other party not less than sixty (60) days’ prior written notice.
10.2. If the Customer wishes to terminate the Contract, it will remain liable to the Supplier for all charges under the Contract for the remainder of the Initial Term or, where applicable, the then current renewal period and such charges will become immediately due and payable on termination.
10.3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so; (b) 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), 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; (c) 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 (d) 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.
10.4. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under the Contract on the due date for payment; or (b) there is a change of control of the Customer (where “control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly).
10.5. Without affecting any other right or remedy available to it, the Supplier will automatically suspend the supply of Services or Hardware under the Contract if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 10.3(b) to clause 10.3(d), and the Supplier may also suspend such supply if the Supplier reasonably believes that the Customer is about to become subject to any of them.

11. Consequences of termination

11.1. On termination of the Contract: (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and/or Hardware 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; and (b) the Customer shall return all of the Supplier Materials, the loaned Hardware (if any) and Deliverables. If the Customer fails to do so, then the Supplier may (acting in its sole discretion) enter the Customer's premises and take possession of them or invoice the Customer for the cost of any Hardware not returned in accordance with clause 4.7 or 4.9. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. If the Customer returns items of Hardware which are damaged, the Supplier will invoice the Customer for the cost of that Hardware. All invoices raised under this clause 11.1 are payable within seven (7) days of the date of the invoice.
11.2. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.3. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

12. Resellers

12.1. Where the Customer acts as a Reseller of the Services and (if any) Hardware: (a) the terms of the Contract shall apply in full to the Customer; (b) the Customer warrants and undertakes that it has, or will before reselling the Services and (if any) Hardware, enter into a contract with all Third Party Purchasers on terms no less onerous than the Contract; (c) the Customer acknowledges that it bears all responsibility for the actions and conduct of its Third Party Purchasers and hereby indemnifies the Supplier against all and any damages, claims, expenses, losses, fines and/or costs that the Supplier may incur as a result of the acts or omissions of any Third Party Purchaser; (d) the Customer agrees to terminate forthwith its contract with any Third Party Purchaser who acts in breach of these terms and conditions and hereby grants the Supplier an irrevocable right to prohibit, restrict or limit any such third party's access to the Services; and (e) notwithstanding clause 12.1(d), the Customer acknowledges that should any of its Third Party Purchasers act in breach of the Contract, the Supplier shall consider that to be a breach by the Customer and the Supplier’s rights under the Contract will apply as if it were the Customer who had carried out the breach.
12.2. The Customer warrants that, where it acts as a Reseller, it will comply with all applicable data protection legislation and the Customer shall indemnify and keep the Supplier indemnified from and against the all claims, liabilities, costs, expenses, damages, losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, fines and legal costs) suffered or incurred by the Supplier as a result of the Customer’s breach of this clause 12.2.
12.3. For the avoidance of doubt, any Services and/or Hardware described in the Proposal as being “not for retail” or similar must not be sold by the Customer to any Third Party Purchaser.

13. General

13.1. 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 a Force Majeure Event.
13.2. 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.
13.3. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
13.4. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be: (a) 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 (b) sent by fax to its main fax number or sent by email to the address specified in the Proposal.
13.5. Any notice or communication shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; and (c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours, when business hours resume. In this clause, business hours means 9.00am to 5.00pm on Business Days.
13.6. Clauses 13.4 and 13.5 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.7. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed 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 Contract.
13.8. 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.
13.9. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
13.10. The Contract and documents referred to in it (including, for the sake of clarity, the Proposal) 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.
13.11. 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 misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
13.12. 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.
13.13. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.14. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
13.15. 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.
13.16. 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.