TERMS AND CONDITIONS OF BUSINESS

THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1 INTERPRETATION

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

1.1 Definitions:

"Applicable Data Protection Laws" means:

(a)To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b)To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Consultant is subject, which relates to the protection of personal data.

"Applicable Laws" all applicable laws, statutes and regulations from time to time in force.

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

"CDM Regulations" Construction (Design and Management) Regulations 2015 and any guidance as issued, amended or replaced from time to time by the Health and Safety Executive, which govern the management of health, safety and welfare for construction projects.

"Charges" the charges payable by the Client for the supply of the Services in accordance with clause 5.

"Client" the employing organisation identified within the Proposal.

"Client Default" has the meaning set out in clause 4.2.

"Client Personal Data" any personal data which the Consultant processes in connection with this agreement, in the capacity of a processor on behalf of the Client.

"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.

"Consultant" Abel Development Consultants Ltd registered in England and Wales with company number 16122109.

"Consultant Materials" has the meaning set out in clause 4.1.6.

"Consultant Personal Data" any personal data which the Consultant processes in connection with this agreement, in the capacity of a controller.

"Contract" the contract between the Consultant and the Client for the supply of Services in accordance with these Conditions.

"Control" has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

"Deliverables" the deliverables set out in the Proposal produced by the Consultant for the Client.

"Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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 Client's written acceptance of the Consultant's Proposal.

"Proposal" a separate document prepared by the Consultant outlining any additional appointment specific Services and terms.

"Services" the scope of services, including the Deliverables, supplied by the Consultant to the Client as set out in the Proposal and/ or Specification.

"Specification" the description or specification of the Services provided in writing by the Consultant to the Client.

"Third Party Consultants" other consultant or services appointments which have been, or will need to be, made by the Client to enable the Consultant to undertake the Services.

1.2 Interpretation:

1.2.1 Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:

1.2.1.1 is a reference to it as amended, extended or re-enacted from time to time; and

1.2.1.2 shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.2.2 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.

1.2.3 A reference to writing or written excludes fax but not email.

1.2.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.2.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.2.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.2.8 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.2.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.2.10 A reference to the Contract or to any other agreement or document referred to in the Contract is a reference of the Contract or such other agreement or document, in each case as varied from time to time.

1.2.11 References to clauses are to the clauses of these Conditions.

1.2.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.13 In the event of any inconsistency or conflict between the Conditions and the Proposal, the following order of priority shall apply:

1.2.13.1 Proposal; and

1.2.13.2 Conditions.

2 BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 The Proposal shall only be deemed to be accepted when the Client issues written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date").

2.3 Any samples, drawings, descriptive matter or advertising issued by the Consultant, and any descriptions or illustrations contained in the Consultant's catalogues or brochures, 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.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Consultant shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

3 SUPPLY OF SERVICES

3.1 The Consultant shall supply the Services to the Client in accordance with the Specification in all material respects and warrants to the Client that the Services will be provided using reasonable care and skill.

3.2 The Consultant shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Consultant reserves the right to amend the Proposal and/or Specification 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 Consultant shall notify the Client in any such event.

3.4 The Consultant shall not be liable for the Services failure to comply with the warranty set out in clause 3.1 if (i) the defect arises as a result of the Consultant following any drawing, design or specification supplied by the Client, (ii) the defect arises because the Client failed to follow the Consultant's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Services (iii) modification or alteration of the Services by any party other than the Consultant or the Consultant's duly authorised contractors or agents or (iv) the defect arises due to the Client’s failure to comply with the CDM Regulations.

3.5 Any reports and/or information provided by the Consultant in respect of advising the Client on land acquisition and any associated development activity, including but not limited to constraints advice are provided subject to the following qualifications:

3.5.1 any report and/or information delivered is provided solely for the benefit of the Client and no other third party unless the Consultant has provided prior written consent;

3.5.2 any report and/or information delivered is not intended to act as a recommendation as to whether the Client should proceed with the purchase of land;

3.5.3 any report and/or information delivered is based on information provided by the Client and any relevant Third Party Consultants and the Consultant cannot guarantee (i) the accuracy of the information or (ii) that the Consultant has seen, all the information which may be relevant to the report.

3.6 The Consultant does not warrant:

3.6.1 that planning permission and other approvals from third parties shall be granted at all or, if granted, will be granted in accordance with any anticipated timescale;

3.6.2 the accuracy or appropriateness of the advice given or work undertaken by those Third Party Consultants.

4 CLIENT'S OBLIGATIONS

4.1 The Client shall:

4.1.1 ensure that the terms of the Proposal and/or Order and any information it provides in the Specification are complete and accurate;

4.1.2 co-operate with the Consultant in all matters relating to the Services;

4.1.3 provide the Consultant, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Consultant;

4.1.4 provide the Consultant with such information and materials as the Consultant may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.5 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;

4.1.6 keep all materials, equipment, documents and other property of the Consultant ("Consultant Materials") at the Client's premises in safe custody at its own risk, maintain the Consultant Materials in good condition until returned to the Consultant, and not dispose of or use the Consultants Materials other than in accordance with the Consultant's written instructions or authorisation;

4.1.7 remain liable at all times for the payment of any Third Party Consultant’s fees and shall make prompt payment to the Consultant for such fees;

4.1.8 comply with any additional obligations as set out in the Proposal and/or Specification; and

4.1.9 comply with all Applicable Laws, including without limitation compliance with the CDM Regulations.

4.2 If the Consultant's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default"):

4.2.1 without limiting or affecting any other right or remedy available to it, the Consultant shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Consultant's performance of any of its obligations;

4.2.2 the Consultant shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Consultant's failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3 the Client shall reimburse the Consultant on written demand for any costs or losses sustained or incurred by the Consultant arising directly or indirectly from the Client Default.

5 CHARGES AND PAYMENT

5.1 Any fees or charges as set out in the Proposal and/or the Specification are estimates only. The Charges for the Services shall be either (i) a fixed sum for the Services as set out in the Proposal or (ii) calculated on a time and materials basis as set out in the Proposal. To the extent that the Charges are calculated on a time and materials basis:

5.1.1 the Charges shall be calculated in accordance with the Consultant's daily fee rates, as set out in the Proposal and/ or the Specification;

5.1.2 the Consultant's daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.30 am to 4.30 pm worked on Business Days;

5.1.3 the Consultant shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Consultant 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 Consultant for the performance of the Services, and for the cost of any materials.

5.2 The Consultant reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

5.3 The Consultant shall invoice the Client monthly based on the time related involvement.

5.4 The Client shall pay each invoice submitted by the Consultant:

5.4.1 within 30 days of the date of the invoice; and

5.4.2 in full and in cleared funds to a bank account nominated in writing by the Consultant, and time for payment shall be of the essence of the Contract.

5.5 All amounts payable by the Client 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 Consultant to the Client, the Client shall, on receipt of a valid VAT invoice from the Consultant, pay to the Consultant 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.

5.6 If the Client fails to make a payment due to the Consultant under the Contract by the due date, then, without limiting the Consultant's remedies under clause 9, the Client 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 5.6 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%.

5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction, retention or withholding (other than any deduction or withholding of tax as required by law).

6 INTELLECTUAL PROPERTY RIGHTS

6.1 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 Client) shall be owned by the Consultant.

6.2 The Consultant grants to the Client or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.

6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Client grants the Consultant a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Consultant for the term of the Contract for the purpose of providing the Services to the Client.

7 DATA PROTECTION

7.1 For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

7.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

7.3 The parties have determined that for the purposes of Applicable Data Protection Laws:

7.3.1 the Consultant shall process the Client Personal Data as processor on behalf of the Client;

7.3.2 the Consultant shall act as controller of the Consultant Personal Data.

7.4 The Client consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Consultant in connection with the processing of Client Personal Data, provided these are in compliance with the then-current version of the Consultant's privacy policy available on its website ("Privacy Policy"). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Agreement, the Privacy Policy will take precedence.

7.5 Without prejudice to clause 7.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Consultant Personal Data and Client Personal Data to the Consultant for the duration and purposes of this Agreement.

7.6 Without prejudice to clause 7.2, the Consultant shall, in relation to Client Personal Data:

7.6.1 process that Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes of the Services and/ or the Contract unless the Consultant is required by Applicable Laws to otherwise process that Client Personal Data ("Purpose"). Where the Consultant is relying on Applicable Laws as the basis for processing Client Personal Data, the Consultant shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Consultant from so notifying the Client on important grounds of public interest. The Consultant shall inform the Client if, in the opinion of the Consultant, the instructions of the Client infringe Applicable Data Protection Laws;

7.6.2 implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data;

7.6.3 ensure that any personnel engaged and authorised by the Consultant to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

7.6.4 assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Consultant), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

7.6.5 notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

7.6.6 at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the agreement unless the Consultant is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this clause 7.6.6, Client Personal Data shall be considered deleted where it is put beyond further use by the Consultant; and

7.6.7 maintain records to demonstrate its compliance with this clause 7.

7.7 The Client provides its prior, general authorisation for the Consultant to:

7.7.1 appoint processors to process the Client Personal Data, provided that the Consultant:

7.7.1.1 shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Consultant in this clause 7;

7.7.1.2 shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Consultant; and

7.7.1.3 shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Consultant’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify the Consultant for any losses, damages, costs (including legal fees) and expenses suffered by the Consultant in accommodating the objection.

7.7.2 transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Consultant shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Consultant, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

7.8 Either party may, at any time on not less than 30 days' notice, revise this clause 7 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

8 LIMITATION OF LIABILITY: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

8.1 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.

8.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

8.3 Nothing in this clause 8 shall limit the Client's payment obligations under the Contract.

8.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

8.4.1 death or personal injury caused by negligence;

8.4.2 fraud or fraudulent misrepresentation; and

8.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.5 Subject to clause 8.2 (No limitation in respect of deliberate default), and clause 8.4 (Liabilities which cannot legally be limited), the Consultant's total liability to the Client for all loss or damage shall not exceed the Charges actually paid to the Consultant in the 12 month period prior to the event giving rise to the loss or damage.

8.6 Subject clause 8.2 (No limitation in respect of deliberate default), clause 8.3 (No limitation of client's payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded:

8.6.1 loss of profits.

8.6.2 loss of sales or business.

8.6.3 loss of agreements or contracts.

8.6.4 loss of anticipated savings.

8.6.5 loss of use or corruption of software, data or information.

8.6.6 loss of or damage to goodwill; and

8.6.7 indirect or consequential loss.

8.7 The Consultant has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, any terms implied into the Contract (by statute, common law or otherwise) are, to the fullest extent permitted by law, excluded from the Contract.

8.8 Unless the Client notifies the Consultant that it intends to make a claim in respect of an event within the notice period, the Consultant shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 years from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.9 This clause 8 shall survive termination of the Contract.

9 TERMINATION

9.1 The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 9.2, for such duration or term as set out in the Proposal and/or Specification or, if no such duration or term is set out therein, until completion of the Contract. The Consultant shall commence with supply the Services from the date specified in the Proposal or Specification or, if no such date is set out therein, within a reasonable time of the Commencement Date.

9.2 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:

9.2.1 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 14 days of that party being notified in writing to do so;

9.2.2 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;

9.2.3 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

9.2.4 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.

9.3 Without affecting any other right or remedy available to it, the Consultant may terminate the Contract by giving not less than 10 Business Days written notice to the Client.

9.4 Without affecting any other right or remedy available to it, the Consultant may terminate the Contract with immediate effect by giving written notice to the Client if:

9.4.1 the Client fails to pay any amount due under the Contract on the due date for payment;

9.4.2 the Client fails to comply with the CDM Regulations or any other Applicable Laws; or

9.4.3 there is a change of control of the Client.

9.5 Without affecting any other right or remedy available to it, the Consultant may suspend the supply of Services under the Contract or any other contract between the Client and the Consultant if:

9.5.1 the Client fails to pay any amount due under the Contract on the due date for payment;

9.5.2 the Client fails to comply with the CDM Regulations or any other Applicable Laws;

9.5.3 the Client becomes subject to any of the events listed in clause 9.2.3 or clause 9.2.4, or the Consultant reasonably believes that the Client is about to become subject to any of them; and

9.5.4 the Consultant reasonably believes that the Client is about to become subject to any of the events listed in clause 9.2.2.

10 CONSEQUENCES OF TERMINATION

10.1 On termination or expiry of the Contract:

10.1.1 the Client shall immediately pay to the Consultant all of the Consultant's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Consultant shall submit an invoice, which shall be payable by the Client immediately on receipt;

10.1.2 the Client shall return all of the Consultant Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Consultant may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

10.2 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.

10.3 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.

11 GENERAL

11.1 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.

11.2 Assignment and other dealings.

11.2.1 The Consultant 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.

11.2.2 The Client 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 Consultant.

11.3 Confidentiality.

11.3.1 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 11.3.2.

11.3.2 Each party may disclose the other party's confidential information:

11.3.2.1 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

11.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

11.4.1 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.

11.4.2 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.

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

11.5 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).

11.6 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.

11.7 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.

11.8 Notices.

11.8.1 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 specified in the Proposal.

11.8.2 Any notice shall be deemed to have been received:

11.8.2.1 if delivered by hand, at the time the notice is left at the proper address;

11.8.2.2 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

11.8.2.3 if sent 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 11.8.2.3, 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

11.8.3 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.

11.9 Third party rights.

11.9.1 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.

11.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.10 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 English law.

11.11 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.