“The Engineers allocated to my branches were excellent. They were helpful and efficient and worked around the day to day working of the branches causing very little disruption to the branches. They also went the extra mile in pointing out where data or power may be required that I had missed. They were very hard working and a pleasure to work with.”
TERMS AND CONDITIONS FOR THE PROVISION OF GOODS AND SERVICES
“Company” means any of the following companies stated in the Quotation or Order Confirmation providing the Goods and/or Services:
“Icom Holdings Limited” means Icom Holdings Limited (company number 05857532) of Unit 11, 2M Trade Park, Beddow Way, Aylesford, Kent, ME20 7BT;
“Icom Network Cabling” means Icom Network Cabling Limited (Company number: 05558866) of Unit 11, 2M Trade Park, Beddow Way, Aylesford, Kent, ME20 7BT
“Icom Security” means Icom Security Limited (company number 06070361) of Unit 11, 2M Trade Park, Beddow Way, Aylesford, Kent, ME20 7BT;
“Icom Telecoms” means Icom Telecommunications Limited (Company number: 03120336) of Unit 11, 2M Trade Park, Beddow Way, Aylesford, Kent, ME20 7BT;
“Conditions” means these terms and conditions
“Consumer” means a natural person who is acting for purposes which are outside his trade, profession or business.
“Contract” means the contract between the Company(s) and the Customer for the supply of Goods and/or Services, which is subject to these Conditions.
“Contract Price” means the price and charges for the Goods and/or Services together with any additions thereto or deductions therefrom stated in the Quotation, the Order Confirmation or as otherwise agreed in writing between the parties.
“Customer” means the person, firm or company who purchases the Goods and/or Services from the Company and will include the Customer’s legal personal representatives, successors and permitted assigns.
“Customer Dependencies” means the Customer’s responsibilities in connection with the supply of the Services.
“Delivery Location” means the place or places agreed between the parties where Goods are to be delivered, Services performed and (if applicable) installation and maintenance undertaken.
“Goods” means the goods or equipment (or any part of them) as set out in the Quotation and/or Order Confirmation.
“Installation Date” means the date when the Goods and/or Services are installed by the Company.
“Network Operator” means a public or private telecommunications operator providing a telecommunications network or circuits regulated by statutory licence.
“Order Confirmation” means confirmation of an Order either (i) by email sent by the Company to the Customer (whether by email or other format) agreeing to fulfil the Order placed by the Customer which will be subject to these Conditions; or (ii) the commencement of performance by the Company of its obligations, whichever first occurs.
“Order” means the Customer’s acceptance of the Quotation or an order placed by the Customer by email, fax, letter, purchase order or orally or a combination of the aforementioned methods, requesting the supply of Goods and/or Services, which is subject to these Conditions.
“Quotation” means a quotation issued by the Company for the supply of Goods and/or Services.
“Services” means those services to be performed by the Company for the Customer and set out in the Order Confirmation.
“Software” includes, but is not limited to, all operating goods, compilers, utilities and other programs and associated documentation provided by the Company for inclusion in the Goods, as applicable.
“Special Conditions” means terms and conditions additional to these Conditions (if any) which have been agreed between the parties in writing and which will form part of the Contract between the Company and the Customer.
“Subcontractor” means any person, firm or company to whom any part of the Contract has been sub-let in accordance with these Conditions and its legal representatives, successors and permitted assigns.
“Term” means the length of the Contract entered into between the Customer and the Company in respect of relevant Services provided.
“Working Days” means Monday to Friday inclusive, excluding public holidays and national holidays.
2. GOODS AND/OR SERVICES
2.1 The Company will provide the Goods and/or Services to the Customer in accordance with these Conditions.
2.2 The Company will use all reasonable endeavours to meet any performance dates for the Services or supply of the Goods specified in any Quotation or Order Confirmation, but any such dates will be estimates only and time will not be of the essence for the performance of the Services or supply of the Goods.
3. BASIS OF CONTRACT
3.1 A Customer may place an Order for Goods and/or Services with the Company by email, fax, letter, purchase order or orally, or a combination of the aforementioned methods.
3.2 Placing an Order with the Company in accordance with clause 3.1 constitutes an offer by the Customer to purchase Goods and/or Services in accordance with and subject to these Conditions.
3.3 No order will be deemed to be accepted by the Company until the Company either (i) sends an Order Confirmation to the Customer or (ii) commences performance of its obligations in connection with the Order.
3.4 This Contract constitutes the complete agreement between the parties and the Customer acknowledges that it has not relied upon any other terms and conditions, performance criteria, promise, guarantees or prior representations made or given by or on behalf of the Company whatsoever.
3.5 These Conditions apply to the Contract to the exclusion of any other terms or conditions that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.6 Any Quotation given by the Company will not constitute an offer, and is only valid for a period of ninety (90) days from its date of issue.
3.7 These Conditions will apply to the supply of both Goods and Services except where application to one or the other is specified.
3.8 The Company reserves the right to change the specification and parameters of the Goods and/or Services to be supplied insofar as such changes do not materially affect the operational performance of the said Goods and/or Services.
3.9 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They do not form part of the Contract and do not have any contractual force.
3.10 All drawings, sketches and information provided by the Customer in relation to wiring and installation are contractual documents upon which the Company has placed reliance. Any changes, errors or omissions to such drawings, sketches or information will form a change to the Contract for which the Company reserves the right to make additional charges, amend timescales or offer alternative Goods or Services, which are appropriate and suitable.
4. DEALING AS A CONSUMER
4.1 If the Customer is contracting as a Consumer, they may cancel the Contract at any time within seven (7) Working Days (“Cancellation Period”), beginning the day after the Company sends an Order Confirmation to the Consumer, or in the case of Goods, ordered, seven (7) Working Days after the Consumer receives the Goods. In both cases, the Consumer will receive a full refund of any monies/price paid for the Services and/or the Goods. However, the Consumer will not have a right to cancel the Contract for the supply of Services if the performance of the Contract has begun with the Consumer’s agreement before the end of the Cancellation Period. The Consumer will not have a right to cancel the Contract for the supply of Goods if the Goods are made to the Consumer’s specifications or are clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly or if the Goods are Software if they are unsealed by the Consumer.
4.2 To cancel the Contract, the Consumer must inform the Company in writing. The Consumer must also return any Goods to the Company as soon as practicable and at the Consumer’s own expense. The Consumer has a legal obligation to take reasonable care of the Goods while in their possession. If the Consumer fails to comply with this obligation, the Company may have a right of action against the Consumer for compensation.
4.3 The provisions of the Contract do not affect the Consumer’s other statutory rights as a consumer.
5. COMPANY’S OBLIGATIONS
5.1 The Company will comply with its obligations as set out in these Conditions and any Special Conditions agreed between the parties.
5.2 Where there is a statutory requirement for the Company to do so, the Company will be responsible for obtaining technical approval from the delegated regulatory authority for the Goods and/or Services to be supplied and installed in accordance with the terms of the Contract except those Goods and/or Services which are specified by the Customer for which the Company has disclaimed such responsibility in writing.
5.3 The Company will use all reasonable endeavours to meet any dates for performance of the Services and/or delivery agreed between the parties, but any such dates will be estimates only and time will not be of the essence for performance of the Services.
6. CUSTOMER’S OBLIGATIONS
6.1 The Customer will comply with its obligations as set out in these Conditions and any Special Conditions agreed between the parties.
6.2 The Customer will ensure that its Order is complete and accurate and not misleading.
6.3 The Customer is responsible for undertaking and bearing the cost of:
- 6.3.1 obtaining and maintaining all necessary licences, permissions (including without limitation planning permissions), wayleaves and consents which may be required for the Services and/or Goods before the date on which the Services are due to start;
- 6.3.2 supplying all technical information and materials as the Company may reasonably require in order to supply the Goods and/or Services. Such information to be complete and accurate and not misleading; and
- 6.3.3 procuring the performance and/or satisfaction of the Customer Dependancies in a timely manner and in the event that the Customer does not comply with its obligations under this clause 6.3.3, the Customer will be liable for any damages, costs, expenses and/or liabilities incurred by the Company in connection with such failure and/or delay arising in respect thereof.
6.4 Before delivery is due to take place, the Customer must prepare the Delivery Location/site where installation will take place in accordance with the Company’s or Network Operator’s instructions. Any extra cost incurred as a result of the Customer’s failure to do so, including (but not limited to) storage costs, will be paid to the Company by the Customer.
6.5 The Customer will provide, at its own expense, scaffolding, unskilled labour, lifting gear, builder’s work, electrical power, heating, lighting and ventilation, as required for delivery/installation of the Goods and/or provision of the Services. Any cutting away and making good of floors, ceilings and walls is the Customer’s responsibility, unless otherwise agreed in writing by the Company.
6.6 The Customer will allow the Company, its employees, agents, consultants and Subcontractors full and free access to the Delivery Location during normal working hours for the purposes of the performance of the Services. If access is not made available within this period or during these hours, the Company reserves the right to make additional labour charges as the case may be.
6.7 The Customer will keep and maintain all materials, equipment, documents and other property of the Company (“Company Materials”) at the Customer’s premises (as required) in safe custody, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s prior explicit written instructions or authorisation.
6.8 Where the Company is delayed or impeded by any acts or omissions of the Company or any circumstances referred to in clause 17, the Customer shall grant the Company an appropriate period of time as may be reasonably required by the Company to perform its outstanding obligations.
7. VARIATIONS TO THE CONTRACT
7.1 Changes to the technical specification and configuration of the Goods and/or Services requested by the Customer prior to delivery and/or performance will only be effective if agreed by the Company.
7.2 The Company reserves the right to make any changes to the Goods and/or the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company will notify the Customer in any such event.
8. CONTRACT PRICE
8.1 Unless otherwise specified in the Contract, the Contract Price is inclusive of :-
- 8.1.1 package and delivery of the Goods to the Delivery Location;
- 8.1.2 cabling, to the extent specified where this forms part of the Contract;
- 8.1.3 installation, where this forms part of the Contract;
- 8.1.4 training, to the extent specified in the Contract; and/or
- 8.1.5 documentation relating to the operation and use of the Goods and/or Services.
8.2 If contracting as a Consumer and no price is specified, the price will be reasonable.
8.3 The Company reserves the right to amend the Contract Price at any time upon not less than one month’s written notice to the Customer. Within two (2) weeks of receipt of the Company’s notice, the Customer will notify the Company (also in writing) whether it accepts the new Contract Price or not and, if not, the Customer may terminate the Contract by written notice to the Company. Failure by the Customer so to notify and continued use of the Services will be deemed acceptance of the new Contract Price.
8.4 The Customer will be entitled to terminate the Services under the Contract by written notice (effective on receipt by the Company), if the Customer does not consent to any change of Contract Price under clause 8.3.
8.5 The Contract Price is, unless otherwise specified in these Conditions or agreed between the parties, exclusive of:-
- 8.5.1 Value Added Tax (except when contracting with a Consumer); and/or
- 8.5.2 premiums payable in respect of any bond, performance guarantee or special insurance incurred solely in conformance with the Contract.
9.1 Unless otherwise agreed in writing, payment of the Contract Price will be due and payable within thirty (30) days of the date of invoice and in full and in cleared funds. Time for payment will be of the essence of the Contract.
9.2 The Company will be entitled to recover any reasonable additional costs incurred as a result of the Customer’s delay. Payment will not be witheld on account of minor defects to the Goods and/or Services which do not materially affect their operational use or enjoyment, and where the Company can remedy such defects within a reasonable time where it is their responsibility to do so.
9.3Where payment is not received within thirty (30) days of the date of the Company’s invoice, the Company reserves the right to:-
- 9.3.1 suspend delivery of Goods and or performance of Services to the Customer, its parent company, subsidiaries and/or associates;
- 9.3.2 set-off any amount owing to it by the Customer, its parent company, subsidiaries and/or associates against any amount payable by the Company to the Customer;
- 9.3.3 charge interest on the overdue amount at five (5) per cent above the Lloyds TSB base rate prevailing at that time accruing on a daily basis from the due date until the date of actual payment of the overdue amount, compounded quarterly; and/or
- 9.3.4 recover the Goods delivered or installed. In such an event the Company will return any sums paid less reasonable sums incurred by them in delivery, installation and recovery of the Goods including depreciation in the Goods’ subsequent resale value.
10. RISK AND TITLE
10.1 Risk in the Goods will pass to the Customer upon delivery to the Delivery Location and the Customer will accept full responsibility to provide insurance cover at full replacement value.
10.2 Title to the Goods will not pass to the Customer until the Company has received payment in full (in cash or cleared funds) in accordance with clause 9.1 for the Goods; and any other goods that the Company has supplied to the Customer.
10.3 Until title in the Goods has passed to the Customer, the Customer will:
- 10.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
- 10.3.2 ensure that the Goods are readily identifiable as the Company’s property;
- 10.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- 10.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
- 10.3.5 notify the Company immediately if it become subject to any of the events listed in clause 14.1.3 to clause 14.1.8 (inclusive); and
- 10.3.6 give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
10.4 If the Customer fails to make payments due to the Company in accordance with clause 9.1 or if title to the Goods passes to the Customer or the Customer becomes subject to any of the events listed in clause 14.1.3 to clause 14.1.8 (inclusive), or the Company believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter the premises of the Customer or any third party where the Goods are stored in order to recover them.
10.5 For the purpose of this clause the term, ‘Goods’ includes any item leased by the Company for demonstration purposes.
10.6 Risk in all equipment, such as tools and plant taken onto the Customer’s site by the Company for the purpose of the Contract, will remain with the Company insofar as any damage to such equipment is not due to any act of negligence on the part of the Customer or any third party.
11.1 The Company will deliver the Goods to, and/or provide the Services at, the Delivery Location or any other location as the parties may agree.
11.2 All dates quoted for delivery of the Goods and/or supply of the Services are approximate only, and the time of delivery or performance is not of the essence.
11.3 Where the Customer is contracting as a Consumer and a delivery time is not agreed between the parties, delivery will take place within a reasonable time from the date that the Order is accepted by the Company.
11.4 Delivery of the Goods will be completed on the Goods’ arrival at the Delivery Location.
12.1 The Company warrants to the Customer that the Services will be provided using reasonable skill and care.
12.2 The Company provides a parts only warranty that on delivery and for a period of 12 months from the date of delivery, the Goods will be free from material defects , subject to the Goods being properly used for their designed purpose, properly stored in appropriate environmental conditions, and installed and maintained in accordance with the Company’s oral or written instructions. For the avoidance of doubt, labour costs for removal and/or replacement of defective Goods shall be charged on a time spent basis, unless otherwise agreed in writing by the parties.
12.3 The Company, at its sole discretion, will use reasonable endeavours to pass on the benefit of warranties from the manufacturers.
13.1 Nothing in these Conditions will limit or exclude the Company’s liability for:
- 13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- 13.1.2 fraud or fraudulent misrepresentation;
- 13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
- 13.1.4 defective products under the Consumer Protection Act 1987; or
- 13.1.5 any other matter for which it would be illegal or unlawful to exclude or attempt to exclude liability for.
13.2 Subject to clause 13.1, the Company will not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract including (but not limited to) loss of business or loss of reputation or loss of contracts or loss or depletion of goodwill.
13.3 The Company’s total liability to the Customer in respect of other losses arising out of or in connection with the Contract for damage to physical property caused by the Company’s or its personnel’s negligence, will not exceed £1,000,000 in respect of any one event or series of connected events.
13.4 Subject to clauses 13.1, 13.2 and 13.3, the Company’s total liability to the Customer in respect of all other losses arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by the Company, its employees, agents or subcontractors, will be limited to the Contract Price.
13.5 All other express or implied terms, conditions or warranties implied by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
13.6 If contracting as a Consumer, the Company does not seek to limit or exclude its liability for any matter for which it would be illegal or unlawful or unreasonable to exclude or attempt to exclude liability for.
13.7 Clause 13 will not affect the statutory rights of the Customer.
13.8 The Customer will indemnify the Company and will maintain and/or procure appropriate insurance for damage to property and personal injury and/or death to personnel of the Company caused by the negligence of the Customer or its personnel or contractors and for any losses, damage, costs and/or actions arising out of or in connection with the Customer’s failure to comply with its obligations under this Contract.
13.9 This clause 13 will survive termination of the Contract.
14. TERM AND TERMINATION OF CONTRACT
14.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
- 14.1.1 The other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within fifteen (15) days after receipt of notice in writing of the material breach;
- 14.1.2 the Company is precluded from providing the Services and/or Goods by law or by the decision of any competent judicial or regulatory authority;
- 14.1.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
- 14.1.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
- 14.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
- 14.1.6 the other party (being an individual) is the subject of a bankruptcy petition or order;
- 14.1.7 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
- 14.1.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
- 14.1.9 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
- 14.1.10 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- 14.1.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1.3 to clause 14.1.8 (inclusive);
- 14.1.12 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
- 14.1.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.2 Without limiting its other rights or remedies, the Company may terminate the Contract:
- 14.2.1 by giving the Customer seven (7) days’ written notice;
- 14.2.2 with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
14.3 Without limiting its other rights or remedies, the Company will have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if:
- 14.3.1 the Customer fails to pay any amount due under this Contract on the due date for payment; or
- 14.3.2 the Customer becomes subject to any of the events listed in clause 14.1.3 to clause14.1.8 (inclusive) or the Company reasonably believes that the Customer is about to become subject to any of them.
14.4 If the Customer purports to terminate the Contract, other than for a reason as set out in clause 14.1.1, the Company reserves the right to charge the Customer all outstanding sums due under the Contract and the Customer will reimburse the Company for all costs and losses incurred by it under the Contract.
15. CONSEQUENCES OF TERMINATION
15.1 On termination of the Contract for any reason and without prejudice to any other right or remedy:
- 15.1.1 the Customer will immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company will submit an invoice, which will be payable by the Customer immediately on receipt;
- 15.1.2 the Customer will return all of the Goods, equipment, Software and materials which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
- 15.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination will not be affected, 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; and
- 15.1.4 clauses which expressly or by implication have effect after termination will continue in full force and effect.
16. LEASING/FINANCE ARRANGEMENTS
Where the Customer has or will enter into a Third Party Leasing or Finance Arrangement, this will not affect or invalidate these Conditions. For the avoidance of doubt, these Conditions will take have precedence over the terms and conditions of any Third Party Leasing or Financing Arrangement entered into by the Customer.
17. FORCE MAJEURE
17.1 The Company shall not 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 results from events, circumstances or causes beyond its reasonable control. In such circumstances, the Company shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for [ ] weeks/months, either party may terminate the Contract by giving [fourteen (14) days’] written notice to the other party.
18.1 Any notice or other communication required to be given to a party under or in connection with this Contract will be in writing and will be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
18.2 Any notice or other communication will be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Working Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Working Day after transmission.
18.3 This clause 18 will not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” will not include e-mails and for the avoidance of doubt notice given under this Contract will not be validly served if sent by e-mail.
19. NO PARTNERSHIP
Nothing in the Contract is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between any of the parties, not constitute any party the agent of another party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.
20. THIRD PARTY RIGHTS
Except as expressly provided elsewhere in these Conditions, a person who is not a party to the Contract will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract is not subject to the consent of any person that is not a party to the Contract.
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract will not be affected.
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract will only be binding when agreed in writing and signed by the Company.
23. ASSIGNMENT AND SUBCONTRACTING
The Company may assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all obligations under the Contract to any third party or to any other company directly or indirectly controlling, controlled by or under common control of the Company. The Customer may only assign or transfer the Contract with the Company’s prior written agreement.
No failure or delay by a party to exercise any right or remedy provided under this Contract or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
The Contract is subject to the law of England and Wales. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims.