Terms & Conditions

Last reviewed and updated: 20th July 2023

Our Terms & Conditions contain essential information about how we operate, contractual transactions, time-bound agreements, cancellation policies and more. We ask you to periodically review this page alongside our Privacy Policy as it may change from time to time. If something is unclear, please contact us.

These terms and conditions (“Terms”) govern your use of our website and services (“Services”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please refrain from using our Services.

1. Interpretation

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

1.1 Definitions:

• Acceptance: the acknowledgement of the Site, which shall be deemed to occur upon successful completion of the Acceptance Tests.
• Acceptance Tests: tests performed by the Supplier on the Site to verify compliance with the Specification.
• Business Day: any weekday, excluding public holidays, when banks in London are open for business.
• Charges: the fees payable by the Client for the provision of the Services as outlined in clause 10.
• Commencement Date: refers to the date specified in clause 2.2 when the Services commence.
• Conditions: these terms and conditions as modified periodically in accordance with clause 16.5.
• Contract: the agreement between the Supplier and the Client for the provision of Services in accordance with these Conditions.
• Control: as defined in section 1124 of the Corporation Tax Act 2010, with “change of control” interpreted accordingly.
• Client: the individual or entity that purchases Services from the Supplier.
• Client Default: as described in clause 4.2.
• Deliverables: the outputs specified in the Order produced by the Supplier for the Client.
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, registered or unregistered, including applications, renewals, extensions, and rights to claim priority from such rights, as well as all similar or equivalent rights or forms of protection that exist or may exist in the future in any part of the world.
• Materials: the branding, visual design, and content to be provided by the Client to the Supplier for incorporation into the Site, as per the Specification.
• Order: the Client’s request for Services as detailed in the signed Specification.
• Server: refers to a computer server administered by Beyond Co.
• Services: the services provided by the Supplier to the Client, including the Deliverables, as specified in the Specification.
• Site: the website constructed by the Supplier in accordance with the Specification.
• Specification: the description or specifications of the Services provided by the Supplier to the Client.
• Supplier: BEYOND-CO LTD trading as Beyond Co., a registered company in England and Wales with company number 13489731. VAT: 407009626.
• Supplier Materials: as defined in clause 4.1(h).
• Supplier’s Website: the website located at www.archive.beyond-co.com.

1.2 Interpretation:

(a) Reference to legislation or a legislative provision:

(i) Shall be interpreted as including any amendments, extensions, or re-enactments made to it from time to time; and

(ii) Shall encompass all subordinate legislation issued under that legislation or legislative provision.

(b) Any words that follow the terms including, include, in particular, for example, or any similar expression, shall be considered illustrative and shall not restrict the meaning of the words, description, definition, phrase, or term preceding those terms.

(c) A reference to writing or written includes communication via email but excludes fax.

2. Basis of Contract

2.1 The Order constitutes a proposal by the Client to acquire Services in accordance with these Conditions.

2.2 The Order shall be considered accepted when the Client returns the Specification, duly signed, to the Supplier, and the Supplier reciprocates by returning the Specification, duly signed, to the Client. Upon this occurrence and effective from that date (Commencement Date), the Contract shall be established.

2.3 Any samples, drawings, descriptive material, or advertising provided by the Supplier, as well as any descriptions or illustrations found in the Supplier’s proposals or brochures, are issued or published solely for the purpose of providing an approximate understanding of the Services described within them. They shall not be deemed part of the Contract or possess any contractual obligation.

2.4 These Conditions are applicable to the Contract, excluding any other terms that the Client may attempt to impose or include, or which are implied by law, trade custom, practice, or prior dealings.

2.5 Any quotation provided by the Supplier shall not be construed as an offer and remains valid for a period of 28 days from its issuance date.

3. Supply of Services

3.1 The Supplier shall provide the Services to the Client in substantial accordance with the Specification.

3.2 The Supplier will make reasonable efforts to meet any specified performance dates outlined in the Specification. However, such dates are estimates only, and time shall not be considered essential for the performance of the Services.

3.3 The Supplier reserves the right to modify the Specification if necessary to comply with applicable laws or regulatory requirements, or if the amendment will not significantly impact the nature or quality of the Services. The Supplier will inform the Client in such cases.

3.4 The Supplier warrants that the Services will be delivered with reasonable care and skill.

3.5 The Supplier will host the Site on the Server.

3.6 The Supplier guarantees that the Site will substantially adhere to the Specification for a period of 3 months from the Commencement Date. In the event that the Site fails to meet this standard, the Supplier will undertake, at no additional cost, any necessary actions to ensure substantial compliance with the Specification. However, the Supplier does not guarantee a completely error-free Site.

3.7 These terms encompass the Supplier’s complete obligations and liability regarding the provision of Services. Any conditions, warranties, or other terms pertaining to the Services, which might otherwise be implied in this agreement or any related contract (whether through statute or other means), are explicitly excluded.

3.8 While the Materials are under the possession of the Supplier, they are deemed to be held at the Client’s own risk. Therefore, the Client should arrange suitable insurance coverage accordingly.

4. Client’s Obligations

4.1 The Client shall:

(a) Ensure the completeness and accuracy of the Order’s terms and any information provided in the Specification;

(b) Collaborate with the Supplier on all matters related to the Services;

(c) Grant the Supplier, its employees, agents, consultants, and subcontractors access to the Client’s premises, office facilities, and other necessary resources as reasonably required by the Supplier;

(d) Furnish the Supplier with the information and materials reasonably necessary for the provision of the Services, ensuring their completeness and accuracy in all material aspects;

(e) Obtain and maintain all required licences, permissions, and consents for the Services before the scheduled commencement date;

(f) Safely keep all Supplier Materials at the Client’s premises, assuming responsibility and maintaining the Supplier Materials in good condition until their return to the Supplier. The Client shall not dispose of or use the Supplier Materials except as instructed or authorised in writing by the Supplier;

(g) Deliver all necessary content and information within the agreed timescales to enable the Supplier to make use of the allocated studio time and resources for the project. In the event of any delays in providing the required content and information, the project will be placed on hold until studio time and resources become available, at which point it will be completed; and

(h) Comply with any additional obligations specified in the Specification.

4.2 In the event that the Supplier’s performance of its obligations under the Contract is hindered or delayed by any act, omission, or failure on the part of the Client to fulfil its relevant obligations (Client Default):

(a) The Supplier, without prejudice to any other rights or remedies available to it, reserves the right to suspend the provision of the Services until the Client rectifies the Client Default. The Supplier may also invoke the Client Default to excuse its own non-performance of obligations to the extent that the Client Default hampers or delays the Supplier’s performance;

(b) The Supplier shall not be held liable for any costs or losses incurred by the Client directly or indirectly as a result of the Supplier’s failure or delay in fulfilling its obligations as described in this clause 4.2; and

(c) Upon written demand, the Client shall reimburse the Supplier for any costs or losses sustained or incurred by the Supplier directly or indirectly due to the Client Default.

4.3 By entering into an agreement with Beyond Co., the Client agrees to include the Supplier’s logo visibly and prominently on their Site with an active backlink to the Supplier’s domain. The logo placement should be present for the duration of the service period. In the event that the Supplier’s logo is not appropriately displayed on the Client’s website, an additional 10% plus Value Added Tax (VAT) will be applied on top of the standard service charges. The purpose of displaying The Supplier’s logo is to acknowledge the provision of services and maintain a mutually beneficial business relationship. Any concerns or specific logo usage requirements should be addressed and agreed upon in writing by both parties.

4.4 Should the Client wish to exclude The Supplier, from publicising project completions on their social media platforms, Site, or any other promotional materials, an additional cost of 20% of the project cost, plus any applicable Value Added Tax (VAT), will be applied. Any queries or concerns regarding the exclusion request and associated costs should be discussed and agreed upon by both parties in advance of the project’s completion.

4.5 Time is considered crucial in relation to the Client’s obligations under this Agreement.

5. Development and Acceptance of the Site

5.1 Once the Supplier has concluded the design and development of the Site as per the Specification, the Supplier shall conduct Acceptance Tests.

5.2 Acceptance of the Site shall be achieved upon the successful completion of the Acceptance Tests. The Supplier will notify the Client upon passing the tests.

5.3 In the event that the failure to pass the Acceptance Test is attributable to a defect caused by an act or omission of the Client, or by any subcontractors or agents of the Client for whom the Supplier holds no responsibility, the Site shall be considered to have passed the Acceptance Test. The Client shall remunerate the Supplier in full for any additional services and products required at the Supplier’s prevailing fee and price structure, as indicated on the Supplier’s Website at the time when such additional services are needed.

5.4 Acceptance of the Site shall be deemed to have transpired upon the occurrence of any of the following events:

(a) The Client employs any portion of the Site for revenue-generating purposes or to offer services to third parties, excluding test purposes; or

(b) The Client unreasonably delays the initiation of the relevant Acceptance Tests or any retests for a period of seven working days from the Supplier’s readiness to commence such Acceptance Tests or retests.

5.5 The Supplier provides domain and hosting services on an annual basis, subject to the agreement of both parties. The contract will be renewed on a rolling basis unless otherwise specified. We require at least a 30 day notice to terminate these services. 

6. Supplier Processes

6.1 Videos/Images – The Supplier possesses a complete licence to employ stock imagery for videos and images. Images are encompassed within the Charges, while videos sourced externally or from other stock image suppliers may incur additional fees.

6.2 Icons – The Supplier holds a comprehensive licence to use a collection of icons, and these icons are included in the Charges. Icons obtained from other suppliers or custom icons may be subject to additional charges.

6.3 Fonts – The Supplier utilises designated font sources, which are covered by the Charges. Fonts obtained from other suppliers or custom fonts may attract additional fees.

6.4 Illustrations – Certain illustrations are accessible from designated sources, and their usage is incorporated in the Charges. Custom illustrations may require additional charges.

6.5 The Supplier does not provide Clients with FTP or cPanel details.

6.6 The Supplier’s tailored development process accommodates bespoke HTML/CSS responsive layouts. If the Client necessitates intricate jQuery/visual effects, such features may incur additional charges at the Supplier’s discretion.

6.7 Throughout the bespoke design process, the Client is entitled to a maximum of three distinct design concepts. If the Client requests modifications/refinements to any single concept and the Supplier invests time in these changes, any further concepts will be subject to additional charges based on the Supplier’s daily fee rate at the time when additional services are required.

6.8 If, after Acceptance, the Client requires any alterations, modifications, or variations to the Site (“Additional Works”), the Supplier and the Client shall collaborate to establish a new Specification (“Additional Work Specification”) and the Charges for such Additional Works before commencing any work. Maintenance or minor modifications shall be executed post-Acceptance in accordance with the Supplier’s agreed daily fee rate and a mutually agreed timetable. In the absence of a hosting or maintenance agreement with the Supplier, there will be a minimum charge for investigating any future issues.

6.9 Upon the formation of the Contract between the Supplier and the Client, the Client grants the Supplier permission to showcase the project in its portfolio and to display the Supplier’s credit on the live Site. The Site credits will acknowledge the Supplier. If the Client requests the removal of credits from the Site, the Supplier may levy a fixed fee as per their prevailing fee and price structure at the time of removal.

7. Hosting

7.1 Although the Supplier’s data centre provides a service-level agreement of 99.9% uptime, in the event of any downtime (for any reason), payments are still required to be made in full.

8. Logos

8.1 Throughout the logo design process, the Supplier will provide options for 2 sets of 3 logos. Once these options have been presented, the Supplier will allow for 2 rounds of amendments to the Client’s selected preferred design.

9. Amendments

While the Supplier will make an effort to accommodate necessary amendments, it is important to note that pre-built options offer a quicker solution for Clients. Therefore, any changes beyond the scope of the original agreement (such as text, imagery, and colours) may be subject to additional charges at the discretion of the Supplier.

10. Charges and Payment

10.1 The Charges for the Services will be calculated based on the following:

(a) The Supplier will charge the Client according to the pricing outlined in the Specification.

(b) If the Client requests additional work that is not included in the Specification, the Supplier is entitled to charge an hourly rate as specified in the Supplier’s current fee and price structure, which can be found on the Supplier’s website at the time when additional services are required.

(c) The Supplier can charge the Client for any reasonable expenses incurred by individuals engaged by the Supplier in connection with the Services, including travel expenses, hotel costs, subsistence, associated expenses, services provided by third parties, and materials required for the performance of the Services.

10.2 The payment system implemented by the Supplier is called BeyondPay. This system is implemented for one–off payments above the value of £1,000. BeyondPay involves a 25% deposit fee, followed by interest-free payments that equally divide the remaining cost. The Client can choose to pay the remaining post-deposit sum in equal instalments of either 3, 6 or 12 months. 

10.3 Payment of a deposit by the Client is total confirmation that they would like to proceed with a project. Projects begin after payment of a deposit, meaning that these deposits are non-refundable in every circumstance. 

10.4 Once the Contract is established between the Supplier and the Client, resources are allocated to the project, and therefore the full amount of the Charges becomes due based on the payment terms agreed upon in the Order.

10.5 If the Specification states that payment is due upon completion, it means when the Supplier informs the Client that all work by the Supplier has been completed. This is irrespective of whether the Client has uploaded content to the Site.

10.6 If the Contract allows the Client to recover part or all of the Charges through third-party grants or funding, and the Client fails to provide the Materials as specified in the Specification, the Client acknowledges that they are responsible for paying the full amount of the Charges in accordance with the Order.

10.7 The Supplier is committed to maintaining agreed pricing for services throughout the duration of an annual commitment. There will be no mid-contract price increases unless expressly agreed upon by both parties. Any changes in pricing will be communicated in advance and will be in line with the Supplier’s latest published Rate Card.

10.8 The Supplier will invoice the Client according to the agreed terms in the signed Specification. If the Client has set up a direct debit, the Supplier will collect payments via direct debit in accordance with the issued invoices.

10.9 The Client must pay each invoice submitted by the Supplier:

(a) Upon receipt or in accordance with any agreed credit terms that have been confirmed in writing by the Supplier; and

(b) In full and in cleared funds to a bank account designated in writing by the Supplier. Time for payment is of the essence of the Contract.

10.10 All amounts payable by the Client under the Contract exclude value added tax chargeable (VAT). If the Supplier makes a taxable supply for VAT purposes under the Contract, the Client must pay the Supplier the additional amounts in respect of VAT as charged on the supply of the Services, upon receipt of a valid VAT invoice from the Supplier. Such payment must be made at the same time as payment is due for the Services.

10.11 If the Client fails to make a payment due to the Supplier under the Contract by the due date, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. The interest will accrue each 28 days at a rate of 10%.

10.12 If the Client fails to make a payment due to the Supplier under the Contract by the due date, the Supplier is entitled to invoice the Client for all amounts due under the Contract, regardless of whether the Services outlined in the Specification have been completed in full.

10.13 If the Client fails to make a payment due to the Supplier under the Contract or any separate Contract with the Supplier by the due date, the Supplier is entitled to suspend hosting services to the Client’s Site, in addition to other remedies available under clause 14.

10.14 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction, or withholding, except for any deduction or withholding of tax required by law.

10.15 The Client and the signatory of all contracts and proposals on behalf of the Client are jointly and severally liable for the Charges.

10.16 Additional amendments and changes beyond the initial agreement are subject to the Supplier’s approval. Please refer to the Supplier’s Rate Card for more information.

10.18 The Supplier offers a 30% discount on the standard rate card for any services provided to registered charities and non-profit organisations. This discount is applicable upon verification of the client’s charitable or non-profit status and will be applied to the total cost of the service.

11. Intellectual Property Rights

11.1 All Intellectual Property Rights related to the Services, except for Intellectual Property Rights in any Materials provided by the Client, shall be owned by the Supplier.

11.2 The Supplier grants the Client 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 Deliverables in its business.

11.3 The Supplier owns all proprietary data and reserves all Intellectual Property Rights until the full balance owed is paid by the Client. 

11.4 The Client is not allowed to sublicense, assign, or transfer the rights granted in clause 11.2.

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

11.6 The Client shall indemnify the Supplier against any damages, losses, and expenses incurred due to any action or claim asserting that the Materials infringe the Intellectual Property Rights of a third party.

12. Data Protection

The parties shall comply with their data protection obligations as the Supplier’s Privacy Policy, which you can see here.

13. Limitation of Liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1 The Supplier maintains insurance cover for its own legal liability for individual claims. The limitations and exclusions in this clause are based on the insurance cover obtained by the Supplier, and the Client is responsible for arranging its own insurance for any additional loss exceeding this coverage. The insurance policies the Supplier holds include but are not limited to Cyber & Data Risks (up to £100,000), Employers’ Liability Cover (up to £10,000,000), Legal Expenses (up to £100,000) and Professional Indemnity (up to £100,000).

13.2 The references to liability in this clause 13 encompass all types of liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution, or any other basis.

13.3 Neither party can rely on the limitations and exclusions stated in this clause for any liability arising from deliberate default.

13.4 The provisions of this clause 13 do not limit the Client’s payment obligations under the Contract.

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

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

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

13.6 Subject to clause 13.3 (No limitation in respect of deliberate default) and clause 13.5 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Client for all loss or damage shall not exceed the price paid to the Supplier under this Contract.

13.7 The caps on the Supplier’s liabilities shall be reduced by:

(a) payment of any uncapped liability; and

(b) amounts awarded by a court or arbitrator, utilising their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

13.8 Subject to clause 13.3 (No limitation in respect of deliberate default), clause 13.4 (No limitation of Client’s payment obligations), and clause 13.5 (Liabilities which cannot legally be limited), the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data, or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

13.9 The Supplier has made commitments regarding the compliance of the Services with relevant specifications in clause 3. Therefore, to the fullest extent permitted by law, the terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are excluded from the Contract.

13.10 Unless the Client notifies the Supplier within the notice period of its intent to make a claim regarding a specific event, the Supplier shall have no liability for that event. The notice period begins on the day the Client became aware or reasonably should have become aware of the occurrence of the event and expires 3 months from that date. The notice must be provided in writing and must reasonably detail the event and the grounds for the claim.

13.11 This clause 13 shall remain in effect even after the termination of the Contract.

14. Termination

14.1 Without affecting any other right or remedy available to them, either party has the right to terminate the Contract by giving written notice to the other party under the following circumstances:

(a) The other party commits a material breach of any term of the Contract, and if the breach is capable of being remedied, fails to remedy it within 14 days of receiving written notice to do so.

(b) The other party takes any action related to entering administration, provisional liquidation, or any composition or arrangement with its creditors (excluding a solvent restructuring), applies to court for or obtains a moratorium under Part A1 of the Insolvency Act 1986, is being wound up (voluntarily or by court order, except for the purpose of a solvent restructuring), has a receiver appointed to its assets, ceases to carry on business, or takes a similar action in another jurisdiction.

(c) The other party suspends, threatens to suspend, or ceases or threatens to cease carrying on all or a significant part of its business.

(d) The financial position of the other party deteriorates to an extent that, in the terminating party’s opinion, the other party’s ability to fulfil its obligations under the Contract is at risk.

14.2 Without affecting any other right or remedy available to the Supplier, the Supplier may terminate the Contract by giving written notice to the Client under the following circumstances:

(a) The Client fails to make a payment due under the Contract on the specified due date.

(b) There is a change of control of the Client.

14.3 Without affecting any other right or remedy available to the Supplier, the Supplier may suspend the provision of Services under the Contract or any other contract between the Supplier and the Client if:

(a) The Client fails to make a payment due under the Contract on the specified due date.

(b) The Client becomes subject to any of the events listed in clause 14.1(c) or clause 14.1(d), or if the Supplier reasonably believes that the Client is likely to become subject to any of these events.

(c) The Supplier reasonably believes that the Client is likely to become subject to any of the events listed in clause 14.1(b).

14.4 In the event that the Client wishes to terminate a service provided by the Supplier, a minimum notice period of 30 days is required. The Client must provide written notice of cancellation to the Supplier at least 30 days prior to the desired end date of the service. Failure to comply with the notice period may result in additional charges.

15. Consequences of Termination

15.1 Upon termination or expiry of the Contract:

(a) The Client must immediately settle any outstanding invoices, including any accrued interest. In cases where Services have been provided but no invoice has been issued, the Supplier will submit an invoice, which the Client must pay upon receipt.

(b) The Client must return all Supplier Materials and any unpaid Deliverables. If the Client fails to do so, the Supplier reserves the right to enter the Client’s premises and retrieve the materials. Until the return is completed, the Client is solely responsible for the safekeeping of the materials and must not use them for any purposes unrelated to the Contract.

(c) In the event of termination by the Client under clause 14.2, the Supplier shall return all Materials to the Client and provide an electronic copy of the Site, including its content. The Supplier will also assist the Client, upon reasonable request, in transferring the hosting of the Site to the Client or another service Supplier. However, such assistance will be subject to the payment of the Supplier’s fees based on the current fee and price structure listed on the Supplier’s website at the time the additional services are required. The Supplier shall not be held liable for any issues relating to the Site once hosting has been transferred to another Supplier.

15.2 The termination or expiry of the Contract will not affect any rights, remedies, obligations, or liabilities of the parties that have accrued prior to the date of termination or expiry. This includes the right to seek damages for any breaches of the Contract that occurred prior to termination or expiry.

15.3 Any provisions in the Contract that are intended to remain in effect after termination or expiry, either explicitly or implicitly, shall continue to be binding and enforceable.

15.4 The Supplier strictly prohibits any defamatory or libellous activities on its platforms or services. The Client is required to adhere to all applicable laws and regulations governing online content and communication. In the event that defamatory or libellous material is identified, Beyond Co. reserves the right to take appropriate action.

16. General

16.1 Force majeure:

If either party is unable to perform or fulfil its obligations under the Contract due to events, circumstances, or causes beyond its reasonable control, such party will not be considered in breach of the Contract and will not be liable for any delay or failure to perform.

16.2 Assignment and other dealings:

(a) The Supplier has the right to assign, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise deal with any or all of its rights and obligations under the Contract at any time.

(b) The Client may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise deal with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

16.3 Confidentiality:

(a) Each party agrees not to disclose any confidential information about the other party’s business, affairs, clients, customers, or suppliers to any third party, except as permitted in clause 16.3(b). Confidential information includes technical or commercial information (such as specifications, drawings, designs) disclosed in writing, orally, or through inspections, and any information that is identified as confidential or should be considered confidential given the nature of the information.

(b) Each party may disclose the other party’s confidential information to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know the information for the purpose of fulfilling their obligations under the Contract. Each party must ensure that those to whom the information is disclosed comply with the confidentiality obligations. Disclosure may also be made if required by law, court order, or a governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than fulfilling its obligations under the Contract.

16.4 Entire agreement:

(a) The Contract represents the entire agreement between the parties, superseding all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, regarding the subject matter of the Contract.

(b) Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty (whether innocent or negligent) that is not explicitly stated in the Contract. The parties agree that they will not have any claims for innocent or negligent misrepresentation or misstatement based on any statements not included in the Contract.

(c) This clause does not limit or exclude liability for fraud.

16.5 Variation:

Any changes or modifications to the Contract will only be effective if they are in writing and signed by both parties or their authorised representatives, except as otherwise provided in these Conditions.

16.6 Waiver:

A waiver of any right or remedy under the Contract or by law is only valid if it is in writing and shall not be deemed a waiver of any subsequent right or remedy. The 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 right or remedy, and it shall not prevent or restrict any further exercise of that right or remedy. A partial exercise of a right or remedy shall not prevent or restrict the further exercise of that right or remedy or any other right or remedy.

16.7 Severance:

If any provision or part of the Contract is deemed invalid, illegal, or unenforceable, it shall be deleted without affecting the validity and enforceability of the remaining provisions. The parties will negotiate in good faith to replace the deleted provision with a new provision that achieves the intended commercial result to the greatest extent possible.

16.8 Notices:

(a) Any notice or communication related to the Contract must be in writing and can be delivered by hand, sent by pre-paid first-class post, or by other next working day delivery service to the registered office of the recipient (if a company) or its principal place of business (if not a company). Alternatively, it can be sent by email to the address specified in the Order.

(b) Notice or communication shall be deemed received: (i) if delivered by hand, at the time it is left at the proper address; (ii) if sent by post or delivery service, at 9:00 am on the second business day after posting; (iii) if sent by email, at the time of transmission, or when business hours resume if sent outside of business hours. Business hours are defined as 9:00 am to 5:00 pm, Monday to Friday, excluding public holidays at the place of receipt.

(c) This clause does not apply to the service of legal proceedings or other documents in a legal action or any other method of dispute resolution, where applicable.

16.9 Third party rights:

Unless expressly stated otherwise, the Contract does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 on any third party to enforce any term of the Contract. The parties retain the right to rescind or vary the Contract without the consent of any third party.

16.10 Governing law:

The Contract, including any disputes or claims arising from or related to it, its subject matter, or its formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

16.11 Disclosure:

The Supplier recognises the importance of maintaining confidentiality and protecting the privacy of its clients. As such, the Supplier may require the signing of a Non-Disclosure Agreement (NDA) by the client to ensure the security of sensitive information. The NDA outlines the terms and obligations regarding the handling and protection of confidential information shared between the parties.

16.12 Jurisdiction:

Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims arising from or related to the Contract, its subject matter, or its formation (including non-contractual disputes or claims).