PARAGON STUDIO PROJECTS LIMITED

TERMS AND CONDITIONS

1. The Customer’s attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
2. Interpretation
3. The following definitions and rules of interpretation apply in these Conditions.
4. Definitions:
5. Anti-Corruption Laws: shall mean any and all laws, rules and regulations administered by any Sanctions Authority from time to time concerning or relating to bribery or corruption including, without limitation, the U.K. Bribery Act 2010 and the rules and regulations thereunder.
6. Anti-Money Laundering Law: shall mean any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules administered by any Sanctions Authority related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping.
7. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
8. Commencement Date: has the meaning given in clause 2.
9. Conditions: these terms and conditions as amended from time to time in accordance with clause 7.
10. Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
11. Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
12. Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
13. Deliverables: the deliverables set out in the Quote or otherwise agreed in writing and that are produced by the Supplier for the Customer.
14. Delivery Location: has the meaning given in clause 1.
15. Entity: shall mean a partnership, association, trust, joint venture, corporation, limited liability company, group, subgroup, or other organization.
16. Force Majeure Event: has the meaning given to it in clause 16.
17. Goods: the goods (or any part of them) set out in the Quote.
18. Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier (including, without limitation, in the Quote) (if any).
19. Paragon Studio Projects Plus: the Supplier’s ‘Paragon Studio Projects Plus’ warranty as referenced in clause 5.4 and as further detailed in the Warranty Specification.
20. Paragon Studio Projects Plus Services: those services to be supplied by the Supplier to the Customer pursuant to Paragon Studio Projects Plus as further specified in the Warranty Specification.
21. 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.
22. Person: any natural individual or Entity.
23. Quote: the Supplier’s quotation for the supply of Goods and/or Services provided in writing by the Supplier to the Customer.
24. Sanctions Authority: the UK Government, The European Union, the U.S Government, the United Nations (UN) and any other governmental authority with jurisdiction over the Buyer or any of its Ultimate Beneficial Owner(s) (or any part of their respective business or operations), and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including, without limitation, Her Majesty’s Treasury, the UK’s Office of Financial Sanctions Implementation and Department of International Trade, the Office of Foreign Assets Control (OFAC), the US Department of the Treasury, the European Commission, Financial Stability, Financial Services and Capital Markets Union (FISMA) or the UN Security Council.
25. Sanctions List: means any of the lists issued or maintained by a Sanctions Authority designating or identifying Persons that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including, without limitation, The UK Consolidated List of Persons and Organisations Under Financial Sanctions List, the Specially Designated Nationals and Blocked Persons List, the Consolidated Sanctions List maintained by OFAC, and/or the European Union Consolidated Financial Sanctions Lists as published by FISMA.
26. Sanctions: any restrictive measure, prohibition, asset freeze or any other economic or financial sanctions or trade embargoes administered or enforced from time to time by any Sanctions Authority.
27. Sanctioned Country: at any time, a country, region or territory that is, or whose government is, the subject or target of any Sanctions.
28. Sanctions Target: a Person that is either listed on, or owned or controlled by (whether directly or indirectly) or acting on behalf of a Person listed on, a Sanctions List; or who is resident, domiciled or located in, or incorporated or organised under the laws of, a Sanctioned Country or otherwise identified by a Sanctions Authority as being subject to Sanctions.
29. Services: the services, including the Deliverables and, save for where stated the contrary, the Warranty Services, supplied by the Supplier to the Customer as set out in the Quote and the Service Specification (in respect of Services except the Warranty Services) or Warranty Specification (in respect of the Warranty Services) (which shall include, if applicable, installation of the Goods at the Site).
30. Service Specification: the description or specification for the Services (except the Warranty Services) provided in writing by the Supplier to the Customer (including, without limitation, in the Quote) (if any).
31. Site: the location at which the Services are to be provided by the Supplier to the Customer as specified in the Quote or as otherwise agreed in writing between the Supplier and the Customer.
32. Standard Cover: the Supplier’s ‘Standard Cover’ warranty as referenced in clause 5.3 and as further detailed in the Warranty Specification.
33. Standard Cover Services: those services to be supplied by the Supplier to the Customer pursuant to the Standard Cover as further specified in the Warranty Specification.
34. Supplier: Paragon Studio Projects Limited registered in England and Wales with company number 09212367.
35. Supplier Materials: has the meaning given in clause 1(j).
36. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
37. Ultimate Beneficial Owner: shall mean any natural person(s) who owns (either directly or via a nominee arrangement) more than 25% (twenty-five percent) of any Entity or who ultimately controls more than 25% (twenty-five percent) of any corresponding voting rights within that Entity or who is able to exercise significant direction and control over the same Entity.
38. Warranty Services: the Standard Cover Services and/or the Paragon Studio Projects Plus Services (as applicable).
39. Warranty Specification: the Supplier’s warranty specification document (as amended or supplemented from time to time) as made available to the Customer or available on request from the Supplier detailing (i) the Standard Cover and Standard Cover Services and (ii) Paragon Studio Projects Plus and the Paragon Studio Projects Plus Services.
39.1. Interpretation:
39.1.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
39.1.2. A reference to a party includes its personal representatives, successors and permitted assigns.
39.1.3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
39.1.4. 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.
39.1.5. A reference to writing or written includes email.
40. Basis of contract
40.1. The Quote constitutes an offer by the Supplier to the Customer for the sale of the Goods and/or Services (as specified in the Quote) in accordance with these Conditions.
40.2. The Quote shall be deemed to be accepted when:
40.2.1. the Customer issues written acceptance of the Quote; or
40.2.2. the Customer otherwise accepts or approves (or indicates its acceptance or approval of) the Quote in writing or orally or by its conduct,
41. whichever is earlier, at which point, and on which date the Contract shall come into existence (Commencement Date).
42. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues, website(s) or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force. In particular, any technical or other information contained in the Supplier’s advertising, sales and technical literature is provided for general guidance only and forms no part of the Contract.
43. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
44. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
45. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified. All of these Conditions shall apply whether the Customer is a business customer or consumer customer save for where application (or disapplication) to one or the other is specified.
46. The Customer acknowledges and agrees that the Supplier’s officers, employees, contractors, sub-contractors, agents and other representatives are not authorised to make any warranties, guarantees, representations or similar concerning the Goods and/or Services unless confirmed by a director of the Supplier in writing.
47. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any purported variation to the Goods, the Services, the Goods Specification, the Service Specification or the Contract (or any part(s) thereof) generally by the Customer. The Customer acknowledges and agrees that the Customer is not entitled to vary the Goods, the Services, the Goods Specification, the Service Specification or the Contract (or any part(s) thereof) without the prior written consent of the Supplier and subject always to:
47.1. the indemnity set out in this clause 2.8; and
47.2. the Supplier reserving the right to revise the price of the Goods and/or Services under the Contract to reflect the requested variation.
48. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier (or any of its agents, representatives, contractors or sub-contractors) arising out of or in connection with:
48.1. any purported variation or change to the date(s), time(s) and/or other timescale(s) (requested by the Customer) on which the Services are agreed to be provided by the Supplier (or its agents, representatives, contractors or sub-contractors); and/or
48.2. any variation or change of the Site (or variation or change to the geographical location of the Site to that originally anticipated at the time of the Quote or other written agreement of the Site).
49. Goods
49.1. The Goods are described in the Goods Specification. All specifications contained in the Goods Specification are approximate only and are subject to normal margins of tolerance for the materials and construction in question. The Supplier will use its reasonable endeavours to supply the Goods in accordance with the Goods Specification.
49.2. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement or as a result of changes in technical knowledge, production techniques, government or other regulations, health and safety regulations or practices or any other reasonable cause, and the Supplier shall notify the Customer in any such event. Further, the Supplier reserves the right to amend the Goods Specification if the amendment will not materially affect the nature or quality of the Goods, and the Supplier shall notify the Customer in any such event.
49.3. The Supplier shall use all reasonable endeavours to meet any performance dates for the Goods specified to the Customer but any such dates shall be estimates only and time shall not be of the essence for the performance.
50. Delivery of Goods and any products as part of the Services
50.1. As agreed between the Supplier and the Customer in writing:
50.1.1. the Supplier shall deliver or procure the delivery of the Goods to the location set out in the Quote or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready; or
50.1.2. the Customer shall collect the Goods from such location as set out in the Quote or such other location as the parties may agree in writing (Delivery Location) within five Business Days of the Supplier notifying the Customer that the Goods are ready.
50.2. Delivery of the Goods shall be completed on the completion of unloading or loading (as the case may be) of the Goods at the Delivery Location.
50.3. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
50.4. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
50.5. Subject to clause 4.8, if the Customer fails to take or accept (as the case may be) delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
50.5.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
50.5.2. the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
50.6. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted (as the case may be) delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
50.7. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
50.8. If the Supplier agrees to collate, consolidate or otherwise collect Goods or other products being supplied by the Supplier to the Customer as part of the Services (or otherwise) prior to any delivery and/or installation of such Goods or other products then the Supplier shall store said Goods or other products free of charge for a maximum period of 3 months commencing on the date the final item of Goods or other products arrives with the Supplier. The Supplier shall notify the Customer when such final item arrives with the Supplier. Following the expiry of the aforementioned 3 month period, any further storage will be provided by the Supplier subject to the Customer paying the Supplier a fee at an equivalent rate of £40 per pallet per month in advance. Such storage will then form part of the Services for the purpose of the Contract.
51. Warranties
51.1. The Supplier will use its reasonable endeavours to procure the assignment of (or if assignment is unavailable the passing of the benefit of) any warranty or guarantee or similar provided by the manufacturer or original supplier of the Goods or the original supplier of the Services (Manufacturer Warranty) onto the Customer or, where possible, use its reasonable endeavours to procure that any such Manufacturer Warranty is issued in the name of the Customer.
51.2. The Customer acknowledges that any Manufacturer Warranty will not apply or be available (in whole or in part in accordance with the terms of the Manufacturer Warranty) if (i) the Customer breaches or otherwise does not observe the terms of the relevant Manufacturer Warranty and/or (ii) the Goods and/or Services are removed from the relevant country or area which the Manufacturer Warranty specifies in its terms (for example, the country of purchase) (Applicable Territory).
51.3. Standard cover warranty:
51.3.1. In the event that the Goods and/or Services are removed from the Applicable Territory, and if available in accordance with the terms of the Manufacturer Warranty, the Supplier shall then use reasonable endeavours to allow the use of by, and provide to, the Customer the Supplier’s Standard Cover.
51.3.2. The Supplier reserves the right to withdraw, supplement or alter the terms of its Standard Cover (and, accordingly, the relevant part of the Warranty Specification) at any time.
51.3.3. It is acknowledged by the Customer that the Standard Cover will cease to be available (in whole or in part) to the Customer in the event that the relevant Manufacturer Warranty is unavailable for whatever reason including, without limitation, because of the circumstances set out in clause 5.2.
51.3.4. The duration of the Standard Cover is if and for so long as the relevant Manufacturer Warranty is available in accordance with its terms.
51.4. Paragon Studio Projects Plus warranty:
51.4.1. This clause 5.4 only applies if the Customer has purchased and paid, in full, for Paragon Studio Projects Plus in addition to the relevant Goods and/or Services (as specifically and expressly stated on the Quote or otherwise agreed in writing).
51.4.2. In the event that the Customer has purchased and paid, in full, for Paragon Studio Projects Plus, then following the delivery of the Goods, the Supplier shall provide the Paragon Studio Projects Plus Services to the Customer in respect of the relevant Goods for the duration stated in the Warranty Specification.
51.4.3. It is acknowledged by the Customer that Paragon Studio Projects Plus will cease to be available (in whole or in part) to the Customer in the event that the relevant Manufacturer Warranty is unavailable for whatever reason including, without limitation, because of the circumstances set out in clause 5.2.
51.4.4. The duration of Paragon Studio Projects Plus shall be as stated in the Warranty Specification or as otherwise agreed in writing (including, without limitation, in the Quote) between the Supplier and the Customer. Unless otherwise specified, any duration is from the date of deliver or collection of the Goods in question.

52. Except as referred to expressly and specifically in this clause 5, all warranties, guarantees, representations or similar, whether express or implied by statute, common law, or otherwise (including but not limited to fitness for purpose) are hereby excluded to the fullest extent permitted by law.
53. The Supplier shall not be required to provide the Standard Cover or the Paragon Studio Projects Plus Services if:
53.1. the Customer makes any further use of such Goods or Services after giving notice of a breach of Manufacturer Warranty;
53.2. the defect arises because the Customer failed to follow the Supplier’s or manufacturer’s/original supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or Services or (if there are none) good trade practice;
53.3. the defect arises as a result of the Supplier following any drawing, design or Goods Specification or Service Specification supplied by the Customer;
53.4. the Customer alters or repairs such Goods or Services without the written consent of the Supplier;
53.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
53.6. the Goods or Services differ from the Goods Specification or the Service Specification (as the case may be) as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
54. This clause 5 does not affect any statutory rights the Customer may have as a consumer (including any rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or the Consumer Rights Act 2015). If the Customer is a consumer, the Supplier will honour its legal duty in respect of Goods and/or Services supplied. The Customer’s legal rights are summarised below. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk.

55. Summary of your key legal rights
56. If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
57. Up to 30 days: if your goods are faulty, then you can get a refund.
58. Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
59. Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
60. If your product is digital content, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
61. If your digital content is faulty, you’re entitled to a repair or a replacement.
62. If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.
63. If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation
64. If your product is services, the Consumer Rights Act 2015 says:
65. You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
66. If a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable.
67. If a time hasn’t been agreed upfront, it must be carried out within a reasonable time.
68. Title and risk
68.1. The risk in the Goods shall pass to the Customer on completion of delivery.
68.2. Title to the Goods shall not pass to the Customer until the earlier of the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment.
68.3. Until title to the Goods has passed to the Customer, the Customer shall:
68.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
68.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
68.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
68.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 1(c) to clause 14.1(e); and
68.3.5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
68.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1(c) to clause 14.1(e), then, without limiting any other right or remedy the Supplier may have the Supplier may at any time:
68.4.1. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
68.4.2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
69. Supply of Services
69.1. The Services are described in the Service Specification and shall be provided at the Site. All specifications contained in the Service Specification are approximate only and are subject to normal margins of tolerance. The Supplier will use its reasonable endeavours to supply the Services at the Site in accordance with the Service Specification.
69.2. The Supplier reserves the right to amend the Service Specification and/or the Warranty Specification if required by any applicable statutory or regulatory requirement or as a result of changes in technical knowledge, production techniques, government or other regulations, health and safety regulations or practices or any other reasonable cause, and the Supplier shall notify the Customer in any such event. Further, the Supplier reserves the right to amend the Service Specification and/or the Warranty Specification if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
69.3. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified to the Customer but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
69.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
70. Customer’s obligations and warranties
70.1. The Customer shall:
70.1.1. ensure that the terms of the Quote and any information it provides in the Service Specification and/or the Goods Specification (as applicable) are complete and accurate;
70.1.2. co-operate with the Supplier in all matters relating to the Services and/or the Goods (as applicable);
70.1.3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s or any relevant third party’s premises, office accommodation, locations and other facilities as reasonably required by the Supplier to provide the Services and/or in connection with the Goods (as applicable) (including delivery and/or installation of the Goods (as applicable));
70.1.4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and/or in connection with the Goods (as applicable) (including delivery and/or installation of the Goods (as applicable)), and ensure that such information is complete and accurate in all material respects;
70.1.5. save to the extent that such forms part of the Services, prepare the Customer’s premises for the supply of the Services and/or in connection with the Goods (as applicable) (including delivery and/or installation of the Goods (as applicable));
70.1.6. 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 and/or the Goods before the date on which the Goods are to be delivered and/or installed (as applicable);
70.1.7. obtain and maintain, at its own cost, such import licences and other consents in relation to the Goods and/or Services (as applicable) as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier immediately on request;
70.1.8. comply with all applicable laws, including health and safety laws;
70.1.9. comply with all reasonable requirements and instructions of the Supplier (and provide all necessary information, materials and/or documentation requested by the Supplier) in connection with the import and/or export of the Goods and/or Services including, without limitation, doing all such acts and things, and signing all such documents, reasonably required by the Supplier in connection with the import and/or export of the Goods and/or Services (including, without limitation, end user undertakings, export paperwork and customs declarations);
70.1.10. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
70.1.11. comply with any additional obligations as set out in the Service Specification and/or the Goods Specification (as applicable).
70.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, including, without limitation, those contained in clause 8.1 above (Customer Default):
70.2.1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
70.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and
70.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
70.3. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Customer’s failure to comply with clause 8.1(i) above. This clause 8.3 shall survive termination of the Contract.
70.4. The Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements) and not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom. Failure to comply with clause 4 shall be a material breach of the Contract.
70.5. The Customer shall not engage in any activity, practice or conduct which would constitute either:
70.5.1. a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act; or
70.5.2. a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
71. Failure to comply with clause 8.5 shall be a material breach of the Contract.
72. The Customer hereby warrants to the Supplier that:
72.1. the person(s) accepting the Quote have the requisite authority to do so;
72.2. the Contract forms a binding commitment between the Supplier and the Customer and, in particular, is binding on the Customer in accordance with its terms; and
72.3. any information provided to Supplier by the Customer or its officers, employees, contractors, sub-contractors, agents or representatives (or on their respective behalfs), in connection with the Contract was true, complete and not misleading.
73. Charges and payment
73.1. The price for Goods and the Services:
73.1.1. shall be the price set out in the Quote or as otherwise agreed by the parties in writing or, if no price is quoted or agreed, the price set out in the Supplier’s published price list as at the Commencement Date (and in the case of the Warranty Services, in the Warranty Specification); and
73.1.2. shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.
73.2. The Supplier reserves the right to increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery of the Goods or commencement of performance of the Services, to reflect any increase in the cost of the Goods and/or Services to the Supplier that is due to:
73.2.1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, currency regulation, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
73.2.2. any request by the Customer to change the Goods, the Services, delivery date(s), the performance dates, the quantities or types of Goods ordered, or the Goods Specification or the Services Specification; or
73.2.3. any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods and/or Services.
73.3. The Supplier shall invoice the Customer for the price for the Goods and Services as stated in the Quote or as otherwise agreed in writing between the Supplier and the Customer. If no such payment terms are stipulated in the Quote or otherwise agreed in writing between the Supplier and the Customer, the Supplier shall invoice the Customer for the price for the Goods and Services at any time on or after the Commencement Date. Save for as otherwise agreed by the Supplier and the Customer in writing, or as stated in the Quote, and notwithstanding anything else contained in the Contract, the Supplier shall be under no obligation to commence manufacturing or procuring the Goods (or their delivery) or performance of the Services if and until the price for the Goods and the Services in question is received by the Supplier from the Customer in full and cleared funds to a bank account nominated in writing by the Supplier. Notwithstanding the aforementioned, the Supplier shall invoice the Customer for the price for the Warranty Services (if applicable) in advance.
73.4. The Customer shall pay each invoice submitted by the Supplier:
73.4.1. immediately on receipt of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer or as stated in the Quote; and
73.4.2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and
74. time for payment shall be of the essence of the Contract.
75. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax, any similar sales tax or any tax that replaces such sales taxes chargeable from time to time (VAT) and all import taxes or levies of a similar nature which are imposed or charges by any competent authority or body in respect of the Goods and/or Services. Any such VAT, taxes or levies payable shall be paid by the Customer in addition to the Supplier on demand.
76. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
77. If HM Revenue & Customs or any other tax authority or relevant body in any jurisdiction (HMRC) notifies the Supplier, at any time, that VAT is or should have been payable under or in connection with the Contract, the Supplier will promptly issue to the Customer a valid VAT invoice in respect of the Goods and/or Services (or the relevant part(s) thereof) and within 5 Business Days of receipt of that invoice, the Customer shall pay to the Supplier the amount of VAT stated in the invoice (which shall, if applicable, be the amount of VAT determined by HMRC to be chargeable) and all interest, penalties or other charges charged by HMRC due to the late payment of such VAT.
78. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:
78.1. any failure by the Customer to comply with clause 9.5 to clause 9.7 (inclusive); and/or
78.2. any value added tax, any similar sales tax or any tax that replaces such sales taxes and all import taxes or levies of a similar nature which are imposed or charges by any competent authority or body in respect of the Goods and/or Services or otherwise in connection with the Contract and for which the Customer has not already paid.
79. If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to the Supplier, the Customer shall increase the sum it pays to the Supplier by the amount necessary to leave the Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
80. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 14 (Termination), the Customer 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 10 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%.
81. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). This clause 9.11 shall not apply if the Customer is a consumer.
82. All bank or similar charges incurred in relation to any payment to be made in connection with the Contract shall be payable by the Customer.
83. The Supplier may make an additional charge to the Customer for any export or customs documentation (including, without limitation, end user undertakings, export paperwork and customs declarations) that the Supplier deals with in connection with the Contract. All such charges will be notified to the Customer from time to time.
84. The Supplier may apply any payments received from the Customer under the Contract or otherwise to settle any amounts due to the Supplier under the Contract or to settle any other outstanding invoices or payments due by the Customer to the Supplier (whether under the Contract or otherwise) and which may exist from time to time.
85. Intellectual property rights
85.1. 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 Customer) shall be owned by the Supplier.
85.2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.
85.3. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
86. Data protection
86.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
86.2. The Supplier will use the Customer’s personal data as set out in the Supplier’s privacy policy/privacy notice available on request or on the Supplier’s website.
87. Confidentiality
87.1. 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 or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
87.2. Each party may disclose the other party’s confidential information:
87.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
87.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
87.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
88. Limitation of liability
89. THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
90. The restrictions on liability in this clause 13 (including, without limitation, in clause 13.3 below) apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
91. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
91.1. death or personal injury caused by negligence;
91.2. fraud or fraudulent misrepresentation;
91.3. 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 (title and quiet possession); and
91.4. defective products under the Consumer Protection Act 1987.
92. Subject to clause 2, the Supplier’s total liability to the Customer in respect of all breaches of duty shall not exceed the cap.
93. In clause 3 the cap is all sums actually paid to and received by the Supplier from the Customer under the Contract in respect of Goods and/or Services (as applicable) actually supplied by the Supplier prior to the relevant breach having occurred.
94. The types of loss listed below are wholly excluded by the parties.
94.1. loss of profits;
94.2. loss of sales or business;
94.3. loss of agreements or contracts;
94.4. loss of anticipated savings;
94.5. loss of use or corruption of software, data or information;
94.6. loss of or damage to goodwill; and
94.7. indirect or consequential loss.
95. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
96. Clause 13.1 and clauses 13.3 to 13.6 (inclusive) shall not apply to a Customer that is a consumer. Instead, when a Customer is a consumer the Supplier is responsible for losses the Customer suffers caused by the Supplier breaching the Contract unless, subject to clause 13.2, the loss is:
96.1. Unexpected in that it was not obvious that it would happen and nothing the Customer said to the Supplier before the Supplier entered into the Contract meant the Supplier should have expected it (so, in the law, the loss was unforeseeable); and/or
96.2. Caused by a delaying event outside the Supplier’s control; and/or
96.3. Avoidable in that something the Customer could have avoided by taking reasonable action; and/or
96.4. A business loss (being a loss the Customer suffers in connection with its trade, business, craft or profession).
97. This clause 13 shall survive termination of the Contract.
98. Termination
98.1. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
98.1.1. the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default for 5 Business Days;
98.1.2. the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 20 Business Days after receipt of notice in writing to do so;
98.1.3. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
98.1.4. the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
98.1.5. the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
98.2. Without affecting any other right or remedy available to it, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
98.2.1. the Supplier commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 20 Business Days after receipt of notice in writing to do so;
98.2.2. the Supplier enters into administration or liquidation or is otherwise wound up; or
98.2.3. the Supplier ceases to carry on all of its business.
98.3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 1(c) to clause 14.1(e), or the Supplier reasonably believes that the Customer is about to become subject to any of them. Following payment of any relevant due amount having been made or the Customer ceasing to be subject to any of the events listed in clause 14.1(c) to clause 14.1(e), or the Supplier ceasing to reasonably believes that the Customer is about to become subject to any of them, the Supplier shall then use reasonable endeavours to reschedule the supply of the Services and/or delivery of Goods to a reasonably convenient date and time for the Supplier (in its discretion).
99. Consequences of termination
99.1. On termination of the Contract:
99.1.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
99.1.2. the Customer shall be liable to pay to the Supplier on demand, by way of compensation, an amount equal to all losses and expenses reasonably incurred by the Supplier which arise out of, as a consequence of, or ancillary to such termination of the Contract;
99.1.3. the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
99.2. In the event that the Customer purports to terminate the Contract (save for pursuant to clause 14.2 (a) to 14.2 (c) (inclusive) above in accordance with the terms of those clauses), the total price for the Goods and Services (as applicable) will become immediately due and payable for the Goods and Services (as applicable) notwithstanding any payment terms or credit terms agreed to the contrary between the Supplier and the Customer and the Supplier shall be able to invoice the Customer accordingly.
99.3. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:
99.3.1. the termination of the Contract by the Supplier pursuant to clause 14.1(a) to 14.1(e) (inclusive) above; or
99.3.2. the purported termination of the Contract by the Customer (save for pursuant to clause 14.2 (a) to 14.2 (c) (inclusive) above in accordance with the terms of those clauses).
99.4. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
99.5. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
100. Return and refund
100.1. Subject to the remainder of this clause 16, the Customer may cancel the Contract and receive a refund for the Goods and/or Services which are the subject matter of the Contract (subject to this clause 16) if the Customer notifies the Supplier of such cancellation as set out in clause 16.3 within 30 days of the Commencement Date and otherwise complies with this clause 16.
100.2. The cancellation right set out in clause 16.1 does not apply in the case of:
100.2.1. any bespoke, made to order, made to measure, personalised or adapted Goods or other Goods where the resale of such is limited by the unique specification of the Goods in question (such to be determined by the Supplier acting reasonably and in good faith);
100.2.2. any sealed Goods once those Goods are unsealed; or
100.2.3. any Goods that are used or damaged; or
100.2.4. any Goods that are not returned in its original unopened packaging (with any seal or shrink-wrap intact), with all labels still attached, and otherwise in a condition enabling the Supplier to sell the Goods as new; or
100.2.5. any Goods which become mixed inseparably with other items; or
100.2.6. any Goods purchased with gift vouchers or similar.
100.3. To cancel the Contract, the Customer must:
100.3.1. contact the Supplier in writing including details of the Quote / Contract to help the Supplier identify the Quote/Contract being cancelled. Any written cancellation is effective from the date the Supplier actually receives the written notice; and
100.3.2. contact the Supplier to obtain a return authorisation number for the return in question.
100.4. If Goods have been delivered to the Customer or collected by the Customer (as applicable) before the Customer decides to cancel the Contract then the Customer must return the Goods to the Supplier (with a cover note containing the return authorisation number referred to in clause 16.3(b) above) without undue delay and in any event not later than 14 days after the day on which the Customer lets the Supplier know that it wishes to cancel the Contract. Goods returned must be sent by Royal Mail Signed For delivery to Paragon Studio Projects Returns Department, Unit 5, Wirral Park, Glastonbury, BA6 9XE or such other address that the Supplier notifies to the Customer from time to time. The Customer is fully responsible for paying all postage and other costs associated with return of the Goods under this clause 16. The Supplier reserves the right to charge the Customer a restocking fee to be determined in the absolute and sole discretion of the Supplier.
100.5. The Supplier will give the Customer a refund for the price the Customer has paid to the Supplier in respect of any Goods properly returned by the Customer in accordance with this clause 16, less any restocking fee as mentioned in clause 16.4 above, and in respect of any Services yet to be performed by the Supplier for the Customer (but, for the avoidance of any doubt, the Customer shall not be refunded (and will remain liable for if not paid) any price paid or to be paid in respect of Services already provided in accordance with the Contract. The Supplier will not refund to the Customer any delivery charges relating to the Goods in question and/or any costs incurred by the Customer in returning the Goods to the Supplier.
100.6. Any refund will usually be made by the Supplier to the Customer using the same method originally used by the Customer to pay the original price and refunds will be processed as soon as possible and, in any event, within 30 days following the day the Supplier receives the returned Goods.
100.7. If the Customer purports to return any Goods under this clause 16 but in contravention of any of the requirements of this clause 16:
100.7.1. the Supplier will not refund the price or exchange the Goods in question;
100.7.2. the Supplier may retain the Goods until the Customer pays to the Supplier such additional amount as the Supplier may charge for re-delivery of the incorrectly returned Goods; and
100.7.3. if the Supplier does not receive payment of such additional amount within 14 days of issuing a request for payment, the Supplier may destroy or otherwise dispose of the returned Goods in our sole discretion without any liability to the Customer.
100.8. This clause does not affect any statutory rights the Customer may have as a consumer (including any rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (Consumer Act) or the Consumer Rights Act 2015).
100.9. If the Customer is a consumer, the Consumer Act applies and purchases the Goods and/or Services online, by mail order, over the telephone or on the Customer’s doorstep (but in no other circumstances), the following provisions of clause 16.10 to 16.18 (inclusive) shall apply.
100.10. Subject to the requirements of clause 16.9, and in addition to any rights set out in clause 16.1 to clause 16.7 above, the Customer shall be able to cancel the Contract and receive a refund of charges paid (including delivery costs) subject to the further conditions set out in clause 16.11 to 16.18 (inclusive) below.
100.11. The Customer’s right of cancellation in clause 16.10 does not apply in respect of:
100.11.1. digital Goods, after the Customer (or anyone of their behalf) have started to download or stream these;
100.11.2. Services, once these have been completed;
100.11.3. Goods sealed for health protection or hygiene purposes, once these have been unsealed after the Customer receives them;
100.11.4. sealed audio or sealed video recordings or sealed computer software, once these Goods are unsealed after you receive them;
100.11.5. Goods that are made to the Customer’s specifications or are clearly personalised; and
100.11.6. Goods which become mixed inseparably with other items after their delivery.
100.12. In order to exercise the right of cancellation in clause 16.10, the Customer must notify the Supplier not later than 14 days after:
100.12.1. in respect of Goods (save for as provided in clause 16.12(b) below), the day the Supplier delivers or makes available the Goods to the Customer (if the Goods are split into several deliveries over different days, the period runs from the day after the last delivery); or
100.12.2. in respect of Services or digital content for downloading or streaming, the Commencement Date.
100.13. The Customer shall notify the Supplier of its decision to cancel the Contract pursuant to the right of cancellation set out in clause 16.10 in accordance with clause 16.3.
100.14. In respect of Goods, the Customer must return the Goods within 14 days of the Customer notifying the Supplier of its decision to cancel. Returns are at the Customer’s own cost. Goods returned must be sent by Royal Mail Signed For delivery to Paragon Studio Projects Returns Department, Unit 5, Wirral Park, Glastonbury, BA6 9XE or such other address that the Supplier notifies to the Customer from time to time
100.15. The Supplier only refunds standard delivery costs and not extra delivery costs paid for by the Customer (for example for express delivery or delivery at a particular time).
100.16. The Customer is still liable to pay for Services it received before exercising its right of cancellation.
100.17. Any refund will be reduced by the Supplier if the Customer has used or damaged any Goods. If the Customer handles any Goods in a way which would not be acceptable in-store, the Supplier reduces the refund to compensate the Supplier for any reduced value of the Goods.
100.18. In respect of Services, digital content or Goods that haven’t been delivered or collected, the Supplier shall refund the Customer as soon as possible and within 14 days of the Customer exercising its right of cancellation. In respect of Goods that the Customer is returning to the Supplier, the Supplier shall refund the Customer within 14 days of receiving them back (or receiving evidence the Customer has sent them in accordance with the Contract). Refund are made by the method used for payment.
101. Force majeure
102. The Supplier 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 result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 12 months, the Customer may terminate this agreement by giving 30 days’ written notice to the Supplier.
103. General
103.1. Assignment and other dealings
103.1.1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
103.1.2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
103.2. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 18.2 shall not affect the validity and enforceability of the rest of the Contract.
103.3. 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.
103.4. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
103.5. Entire agreement.
103.5.1. 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.
103.5.2. 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 misrepresentation based on any statement in the Contract.
103.5.3. Nothing in this clause shall limit or exclude any liability for fraud.
103.5.4. This clause 18.5 shall not apply if the Customer is a consumer.
103.6. Third party rights.
103.6.1. 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.
103.6.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
103.7. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
103.8. 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 the law of England and Wales.
103.9. 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.
103.10. Know your client.
103.10.1. Within 10 Business Days of the date of the Contract and at such periods as reasonably necessary thereafter the Customer shall deliver to the Supplier sufficient ‘know your client’ documentation in any form reasonably required by the Supplier to satisfy itself that the performance of the Supplier’s and/or Customer’s obligations under the Contract will not result in it breaching, or being placed at risk of breaching any applicable Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws (KYC Documentation).
103.10.2. If, at any time following its receipt of KYC Documentation the Supplier determines (acting reasonably) that the identified Customer (or any Ultimate Beneficial Owner(s) of the same) does not satisfy its ‘know your customer’ procedures, rules and regulations or may result in the Supplier or any of their banks or professional advisors breaching or being placed at risk of breaching any applicable Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, then Supplier will be entitled to terminate the Contract within immediate effect.