THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
1.1 The following definitions and rules of interpretation apply in these Conditions.
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
the charges payable by the Client for the supply of the Services in accordance with clause 5 (Charges and payment).
has the meaning given in clause 2.2.
these terms and conditions as amended from time to time in accordance with clause 12.5.
has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
the person or firm who purchases Services from DAL.
has the meaning set out in clause 4.2.
D A Languages Limited registered in England and Wales with company number 06207784.
“Data Protection Legislation“
all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
the deliverables to be produced by DAL for the Client, as specified in the Order.
“Intellectual Property Rights“
copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, 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.
means any Order where:
(i) the Source Material the subject of the Services requires additional work beyond the amount of work set out in any fee quote provided by DAL; or
(ii) the work is of an extraordinary or specialist nature; or
(iii) the Source Material contains language or dialect (if applicable) to be interpreted in a specific way; or
(iv) the work needs to be carried out more urgently than provided for in DAL’s standard delivery times;
(v) as a result of the Client’s instructions, additional expenditure by DAL is required in order to fulfil the Order; or
(vi) the Source Material provided to DAL is varied by the client after the Order is commenced by DAL; or
(vii) additional Source Material is provided to DAL that is in addition to the Source Material provided to DAL which was the subject of the Order.
the Client's order for Services as set out in the Client's submission of an online order form via DAL’s website, or the Client's written acceptance of a quotation by DAL, or the contract between DAL and the Client for the supply of Services in accordance with these Conditions, as the case may be.
the pricing schedules of DAL as published from time to time and as applicable and as identified in the Order.
the provision of one or more of the following services:
(i) face-to-face interpretation/translation;
(ii) video interpretation;
(iii) telephone interpretation;
(iv) document translation and/or proof-reading;
(v) transcription; and
any material provided by the Client to DAL for translation or interpretation, whether in written, audio, or video form.
the description or specification of the Services provided in writing by DAL to the Client.
1.3.1 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.
1.3.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.3.3 A reference to writing or written includes fax or email.
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when DAL issues written acceptance of the Order at which point and on which date the Order shall come into existence (Commencement Date).
2.3 Any descriptive matter or advertising issued by DAL, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Order or have any contractual force.
2.4 These Conditions apply to the Order to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by DAL shall not constitute an offer, and is only valid for a period of 5 Business Days from its date of issue.
3.1 DAL shall supply the Services to the Client in accordance with the Specification in all material respects. The Order shall be deemed to have been fulfilled at such time as DAL despatches the Deliverables, by whatever method, including email, fax, post, courier or personal delivery.
3.2 DAL shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. In the event that it is not reasonably possible for DAL to meet any such performance dates following acceptance of the Order, DAL shall notify the Client as soon as reasonably practicable of the same. In such circumstances, save where the delay is caused in whole or in part by a Client Default, the Client shall be entitled to cancel the Order, but no compensation shall be payable by DAL in respect of any such cancelled orders. In the event the Client does not cancel the Order the terms of the Order shall only be varied in accordance with the new performance dates agreed.
3.3 In the event that an Order cannot proceed as a result of confidentiality issues of the Client that arise during the performance of the Order then DAL reserves the right to suspend the performance of the Order until an alternative interpreter or translator (as appropriate) is provided and the date the Deliverables to be delivered will be amended accordingly. In the event that the Client chooses to proceed notwithstanding that a confidentiality issue has arisen it shall confirm in writing that it wishes to proceed and shall indemnify DAL against all liability that arises from proceeding with such breach of confidentiality.
3.4 DAL reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and DAL shall notify the Client in any such event.
3.5 Other than in respect of any Order(s) cancelled in accordance with sub-clause 3.2 above, any Order(s) withdrawn by the Client after being submitted shall be charged in full and payable by the Client in accordance with clause 5, unless DAL in its sole discretion grants a discount in respect of such Order(s).
3.6 In respect of any Order(s) the Client chooses to suspend or postpone the Client shall be liable to pay the Charges calculated in accordance with clause 5, from the Commencement Date to the date of suspension for any such suspension or postponement which endures for more than 5 Business Days.
3.7 DAL shall be entitled to the engage the services of such third parties (including but not limited to self-employed or freelance linguists) as it sees fit in the fulfilment of any Order.
3.8 DAL warrants to the Client that the Services will be provided using reasonable care and skill
3.9 DAL shall not be liable for any claim in accordance with clause 3.8 in the event that:
3.9.1 in relation to an Order for a matter to be translated, if the Client has not requested the proofreading service from DAL; or
3.9.2 Source Material contains errors or omissions prior to its delivery to DAL; or
3.9.3 in relation to Deliverables that have been reviewed by the Client errors or omissions that have not been reported to DAL in accordance with clause 4.1.14; or
3.9.4 in relation to an Order for a matter to be interpreted, if there is a reasonable interpretation of the matter to be interpreted
3.9.5 in relation to an Order for a matter to be interpreted, if the matter is of a technical nature (that was not required in the Specification); or
3.9.6 in relation to Client preferred language or dialect which may be utilised in Services delivered by DAL as per Non-Standard Instructions; and
3.9.6 if the Client is in breach of any their obligations as set in clause 4 below.
4.1 The Client shall:
4.1.1 ensure that the terms of the Order and any information or instructions it provides in the Specification are complete and accurate including, but not limited to, providing the details of the correct language and dialect (if applicable) which is required to perform the Services;
4.1.2 co-operate with DAL in all matters relating to the Services;
4.1.3 provide DAL, its employees, agents, consultants and subcontractors, with the correct environment and access to the Client’s premises, office accommodation and other facilities as reasonably required by DAL in order to perform the Services;
4.1.4 provide DAL with such information and materials as DAL may reasonably require in order for DAL to provide sufficient resources to enable it to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 ensure, prior to the delivery to DAL, that any Source Material is of a sufficient quality, sound clarity (in the case of audio material), and legibility (in the case of written material) to allow DAL to fulfil the Order without undue difficulty or excessive amounts of time being incurred;
4.1.6 ensure that any Source Material is delivered to DAL on or before the time agreed in the Order;
4.1.7 use its best endeavours to provide notice of the cancellation of any Order in accordance with the terms of the Order;
4.1.8 in the case of face-to-face interpretation, ensure that any necessary Client personnel, or third parties, are available and attend any meetings at the time specified in the Order and for a period sufficient to enable the Order to completed;
4.1.9 in the case of face-to-face interpretation, ensure that interpretation is only to be taken from one individual or, if more than one individual, the exact number of individuals is stated within the Specification
4.1.10 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.11 comply with all applicable laws, including health and safety laws;
4.1.12 comply with any additional obligations as set out in the Specification;
4.1.13 notify DAL of any complaints within 10 Business Days of receipt of the Deliverables and, if the Order relates to an interpretation matter, note on the job sheet for the Order the grounds for the complaint. Where any complaint is found by DAL to be unreasonable or ill-founded, DAL shall be entitled to charge the Client at its standard rates for time spent investigating such complaint. Submission of a complaint shall not entitle the Client to withhold payment of any invoice(s);
4.1.14 review any Deliverables and report any errors to DAL within 10 Business Days of receipt of the Deliverables. Where any error identified by the Client is found by DAL to be unreasonable or ill-founded, DAL shall be entitled to charge the Client at its standard rates for time spent investigating such complaint. In the event than the Client does not report any errors in the Deliverables within 10 Business Days the Client will be deemed to have approved the Order as being completed; and
4.1.15 not for a period of 12 months following an Order that utilised the services of the third party in question, directly engage the services of that third party that DAL utilised the services of in accordance with clause 3.6 for the term of the Order.
4.2 If DAL’s performance of any of its obligations under the Order is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
4.2.1 without limiting or affecting any other right or remedy available to it, DAL shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays DAL’s performance of any of its obligations;
4.2.2 DAL shall be entitled to charge additional fees in respect of any breaches the Client of clause 4.1 such fees to be notified to the Client as soon as reasonably practicable once determined;
4.2.3 Notwithstanding clause 8 below, DAL shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from DAL’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.4 the Client shall reimburse DAL on written demand for any costs or losses sustained or incurred by DAL arising directly or indirectly from the Client Default.
5.1 The Charges for the Services shall be calculated on a time (and materials if appropriate) basis and:
5.1.1 Unless stated in the Order then, subject to sub-clause 5.1.2, the Charges shall be calculated in accordance with DAL’s standard fee rates as set out in DAL’s Pricing Schedule or as otherwise as specifically agreed in writing between DAL and the Client;
5.1.2 Save as set out in clause 5.1.3 below DAL shall be entitled to charge a fee in respect of an Order that is cancelled within 1 clear Business Day (unless a longer period of cancellation is provided for in the Order). Such cancellation fee will be based on :-
188.8.131.52 if the Order relates to sign language interpretation then such charges will be based on the charging rates as provided for in the National Union of British Sign Language Interpreters); or
184.108.40.206 asset out in the Order that is the subject of a cancellation; or
220.127.116.11 in the event that neither sub-clauses 18.104.22.168 and 22.214.171.124 are applicable then such cancellation charge shall be in accordance with the terms of the Pricing Schedules applicable to such Order.
5.1.3 In the event that an Order relates to translation services then DAL shall be entitled to charge a fee in accordance with the applicable Pricing Schedule for all work completed prior to the cancellation of that Order
5.1.4 DAL shall be entitled to charge an additional fee in respect of any Non-Standard Instructions, such fees to be notified to the Client as soon as reasonably practicable; and
5.1.5 DAL shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom DAL engages in connection with the Services including traveling time, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by DAL for the performance of the Services, and for the cost of any materials.
5.2 DAL reserves the right to increase the Charges with immediate effect on to the Client. All Orders raised shall at the time of any changes to the Charges shall be charged for at the rate that was in force at the time the Order was raised.
5.3 DAL shall invoice the Client when confirming acceptance of the Order.
5.4 The Client shall pay each invoice submitted by DAL:
5.4.1 if the Client does not have a credit account open with DAL, immediately upon receipt; or
5.4.2 where the Client has a credit account open with DAL, within 5 Business Days of the date of the invoice; and
5.4.3 in each case, in full and in cleared funds to a bank account nominated in writing by DAL, and
time for payment shall be of the essence of the Order.
5.5 All amounts payable by the Client under the Order are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Order by DAL to the Client, the Client shall, on receipt of a valid VAT invoice from DAL, pay to DAL such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.6 If the Client fails to make the full payment due to DAL under the Order by the due date, then, without limiting DAL’s remedies under clause 10, then the Client shall pay :-
5.6.1 an administration charge to DLA of £40 plus in recognition of the additional administration required to collect the outstanding sum due; and
5.6.2 pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.7 Where the provisions of sub-clause 5.4.1 apply, if the Client fails to make payment due to DAL, DAL shall not be required to begin work on the Order until the invoice amount (and any accrued interest and/or additional charges or late payment fees) have been paid in full. In such instances, any deadline or estimated time for delivery of any work stipulated in the original Order shall cease to apply.
5.8 All amounts due under the Order 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).
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by DAL and as such materials may carry the following copyright notice as is appropriate: “Copyright logo” D A Languages Limited “year”.
6.2 DAL grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Order to copy and modify the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.
6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 In respect of Intellectual Property Rights in Deliverables that DAL intends to use solely for advertising purposes or any other form of promotional activity, DAL shall assign to the Client such Intellectual Property Rights which it may have subject to the fulfilment of an Order in accordance with clause 3.1 and the payment of all Charges payable in accordance with clause 5.
6.5 In respect of Deliverables that the Client intends to publish and sell to other third parties DAL shall grant to the Client or shall procure to grant to the Client of, a fully, paid-up, worldwide, non-exclusive licence to publish such Deliverables on a single occasion. DAL may assign Intellectual Property Rights in Deliverables the Client intends to publish and sell to other third parties subject to agreement and payment of any further additional fees in full,
6.6 The Client grants DAL a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to DAL for the term of the Order for the purpose of providing the Services to the Client.
6.7 The Client warrants that all Intellectual Property Rights in any Source Materials provided by the Client to DAL for the purpose of providing the Services to the Client shall (subject to any rights of any third party) be owned by the Client and equally the Client warrants that such Source Materials provided shall not infringe any Intellectual Property Rights of any third party.
6.8 The Client shall indemnify DAL from and against all liabilities, costs, expenses, damages and losses (including but not limited to 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 professional costs and expenses) suffered or incurred by DAL arising out of or in connection with any action, demand or claim arising from any Source Materials provided by the Client that infringe the Intellectual Property Rights of any third party.
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to DAL) 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 any Data Protection Legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and DAL is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
7.3 Without prejudice to the generality of clause 7.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data (as defined in the Data Protection Legislation) to DAL for the duration and purposes of the Order.
7.4 Without prejudice to the generality of clause 7.1, DAL shall, in relation to any Personal Data processed in connection with the performance by DAL of its obligations under the Order process such Personal Data in accordance with its Data Protection Policy as published on its website (and as amended from time to time): http://www.dalanguages.co.uk/GDPR/ .
7.5 The Client consents to DAL appointing a third-party processor of Personal Data under the Order. DAL confirms that it will enter with any third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7. As between the Client and DAL, DAL shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.
8.1 If at any time from the Commencement Date a Client employs or engages any party who is, or has been engaged as an employee, consultant or subcontractor of DAL and we have introduced that party to the Client (the “Introduction”) the Client shall pay to DAL an introduction fee of £8,500 plus VAT within 30 days of such direct engagement with that third party commencing .
8.2 within 3 Business Days of the Introduction being engaged directly by the Client the Client will inform in writing DAL of the terms of such engagement In the event that the Client does not forward such information to DAL within 5 Business Days of the Introduction being engaged directly by the Client the Client and DAL shall agree that that the sum of £8,500 plus Vat shall be deemed to be a reasonable expectation of the loss suffered by DAL as a result of the Introduction being engaged directly.
9.1 Nothing in the Order limits any liability which cannot legally be limited, including liability for:
9.1.1 death or personal injury caused by negligence; and
9.1.2 fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1, DAL’s total liability to the Client shall not exceed the Charges as set out in an Oder. DAL’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Order.
9.3 Subject to clause 9.2, DAL’s shall not be liable for any Loss that arises as a result of :-
9.3.1 a breach by the client of clause 4;
9.3.2 any reasonable interpretation of a matter to be translated, transcribed or interpreted as required by the Order ;
9.3.3 any loss in delivering the Services the subject of the Order that is created by a third party;
9.3.4 if Source Material contains errors or omissions prior to its delivery to DAL; or
9.3.5 any delay in delivering the Services the subject of the Order that is created by a third party.
9.4 This clause 9.4 sets out specific heads of excluded loss:
9.4.1 Subject to clause 9.1, the types of loss listed in clause 9.4.2 are wholly excluded by the parties.
9.4.2 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.
(g) Indirect or consequential loss.
9.5 DAL has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.6 This clause 9 shall survive termination of the Contract.
10.1 Without affecting any other right or remedy available to it, either party may terminate the Order by giving the other party three months’ written notice without any Charges accruing
10.2 Subject to clause 5.1.2 the Client may terminate an Order upon less than three months’ written notice, prior to the Deliverables being delivered, save that the Client shall be liable for Charges, calculated in accordance with the applicable Pricing Schedule, in relation to time and expenses accrued in performing the Order or the minimum charge rates, in addition to accrued expenses, whichever is the greater.
10.3 Without affecting any other right or remedy available to it, either party may terminate the Order with immediate effect by giving written notice to the other party if:
10.3.1 the other party commits a material breach of any term of the Order and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
10.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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;
10.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
10.3.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Order has been placed in jeopardy; or
10.3.5 in relation to a matter that is the subject of an interpretation if a party to the interpretation is not present within 30 minutes of the time agreed in the Specification and written notice of the termination has been sent to the other party.
10.4 Without affecting any other right or remedy available to it, DAL may terminate the Order with immediate effect by giving written notice to the Client if:
10.4.1 the Client fails to pay any amount due under the Order on the due date for payment; or.
10.4.2 there is a change of control of the Client.
10.5 Without affecting any other right or remedy available to it, DAL may suspend the supply of Services under the Order or any other contract between the Client and DAL if the Client fails to pay any amount due under the Order on the due date for payment, the Client becomes subject to any of the events listed in clause 10.3.2 to clause 10.3.4, or DAL reasonably believes that the Client is about to become subject to any of them.
11.1 On termination of the Order:
11.1.1 the Client shall immediately pay to DAL all of DAL’s outstanding unpaid invoices and charges in accordance with clause 5.6 and, in respect of Services supplied but for which no invoice has been submitted, DAL shall submit an invoice, which shall be payable by the Client immediately on receipt;
11.1.2 the Client shall return any Deliverables which have not been fully paid for. If the Client fails to do so, then DAL may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Order.
11.2 Termination or expiry of the Order shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Order which existed at or before the date of termination or expiry.
11.3 Any provision of the Order that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Order shall remain in full force and effect.
12.1 Force majeure. Neither party shall be in breach of the Order nor liable for delay in performing, or failure to perform, any of its obligations under the Order if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
12.2.1 DAL 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 Order.
12.2.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Order without the prior written consent of DAL.
12.3.1 Each party undertakes that it shall not at any time during the Order, and for a period of five years after termination of the Order or as agreed in writing by the Client and DLA whichever is the longer, , disclose to any person any confidential information concerning the business, affairs, clients, clients or suppliers of the other party, except as permitted by clause 12.3.2.
12.3.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Order. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Order.
12.4 Entire agreement.
12.4.1 The Order 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.
12.4.2 Each party acknowledges that in entering into the Order 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 Order. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Order.
12.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
12.5 Variation. Except as set out in these Conditions, no variation of the Order shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy under the Order 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 Order 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 Order or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of the Order is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Order.
12.8.1 Any notice given to a party under or in connection with the Order shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number, or sent by email to the address specified in the Order.
12.8.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting ;
(c) if sent by fax or [email], at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
12.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.9 Third party rights.
12.9.1 Unless it expressly states otherwise, the Order does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Order.
12.9.2 The rights of the parties to rescind or vary the Order are not subject to the consent of any other person.
12.10 Governing law. The Order, 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.
12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Order or its subject matter or formation.