Standard Business to Business Service Terms

First Edition

 

  1. Interpretation
    1. In these Standard Terms, the following definitions shall apply:
      1. Applicable Laws”  means all applicable laws, statutes, regulations and codes from time to time in force.
      2. Applicable Data Protection Laws” means:
        1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
        2. To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
      3. Bespoke Terms” means terms agreed between the Parties other than these Standard Terms which incorporate these Standard Terms.
      4. Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      5. Business Hours” means the period of 9am to 5pm on any Business Day.
      6. Change Order” has the meaning given in Term 9.1.
      7. Charges” means the sums payable for the Services.
      8. Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
      9. Deliverables” means any output of the Services to be provided by Party A to Party B as specified in the Proposal of Work and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services.
      10. EU GDPR” means the General Data Protection Regulation ((EU) 2016/679) as it has effect in EU law.
      11. Intellectual Property Rights” means any 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.
      12. Party B Material” means all documents, information, items and materials in any form, whether owned by Party B or a third party, which are provided by Party B to Party A in connection with the Services, including the items provided pursuant to Term 8.3. The phrases Customer Material and Client Material shall be read in the same way.
      13. Proposal of Work” means a document provided by Party A to Party B setting out the Services that Party A proposes to provide along with any timeline and milestones to which the Services shall be delivered.
      14. Purpose” means the carrying out of the Services under the Bespoke Terms.
      15. Representatives” means, in relation to each party and any member of its Group:
        1. its officers and employees that need to know the Confidential Information for the Purpose;
        2. its professional advisers or consultants who are engaged to advise that party and/or any member of its Group in connection with the Purpose;
        3. its contractors and sub-contractors engaged by that party and/or any member of its Group in connection with the Purpose; and
        4. any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose.
      16. Services” the Services as set out in the Proposal of Work.
      17. Shared Personal Data” means the personal data to be shared between the parties under the Contract.
      18. Special Terms” mean the Organisation of Small Business Lawyers Special Business to Business Service Terms.
      19. Standard Terms” means the Organisation of Small Business Lawyers Standard Business to Business Service Terms.
      20. UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
      21. VAT” means value added tax or any equivalent tax chargeable in the UK or elsewhere.
    2. Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms or the Bespoke Terms.
    3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    4. Any Schedules form part of the Contract between the Parties and shall have effect as if set out in full in the body of the said Contract. Any reference to the Contract includes the Schedules.
    5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    8. The Contract shall be binding on, and enure to the benefit of, the parties to this Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
    9. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
    10. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
    11. A reference to writing or written includes email but not fax.
    12. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
    13. A reference to these Terms or this Contract or to any other agreement or document referred to in this Contract is a reference to this Contract or such other agreement or document, in each case as varied from time to time.
    14. References to clauses and Schedules are to the clauses and Schedules of the Bespoke Terms, references to Terms are references to the terms of these Standard Terms and references to paragraphs are to paragraphs of the relevant Schedule.
    15. 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.
  2. Relationship to Bespoke Terms
    1. These Terms are created to supplement the Bespoke Terms entered into by small businesses and ensure that such businesses can have the benefit of necessary legal terms while making it easier for them to identify the key commercial terms under which their business operates.
    2. For this reason, any Bespoke Terms included in a contract incorporating these Standard Terms shall take precedence over these Standard Terms to the extent that they converge from one another.
  3. Nomination of Party A and Party B
    1. These Terms recognise that parties often wish to assign different levels of rights and obligations to one another. As a result, these Standard Terms specify rights and obligations of varying strengths to a Party A and a Party B and any company incorporating these Standard Terms into their contracts should specify which Party is to have the rights of Party A and which is to have the rights of Party B.
  4. Relationship to Special Terms
    1. The Special Terms provide for common variations to the Standard Terms and may be incorporated into a contract by reference.
    2. Where there is conflict between the Special Terms and the Standard Terms, the Special Terms take precedence over the Standard Terms but not the Bespoke Terms.
  5. Offer and Acceptance
    1. Party B shall, upon receiving a Proposal of Work from Party A, make an offer to enter into the Contract.
    2. Party A may, upon receiving the offer from Party B, accept the offer by communicating the acceptance either in writing, orally, or by commencing work on delivering the Proposal of Work.
  6. Commencement and Term
    1. Unless agreed otherwise by the Bespoke Terms, the Contract shall commence on the date the offer has been accepted pursuant to Term 5.2.
    2. Unless agreed otherwise by the Bespoke Terms, the Contract shall continue until Party A provides one month’s notice to Party B.
  7. Party A’s Responsibilities and Warranties
    1. Party A warrants that it has the power and authority to enter into the Contract and other related contractual documents to which it is a party. Party A further warrants that the Contract and related contractual documents constitute (or will constitute when executed) valid, legal and binding obligations on Party A in the terms of those contractual documents.
    2. Party A shall use commercially reasonable endeavours to complete its responsibilities under the Contract.
    3. Party A shall use commercially reasonable endeavours to meet any performance dates under the Contract but any such dates shall be estimates only and time for performance by Party A shall not be of the essence of the Contract.
  8. Party B’s Responsibilities
    1. Party B warrants that it has the power and authority to enter into the Contract and other related contractual documents to which it is a party. Party B further warrants that the Contract and related contractual documents constitute (or will constitute when executed) valid, legal and binding obligations on Party B in the terms of those contractual documents.
    2. Party B shall co-operate with Party A in all matters relating to the Contract.
    3. Party B shall provide to Party A in a timely manner all documents, information, items and materials in any form (whether owned by Party B or a third party) reasonably required by Party A in connection with the Contract and ensure they are accurate and complete. Time will be of the essence in relation to this obligation.
    4. Party B shall, immediately prior to Commencement of the Contract and at all times throughout the contract, obtain and maintain all necessary licenses and consents and comply with all relevant legislation as required to enable Party A to carry out its obligations under the Contract.
    5. If Party A’s performance of its obligations under the Contract is prevented or delayed by any act or omission of Party B, its agents, subcontractors, consultants or employees, then without prejudice to any other right or remedy it may have, Party A shall be allowed an extension of time to perform its obligations equal to the delay caused by Company B.
    6. Party B warrants that compliance with the terms of the Contract or related contractual documents to which Party B is a party shall not breach or constitute a default under:
      1. any agreement or instrument to which Party B is a party or by which Party B is bound; or
      2. any law, regulation, order, judgment, decree or other restriction applicable to Party B in any relevant jurisdiction;
  9. Change Control
    1. Either Party may propose changes to the scope or execution of the Proposal of Work but no proposed changes shall come into effect until a Change Order has been signed by both Parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
      1. The Proposal of Work;
      2. Party A’s existing charges;
      3. The timetable for the Contract; and
      4. Any terms of the Contract.
    2. If Party A wishes to make a change to the Proposal of Work it shall provide a draft Change Order to Party B.
    3. If Party B wishes to make a change to the Proposal of Work:
      1. It shall notify Party A and provide as much detail as Party A reasonably requires of the proposed changes, including the timing of the proposed changes; and
      2. Party A shall, as soon as reasonably practicable after receiving the information, provide a draft Change Order to Party B.
    4. If the Parties agree to a Change Order, they shall sign it and that Change Order shall amend this Contract.
    5. Party A may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by Party B at a reasonable rate and on a time and materials basis.
  10. Charges and Payment
    1. In consideration of the provision of Services by Party A, Party B shall pay the Charges.
    2. Except where agreed otherwise in the Bespoke Terms, the trigger for payment of the Charges shall be the issuance of an Invoice by Party A to Party B.
    3. Except where agreed otherwise in the Bespoke Terms or stated otherwise in the Invoice, Party B shall pay the Invoice by 4pm on the day 14 days after the issuance of the Invoice.
    4. Party A shall be entitled to charge Party B for reasonable Expenses in the carrying out of its obligations under the Contract.
    5. Party A shall be entitled to change the Charges upon 30 days’ notice to Party B.
    6. If Party B does not pay an Invoice by the date it is due, Party A shall be entitled to charge interest at 8% above the Bank of England Base Rate. Interest under this Term shall accrue each day until payment of the overdue sum, whether before or after judgment.
    7. If Party B does not pay an Invoice by the date it is due, Party A may suspend performance of its obligations under this Contract until payment has been made in full.
    8. All sums payable to Party A under this Contract are exclusive of VAT, which shall be added to the Invoice at the required rate.
    9. All sums payable to Party A under this 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).
  11. Intellectual Property Rights
    1. Except as set out in this Term 11 or in the Bespoke Terms, there shall be no change in the ownership of any Intellectual Property.
    2. With regards to the Deliverables, Party A shall retain ownership of all Intellectual Property Rights in the Deliverables.
    3. Nothing in Term 11.2 shall be interpreted to mean that a change of ownership of Intellectual Property Rights from Party B to Party A shall occur if Party B owned the Intellectual Property Rights to an aspect, part or module of the Deliverables before entering into this Contract. Such material shall be referred to as Party B Material.
    4. Party B grants to Party A, or shall procure the direct grant to Party A, of a fully paid up, worldwide, non-exclusive, royalty free licence during the term of this Contract to copy and modify the Party B Material for the purposes of providing the Deliverables to Party B and associated purposes. Party A may sub-license the rights granted in Term 11.3 to its Affiliates and to third parties for the same purposes.
    5. Upon payment of all of the Charges, Party A shall transfer the Intellectual Property in the Deliverables to Party B. Party B grants a fully paid up, worldwide, non-exclusive, royalty free perpetual and irrevocable licence to Party A to copy, modify, advertise and otherwise use the Deliverables for any purposes that Party A sees fit.
    6. Unless agreed in the Bespoke Terms, Party A makes no warranty with regards to the use of the Deliverables in relation to Intellectual Property Rights.
    7. Party B:
      1. warrants that the receipt and use of the Party B Material in the performance of this Contract by Party A, its agents, subcontractors, employees, or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.
      2. shall indemnify Party A in full 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 professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against Party A, its agents, subcontractors, employees or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Contract of the Party B Material.
  12. Compliance with Laws
    1. In performing its obligations under this Contract, Party A shall comply with the Applicable Laws.
    2. Changes to the Proposal of Work required as a result of changes to the Applicable Laws shall be agreed via the Change Control procedure set out in Term 9 (Change Control).
  13. Data Protection
    1. Each Party shall comply with all the obligations imposed on a controller by the Applicable Data Protection Laws, including the following:
      1. To ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Data Protection Representative for the Purpose;
      2. To process the Shared Personal Data only for the Purpose;
      3. Not to disclose or allow access to the Shared Personal Data to anyone other than the Representatives; and
      4. To ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of any of the Shared Personal Data and against accidental loss or destruction of, or damage to, any of the Shared Personal Data.
    2. Each party shall assist the other in complying with all applicable requirements of the Applicable Data Protection Laws in relation to the Shared Personal Data. In particular, each party shall:
      1. assist the other party, at the cost of the other party, in ensuring compliance with its obligations under the Applicable Data Protection Laws with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
      2. notify the other party without undue delay on becoming aware of any breach of the Applicable Data Protection Laws;
      3. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and
      4. maintain complete and accurate records and information to demonstrate its compliance with this Term 13.2.
  14. Confidentiality
    1. Each Party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party (or any member of the group of companies to which the other Party belongs), except as permitted by Term 14.3.
    2. Except where agreed otherwise in the Bespoke Terms, the confidentiality period shall be the term of the Contract plus 5 years.
    3. Each Party may disclose the other Party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors 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 Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this Term 14. The receiving Party shall at its own cost provide reasonable assistance, including but not limited to, bringing injunctive action to protect the disclosing Party’s confidential information if it is imperilled, or could be imperilled, as a result of a breach of this Term 14.3.1; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    4. 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 Contract.
  15. Limitation of Liability
    1. Where a limit has been placed on Party A’s liability under the Bespoke Terms, the limits and exclusions in this Term 15 reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
    2. References to liability in this Term 15 include every kind of liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    3. Nothing in this this Term 15 shall limit Party B’s payment obligations under this Contract.
    4. Nothing in this Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    5. Party A’s liability under the Contract shall be limited to the higher of the amount specified in the Bespoke Terms or 150% of the price of the Contract.
    6. Subject to Term 15.3 (No limitation on Party B’s payment obligations) and Term 15.4 (Liabilities which cannot legally be limited), this Term 15.6 specifies the types of losses that are excluded:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill; and
      7. indirect or consequential loss.
    7. Party B has given commitments as to compliance of the Services with relevant specifications in Term 7 (Party A's responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.
  16. Termination
    1. Without affecting any other right or remedy available to it, Party A may terminate this Contract with immediate effect by giving notice to Party B if:
      1. Party B commits a material breach of any term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      2. Party B repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
      3. Party B suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
      4. Party B commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
      5. Party B applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Party B (being a company);
      7. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over Party B (being a company, partnership or limited liability partnership);
      8. the holder of a qualifying floating charge over the assets of Party B (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of Party B;
      10. a creditor or encumbrancer of Party B attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
      11. any event occurs, or proceeding is taken, with respect to Party B in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Term 16.1.3 to Term 16.1.10 (inclusive);
      12. Party B suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
      13. Party B's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.
    2. For the purposes of Term 16.1.1 material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this Contract over the term of this Contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
    3. Without affecting any other right or remedy available to it, Party A may terminate this Contract with immediate effect by giving written notice to Party B if:
      1. Party B fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment; or
      2. there is a change of Control of the Customer.
  17. Obligations on Termination and Survival
    1. On termination or expiry of this Contract:
      1. Party B shall immediately pay to Party A all of Party A’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Party A may submit an invoice, which shall be payable immediately on receipt;
      2. Party B shall, within a reasonable time, return all items, including intangible items, belonging to Party A. If Party B fails to do so, then Party A may enter Party B’s premises and take possession of such items. Until they have been returned or repossessed, Party B shall be solely responsible for their safe keeping; and
      3. Party A shall on request return any of the Party B Material not used up in the provision of the Services.
    2. On termination or expiry of this Contract, the following Terms shall continue in force: Term 1 (Interpretation), Term 11 (Intellectual property rights), Term 14 (Confidentiality), Term 15 (Limitation of liability), Term 17 (Obligations on Termination and Survival), Term 21 (Waiver), Term 23 (Severance), Term 25 (Conflict), Term 30 (Governing law) and Term 31 (Jurisdiction).
    3. Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
  18. Force Majeure
    1. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
      1. acts of God, flood, drought, earthquake or other natural disaster;
      2. epidemic or pandemic;
      3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
      4. nuclear, chemical or biological contamination or sonic boom;
      5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
      6. collapse of buildings, fire, explosion or accident;
      7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
      8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
      9. interruption or failure of utility service.
    2. Provided it has complied with Term 18.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
    4. The Affected Party shall:
      1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
      2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    5. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 12 weeks, the party not affected by the Force Majeure Event may terminate this Contract by giving 4 weeks' written notice to the Affected Party.
  19. Assignment and other dealings
    1. This Contract is personal to Party B and 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 this Contract.
    2. Party A may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
  20. Variation
    1. Subject to Term 9 (Change control), no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  21. Waiver
    1. A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A failure or delay by a party to exercise any right or remedy provided under this 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 this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    3. A party that waives a right or remedy provided under this Contract or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
  22. Rights and remedies
    1. The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
  23. Severance
    1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
    2. If any provision or part-provision of this Contract is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  24. Entire agreement
    1. This 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.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
  25. No partnership or agency
    1. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  26. Third party rights
    1. Unless the Bespoke Terms indicate otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
    2. The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.
  27. Notices and Responsible Persons
    1. Any notice given to a party under or in connection with this Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case)
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
      3. if sent by 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 Term 28.2.3, Business Hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    4. Each Party shall indicate to the other Party who has authority for entering into the Contract on its behalf and for providing instructions to the other Party under the Contract. This person shall be referred to as the Project Manager.
    5. If Party B does not provide an indication of the Project Manager to Party A, Party A shall be entitled to treat any person providing to it as having the authority of the Project Manager for Party B.
  28. Counterparts
    1. This Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.
    2. Transmission of the executed signature page of a counterpart of this Contract by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this Contract. If either method of transmission is adopted, without prejudice to the validity of the Contract thus made, each party shall on request provide the other with the "wet-ink" hard copy originals of their counterpart.
    3. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
  29. Independent Contractor
    1. The relationship between Party A and Party B will be that of an independent contractor and customer. Nothing in this Contract shall render any employee of Party A as an employee, worker, agent or partner of Party B and neither Party A nor any of its employees shall not hold themselves out as such.
    2. Party B acknowledges that the following are true:
      1. Party A has obtained this Contract through a competitive process and Party B was under no obligation to provide work to Party A when it instructed Party A to perform the Services.
      2. Party A is not under any direct instruction by Party B and is trusted by Party B to make its own judgments and professional expertise about how the Services are to be delivered.
      3. Party A is responsible for paying its own insurance and tax.
      4. Party B is not entitled to expect any particular person to personally carry out Party A’s obligations under the Contract and Party A is entitled to substitute which of its employees and workers delivers the Services from time to time.
  30. Governing law
    1. This 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.
  31. Jurisdiction
    1. 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 this Contract or its subject matter or formation.

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