This is the small print.

Terms & Conditions

1. INTERPRETATION

1.1.Definitions. In these Conditions, the following definitions apply:

“Authorised Individuals” those persons named by the Client in the Front Sheet who shall have authority to act on behalf of the Client and whose acts shall be binding on the Client.

“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“Charges” the charges payable by the Client for the supply of the Services in accordance with the Front Sheet and/or Services Schedule.

“Client Materials” any and all materials, including without limitation, any text, images, brand names or logos, copy material for uploading to a website, and content of emails supplied by the Client to Gendall in connection with the Services.

“Conditions” these terms and conditions including the Front Sheet, Services Schedule and all other Schedules and annexes as amended from time to time in accordance with clause 16.9.

“Contract” the contract between Gendall and the Client for the supply of Services in accordance with these Conditions.

“Due Date” has the meaning set out in clause 6.4.

“Effective Date” the date the Client and Gendall enter into this Contract which is the date under the Client’s signature on the Front Sheet.

“End Date” the date, set out in the Front Sheet, by which Gendall estimates it will deliver the Services.

“Front Sheet” the sheet preceding these Conditions which sets out the parties to this Contract, the Charges and the Services being delivered under this Contract.

“Gendall’s Materials” has the meaning set out in clause 4.1.9.

“Initial Term” has the meaning given in the Front Sheet.

“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress and get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral 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.

“Notice Period” has the meaning set out in clause 12.3.

“Privacy and Data Protection Requirements (PDPR)” the Data Protection Act 1998 (the DPA), the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (as amended) and General Data Protection Regulation (GDPR) and all applicable laws and regulations relating to the processing of the personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other national data protection authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

“Services” the services supplied by Gendall to the Client as set out in the Front Sheet and/or the Services Schedule to this Contract.

“Schedule” any schedule to this Contract.

“Services Schedule” the schedule to this Contract at Schedule A which sets out details of the Services to be supplied by Gendall to the Client.

“Services IP” the Intellectual Property Rights in or arising out of or in connection with the Services.

“Start Date” the date, set out in the Front Sheet, on which Gendall will begin to supply the Services to the Client.

1.2 Construction.

In these Conditions, the following rules apply:

2.1. clause, schedule and paragraph headings shall not affect the interpretation of this agreement;

2.2. references to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule of this agreement;

2.3. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

2.4. a reference to a party includes its personal representatives, successors or permitted assigns;

2.5. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

2.6. any phrase introduced by the terms including, include, in particular, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

2.7. a reference to writing or written includes emails but not fax.

2. BASIS OF CONTRACT

2.1. Any samples, drawings, descriptive matter or advertising issued by Gendall, and any descriptions or illustrations contained in Gendall’s catalogues or brochures or website, 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 Contract or have any contractual force.

2.2. These Conditions apply to the Contract 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.

2.3. Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

2.4. In the event of a discrepancy between the terms set out in these Conditions, the Schedules to this Contract and the Front Sheet, the terms of the Services Schedule shall prevail.

3. SUPPLY OF SERVICES

3.1. Gendall shall supply the Services to the Client from the Start Date for the duration of the Initial Term in accordance with the Front Sheet, the Services Schedule and all other Schedules and/or annexes to this Contract in all material respects.

3.2. This Contract governs the overall relationship of the parties in relation to the Services.

3.3. The parties acknowledge that services can be requested on an ad hoc basis from time to time and that these Services, subject to agreement, will be governed by this Contract.

3.4. Gendall shall use all reasonable endeavours to meet any performance dates specified in the Front Sheet, the Services Schedule and all other Schedules, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.5. Gendall shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.

3.6. Gendall warrant to the Client that the Services will be provided using reasonable care and skill.

3.7. Gendall will not submit materials to third parties where that material is in breach of their Acceptable Use Policy (or similar).

3.8. Any work delivered to the Client arising from the Services in accordance with this Contract is designed and developed for the supply of a non editable print and/or web ready file only. For the avoidance of doubt, any request for master and/or source files, or any other form of file (or duplicate), will incur additional costs. Gendall reserve the right to charge the Client for the time required to deliver any requested master and/or source files to the Client.

3.9. Gendalll archive all work delivered to the Client in accordance with this Contract on completion of the Services. If the Client requires a copy of its file once the Services have been completed, Gendall reserve the right to charge the Client for requesting the file from archive and transferring it to the Client.

3.10. Gendall endeavour to store copies of all files created as a result of the Services, but once the Services are complete and Gendall have supplied the same to the Client Gendall are not responsible for any loss of work relating to the Services that has been delivered to the Client.

4. CLIENT OBLIGATIONS

4.1. The Client warrants that:

4.1.1. it has ensured, before entering into this Contract, that the descriptions of the Services in the Front Sheet, Services Schedule and all other Schedules are complete and accurate;

4.1.2. it will co-operate with Gendall in all matters relating to the Services;

4.1.3. it will provide Gendall, Gendall’s employees, agents, consultants and subcontractors, with access to its premises, office accommodation and other facilities as reasonably required by Gendall;

4.1.4. it will provide Gendall with such information and materials as Gendall may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

4.1.5. it will provide Gendall with names and contact details of Authorised Individuals within the Client’s organisation from whom Gendall may take instruction in relation to any aspect of the Services.

4.1.6. it will obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start, including without limitation, those required in respect of the Client Materials;

4.1.7. it will ensure its network and systems comply with the relevant specifications provided by Gendall from time to time;

4.1.8. it will be solely responsible for procuring and maintaining its network connections and telecommunications links and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet;

4.1.9. it will keep and maintain all materials, equipment, documents and other property of Gendall’s (“Gendall’s Materials”) at its premises in safe custody at the Client’s own risk, maintain Gendall’s Materials in good condition until returned to Gendall, and not dispose of or use Gendall’s Materials other than in accordance with Gendall’s written instructions or authorisation;

4.1.10. it will ensure that the Client Materials:

(a) do not infringe any local, national or international applicable laws or regulations;

(b) do not infringe third party rights or breach third party hosting provider terms as amended from time to time;

(c) are not unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect;

(d) do not harm or attempt to harm minors in any way;

(e) are not: defamatory of any person; obscene, indecent, pornographic, seditious, offensive, hateful or inflammatory; sexually explicit; promoting violent; discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age; an infringement of any copyright, database right, trade mark or other Intellectual Property Rights of any other person; likely to deceive any person; made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promoting any illegal activity; threatening, abusive or invading another’s privacy, or causing annoyance, inconvenience or needless anxiety; likely to harass, upset, embarrass, alarm or annoy any other person; impersonating any person, or misrepresenting your identity or affiliation with any person; or advocating, promoting or assisting any unlawful act such as (by way of example only) copyright infringement or computer misuse;

4.1.11. the Client will ensure the Client Materials will not be used:

(a) to transmit, or procure the sending of, or comprise any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

(b) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

4.1.12. Where any of the Client Materials provided by the Client are in breach of clause 4.1.10 and/or clause 4.1.11, the Client hereby indemnifies Gendall for any and all losses accounting as a result of that breach; and

4.1.13. the Client will maintain back-ups of the Client Materials.

4.2. If Gendall’s performance of any of its obligations under the Contract 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. Gendall shall, without limiting its other rights or remedies, 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 Gendall from the performance of any of its obligations to the extent the Client Default prevents or delays Gendall’s performance of any of its obligations;

4.2.2. Gendall shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Gendall’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3. the Client shall reimburse Gendall on written demand for any costs or losses sustained or incurred by Gendall arising directly or indirectly from the Client Default including, without limit, as detailed in clause 6.3.

5. CHANGE CONTROL

5.1. The Front Sheet, Services Schedule and/or all other Schedules to this Contract may be amended at any time by either party provided that both parties agree to the changes.

5.2. Gendall may issue the Client with further Front Sheets, Services Schedules and/or revised Schedules during the Initial Term. A Front Sheet, Services Schedule and/or any other Schedule accepted by the Client will form part of the Contract.

5.3. Gendall reserves the right to change the Charges if necessary due to changes to an existing Front Sheet and/or Service Schedule (and/or any other Schedules) or acceptance of a new Front Sheet and/or Services Schedule (and/or any other Schedules) by either party. The Client will be notified of the changes in writing before any changes are implemented. If the Client gives any instruction to Gendall to proceed then the revised Charges shall bind the Client and form part of this Contract.

5.4. If either party refuses to accept a change to the Front Sheet, Services Schedule and/or any other Schedules or to any change in the Charges as a result of a proposed change, this Contract shall continue on the terms agreed unless terminated in accordance with clause 12.

6. CHARGES AND PAYMENT

6.1. The Charges for the Services are detailed in the Front Sheet and/or the Services Schedule.

6.2. In addition to the Charges referred to in the Front Sheet and/or Services Schedule Gendall shall be entitled to charge the Client for any expenses reasonably incurred by Gendall or the individuals whom Gendall engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Gendall for the performance of the Services, and for the cost of any materials.

6.3. Gendall reserves the right to increase its Charges. Gendall will give the Client written notice of any such increase [2] months before the proposed date of the increase. If such increase is not acceptable to the Client, the Client shall notify Gendall in writing [within 4 weeks] of the date of Gendall’s notice and Gendall shall have the right without limiting its other rights or remedies to terminate the Contract by giving [4 weeks’ written notice to the Client]. Gendall shall invoice the Client in accordance with the Services Schedule.

6.4. The Client shall pay each invoice submitted by Gendall in full and in cleared funds to the bank account nominated by Gendall in the Front Sheet within 30 days of the date of the invoice.

6.5. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Gendall to the Client, the Client shall, on receipt of a valid VAT invoice from Gendall, pay to Gendall 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.

6.6. Without limiting any other right or remedy Gendall may have, if the Client fails to make any payment due to Gendall under the Contract by the Due Date for payment, then the Client shall pay interest on the overdue amount at the rate of 8% per cent per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

6.7. The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Gendall may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Gendall to the Client.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All Services IP shall be owned by Gendall or Gendall’s licensees.

7.2. All Services IP shall continue to be owned by Gendall upon full payment of the Charges for the Services from the Client to Gendall and upon termination of this Contract. If the Client would like the rights in the Services IP to be assigned to it this would need to be discussed with Gendall and a separate agreement would need to be entered into between the Client and Gendall.

7.3. The Client acknowledges that, in respect of any third party Intellectual Property Rights, its use of any such Intellectual Property Rights is conditional on Gendall obtaining a written licence from the relevant licensor on such terms as will entitle Gendall to license such rights to the Client.

7.4. If during the Term of this Contract or once the Contract is terminated, the Client requires further copies of the Services IP to be sent to it, Gendall may request a fee from the Client to cover its administration costs of retrieving any of the Services IP from its archives.

7.5. All Gendall’s Materials are the exclusive property of Gendall or are licensed to Gendall. The Client will be responsible for paying any third party licence fees.

7.6. The Client warrants that it owns all Intellectual Property Rights in the Client Materials or is licensed to use the Client Materials on terms which entitle the Client to pass the same to Gendall in connection with the Services and which entitle Gendall to use the same in the provision of the Services and as otherwise permitted in this Contract.

7.7. The Client hereby grants Gendall a licence to use the Client Materials for the purpose of providing the Services and as otherwise set out in this Contract, including without limitation, as set out in clause 7.8 of these Conditions. The Client warrants that it has the power and authority to grant the licence in this clause 7.7.

7.8. The Client warrants that the Client Materials will comply with the standards set out in clauses 4.1.10 and 4.1.11.

7.9. The Client acknowledges and agrees that Gendall may make unlimited use of the Client Materials to promote, market and advertise Gendall’s Services and that Gendall may include its name and contact details on materials (including, without limitation, websites or printed matter) bearing the same. Further, the Client acknowledges and agrees that it may actively promote or publicise the fact that it is or has been providing the Services to the Client.

7.10. The Client acknowledges that nothing in these Conditions places any restrictions on Gendall’s future ability to use Gendall’s Materials for any purpose.

7.11. Both parties shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that is necessary or desirable to perfect Gendall’s right, title and interest in Gendall’s Materials.

7.12. The Client acknowledges that Gendall asserts its moral rights under the Copyright Designs and Patents Act 1988.

8. DATA PROTECTION AND DATA PROCESSING

8.1. Gendall will comply with its Privacy Policy for the Initial Term, but where there is conflict between the Privacy Policy and these Conditions, these Conditions shall prevail. If the Privacy Policy or these Conditions do not comply with the PDPR then Gendall reserve the right to comply with the PDPR and shall not be in breach of these Conditions for doing so.

9. CONFIDENTIALITY

9.1. A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.

9.2. The Client warrants that it will keep confidential any and all user names and/or passwords that Gendall may supply to the Client or that Gendall use in connection with the Services. The Client acknowledges and agrees that it is responsible for activity undertaken by anyone using such user names and/or passwords and shall indemnify Gendall in respect of any and all losses, damages, expenses or claims which may arise from the same.

10. THIRD-PARTY PROVIDERS

10.1. The Client acknowledges that third parties provide information as part of the Services and Gendall also work with third parties to provide the Services to the Client.

10.2. Gendall cannot and does not warrant that any third party information which has been provided as part of the Services:

10.2.1. is accurate and/or complete;

10.2.2. is provided in compliance with the relevant third party terms.

10.3. When Gendall work with third parties who charge additional fees, these fees will be passed on to the Client, and Gendall will notify the Client of these charges.

10.4. If Gendall incur costs sourcing third-party providers Gendall will pass this cost onto the Client.

11.LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1. Nothing in these Conditions shall limit or exclude Gendall’s liability for:

11.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.1.2. fraud or fraudulent misrepresentation;

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

11.1.4. anything else which it would be unlawful for the parties to attempt to exclude liability.

11.2. Subject to clause 11.1:

11.2.1. Gendall shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of data, loss of goodwill or reputation or any indirect or consequential loss arising under or in connection with the Contract; and

11.2.2. Gendall’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid to Gendall by the Client in connection with the Services directly giving rise to such liability.

11.3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statue or common law are to the fullest extent permitted by law, excluded from the Contract.

11.4. This clause 11 shall survive termination of the Contract.

12. TERM AND TERMINATION

12.1. This Contract shall, unless otherwise terminated as provided in this clause 12, become binding on the parties on the Effective Date. Each of the parties’ obligations under the Contract shall commence on the Start Date continue for the Initial Term.

12.2. Both parties are obliged to review these Conditions and enter into negotiations for the terms of a new Contract three months before the Initial Term is due to come to an end.

12.3. Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party written notice of termination of no less than 1 month (“Notice Period”). Where notice to terminate is served during the Initial Term, the Notice Period shall run so that it ends at the end of the Initial Term.

12.4. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

12.4.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

12.4.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

12.4.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

12.4.4. 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 that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

12.4.5. the other party (being an individual) is the subject of a bankruptcy petition or order;

12.4.6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

12.4.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

12.4.8. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

12.4.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

12.4.10. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.4.2 to clause 12.4.9 (inclusive);

12.4.11. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

12.4.12. the other party’s financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or

12.4.13. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

12.5. Without limiting its other rights or remedies, Gendall may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the Due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.

12.6. Without limiting its other rights or remedies, Gendall may terminate the Contract with immediate effect by giving written notice to the Client where the relationship has become unworkable due to instructions received from the Client that are in contradiction of Gendall’s ethical policies or regulatory guidance.

12.7. Without limiting Gendall’s other rights or remedies, Gendall may suspend provision of the Services under the Contract or any other contract between Gendall and the Client if the Client becomes subject to any of the events listed in clause 12.4.2 to clause 12.4.13, or Gendall reasonably believe that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

13. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

13.1. the Client shall immediately pay to Gendall all of Gendall’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Gendall shall submit an invoice, which shall be payable by the Client immediately on receipt;

13.2. the Client shall return all of Gendall’s Materials which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for the safe keeping of Gendall’s Materials and will not use them for any purpose not connected with this Contract;

13.3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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;

13.4. clauses which expressly or by implication survive termination shall continue in full force and effect; and

13.5. unless otherwise specified, any licences granted by Gendall to the Client shall terminate with immediate effect. Gendall may be prepared to reinstate some or all such licences in exchange for a licence fee and on terms to be agreed.

14. FORCE MAJEURE

14.1. For the purposes of this Contract, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

14.2. Gendall shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

14.3. If the Force Majeure Event prevents Gendall from providing any of the Services for more than 4 weeks, Gendall shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving the Client written notice.

15. GENERAL

15.1. Assignment and other dealings

15.1.1. Gendall may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

15.1.2. The Client shall not, without Gendall’s prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

16. NOTICES

16.1. Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

16.1.1. delivered by hand or by prepaid first-class post or other next working day delivery service at the address detailed on the Front Sheet unless otherwise instructed in writing; or

16.1.2. emailed to the email address on the Front Sheet, unless otherwise instructed in writing.

16.2. Any notice or communication shall be deemed to have been received:

16.2.1.i f delivered by hand, on signature of a delivery receipt or at the time the notice is left at the party’s address;

16.2.2. if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

16.2.3.if sent by email, at the time the email is sent.

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

16.4. Severance

16.4.1. 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 shall not affect the validity and enforceability of the rest of the Contract.

16.4.2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.5. Waiver A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.6. 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, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

16.7. Third parties A person who is not a party to the Contract shall not have any rights to enforce its terms.

16.8. Entire agreement. 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.

16.9. Variation Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Gendall.

16.10. Governing law This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

16.11. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).