THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (LIMITATION OF LIABILITY).
1.1 The Following Definitions and Rules of Interpretation Apply in These Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for hire of the Equipment in accordance with clause 4 (Charges and payment).
Commencement Date: the date that the Customer takes Delivery of the Equipment.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.5.
Contract: the contract between Vis-a-vis Video and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation
Customer: the person or firm who hires Equipment from Vis-A-Vis Video.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Delivery: the transfer of physical possession of the Equipment to the Customer.
Deposit: the non-refundable deposit payable by the Customer upon acceptance of the Order, in such amount as is set out in the Order.
Equipment: the items of equipment listed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Order: the Customer's order for the hire of Equipment as set out in the Customer's purchase order form, the Customer's written acceptance of a quotation by Vis-A-Vis Video as the case may be.
Rental Period: the period of hire as set out in Order.
Site: the location(s) specified in the Order.
Services: the services, including the Deliverables, supplied by Vis-a-vis Video to the Customer as set out in the Specification.
Total Loss: the Equipment is, in Vis-A-Vis Video's reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Vis-a-vis Video: Vis-a-Vis Video Limited registered in England and Wales with company number 05136969.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
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 email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to hire the Equipment in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Vis-A-Vis Video issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Vis-A-Vis Video, and any descriptions or illustrations contained in Vis-A-Vis Video's catalogues or brochures, 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.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Vis-A-Vis Video shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. RENTAL PERIOD
3.1 The Rental Period shall commence when the Customer takes possession of the Equipment and subject to clause 10 shall terminate at the end of the agreed hire period as specified in the Order or when the Equipment is returned, whichever is the later.
3.2 It is the responsibility of the Customer to obtain such receipt for the return of Equipment, which will represent sole evidence of the return of Equipment to Vis-A- Vis Video.
3.3 The Rental Period will be deemed to continue until such time as any damaged Equipment is repaired, or any Equipment that is lost or stolen, or damaged beyond repair is replaced.
3.4 Equipment returned late will be charged at the single agreed daily rate for each 24 hours or part thereof, irrespective of any reduction or discount agreed on the Order.
4. CHARGES AND DEPOSIT
4.1 The Customer shall pay the Charges to Vis-A-Vis Video in accordance with the terms of the Order. The Order shall be paid in sterling (GBP) unless otherwise agreed in writing. The Customer shall be responsible for any and all levies, bank charges, or other costs arising out of or in respect of the Customer’s payment of the Services.
4.2 The Deposit shall be paid to Vis-A-Vis Video prior to delivery of the Equipment and shall be deducted from the final Charges payable at the end of the Rental Period. The balance of the Charges shall be invoiced to the Customer following the return of the Equipment and payable within 30 days of receipt by the Customer or in accordance with any payment schedule as agreed between the parties in writing
4.3 The Charges are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
4.4 All amounts due under this agreement 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).
4.5 If the Customer fails to make a payment due to Vis-à-vis Video under this agreement by the due date, then, without limiting Vis-à-vis Video’s remedies under clause 10,
the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
4.6 Interest under this clause 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%.
5.1 If notice of cancellation or curtailment is received by Vis-A-Vis Video less than 7 calendar days prior to the Commencement Date, all Charges shall be payable by the Customer and the Deposit retained by Vis-A-Vis Video. If notice of cancellation or curtailment is received by Vis-A-Vis Video between 7 – 21 days calendar days prior to the Commencement Date, 75% of the Charges shall be payable by the Customer and the Deposit retained by Vis-A-Vis Video.
5.2 In the event that Vis-A-Vis Video incurs any cancellation charges from a 3rd party as a direct result of the cancellation by the Customer, Vis-A-Vis Video reserves the right to pass on these charges in full to the Customer.
5.3 Subject to the terms of this agreement, in the event that the Customer seeks to terminate the Contract after the Commencement Date, for any reason whatsoever, the Customer shall be liable to pay 100% of the Charges.
6.1 Unless otherwise agreed in writing, the Customer shall be responsible for delivery, transportation and instalment of the Equipment. Title and risk shall transfer in accordance with clause 7 of this agreement.
6.2 The Customer shall be responsible for the unloading and loading of the Equipment
at the Site unless otherwise agreed in writing with Vis-a-Vis Video.
satisfy themselves on taking possession of the Equipment that it is in good working order and in undamaged condition and is fully suitable in all respects (including type and condition) for the purpose for which it is hired. Any issues with the condition and/or functionality of the Equipment must be raised with Vis-A-Vis Video within 24 hours of collection.
6.3 To facilitate Delivery, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery to be carried out safely and expeditiously. The Customer is responsible for all power service and associated fees incurred in respect of the Site.
7. TITLE, RISK AND INSURANCE
7.1 The Equipment shall at all times remain the property of Vis-A-Vis Video (or any third party who has granted rights in respect of the Equipment to Vis-a-Vis Video pursuant to a third-party hire purchase agreement), and the Customer shall have no right, title
The Customer will
or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this agreement).
7.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to Vis-A-Vis Video. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
7.2.1 insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as Vis-A-Vis Video may from time to time nominate in writing;
7.2.2 insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as Vis-A-Vis Video may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
7.2.3 insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as Vis-A-Vis Video may from time to time consider reasonably necessary and advise to the Customer.
7.3 All insurance policies procured by the Customer shall be endorsed to provide Vis-A- Vis Video with at least twenty (20) Business Days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon Vis-A-Vis Video's request name Vis-A-Vis Video on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
7.4 The Customer shall give immediate written notice to Vis-A-Vis Video in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer's (or any of its employees, contractors and assigns) possession or use of the Equipment.
7.5 If the Customer fails to effect or maintain any of the insurances required under this agreement, Vis-A-Vis Video shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
7.6 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Vis-A-Vis Video and proof of premium payment to Vis-A-Vis Video to confirm the insurance arrangements.
7.7 The Equipment should not, at any time, be left unattended at the Site and the Customer shall ensure that sufficient security measures are taken (including but not limited to hiring dedicated security staff) to protect the Equipment.
8. CUSTOMER'S RESPONSIBILITIES
8.1 The Customer shall during the term of this agreement:
8.1.1 ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Vis-A-Vis Video;
8.1.2 take such steps (including compliance with all safety and usage instructions provided by Vis-A-Vis Video) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
8.1.3 maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
8.1.4 make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of Vis- A-Vis Video unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in Vis-A-Vis Video immediately upon installation;
8.1.5 keep Vis-A-Vis Video fully informed of all material matters relating to the Equipment;
8.1.6 keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without Vis-A-Vis Video's prior written consent;
8.1.7 permit Vis-A-Vis Video or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
8.1.8 maintain operating and maintenance records of Equipment and make copies of such records readily available to the Vis-A-Vis Video, together with such additional information as the Vis-A-Vis Video may reasonably require;
8.1.9 not, without the prior written consent of Vis-A-Vis Video, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
8.1.10 not without the prior written consent of Vis-A-Vis Video, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify Vis-A-Vis Video against all losses, costs or expenses incurred as a result of such affixation or removal;
8.1.11 not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of Vis-A-Vis Video in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that Vis-A-Vis Video may enter such land or building and recover the Equipment both during the term of this agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of Vis-A-Vis Video of any rights such person may have or acquire in the Equipment and a right for Vis-A-Vis Video to enter onto such land or building to remove the Equipment;
8.1.12 not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify Vis-A-Vis Video and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify Vis-A-Vis Video on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
8.1.13 not use the Equipment for any unlawful purpose;
8.1.14 ensure that at all times the Equipment remains identifiable as being Vis-A- Vis Video's property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
8.1.15 deliver up the Equipment at the end of the Rental Period or on earlier termination of this agreement at such address as Vis-A-Vis Video requires, or if necessary allow Vis-A-Vis Video or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and
8.1.16 not do or permit to be done anything which could invalidate the insurances referred to in clause 7 (Title, risk and insurance).
8.2 The Customer acknowledges that Vis-A-Vis Video shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Vis-A-Vis Video on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of this agreement.
9.1 Without prejudice to clause 9.2, Vis-A-Vis Video's maximum aggregate liability for breach of this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the Charges.
9.2 Nothing in this agreement shall exclude or in any way limit:
9.2.1 either party's liability for death or personal injury caused by its own negligence;
9.2.2 either party's liability for fraud or fraudulent misrepresentation; or
9.2.3 liability for any breach of the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973 or any other liability which cannot be excluded by law.
9.3 This agreement sets forth the full extent of Vis-A-Vis Video's obligations and liabilities in respect of the Equipment and its hiring to the Customer. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on Vis- A-Vis Video except as specifically stated in this agreement. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within this agreement, whether by statute, common law or otherwise, is expressly excluded.
9.4 Without prejudice to clause 9.2, neither party shall be liable under this agreement for any:
9.4.1 loss of profit;
9.4.2 loss of revenue
9.4.3 loss of business; or
9.4.4 indirect or consequential loss or damage,
in each case, however caused, even if foreseeable.
10.1 Without affecting any other right or remedy available to it, Vis-A-Vis Video may terminate this agreement with immediate effect by giving notice to the Customer if:
10.1.1 the Customer fails to pay any amount due under this agreement on the due date for payment;
10.1.2 the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
10.1.3 the Customer 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 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 IA 1986;
10.1.4 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
10.1.5 in the event that the Equipment is leased to Vis-a-vis Video pursuant to a third-party hire purchase agreement, such hire purchase agreement is terminated.
10.2 This agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment.
11. CONSEQUENCES OF TERMINATION
11.1 Upon termination of this agreement, however caused:
11.1.1 Vis-A-Vis Video's consent to the Customer's possession of the Equipment shall terminate and Vis-A-Vis Video may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and
11.1.2 without prejudice to any other rights or remedies of the Customer, the Customer shall pay to Vis-A-Vis Video on demand:
(a) all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.5;
(b) any costs and expenses incurred by Vis-A-Vis Video in recovering the Equipment and/or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
11.2 Termination or expiry of this agreement 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 agreement which existed at or before the date of termination or expiry.
12. DATA PROTECTION
12.1 This clause 12 applies only where the parties process personal data (as defined in the Data Protection Legislation) which is subject to the Data Protection Legislation.
12.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause12, Applicable Laws means (for so long as and to the extent that they apply to Vis-a-vis Video) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
12.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Vis-a-vis Video is the processor.
12.4 Without prejudice to the generality of clause 12.1 or 12.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Vis-a-vis Video for the duration and purposes of the Contract.
12.5 Without prejudice to the generality of clause 12.1 or 12.2, Vis-a-vis Video shall, in relation to any personal data processed in connection with the performance by Vis- a-vis Video of its obligations under the Contract:
12.5.1 process that personal data only on the documented written instructions of the Customer unless Vis-a-vis Video is required by Applicable Laws to otherwise process that personal data. Where Vis-a-vis Video is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Vis-a-vis Video shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Vis-a-vis Video from so notifying the Customer;
12.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
12.5.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
12.5.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(a) the Customer or Vis-a-vis Video has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) Vis-a-vis Video complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Vis-a-vis Video complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
12.5.5 assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.2 Assignment and other dealings.
13.2.1 Vis-a-vis Video may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
13.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Vis-a-vis Video.
13.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.
13.3.2 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 Contract. 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 13.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
13.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
13.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. 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.
13.8.1 Any notice or other communication given to a party under or in connection with the 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); or sent by email to the address specified in the Specification.
13.8.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or 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 or at the time recorded by the delivery service; and
(c) 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 clause (c), business hours means 9.00am to 5.00pm Monday to Friday (GMT) on a day that is not a public holiday in the place of receipt.
13.8.3 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.
13.9 Third party rights.
13.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13.11 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 Contract or its subject matter or formation.