THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
1.1 The Following Definitions and Rules of Interpretation Apply in These Conditions.
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 the supply of the Services in accordance with clause 5 (Charges and payment).
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
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 purchases Services from Vis-a-vis Video.
Customer Default: has the meaning set out in clause 4.2.
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.
Deliverables: the deliverables set out in the Order produced by Vis-a-vis Video for the Customer.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including knowhow 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.
Order: the Customer's order for Services as set out in the Customer's purchase order form, the Customer's written acceptance of a quotation by Vis-a-vis Video, or overleaf, as the case may be.
Services: the services, including the Deliverables, supplied by Vis-a-vis Video to the Customer as set out in the Specification.
Specification: the description or specification of the Services provided in writing by Vis-a-vis Video to the Customer.
Vis-a-vis Video: Vis-a-Vis Video Limited registered in England and Wales with company number 05136969.
Vis-a-vis Video Materials: has the meaning set out in clause 4.1.8
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 purchase Services 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. SUPPLY OF SERVICES
3.1 Vis-a-vis Video shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 Vis-a-vis Video shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services unless otherwise agreed in writing.
3.3 Vis-a-vis Video reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Vis-a-vis Video shall notify the Customer in any such event.
3.4 Vis-a-vis Video warrants to the Customer that the Services will be provided using reasonable care and skill.
4. CUSTOMER'S OBLIGATIONS
4.1 The Customer shall:
4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
4.1.2 co-operate with Vis-a-vis Video in all matters relating to the Services;
4.1.3 provide Vis-a-vis Video, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Vis-a-vis Video;
4.1.4 provide Vis-a-vis Video with such information and materials as Vis-a-vis Video may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 prepare the Customer's premises or any other venue as appropriate for the supply of the Services;
4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start. For the avoidance of doubt, Vis-à-vis Video shall in no way be responsible for the payment of any such licences, permissions or consents in any circumstances;
4.1.7 comply with all applicable laws, including health and safety laws;
4.1.8 keep all materials, equipment, documents and other property of Vis-a-vis Video (Vis-a-vis Video Materials) at the Customer's premises in safe custody at its own risk, maintain the Vis-a-vis Video Materials in good condition until returned to Vis-a-vis Video, and not dispose of or use Vis-a-Vis Video Materials other than in accordance with Vis-a-vis Video's written instructions or authorisation;
4.1.9 comply with any additional obligations as set out in the Specification
4.1.10 be responsible for any and all costs, fees or charges charged by any 3rd party venues at which Vis-a-vis Video is to provide the Services;
4.1.11 provide travel to and from the location that the Services are to be provided to any employees, agents, consultants and subcontractors of Vis-a-vis Video (“Vis-a-vis Personnel”) as relevant, at the Customer’s sole cost;
4.1.12 in circumstances where Vis-a-vis Personnel are required to travel for 5 hours or more, provide business class travel to and from the location that the Services are to be provided, at the Customer’s sole cost;
4.1.13 ensure that all Vis-a-vis Personnel are provided with at least one hours’ lunch break and one hours’ dinner break during the provision of the Services, unless otherwise agreed in writing;
4.1.14 provide a beverage service during:
(a) the start of each day during the provision of the Services;
(b) the installation and removal of any equipment during the provision of the Services to Vis-a-vis Personnel;
4.1.15 provide a breakfast service in respect of any working days that commence prior to 7am during the provision of the Services;
4.1.16 provide single room hotel accommodation for each member of Vis-à-vis Personnel as notified by Vis-à-vis Video to the Customer in advance in writing.
4.2 If Vis-a-vis Video's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 without limiting or affecting any other right or remedy available to it, Vis-a-Vis Video shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Vis-a-vis Video's performance of any of its obligations;
4.2.2 Vis-a-vis Video shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Vis-a-vis Video's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse Vis-a-vis Video on written demand for any costs or losses sustained or incurred by Vis-a-vis Video arising directly or indirectly from the Customer Default.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be calculated on a time and materials basis:
5.1.1 the Charges shall be calculated in accordance with Vis-a-vis Video's daily fee rates, as set out in the Order. For the avoidance of doubt, the daily rate shall include any time spent travelling in respect of the Services;
5.1.2 Vis-a-vis Video shall be entitled to charge for reasonable time and costs in respect of any time spent in the provision of the Services outside the hours set out in the Order and/or the Specification;
5.1.3 Vis-a-vis Video shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Vis-a-vis Video engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Vis-a-vis Video for the performance of the Services, and for the cost of any materials.
5.2 The Charges shall be paid in sterling (GBP) unless otherwise agreed in writing.
5.4 The Customer shall be required to pay a non-refundable deposit as specified in the Order, the Specification or the written quotation, within 10 Business Days of the Commencement Date or as otherwise agreed with Vis-a-Vis Video in writing. For the avoidance of doubt, Vis-a-vis Video shall be under no obligation to provide any of the Services until it is in receipt of the deposit in cleared funds.
5.5 Vis-a-vis Video shall invoice the Customer on the first day of the Services and on an interim basis thereafter as relevant.
5.6 The Customer shall pay each invoice submitted by Vis-a-vis Video within 30 days of the date of the invoice or in accordance with any payment schedule as agreed between the parties in writing.
5.7 The Customer shall pay each invoice submitted by Vis-a-vis Video in full and in cleared funds to a bank account nominated in writing by Vis-a-vis Video.
5.8 Time for payment shall be of the essence of the Contract.
5.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Vis-a-vis Video to the Customer, the Customer shall, on receipt of a valid VAT invoice from Vis-a-vis Video, pay to Vis-a-vis Video such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.10 If the Customer fails to make a payment due to Vis-a-vis Video under the Contract by the due date, then, without limiting Vis-a-vis Video's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.12 Vis-a-vis Video reserves the right to renegotiate any agreed Charges if there is any change in the dates, venue or location in relation to the provision of the Services, or a change in the Services themselves other than set out in the Order and the Specification.
5.13 In the event that the Customer terminates the Contract or changes the dates upon which the Services are to be provided, within 7 days of the agreed start date for the provision of the Services (“Services Start Date”), the Customer shall be liable to pay 100% of the Charges.
5.14 In the event that the Customer terminates the Contract or changes the dates upon which the Services are to be provided between 21 and 7 days prior to the Services Start Date, the Customer shall be liable to pay 75% of the Charges.
5.15 For the avoidance of doubt, the deposit referred to in clause 5.2 is not refundable in any circumstances.
5.16 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.
5.17 Subject to the terms of this agreement, in the event that the Customer seeks to terminate the Contract after Vis-a-vis Video has commenced provision of the Services for any reason whatsoever, the Customer shall be liable to pay 100% of the Charges.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Vis-a-vis Video.
6.2 Vis-a-vis Video grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Customer grants Vis-a-vis Video a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify any materials provided by the Customer to Vis-a-vis Video for the term of the Contract for the purpose of providing the Services to the Customer.
7. DATA PROTECTION
7.1 This clause 7 applies only where, in the provision of the Services, the parties process personal data (as defined in the Data Protection Legislation) which is subject to the Data Protection Legislation.
7.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 7, 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.
7.3 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.
7.4 Without prejudice to the generality of clause 7.1, 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.
7.5 Without prejudice to the generality of clause 7.1, 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:
7.5.1 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;
7.5.2 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);
7.5.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
7.5.4 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;
7.5.5 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.
8. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1 Without prejudice to clause
8.2, 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. 8.2 Nothing in this agreement shall exclude or in any way limit:
8.2.1 either party's liability for death or personal injury caused by its own negligence;
8.2.2 either party's liability for fraud or fraudulent misrepresentation; or 8.2.3 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.
8.3 This clause 8.3 sets out specific heads of excluded loss and exceptions from them:
8.3.1 The types of loss listed in clause
8.3.2 If any loss falls into one or more of the categories in clause
8.3.3 and also falls into a category, or is specified, in clause
(a) Loss of profits
(b) Loss of sales or business.
(c) Loss of agreements or contracts.
(d) Loss of anticipated savings.
(e) Loss of use or corruption of software, data or information.
(f) Loss of or damage to goodwill.
(g) Indirect or consequential loss.
8.3.4, then it is not excluded.
(a) Sums paid by the Customer to Vis-a-vis Video pursuant to the Contract, in respect of any Services not provided in accordance with the Contract.
(b) Wasted expenditure
(c) Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the Contract. These include consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.
(d) Losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of Vis-a-vis Video. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, Vis-a-vis Video's personnel, regulators and customers of the Customer.
8.4 Vis-a-vis Video has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.5 Unless the Customer notifies Vis-a-vis Video that it intends to make a claim in respect of an event within the notice period, Vis-a-vis Video shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.6 This clause 8 shall survive termination of the Contract.
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 9.1.1 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;
9.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, Vis-a-vis Video may terminate the Contract with immediate effect by giving written notice to the Customer if: 9.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or
9.2.2 there is a change of control of the Customer.
9.3 Without affecting any other right or remedy available to it, Vis-a-vis Video may suspend the supply of Services under the Contract or any other contract between the Customer and Vis-a-vis Video if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or Vis-a-vis Video reasonably believes that the Customer is about to become subject to any of them.
10. CONSEQUENCES OF TERMINATION
10.1 On termination of the Contract:
10.1.1 the Customer shall immediately pay to Vis-a-vis Video all of Vis-a-vis Video's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Vis-a-vis Video shall submit an invoice, which shall be payable by the Customer immediately on receipt;
10.1.2 the Customer shall return all of Vis-a-vis Video Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Vis-a-vis Video may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the 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.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.1 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.
11.2 Assignment and other dealings.
11.2.1 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.
11.2.2 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.
11.3.1 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 11.3.2.
11.3.2 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 11.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
11.4.1 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.
11.4.2 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.
11.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
11.5 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).
11.6 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.
11.7 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.
11.8.1 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 prepaid 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.
11.8.2 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.
11.8.3 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.
11.9 Third party rights.
11.9.1 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.
11.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 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.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.