Terms and Conditions

INTEGRATED RADIOLOGICAL SERVICES TERMS AND CONDITIONS

The Customer’s attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Business Day – a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

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 16.8;

Contract – the contract between the Supplier and the Customer for the supply of Deliverables and/or Services, in accordance with these Conditions detailed in the order form/schedule of work;

Control – shall be as defined in Section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;

Customer – the person or firm who purchases the Deliverables and/or Services from the Supplier;

Data Controller – has the meaning set out in the Data Protection Legislation;

Data Subject – an individual who is the subject of Personal Data;

Data Protection Legislation – all applicable data protection and privacy legislation, regulations and guidance including, without limitation the Data Protection Act 2018, the GDPR (Regulation (EU) 2016/679) (as amended or reenacted from time to time and including any replacement or subordinate legislation)

Deliverables – the deliverables set out in the order form/schedule of work produced by the Supplier for the Customer;

Delivery Location – has the meaning given in clause 5.2;

Force Majeure Event – has the meaning given to it in clause 15;

Intellectual Property Rights – patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Order Form – the Customer’s order for the supply of Deliverables and/or Services, as set out in the Customer’s order form/schedule of work or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be;

Personal Data – has the meaning set out in the Data Protection Legislation and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing services under the Contract;

Processing – and process have the meaning set out in the Data Protection Legislation;

Services – the services, including the Deliverables, supplied by the Supplier to the Customer, as set out in the Service Specification of the order form/schedule of work; Service Specification the description or specification for the Services provided in writing by the Supplier to the Customer;

Supplier – Integrated Radiological Services (IRS) Limited registered in England and Wales with company number 01941809;

Supplier Materials – has the meaning given in clause 6.1.8. Third Party Materials: any products or materials owned, supplied or licensed by a third party to the Supplier that are used in the provision of the Services, as set out in the Service Specification, and/or such other updated third party products or materials as expressly agreed in writing between the Supplier and the Client;

Third Party Portal – the Portal provided as part of the Services. Third Party Services: any service or services supplied by a third party to the Supplier which is used in the provision of the Services;

Interpretation:

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

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) 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.

(d) 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.

(e) A reference to ‘writing’ or ‘written’ includes fax and email.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Deliverables and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues signed/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 the Supplier and any descriptions of the Deliverables or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods 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 All of these Conditions shall apply to the supply of both Deliverables and Services, except where application to one or the other is specified.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.3 The Supplier reserves the right to amend the Service 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 the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Deliverables

4.1 The Supplier reserves the right to amend the Deliverables, if required, by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4.2 The Supplier shall, at its option, in the 30 days following delivery, repair or replace the defective Deliverables or refund the price of the defective Deliverables if the Deliverables contain material defects or are not of satisfactory quality or fit for the purpose held out by the Supplier, provided that the Supplier is given notice in writing within 30 days of discovery that the Deliverables are defective and is given a reasonable opportunity to examine such Deliverables.

4.3 The Supplier shall not be liable for any defective Deliverables if:

4.3.1 the Customer makes further use of the Deliverables following a notice given in accordance with clause 4.2;

4.3.2 the defect arises because the Customer has failed to follow good trade practice or the Supplier’s oral or written instructions on storage, installation, commissioning or maintenance of the Deliverables;

4.3.3 the Customer alters or repairs the Deliverables without the written consent of the Supplier; 4.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions; or

4.3.5 the Deliverables differ from the description as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5. Delivery of Deliverables

5.1 The Supplier shall ensure that the Deliverables are accompanied by a delivery note or appropriate report which shows the date of the Deliverable.

5.2 The Supplier shall deliver the Deliverables to the location the parties agree in writing (Delivery Location).

5.3 Any date(s) quoted for delivery of the Deliverable(s) is/are approximate only, and the time of delivery is not of the essence. The Supplier may deliver by instalments which shall be invoiced and paid for separately. The Supplier shall not be liable for any delay in delivery of the Deliverables caused by a Force Majeure Event, or the Customer’s failure to provide adequate instructions, or make the necessary arrangements for service delivery. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.4 If the Supplier fails to deliver the Deliverables, its liability is limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available.

6. Customer’s Obligations

6.1 The Customer shall:

6.1.1 ensure that the terms of the Order are complete and accurate;

6.1.2 co-operate with the Supplier in all matters relating to the Services, including the provision of suitable Purchase Order numbers, if and when required;

6.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

6.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

6.1.5 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;

6.1.6 comply with all applicable laws, including health and safety laws;

6.1.7 maintain the security of the Third Party Portal. Only the Customer’s employees shall use the Third Party Portal and the Customer shall be responsible for maintaining the confidentiality of passwords associated with the Third Party Portal, and for that reason, shall be held accountable for any activity that occurs under their access to the Third Party Portal. The Customer shall notify the Supplier immediately if it becomes aware of any unauthorised use of the Third Party Portal. The Customer shall take all reasonable steps to ensure that the Third Party Portal is operated in a proper manner by the Customer’s employees.

6.1.8 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

6.2 If the Supplier’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):

6.2.1 without limiting or affecting any other right or remedy available to it, the Supplier 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 the Supplier’s performance of any of its obligations;

6.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations, as set out in this clause 6.2; and

6.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

7. Charges and Payment

7.1 The price for the Deliverables:

7.1.1 shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list, as at the date of the order; and

7.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Deliverables, which shall be invoiced to the Customer.

7.2 The Supplier reserves the right to:

7.2.1 increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date, in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index;

7.2.2 increase the price of the Deliverables, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Deliverables to the Supplier that is due to:

7.2.2.1 any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.2.2.2 any request by the Customer to change the delivery date(s), quantities or types of Deliverables ordered; or

7.2.2.3 any delay caused by any instructions of the Customer in respect of the Deliverables or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Deliverables.

7.3 In respect of Deliverables/Services, the Supplier shall invoice the Customer on, in advance, or at any time after completion of delivery.

7.4 The Customer shall pay each invoice submitted by the Supplier:

7.4.1 within 30 days of the date of the invoice; and

7.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

7.4.3 if for any reason payment has not been made after 30 days of the date of the invoice, the supplier may issue a notice of intended withdrawal of services. If payment has not been made after 60 days, the notice of withdrawal of services will be implemented.

7.5 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Deliverables at the same time as payment is due for the supply of the Services or Deliverables.

7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 13 (Termination), the Supplier retains the right, under the Late Payment of Commercial Debts (Interest) Act 1998, to claim interest, compensation and debt recovery costs.

7.7 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).

8. Intellectual Property Rights

8.1 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 the Supplier.

8.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy any reports provided as part of, or generated from, the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

8.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 8.2.

8.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

9. Data Protection and Data Processing

9.1 The Customer and the Supplier acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and the Supplier is the data processor in respect of any Personal Data.

9.2 The Supplier shall process the Personal Data only in accordance with the Customer’s instructions from time to time and in accordance with any data protection protocol provided or issued by the Supplier (any such protocols to be notified to the Customer and made available on request).

9.3 The Supplier shall not process the Personal Data for any purposes other than those expressly authorised by the Customer, unless the Supplier is required or permitted by the Data Protection Legislation to otherwise process that Personal Data.

9.4 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

9.5 The Customer warrants and represents that it has obtained all necessary registrations, notifications and consents required by the Data Protection Legislation.

9.6 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

9.7 The Supplier warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:

9.7.1 take appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

9.7.1.1 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

9.7.1.2 the nature of the data to be protected; and

9.7.1.3 having regard to the state of technological development and the cost of implementing any measures; and

9.7.2 take reasonable steps to ensure compliance with those measures.

9.8 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all finally adjudicated (or otherwise agreed) costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause

9. 9.9 Where the Supplier is required to indemnify the Customer under clause 9.8, the Customer shall:

9.9.1 promptly notify the Supplier in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 9.8 (DP Claim);

9.9.2 allow the Supplier to conduct all negotiations and proceedings and to settle the DP Claim;

9.9.3 provide the Supplier with such reasonable assistance regarding the DP Claim as is required by the Supplier;

9.9.4 not, without prior consultation with the Supplier, make any admission relating to the DP Claim or attempt to settle it; and

9.9.5 not be in material breach of this agreement.

9.10 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.

9.11 The Supplier may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:

9.11.1 is on terms which are substantially the same as those set out in this agreement; and

9.11.2 terminates automatically on termination of this agreement for any reason.

9.11.3 where such third party providers are based (or whose servers are based) outside the EEA (for example Landauer), provides that the third party takes specific safeguards to ensure a similar degree of protection is afforded to any Personal Data transferred and/or processed outside the EEA (and the Supplier shall use reasonable endeavours to obtain further information of such specific safeguards from such third parties upon any reasonable request from the Customer).

10. Third Party Materials and Services

10.1 These Services may incorporate the use of Third Party Services and/or Third Party Materials, including but not limited to Landauer, in which case the Customer shall comply with any third party terms and conditions relating to the use of such Third Party Services, as notified from time to time.

10.2 Where any third-party terms and conditions relating to the use of Third Party Services and/or Third Party Materials are more onerous than these Terms, the third party terms and conditions will apply.

10.3 If Third Party Materials and/or Third Party Services are supplied or used in the provision of the Services, the Customer acknowledges that it may be required to enter into a third party agreement and that the Supplier may withhold any Services until the Customer has confirmed in writing to the Supplier that it has entered in to such third party agreement. If requested by the Supplier, the Customer shall provide the Supplier with a copy of any such agreement it has entered in to.

10.4 The provision of the Services may include the use of Third Party Services and the Customer hereby acknowledges that the third party providing the Third Party Services may have its own policies and arrangements in respect of such Third Party Services and may also take any action independently of the Supplier.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause

11.2. 11.2 Each party may disclose the other party’s confidential information:

11.2.1 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; and

11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. 12. Limitation of Liability: The Customer’s Attention Is Particularly Drawn to this Clause.

12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

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

12.1.2 fraud or fraudulent misrepresentation;

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

12.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or 12.1.5 defective products under the Consumer Protection Act 1987.

12.2 Subject to clause 12.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

12.2.1 loss of profits;

12.2.2 loss of sales or business;

12.2.3 loss of agreements or contracts;

12.2.4 loss of anticipated savings;

12.2.5 loss of use or corruption of software, data or information;

12.2.6 loss of or damage to goodwill; and

12.2.7 any indirect or consequential loss.

12.3 Subject to clause 12.1,the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 25% of the total charges paid under the Contract.

12.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.5 This clause 12 shall survive termination of the Contract.

13. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 12 months’ written notice unless otherwise agreed in writing.

13.2 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:

13.2.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

13.2.2 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;

13.2.3 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

13.2.4 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.

13.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

13.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment (see section 7.4.3), or;

13.3.2 there is a change of control of the Customer.

13.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Deliverables under the Contract or any other contract between the Customer and the Supplier 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 13.2.2 to clause 13.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14. Consequences of Termination

14.1 On termination of the Contract:

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

14.1.2 the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier 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 this Contract.

14.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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.

14.3 Any provision of the Contract that expressly, or by implication, is intended to have effect after termination or expiry shall continue in full force and effect.

15. 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 results from events, circumstances or causes beyond its reasonable control.

16. General

16.1 Assignment and other dealings

16.1.1 The Supplier 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.

16.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, 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 the Supplier.

16.2 Notices

16.2.1 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 fax to its main fax number or sent by email to the address specified in the Order

16.2.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

16.2.3 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.

16.3 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.

16.4 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 breach or default. 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.

16.5 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.6 Entire agreement

16.6.1 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.

16.6.2 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 misrepresentation based on any statement in the Contract.

16.6.3 Nothing in this clause shall limit or exclude any liability for fraud.

16.7 Third parties rights. 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.

16.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

16.9 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.

16.10 Jurisdiction. Each party irrevocably agrees that the courts of England 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.