Terms And Conditions

Terms and conditions of supply of FireSafetySME Ltd t/a Grange Compliance (Company No. 16476590)

The following definitions and rules of interpretation apply in these Terms.

1.1 Definitions

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

Applicable Data Protection Laws: all Applicable Laws relating to the protection of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

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 and Consultant expenses payable by the Client for the supply of the Consultancy Services as set out in the Fee Proposal.

Client: as set out in the Fee Proposal.

Client Default: any act or omission by the Client and/or Client Personnel or failure by the Client and/or Client Personnel to perform any Client Obligation.

Client Equipment: all items, materials, plant, machinery, vehicles and any other equipment (whether owned by the Client or a third party), which are provided by the Client to the Consultant and/or Consultant Personnel in connection with the Consultancy Services.

Client Obligation: any obligation of the Client and/or Client Personnel set out in the Fee Proposal and these Terms, and any action reasonably required by the Consultant and/or Consultant Personnel to enable the Consultant and/or Consultant Personnel to perform the Consultancy Services.

Client Personnel: all employees, workers, agents, consultants, contractors and other representatives of the Client, or any of its subcontractors, who are engaged in the performance of t he Contract from time to time, and Client Person means any of them.

Commencement Date: the date of signature of the Fee Proposal by the second party to sign.

Consultant: FireSafetySME Ltd, registered in England and Wales with company number 16476590.

Consultant Personnel: all employees, workers, agents, consultants, contractors and other representatives of the Consultant, or any of its subcontractors, who are engaged in the performance of the Contract from time to time, and Consultant Person means any of them.

Consultancy Services: the provision of the Deliverables by the Consultant to the Client in accordance with the Fee Proposal and the performance of any other tasks or services set out therein.

Contract: the contract between the Consultant and the Client for the supply of Consultancy Services and in which incorporates the provisions of these Terms.

Deliverables: the deliverables set out in the Fee Proposal. Fee Proposal: the Fee Proposal accepted by the Client which is governed by these Terms.

Insolvency Event: means in relation to a party:

(a) taking any step or action in connection with 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;

(b) suspending, or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business;
or

(c) its financial position deteriorates to such an extent that in the other party’s reasonable opinion its capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

Intellectual Property Rights: copyright, patent rights, design rights, database rights, trademarks 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;

Invoicing Milestones: the date(s) or stages set out in the Fee Proposal on which the Consultant may invoice the Client for the Charges, in the amounts specified in the Fee Proposal.

Liability: any liability howsoever caused including without limitation liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Site Visit Fee: as defined in the Fee Proposal.

Terms: these terms and conditions as amended from time to time in accordance with clause 15. 7.

1.2 Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended, or reenacted from time to time;
and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

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

(c) 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.

(d) A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 The Contract shall come into existence upon Client’s acceptance of the Fee Proposal, whether by written confirmation, instruction to proceed, and/or by conduct indicating acceptance and shall expire on discharge by both parties of their obligations thereunder.

2.2 Subject to the Client’s acceptance of the Fee Proposal in accordance with clause 2.1, the Contract and these Terms shall be binding on the parties.

2.3 These Terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing, save for any terms implied by law which cannot lawfully be excluded.

2.4 Unless otherwise stated therein, a Fee Proposal is an offer made by the Consultant to the Client which is capable of written acceptance or acceptance by conduct indicating acceptance by the Client within 90 days of its issue, after which time it shall expire, unless the parties agree otherwise in writing. Such offer may be revoked by the Consultant at any time prior to acceptance thereof by the Client. If the Client in communicating its acceptance seeks to vary any of the terms of the Fee Proposal or any of these Terms, the Client shall be deemed to have rejected the original offer and the express written agreement of the Consultant to the variations shall be required in order for the Contract to come into existence.

2.5 In case of conflict between the Fee Proposal and these Terms, the former shall prevail on order to resolve such conflict.

3. Exclusivity

3.1 The Client shall, and shall procure that each of its Affiliates shall, during the Term, purchase exclusively from the Consultant all of its requirements in relation to the Consultancy Services and any other services that are substantially similar in scope, function, or purpose to the Consultancy Services. For the avoidance of doubt, this period of exclusivity shall end upon the termination of the Contract in accordance with clause 13.

3.2 The Consultant may supply services that are the same as or similar to the Consultancy Services to any third party.

3.3 Nothing in this clause 3 shall prevent the Client from obtaining services from a third party to the extent that such restriction would be unlawful orunenforceable under applicable UK competition laws.

4. Supply of services

4.1 The Consultant shall supply the Consultancy Services to the Client in accordance with the Fee Proposal and these Terms in all material respects.

4.2 The Consultant shall use reasonable endeavours to meet any performance dates specified in the Fee Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Consultancy Services. Where no such performance dates are specified in the Fee Proposal and/or the Contract, the dates shall be agreed between the parties in writing, and in default of such written agreement no such dates shall be implied.

4.3 The Consultant reserves the right to amend the Fee Proposal 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 Consultancy Services, and the Consultant shall notify the Client in any such event.

4.4 The Consultant shall maintain all licences, consents and permissions needed to supply the Consultancy Services in accordance with these Terms, excluding any licences, consents and permissions that the Client is expressly responsible for maintaining under these Terms or should reasonably be responsible for maintaining.

4.5 The Consultant shall comply with all Applicable Laws.

4.6 The Consultancy Services provided by the Consultant and/or Consultant Personnel do not constitute a guarantee or warranty of fire safety and compliance, but are intended to identify, as far as reasonably practicable, any apparent deficiencies or noncompliance with applicable fire safety regulations and any Applicable Laws.

4.7 The Consultant nor any Consultant Personnel shall not be liable for any damages and/or any losses caused by damage to the Client Equipment or for any failure of such equipment to function, whether during or after the provision of the Consultancy Services, except to the extent that such loss or damage is caused by the Consultant’s negligence or wilful misconduct.

5. Client’s obligations

5.1 The Client shall:

(a) co-operate with the Consultant and Consultant Personnel and procure that the Client Personnel shall co-operate in all matters relating to the Consultancy Services and comply with any Client Obligations in accordance with the timings set out in the Fee Proposal or otherwise as agreed in writing;

(b) provide the Consultant and Consultant Personnel, in a timely manner and at no charge, with access to the Client’s premises and other facilities, including but not limited to any, plant, machinery and any other equipment, as reasonably required by the Consultant and/or the Consultant Personnel for the performance of t he Consultancy Services;

(c) provide the Consultant and Consultant Personnel, in a timely manner, with all documents, data, information and materials reasonably required by the Consultant and/or Consultant Personnel to provide the Consultancy Services and ensure that they are accurate and complete in all material respects;

(d) comply with all Applicable Laws in its performance of the Contract and these Terms;

(e) respond promptly to any reasonable requests from the Consultant for instructions or approvals required to provide the Consultancy Services.

5.2 In the case of a Client Default, without limiting or affecting any other right or remedy available to the Consultant:

(a) The Consultant shall have the right to suspend performance of the Consultancy Services (having first given not less than seven (7) days’ written notice of its intention to do so) until the Client remedies the Client Default and the parties have agreed in writing the impact on the timescale for the Consultancy Services going forwards (in the case of material Client Default. The Consultant reserves the right to real locate its personnel to other projects, and to delay the recommencement of the Consultancy Services until appropriate personnel become available).

(b) The Consultant shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Consultant’s failure or delay to perform any of its obligations as set out in this clause 5.2.

5.3 To the extent that the Consultant’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client and/or Client Personnel (Excusing Cause), the Consultant shall not be in breach of the Contract nor liable for any Losses incurred by the Client and/or Client Personnel as a result of its performance being prevented or delayed. Without prejudice to any other right or remedy it may have, the Consultant shall be:

(a) allowed an extension of time to perform its obligations equal to the delay caused by the Excusing Cause;

(b) entitled to payment of the Charges despite its performance being prevented or delayed; and

6. Charges and payment

6.1 The Charges for the Consultancy Services shall be as stated in the Fee Proposal.

6.2 The Consultant shall invoice the Client for the Charges on the Invoicing Milestones.

6.3 The Client shall pay each invoice submitted by the Consultant:

(a) within 30 days of the date of the invoice (“Due Date“); and

(b) in full and in cleared funds to a bank account nominated in writing by the Consultant, and

6.4 No later than five (5) days after the Due Date, the Client shall give the Consultant notice of the sum that the Client considers to have been due at the Due Date (in respect of the instalment to which it relates) and the basis on which that sum is calculated (“Payment Notice“).

6.5 Subject to clause 6.11 and unless the Client has served a Pay Less Notice as defined in clause 6. 7, the Client shall pay the Consultant the sum referred to in the Payment Notice or if the Client has not served a Payment Notice the Client shal I pay the Consultant the sum referred to in the invoice issued by the Consultant pursuant to clause 6.5 (the “Notified Sum“), on or before thirty (30) days after the Due Date (the “Final Date“).

6.6 Not less than five (5) days before the Final Date (“Prescribed Period“) the Client may give the Consultant notice that it intends to pay less than the Notified Sum (“Pay Less Notice“). Any Pay Less Notice shall specify the sum that the Client considers to be due on the date the notice is served and the basis on which that sum is calculated. Where a Pay Less Notice is served, the Client shall pay the sum stated in the Pay Less Notice on or before the Final Date.

6.7 For the avoidance of doubt, a Pay Less Notice may be given separately or as part of a Payment Notice, provided always that it complies with the requirements of clause 6.9.

6.8 Notwithstanding clause 6.6 and clause 6.7, if the Consultant suffers an Insolvency Event after the
Prescribed Period the Client shall not be required to pay the Consultant any Notified Sum or any sum stated in a Pay Less Notice on or before the Final Date.

6.9 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) which shall be payable by the Client as part of the Charges.

6.10 lf the Client fails to make a payment due to the Consultant under the Contract by the due date, then, without prejudice to the Consultants ‘s remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of t he overdue sum, whether before or after judgment. Interest under this clause 6.11 will accrue each day at 5% 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%.

6.11 All amounts due under theContract 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).

6.12 The Consultants fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. The Client agrees to provide the Consultant with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact. The Client agrees to update this information within 30 days of any change to it. If the contact information provided by the Client is false or fraudulent, the Consultant reserves the right to terminate the Consultancy and any agreement therein.

6.13 The following site cancellation fees shall apply:

(a) If the Client cancels a site visit between seventy-two (72) hours and forty-eight (48) hours before the scheduled start time on the agreed date, a cancellation fee equal to 25% of the Site Visit Fee will be payable.

(b) If the Client cancels a site visit between forty-eight (48) hours and twenty-four (24) hours before the scheduled start time on the agreed date, but prior to the Consultant and/or any Consultant
Personnel arriving on site, a cancellation fee equal to 50% of the Site Visit Fee will be payable.

(c) If the Client cancels a site visit less than twenty-four (24) hours before the scheduled start time on the agreed date, and/or after the Consultant and/or any Consultant Personnel has arrived on site, a cancellation fee equal to 100% of the Site Visit Fee will be payable.

6.14 In the event that our fire safety consultant and/or any Consultant Personnel who are required to provide the Consultancy Services cannot complete the scope of work, on the day of a site visit, due to events outside of their control (including but not limited to reasonable difficulties accessing site, the Client and/or any Client Personnel does not turn up, etc.) the client remains liable to pay 100% of the Site Visit Fee. Where this results in the need to repeat site visit, additional fees will apply.

7. Intellectual property rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Consultancy Services (other than Intellectual Property Rights in any materials provided by theClient) shall be owned by the Consultant.

7.2 Subject to Clause 12.1, the Consultant grants to the Client a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable license to copy Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Consultancy Services and the Deliverables in its business.

7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7 .2.

7.4 The Client grants the Consultant a fully paid-up, nonexclusive, royalty-free, non-transferable license to copy and modify any materials provided by the Client to the Consultant forthe term of the Contract for the purpose of providing the Consultancy Services to the Client.

8. Anti Bribery

Each party will comply with all laws related to the prevention of bribery and corruption.

9. Sexual Harassment

We will not tolerate sexual harassment towards or by any member of our workforce. Instances of sexual harassment of any kind may lead to disciplinary action, including but not limited to termination of employment or termination of our contract for the workforce that falls outside of our employees.

10 Limitation of liability

10.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

(b) fraud or fraudulent misrepresentation;

(d) breach of the terms implied by Section 2 of t he Supply of Goods and Services Act 1982 (title and quiet possession); or

(e) the Client’s liability for its payment obligations under these Terms, the Fee Proposal and the Contract.

10.2 The Consultant has no liability for loss of profits, indirect or consequential losses.

10.3 The Consultant and/or Consultant Personnel has no liability to the Client and/or Client Personnel for any claim or loss arising directly or indirectly out afar in any way involving the combustibility or fire resistance/performance of any cladding, curtain walling or glazing or any claim or loss arising directly or indirectly or in any way involving cladding, curtain walling or glazing which does not comply with the relevant UK, Irish or EU planning, building safety or fire regulations.

10.4 Subject to clause 10.1, the Consultant’s total aggregate liability to the Client for Losses arising out of or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed 100% of the total Charges payable by the Client to the Consultant under these Terms, the Fee Proposal and the Contract during the Term

10.5 The Consultant and Consultant Personnel shall not be liable for any loss or damage arising from reliance on incomplete, inaccurate, or misleading information provided by the Client and Client Personnel.

10.6 The Consultant and Consultant Personnel’s responsibility is limited to providing advice and recommendations based on the findings of any audit carried out as a result of t he Consultancy Services and the Client and/or Client Personnel are responsible for implementing any recommendations, including but not limited to remedial works and/or further investigations.

10.7 Further to clause 10.6, the Consultant and Consultant Personnel shall not be liable for any loss, damage and/or injury arising from the Client and/or Client’s Personnel failure to implement, or any delay in implementing, the recommendations provided in any audit report produced as part of the Consultancy Services.

10.8 Subject to clause 10.1, the Consultant shall have no Liability for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

11. Indemnity

The Client agrees to indemnify and hold harmless the Consultant and Consultant Personnel from and against any and all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of or in connection with the Client’s use of the Services Provided, except to the extent caused by the Consultant and/or Consultant’s Personnel negligence or wilful misconduct.

12. Suspension

12.1 The Client may at any time instruct the Consultant to suspend the performance of all or part of the Consultancy Services or its other obligations under the Contract and these Terms by giving the Consultant not less than three months (3 months) Working Days’ written notice. Subject to clause 13.2, the Consultant shall resume the performance of the Consultancy Services as soon as reasonably practicable after receiving written notice from the Client to do so.

12.2 If the Client fails to pay the Consultant any sum due under clause 6 by the due date, the Consultant may suspend the performance of any or all of the Consultancy Services and its other obligations under the Contract and these Terms by giving the Client not less than ten (10) Working Days’ notice of its intention to do so and stating the ground or grounds on which it intends to suspend performance.

12.3 In the event of a suspension of performance of the Consultancy Services in accordance with this clause 12, the Client shall pay the Consultant:

12.3.1 the instalments of the Charges due to the Consultant at the date of suspension together with a fair and reasonable proportion of the next instalment with the parties in agreement as to such amount, or in the absence of agreement, 40% of the next instalment of the Charges;

12.3.2 where the Consultant has exercised its right to suspend performance pursuant to clause 12.1, a reasonable amount in respect of direct costs and expenses reasonably incurred by the Consultant as a direct result of that suspension;

12.3.3 (taking into account any sums paid under clause 12.3.2) all expenses and disbursements properly and necessarily incurred by the Consultant as a direct result of any suspension and (if applicable) resuming the performance of the Consultancy Services; and such payment shall be the Consultant’s sole compensation for suspension of any or all of the Consultancy Services and its other obligations under this Contract and shall be applied for and paid as if it were a payment subject to the terms of clause 6 (mutatis mutandis). If, following a suspension, the Consultancy Services are resumed in accordance with clause 12.1 any payment made under clause 12.3.1 shall rank as payment on account towards payments to be made to the Consultant under this Contract.

13. Termination

13.1 The Contract shall be for a fixed term of 12 months from the commencement date. Thereafter, either party may terminate the agreement for convenience on ninety days {90 days) written notice to the other.

13.2 If a suspension of t he Consultancy Services in accordance with clause 12.2 lasts for a continuous period of six months and the Client does not instruct the Consultant to resume the Consultancy Services within ninety (90) Working Days’ of receiving notice from the Consultant requesting that the Client so instruct the Consultant, then Consultant may, by notice to the Client, immediately terminate this Contract.

13.3 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:

(a) 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;

(b) the other party suffers an Insolvency Event; and/or
the other party repeatedly breaches any of the terms of the Contract and/or

(c) these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract and/or these Terms.

13.4 Without affecting any other right or remedy available to it, in either of the circumstances set out in Clause 13.3 (a) to (c) inclusive the Consultant may suspend performance of its obligations under the Contract with immediate effect by giving written notice to the Client. Any such suspension shall not waive the Consultant’s right to terminate the Contract subsequently under Clause 13.2.

14. Consequences of termination

14.1 On termination or expiry of the Contract:

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

(b) the Client shall destroy all copies of, and cease using any Deliverables which are not documents which have not been fully paid for.

14.2 Where termination takes effect between Invoicing Milestones, the Client shall be liable to pay a reasonable sum for the Consultancy Services performed since the last Invoicing Milestone.

14.3 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.

14.4 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 t he Contract shall remain in full force and effect.

15. General

15.1 Force majeure.

Neither party shall be in breach of the Contract and/or these Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Contract and/or these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination, or sonic boom;

(e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition, orfailing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the staff of the party seeking to rely on this clause or those of its subcontractors or Affiliates);

(h) non-performance by suppliers or subcontractor (other than by Affiliates of the party seeking to rely on this clause); and

(i) interruption or failure of utility service.

15.1.1 A party (Affected Party) shall not be liable for any failure or delay in performing any of its obligations under the Contract and these Terms for so long as, and to the extent that, its performance is prevented, hindered or delayed by a Force Majeure Event.

15.1.2 The Affected Party shall promptly notify the other party of the start of a Force Majeure Event and use reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.

15.1.3 lf the Affected Party has not resumed full performance of any obligations suspended under clause 12 within 30 days after the start of the Force Majeure Event, either party may terminate the Contract by giving not less than 30 days’ notice to the other party.

15.2 Assignment and other dealings.

(a) The Consultant 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.

(b) The Client 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 the Consultant.

15.3 Data Protection.

(a) For the purposes of this clause 15.3, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing shall have the meaning given to them in Applicable Data Protection Law.

(b) Each party shall comply with all Applicable Data Protection Laws in its processing of Personal Data under or in connection with the Contract and these Terms. This clause 15.3 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

(c) Without prejudice to clause 15.3{b), the Customer shall ensure that it has all necessary consents and notices in place to enable the Personal Data to be lawfully transferred to or collected by the Supplier in connection with the performance of this agreement.

15.4 Confidentiality.

(a) Subject to clause 15.4(b) and 15.4(c) each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract;

(i) disclose to any person; or

(ii) use for any purpose unconnected with the Contract any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.4(c),

(b) Clause 15.4 (a) shall not apply to information which:

(i) is already in the possession of the recipient at the time of disclosure;

(ii) subsequently comes into the recipient’s knowledge without breach by a third party of an obligation of confidence;

(iii) is or subsequently becomes public knowledge;

(iv) is subsequently independently developed by the recipient; or

(v) is required to be disclosed by the Recipient to comply with its legal obligations.

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s rights or obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15.4; and

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

15.5 Dispute resolution

(a) Without prejudice to the parties’ statutory right to adjudication (and to clauses 15.7 to 15.8 below) the parties shall use their reasonable endeavours to resolve any dispute or difference between them through negotiation or mediation. To initiate a mediation either party will (via its authorised representative) give notice in writing to the other party requesting that the parties participate in a mediation.

(b) Notwithstanding any other provision of this Agreement either party may refer a dispute arising under this Agreement to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations 1998, which Part shall take effect as if it was incorporated in-to this clause.

(c) The adjudicator shall be appointed by the President (or his duly authorised representative) of The Technology and Construction Solicitors’ Association.

15.6 Entire agreement.

(a) 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.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shal I have no remedies in respect of any statement, representation, assu ranee or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shal I have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.7 Variation.

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

15.8 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 otha 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 Contractor by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.9 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 15.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. Greatest extent possible, commercial result of the original provision.

15.10 Notices.

(a) Any notice given to a party under or in connection with the Contract shal I 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.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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

(iii) if sent by fax 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 15.10, business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the pi ace of receipt.

(c) This clause 15.10 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.

15.11 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind orvary the Contract are not subject to the consent of any other person.

15.12 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.

15.13 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.