In these Conditions, the following definitions apply:
Advertising: the placement, by the Customer, of an advert including classifieds, recruitment, product features, CPD
diary entries, or advertisement features, either in print or online.
Artwork Specifications: as detailed in the media pack on the website vbd1.wpengine.com as amended and notified to the
Customer from time to time.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 11.
Commencement Date: has the meaning set out in clause 3.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these
Customer: the person or firm who purchases Services from the Supplier.
Customer Materials: materials provided by the Customer and required by the Supplier in order to be able to carry out
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Design and Print Services: provided by the Supplier including but not limited to marketing services, design, image
development, logo design, creating corporate identity, brochures, photography, self-promotional items and large
format digital printing.
Direct Mail: the delivery, by the Supplier, of the Customers communications, direct to the target audience selected by
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks,
service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for
passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights,
moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including all applications for and renewals or
extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
List: a list created and maintained by the Supplier containing names, addresses and other details of potential
purchasers or subscribers for the products or services sold or provided by the Customer
Market Research: qualitative or quantitative market research carried out by the Supplier on behalf of the Customer.
Order: the Customer’s order for Services as booked over the telephone or as set out in email correspondence between
the Customer and Supplier, the Customer’s purchase order form, or the Customer’s written acceptance of a quotation
by the Supplier, or overleaf, as the case may be.
Recipient: any person who the Customer intends receive the products of the Supplier’s Services.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order.
Supplier: Veterinary Business Development Limited registered in England and Wales with company number 02185105
and whose registered office is c/o Peachey & Co LLP, 95 Aldwych, London, WC2B 4JF.
Supplier Materials: has the meaning set out in clause 6.1.4.
In these Conditions, the following rules apply:
2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate
2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as
amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation
made under that statute or statutory provision, as amended or re-enacted;
2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be
construed as illustrative and shall not limit the sense of the words preceding those terms; and
2.5 a reference to writing or written includes faxes and e-mails.
Basis of contract
3.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
3.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at
which point and on which date the Contract shall come into existence (“Commencement Date”).
3.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has
not relied on any statement, promise or representation made or given by or on behalf of the Supplier which
is not set out in the Contract.
3.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or
illustrations contained in the Supplier’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.
3.5 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.
3.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30
Business Days from its date of issue.
Supply of Services
4.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects
and in accordance with the terms of this agreement.
4.2 Subject to clause 4.3, the Supplier shall use all reasonable endeavours to meet any performance dates
specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for
performance of the Services.
4.3 The Supplier shall not be required to provide any Services to the Customer until payment of the Charges are
received in full by the Supplier.
4.4 The Supplier reserves the right to withhold dispatch of the Deliverables if payment of the sums due under
clause 11 is not received by the date they fall due.
4.5 The Supplier shall have the right to make any changes to the Services which are necessary to comply with
any applicable law or safety requirement, or which do not materially affect the nature or quality of the
Services, and the Supplier shall notify the Customer in any such event.
4.6 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4.7 All Services will be targeted at individuals in the UK unless otherwise stated at the time of Order. Where
non-UK targeting is required, the Supplier will endeavour to target the Services at individuals in the country
or countries specified at the time of Order.
5.1 Customer Materials must be provided no later than the deadline specified in the Order.
5.2 The Supplier may, without any responsibility to the Customer, reject, cancel or require any Customer
Material to be amended that it considers unsuitable or contrary to these terms.
5.3 The publication or use of any Customer Material by the Supplier does not mean that the Supplier accepts
that the Customer Material has been provided in accordance with these terms or that the Supplier has
waived its rights under these terms.
5.4 The Customer guarantees to the Supplier that:
5.4.1 any materials or information supplied in connection with the Services is accurate, complete,
true and not misleading;
5.4.2 it has obtained the consent of any person whose name or image (in whole or in part) is
contained in any Customer Material;
5.4.3 the Customer Materials are legal, decent, honest and truthful, are not contrary to the
provisions of any applicable law, regulation or code of practice, are not libellous or obscene and
do not infringe the rights of any person (including any person’s intellectual property rights);
5.4.4 any material or information supplied complies with all laws, regulations and requirements, in
place from time to time, of any country from which it can be accessed
5.4.5 the Customer Material will not be prejudicial to the image or reputation of the Supplier or the
websites or publications run and/or owned by the Supplier; and
5.4.6 all Customer Materials submitted for publication or use online will be free of any viruses and
will not cause an adverse effect on the operation of the website(s).
5.5 The Customer agrees to waive any moral rights it may have in the Customer Materials for the purposes of
its use by the Supplier.
5.6 Where the Customer submits Customer Material to the Supplier (including without limitation any text,
graphics, video or audio) the Customer is required by such submission to grant to the Supplier a perpetual,
royalty-free, non-exclusive, sub-licensable right and license to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, and exercise all copyright and publicity rights with
respect to any such work worldwide.
5.7 The Customer accepts that it is responsible for dealing with and responding appropriately to any complaints
of whatever nature made by any Recipient to the Supplier and the Supplier does not accept and shall have
no responsibility, or liability, for any such complaints made.
5.8 The Supplier accepts no responsibility for any interruption or delay the Customer experiences in delivering
any Customer Materials to the Supplier or any loss or damage to any Customer Materials. The Customer
guarantees that it has retained sufficient quality and quantity of all materials supplied to the Supplier.
6.1 The Customer shall:
6.1.1 co-operate with the Supplier in all matters relating to the Services;
6.1.2 provide the Supplier with such information and Customer Materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such information complies
with the Artwork Specifications;
6.1.3 obtain and maintain all necessary licences, permissions and consents which may be required
before the date on which the Services are to start;
6.1.4 keep and maintain 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
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
6.2.1 the Supplier shall without limiting its other rights or remedies 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 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.
Services relating to the provision of Direct Mail
7.1 The terms within this clause 7 only relate to Services provided for an order relating to or including Direct
7.2 The delivery or receipt of Direct Mail to or by any Recipient cannot be guaranteed. Whilst the Supplier will
provide the Service in accordance with the terms of the Contract, the Supplier makes no representations or
warranties whatsoever about the speed or proportion of Direct Mail sent that will be delivered.
7.3 Both parties shall notify the other party if they become aware of any interruptions or any other problems
with the Service. The Company shall use reasonable endeavors to respond to the interruptions or other
problems with the Service and to rectify any problems with reasonable diligence and within a reasonable
7.4 The Service is for Direct Mail and should be used for ‘opt in’ marketing only (for the avoidance of doubt, the
term ‘opt in’ shall mean where the Recipient has formally agreed and consented to receiving any Direct
7.5 The Customer shall not use the Service for the purposes of ‘SPAM’, junk mail, unsolicited or unauthorised
7.6 If the Supplier in its sole discretion believes that:
7.6.1 the Service is being used for SPAM, junk mail, unsolicited or unauthorised advertising, or
7.6.2 the Customer is breaching these terms and conditions in any other way,
then the Supplier may decide (in its sole discretion) to suspend or terminate the Service and no refund of
any service fee or other payments to the Supplier will be made.
7.7 The Supplier has the right, at its sole discretion, to remove the details of any Recipient from their List, for
whatever reason (including, if the Supplier should receive any complaint from a Recipient in respect of any
Direct Mail received by them).
7.8 The Customer agrees to undertake the following, from time to time, in relation to the Direct Mail Service:
7.8.1 to supply, in a timely manner, Customer Materials, including images, designs and any other
information the Customer reasonably requires to be sent by the Supplier in the Direct Mail; and
7.8.2 to instruct the Supplier as to when the Direct Mail are to be sent to the Recipients.
Services relating to the provision of Advertising services (online or print)
8.1 The terms within this clause 8 only relate to Services provided for an order relating to or including
8.2 The Supplier reserves the right to remove, not print, suspend or change the position of any Advertising.
8.3 The Supplier will not be responsible for any additions to, changes in, deletions from, delays in publication or
withdrawal of any Customer Material required by any authority having responsibility for the regulation of
online or press advertising (including the Advertising Standards Authority).
8.4 The Supplier cannot guarantee the time, dates and/or position of any Advertising and all such decisions will
be at the sole discretion of the Supplier. However, the Supplier will use reasonable efforts to comply with
the Order and wishes of the Customer.
8.5 If any Customer Material is not published at all solely due to a mistake on the Supplier’s part, the Supplier
will endeavour to offer an alternative publication date(s). If the alternative date(s) is not accepted, the
original booking will be cancelled and the Customer shall be entitled to a full refund if the Customer has
paid in advance. This shall be the Customer’s sole remedy for failure to publish the Customer Material.
8.6 If the Customer Material as reproduced by the Supplier contains a substantial error solely due to a mistake
on the Supplier’s part, the Supplier shall, on request, re-publish the Customer Material at no additional cost
to the Customer. This shall be the Customer’s sole remedy for such substantial error. The Supplier shall not
be responsible for repetition of errors and it is the Customer’s responsibility to inform the Supplier of any
errors and provide any necessary assistance to the Supplier to prevent a repeat of the error.
8.7 In respect of on-line Advertising, the Supplier does not guarantee continuous, uninterrupted access by users
of the websites but will use reasonable efforts to provide this (except for websites where the Supplier has
no control). In addition, the Supplier will not be responsible for any failure or delay affecting production or
publication of any publication or the transmission of the websites and any Advertising contained in them, in
any manner where such failure or delay results from any act, omission, interruption, fault or other condition
beyond the reasonable control of the Supplier.
8.8 The amendment and cancellation period for any Advertising is shown in the media pack on the website
vbd1.wpengine.com. The Customer may amend or cancel the ordered Advertising provided that notice in
writing is received by the Supplier within the relevant cancellation period. Cancellation will only be effective
on confirmation of receipt of your notice. If a cancellation is validly made, the Customer shall receive a
refund. If the cancellation is not made in time, the Supplier is entitled to receive (if not already received) or
retain all of the Charges. If an amendment is made which results in an increase or decrease in the Charges
applicable the Supplier will refund or invoice the Customer accordingly. If the Customer fails to provide
Customer Material required for any Advertising by the deadline specified in the Order, the Supplier is
entitled to receive (if not already received) or retain all of the Charges.
8.9 The Supplier will send an email to the Customer with a proof copy of any Advertising in advance of the date
that the Advertising is due to be published for approval. If the Customer does not reply by the deadline
date given in the email confirming whether or not any changes are required, the Customer will be deemed
to have approved the proof copy for publishing.
Services relating to the provision of Market Research
9.1 The terms within this clause 9 only relate to Services provided for an Order relating to or including Market
9.2 The Supplier shall endeavour to ensure the accuracy of the Market Research, but cannot guarantee the
results information reported. The Customer hereby acknowledges that the information contained in the
results is derived from questionnaires carried out in accordance with accepted market research practice
and as such may be liable to statistical error. The Supplier does not accept responsibility for any loss,
damage or expense whatsoever arising from the use of or reliance upon research results and survey
findings and analysis.
9.3 Where products, samples or Customer Materials are supplied to the Supplier for use in connection with the
Services, the Customer agrees that the Customer shall be solely liable for any damage, loss, expense, injury
or inconvenience caused by such products, samples or Customer Materials whether to the Supplier or any
9.4 In the event of an error caused by the negligence or otherwise of the Supplier in any reports or results
supplied, the Supplier will use its best endeavors to correct the error at its own expense, but will not be
held liable for the consequences of the error beyond the provision of corrected reports and results.
9.5 If predictions are involved on any aspect of consumer behaviour, it must be recognised that such
predictions, while made in good faith, are intended only as an aid to the Customer’s judgment and that the
Supplier cannot be held responsible for any damage or loss suffered by the Customer for any error in such
9.6 Customers will need to ‘sign off’ questionnaires, topic guides or interviewer script (as appropriate) prior to
the commencement of the fieldwork. The onus is on the Customer to thoroughly check and validate the
questionnaire. A Customer ‘sign off’ is legally binding and care must be given at this stage of a project as
frequently sample data is ‘single use’ only. Fieldwork will not commence until the Supplier has received the
client ‘sign off’ to ensure the client is fully satisfied with the design of the questionnaire.
9.7 Customers are themselves requested to use data and information supplied to them by the Supplier in
accordance with the Code of Conduct of the Market Research Society.
9.8 The Supplier reserves the right to pilot any survey in order to ensure that the proposed length of any
questionnaire meets with the original specification. The Supplier reserves the right to charge additional fees
or negotiate changes to the questionnaire where there is a variation in length greater than 15%.
9.9 The Charges quoted by the Supplier for Market Research Services are estimated based on the specific
project requirements, the agreed timescale and any assumptions detailed in the Order. As such, the
Charges may be subject to change if there is any alteration to the timescale, project objectives or
requirements, the assumptions or research approach as set out in the Order. The Supplier reserves the
right to make additional Charges for any additional work that results from any alterations to the Order.
9.10 If the Order is altered by the Customer after the project has commenced, the Supplier reserves the right to
amend any proposed completion date.
9.11 In connection with any Market Research Services supplied, the Supplier will submit an invoice to the
Customer in respect of 50% of the agreed fee at the outset of the project. The Supplier will submit an invoice
for the balance of the agreed fee, together with any additional charges payable, upon completion of the
9.12 If the Customer cancels any Order for Market Research project after work has commenced, the Supplier is
entitled to receive (if not already received) payment for all work carried out up to and including the date of
cancellation together with any and all direct and indirect costs and expenses it has incurred in provision of
the Services. The Supplier shall submit an invoice for payment by return in respect of such work, costs and
Services relating to the provision of Design and Print Services
10.1 The terms within this clause 10 only relate to Services provided for an order relating to or including Design
and Print Services.
10.2 The method of print production (eg. digital, litho, web offset, screen) may not necessarily be made known
to the Customer and the Customer accepts the manufacturing tolerances inherent within each method of
production and their possible consequences or effects on the finished job. The Supplier is not obliged to
state the method of production.
10.3 All weights measurements and specifications quoted by the Supplier are nominal and subject to
manufacturing tolerances. Exact conformity with submitted samples cannot be guaranteed. Pigmented
materials are subject to colour variation.
10.4 It is the Customer’s responsibility to check the proof and/or specification thoroughly and inform the
Supplier of any changes required. The Supplier cannot be held liable for any errors in the printed job where
the said errors were included in the proof and/or specification and not communicated in writing to the
Supplier. Where a proof and/or specification is amended in any way by or at the request of the Customer
then all additional costs incurred will be borne by the Customer. When style, type or layout is left to the
Supplier’s judgement, changes therefore made by the Customer shall be charged extra.
10.5 Additional charges may be made to cover any work involved where Customer artwork requires alteration or
where additional time is involved recreating artwork at the Customers request. The Customer will be
notified of any artwork charges incurred over and above artwork time included in the quotation.
10.6 Owing to the nature of the printing processes the Supplier shall deliver plus or minus 5% of the quantity
ordered by the Customer and the quantity delivered must be paid for in full. No compensation will be paid,
however, in the event of an under-run irrespective of the size of the under-run. If additional “top-up”
quantities are subsequently required to be printed then these shall be paid for in full by the Customer. If an
exact quantity is required then this must be clearly stated in writing by the Customer at the time of order.
10.7 If The Supplier still holds any artwork, transparencies, plates, film setting, negatives or positives which is the
property of a Customer after the expiration of two years from the date upon which it was last used in
relation to an order for the Customer the Supplier shall then be at liberty to dispose of it in any way they
think fit and be under no further responsibility whatsoever in relation to it.
10.8 The Supplier may reject any artwork, paper, plates or other materials supplied or specified by the Customer
which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable
during production may be charged to the Customer.
10.9 Where materials are so supplied or specified the Supplier will take every care to secure the best results, but
responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so
supplied or specified.
Charges and payment
11.1 The Charges for the Services shall be as set out in the Supplier’s written acceptance of the Order.
11.2 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the
individuals whom the Supplier engages in connection with the Services including, but not limited to,
travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services
provided by third parties and required by the Supplier for the performance of the Services, and for the cost
of any materials.
11.3 The Supplier reserves the right to increase its rate cards at any time provided that such charges cannot be
increased more than once in any 6 month period. Any changes to the rates will take effect immediately.
However, any changes to the applicable rates will not apply to any orders made and accepted prior to the
date of such change. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing
within two weeks of the date of the Supplier’s notice and the Supplier shall have the right without limiting
its other rights or remedies to terminate the Contract by giving two weeks’ written notice to the Customer.
11.4 With the exception of the provision of Market Research Services, to which condition 9.11 applies, the
Supplier shall invoice the Customer on completion of the Services.
11.5 The Customer shall pay each invoice submitted by the Supplier:
11.5.1 within 30 days of the date of the invoice; and
11.5.2 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.
11.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value
added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under
the Contract by 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 at the same time as payment is due for the supply of the Services.
11.7 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due
to the Supplier under the Contract by the due date for payment (“Due Date”), the Supplier shall have the
right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then
current HSBC’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the
overdue amount, whether before or after judgment, and compounding quarterly.
11.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due
to the Supplier under the Contract by the Due Date, the Supplier shall also have the right to
cancel/withdraw/put on hold any other Contracts until such time as the Customer makes payment of the
overdue amount together with interest.
11.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding
except as required by law and the Customer shall not be entitled to assert any credit, set-off or
counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in
part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the
Customer against any amount payable by the Supplier to the Customer.
Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the
12.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s
use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from
the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
12.3 All Supplier Materials are the exclusive property of the Supplier.
12.4 The Customer shall indemnify and keep the Supplier indemnified from and against the consequences of the
Supplier suffering any claims of infringements of copyrights, patents, trademarks, industrial designs,
database rights or other property rights arising from the provision of the Service.
12.5 In the event that any such infringement occurs or may occur, the Customer may request the Supplier to
modify and / or amend the Customer Material or infringing part thereof so that the same becomes noninfringing and if the Supplier agrees to modify and / or amend the content the Supplier shall be entitled to
charge for the additional cost for making the modifications and /or amendments which shall be chargeable
at the Suppliers then current rates.
13.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives which are of a confidential nature and have been
disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or
subcontractors, and any other confidential information concerning the Disclosing Party’s business or its
products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of
such confidential information to such of its employees, agents or subcontractors as need to know it for the
purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such
employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those
which bind the Receiving Party.
13.2 Nothing in these terms shall prevent the Supplier from referring to the Customer by name indicating that
the Customer is a customer of the Supplier, either in advertising material or proposal documents, or
describing the type of service performed for the Customer. Any disclosure relating to the specific Services
performed on behalf of the Customer will only be by express consent of the Customer only. Where the
Supplier has undertaken work on behalf of a Customer, the Supplier reserves the right to utilise the
Customer logo in marketing material unless the Customer specifically objects to this use.
13.3 This clause 13 shall survive termination of the Contract.
Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or
14.1.2 fraud or fraudulent misrepresentation; or
14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and
14.2 Subject to clause 14.1:
14.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of
profit, or any indirect or consequential loss arising under or in connection with the Contract;
14.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in
connection with the Contract, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, shall in no circumstances exceed the amount of the Charges due
under the Order in question.
14.3 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.
14.4 This clause 14 shall survive termination of the Contract.
15.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect
by giving written notice to the other party if:
15.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable)
fails to remedy that breach within 30 days of that party being notified in writing of the breach;
15.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its
debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable
to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an
individual) is deemed either unable to pay its debts or as having no reasonable prospect of so
doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a
partnership) has any partner to whom any of the foregoing apply;
15.1.3 the other party commences negotiations with all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal for or enters into any compromise or
arrangement with its creditors;
15.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
connection with the winding up of that other party (being a company) other than for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or more other
companies or the solvent reconstruction of that other party;
15.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
15.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or sued against, the
whole or any part of its assets and such attachment or process is not discharged within 14 days;
15.1.7 an application is made to court, or an order is made, for the appointment of an administrator or
if a notice of intention to appoint an administrator is given or if an administrator is appointed
over the other party (being a company);
15.1.8 a floating charge holder over the assets of that other party (being a company) has become
entitled to appoint or has appointed an administrative receiver;
15.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver
is appointed over the assets of the other party;
15.1.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to
which it is subject that has an effect equivalent or similar to any of the events mentioned in
clause 15.1.2 to clause 15.1.9 (inclusive);
15.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a
substantial part of its business; or
15.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental
or physical), is incapable of managing his own affairs or becomes a patient under any mental
15.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate
effect by giving written notice to the Customer if the Customer fails to pay any Charges due under this
Contract on the due date for payment.
15.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by
giving the other party 2 months’ written notice.
15.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the
Services under the Contract or any other contract between the Customer and the Supplier if the Customer
becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.12, or the Supplier reasonably
believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any
amount due under this Contract on the due date for payment.
Consequences of termination
16.1 On termination of the Contract for any reason:
16.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid
invoices and interest and, in respect of Services 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;
16.1.2 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;
16.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination
shall not be affected, 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; and
16.1.4 clauses which expressly or by implication have effect after termination shall continue in full
force and effect.
17.1 Force majeure:
17.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable
control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes
(whether involving the workforce of the Supplier or any other party), failure of a utility service
or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with
any law or governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers or subcontractors.
17.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its
obligations under this Contract as a result of a Force Majeure Event.
17.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more
than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to
terminate this Contract immediately by giving written notice to the Customer.
17.2 Assignment and subcontracting:
17.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner
with all or any of its rights under the Contract and may subcontract or delegate in any manner
any or all of its obligations under the Contract to any third party or agent.
17.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer,
charge, subcontract or deal in any other manner with all or any of its rights or obligations under
17.3.1 Any notice or other communication required to be given to a party under or in connection with
this Contract shall be in writing and shall be delivered to the other party personally or sent by
prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a
company) or (in any other case) its principal place of business, or sent by fax to the other party’s
main fax number.
17.3.2 Any notice or other communication shall be deemed to have been duly received if delivered
personally, when left at the address referred to above or, if sent by pre-paid first-class post or
recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by
commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or
if sent by fax, on the next Business Day after transmission.
17.3.3 This clause 17.3 shall not apply to the service of any proceedings or other documents in any
legal action. For the purposes of this clause, “writing” shall not include e-mails and for the
avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
17.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be
deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in
exercising any right or remedy under the Contract or by law shall constitute a waiver of that or
any other right or remedy, nor preclude or restrict its further exercise. No single or partial
exercise of such right or remedy shall preclude or restrict the further exercise of that or any
other right or remedy.
17.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do
not exclude rights provided by law.
17.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of
any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the
extent required, be deemed deleted, and the validity and enforceability of the other provisions
of the Contract shall not be affected.
17.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and
legal if some part of it were deleted, the provision shall apply with the minimum modification
necessary to make it legal, valid and enforceable.
17.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or
joint venture of any kind between any of the parties, nor constitute any party the agent of another party for
any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
17.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection
17.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional
terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the
Supplier or its authorised representative.
17.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it
or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and
construed in accordance with the law of England and Wales, and the parties irrevocably submit to the
exclusive jurisdiction of the courts of England and Wales.