Terms and Conditions

ENESCO LIMITED (ENESCO) CONDITIONS OF SALE FOR AUTHORISED RETAILERS OF BRANDED GIFTWARE PRODUCTS

The Customer’s attention is drawn to the following conditions which it accepts as part of setting up an account with Enesco (see https://www.enesco.co.uk/other_information/new_account_form/) and which are incorporated in each Order placed under these Terms and Conditions:

1.  All payments made by the Customer shall be applied at Enesco’s discretion to sums outstanding from the Customer to Enesco.

2.  Enesco is entitled to cancel outstanding orders if the Customer is in breach of its obligations under this Order.

3.  Account terms are offered at Enesco’s discretion and may be withdrawn or varied at any time.

4.  Where it is the controller, Enesco processes any personal data that the Customer provides to Enesco in accordance with the privacy policy at https://www.enesco.co.uk/other_information/privacy_policy/. The Customer consents to Enesco making such checks with credit reference agencies and similar as Enesco at its discretion requires.

5.  Where Enesco and the Customer agree that in respect of any personal data the Customer is the controller and Enesco is the processor, they shall agree in writing the scope, nature and purpose of processing by Enesco, the duration of the processing and the types of personal data and categories of data subject; and the provisions of clause 12 shall apply to that processing.

6.  The Customer sells any Goods as principal and not as Enesco’s agent.

7.  The Customer undertakes:

a.  not to resell the Goods on a third party e-commerce site or platform, including, but not limited to, Amazon and eBay, which enables users to acquire or purchase one or more goods or services from multiple parties or sellers. For the avoidance of doubt, this restriction does not apply to passive sales or sales via the Customer’s own website;

b.  not to actively sell the Goods to customers outside the country in which the Customer is based;

c.  only to sell the Goods direct to consumers;

d.  to market and sell the Goods in a manner that maintains their high quality public image, branding and reputation, including, without limitation, operating high standards of shop fitting and display in respect of the Goods;

e.  to use only Enesco-approved assets and content for all digital and online marketing and advertisement of the Goods including on the Customer’s own website (and for the avoidance of doubt, concept drawings and concept images are not approved);

f.  to obtain Enesco’s prior written consent to any use by the Customer of the name Enesco and any brand names of goods forming part of the collections displayed at www.enesco.co.uk from time to time (Brand Names);

g.  to not represent the Customer or its business, whether by way of website, internet marketing or otherwise, in a manner which is likely to cause the viewer to believe that the Customer is, or that the Customer or its website is associated or affiliated with or endorsed by, Enesco (and/or Enesco LLC) in any capacity other than as an authorised reseller of the Goods;

h.  to not register or use a domain name that consists of or includes any of the Brand Names, or any confusingly similar term to any of the Brand Names; and

i.  to comply with the applicable brand restrictions at https://www.enesco.co.uk/other_information/brand_restrictions/, as updated from time to time.

8.  Enesco reserves the right at its discretion to refuse to supply Goods if the Customer’s marketing and sales activities are in Enesco’s opinion damaging the public image, branding and reputation of Enesco, the Goods and/or the Brand Names.

The Customer's attention is also drawn to the provisions of clause 8.

1.  INTERPRETATION

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.

Business Hours: the period from 8.30 am to 5.00 pm on any Business Day except Friday (8.30am to 3.30pm).

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control, including delivery delay caused by the manufacturer of Goods.

Goods: the goods (or any part of them) set out in the Order.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.

Specification: any specification for the Goods, including any related drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: Enesco Limited (registered in England and Wales with company number 02137296).

1.2  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 successors and permitted assigns.

(c)  A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d)  Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

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

2.  BASIS OF CONTRACT

2.1  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 law, trade custom, practice or course of dealing.

2.2  The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3  The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4  The Customer can only cancel the Order with the Supplier’s express written consent.

2.5  The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.6  Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7  A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3.  GOODS

3.1  The Goods are described in the Supplier's catalogue as modified by any applicable Specification.

3.2  The Supplier reserves the right to amend the Specification from time to time, and the Supplier shall notify the Customer in any such event.

4.  DELIVERY

4.1  The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.2  The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3  Unless the parties agree otherwise in writing, delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5  The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6  The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.  QUALITY

5.1  The Supplier warrants that on delivery the Goods shall:

(a)  conform in all material respects with their description and any applicable Specification;

(b)  be free from material defects in design, material and workmanship; and

(c)  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d)  be fit for any purpose held out by the Supplier.

5.2  Subject to clause 5.3, if:

(a)  the Customer gives notice in writing to the Supplier within seven days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b)  the Supplier is given a reasonable opportunity of examining such Goods; and

(c)  the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3  The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

(a)  the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b)  the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c)  the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

(d)  the Customer alters or repairs such Goods without the written consent of the Supplier;

(e)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f)  the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4  Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5  The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6  These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.7  If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.

5.8  The Customer:

(a)  (unless required by law) may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier’s instructions about the process of implementing the withdrawal; and

(b)  shall undertake a recall or withdrawal at the Supplier’s request and cost and in accordance with the Supplier’s instructions about the process of implementing the withdrawal.

6.  TITLE AND RISK

6.1  The risk in the Goods shall pass to the Customer on completion of delivery.

6.2  Title to the Goods shall not pass to the Customer until the earlier of:

(a)  the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums; and

(b)  the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3  Until title to the Goods has passed to the Customer, the Customer shall:

(a)  store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b)  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)  notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and

(e)  give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i)  the Goods; and

(ii)  the ongoing financial position of the Customer.

6.4  Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a)  it does so as principal and not as the Supplier’s agent; and

(b)  title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5  At any time before title to the Goods passes to the Customer, the Supplier may:

(a)  by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

(b)  require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.  PRICE AND PAYMENT

7.1  The price of the Goods shall be the price set out in the Order, or if different the price set out in the Supplier's published price list in force as at the date of despatch.

7.2  The price of the Goods:

(a)  excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)  excludes the costs and charges of packaging, insurance and transport of the Goods which do not exceed the minimum order threshold specified by the Supplier from time to time, which shall be invoiced to the Customer.

7.3  The Supplier may invoice the Customer for the Goods on or at any time after time of despatch.

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

(a)  within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(b)  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.

7.5  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 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.6  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.  LIMITATION OF LIABILITY

8.1  The Supplier has obtained insurance cover in respect of certain aspects of its own legal liability for claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

8.2  References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3  Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)  death or personal injury caused by negligence;

(b)  fraud or fraudulent misrepresentation;

(c)  breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)  defective products under the Consumer Protection Act 1987.

8.4  Subject to clause 8.3, the Supplier's total liability to the Customer shall not exceed:

(a)  in respect of any and all claims for direct physical damage to the extent that it results from the negligence of the Supplier or its employees, £50,000; and

(b)  in respect of each other claim, an amount equal to the purchase price of the Goods which are the subject of the claim.

8.5  Subject to clause 8.3, the following types of loss are wholly excluded:

(a)  loss of profits;

(b)  loss of sales or business;

(c)  loss of agreements or contracts;

(d)  loss of anticipated savings;

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

(f)  loss of or damage to goodwill; and

(g)  indirect or consequential loss.

8.6  This clause 8 shall survive termination of the Contract.

9.  INDEMNITY

9.1  The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the supply or use of the Goods.

9.2  The Supplier's liability under this indemnity is conditional on the Customer discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Customer that may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Customer shall:

(a)  as soon as reasonably practicable, give written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;

(b)  not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier;

(c)  give the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense to assess the Claim); and

(d)  be deemed to have given the Supplier sole authority to avoid, dispute, compromise or defend the Claim.

9.3  Nothing in this clause 9 shall restrict or limit the Customer's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

9.4  This clause states the entire obligation and liability of Enesco with respect to claims that any of the Goods constitute an infringement of any third party Intellectual Property Rights.

10.  TERMINATION

10.1  Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a)  the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of being notified in writing to do so;

(b)  the Customer 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), obtaining a moratorium, 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;

(c)  the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)  the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2  Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods 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 10.1(b) to clause 10.1(d), 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.

10.3  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 amount due under the Contract on the due date for payment.

10.4  On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods 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.

10.5  Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.6  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11.  FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.

12.  DATA PROCESSING

12.1  In this clause, the following terms shall have the meanings set against them below:

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation:

(a)  To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

(b)  To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Supplier is subject, which relates to the protection of personal data.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

EU Law: the law of the European Union or any member state of the European Union.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

12.2  Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data

Protection Legislation.

12.3  Without prejudice to the generality of clause 12.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of the Contract.

12.4  Without prejudice to the generality of clause 12.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a)  process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Domestic Law or EU Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law or EU Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits the Supplier from so notifying the Customer;

(b)  ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c)  ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d)  assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e)  notify the Customer without undue delay on becoming aware of a Personal Data Breach;

(f)  at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and

(g)  maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

12.5  The Customer provides its prior, general authorisation for the Supplier to:

(a)  appoint processors to process the Customer Personal Data, provided that the Supplier:

(i)  shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 12;

(ii)  shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and

(iii)  shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

(b)  transfer Customer Personal Data outside the UK/EEA as required for the purpose of fulfilling the Supplier’s obligations under the Contract, provided that the Supplier shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

13.  GENERAL

13.1  Assignment and other dealings.

(a)  The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)  The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

13.2  Confidentiality.

(a)  Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2(b).

(b)  Each party may disclose the other party's confidential information:

(i)  to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its 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 13.2; and

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

(c)  Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13.3  Entire agreement.

(a)  The Contract constitutes the entire agreement between the parties.

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

13.4  Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.5  Waiver.

(a)  Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b)  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.6  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 the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 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.

13.7  Notices.

(a)  Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)  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

(ii)  sent by email to the email address habitually used by the recipient in connection with these Conditions (or an address substituted in writing by the party to be served).

(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 email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c)  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.8  Third party 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.

13.9  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 and Wales.

13.10  Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation provided that either party may enforce any judgment of the courts of England and Wales in the courts of any jurisdiction.