Terms and Conditions

ACDC Cranes Ltd Supply Terms

Clause 1: Interpretation

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

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 8.00am to 4.30pm on any Business Day.
Change
has the meaning given in clause 7.1.
Company
means ACDC Cranes Ltd (company number 06571264).
Company Materials
has the meaning given in clause 8.1.9.
Conditions
these terms and conditions as amended from time to time in accordance with clause 17.8.
Contract
the contract between the Company and the Customer for the supply of Services and any Goods, comprising these Conditions, the relevant Order and, if applicable, any quotation issued by the Company.
control
has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Customer
the person or firm who purchases the Services from the Company, as named in the relevant Order.
Deliverables
any deliverables set out in the Order or otherwise agreed in writing to be produced by the Company for the Customer.
Force Majeure Event
an event, circumstance or cause beyond a party's reasonable control, including any weather conditions or other factors that would make performance of relevant Services unsafe.
Goods
the goods (or any part of them) set out in the Order or otherwise agreed in writing to be provided as part of the Services.
Inspection Services
Services comprising inspection work undertaken by or on behalf of the Company.
Intellectual Property Rights
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order
the Customer's order for the supply of Services (and, if applicable, Goods), as set out in: (i) the Customer's written acceptance of the Company's quotation; or (ii) the service agreement completed by the Customer (online or otherwise), and which may be varied pursuant to clauses 7 or 9.2 (but not including any customer terms included within any order documentation).
Services
the services, including any Deliverables, supplied by the Company to the Customer as set out in the relevant Order.
Specification
any description or specification for the Services (and, if applicable, Goods) provided by the Company in its quotation or service agreement, or otherwise approved by the Customer.
Training Services
Services comprising training to be delivered by or on behalf of the Company, whether in person, online or otherwise.
1.2
Interpretation:
1.2.1
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2
A reference to a party includes its successors and permitted assigns.
1.2.3
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under it.
1.2.4
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.
1.2.5
A reference to writing or written excludes fax but not email.
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Clause 2: Basis of contract

2.1
The Order constitutes an offer by the Customer to purchase Services (and any Goods) from the Company in accordance with these Conditions.
2.2
The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order, at which point and on which date the Contract shall come into existence. Once accepted, the Customer may only cancel or amend an Order with the Company’s prior written approval and subject to payment of any costs already incurred by the Company.
2.3
Any samples, drawings or advertising issued by the Company and any descriptions of the Services contained in the Company's brochures or on its website are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them; they shall not form part of the Contract nor have any contractual force.
2.4
Any quotation given by the Company shall not constitute an offer, and is only valid for a period of thirty (30) days from its date of issue.
2.5
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
2.6
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.
2.7
To the extent of any conflict between the documents comprising the Contract, the following order of precedence shall apply: (i) Order; (ii) Specification; (iii) these Conditions; (iv) if applicable, the Company’s quotation.
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Clause 3: Supply of Services

3.1
The Company shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2
The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.3
The Company reserves the right, on notice to the Customer, to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.
3.4
The Company warrants to the Customer that the Services will be provided using reasonable care and skill and in accordance with applicable law.
3.5
In order to maintain high service standards, the Company may collect and monitor data relating to usage of Customer equipment where the Customer purchases relevant devices from the Company. This data helps the Company to anticipate when replacement parts may be needed and when equipment checks should be scheduled. To avoid doubt, any data collected shall belong to the Company, shall not include personal data or Customer confidential information and will be used in accordance with the Company’s data retention policy.
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Clause 4: Training Services

4.1
The Customer may book Training Services by accepting the Company’s quotation for the same in writing.
4.2
The Customer may cancel or request rearranged dates for Training Services on written notice to the Company. The Company will endeavour to accommodate any rearrangement requests but reserves the right to cancel as an alternative should the requested change not be reasonably practicable. In the event of cancellation, the Customer shall pay a cancellation fee in respect of Training Services as follows:
Days prior to booking notice received (in accordance with clause 17.2)Cancellation fee
More than 30 daysNo charge
15-3025%
8-1450%
0-7100%
4.3
The Company reserves the right to cancel or rearrange Training Services on written notice should minimum attendee requirements not be met.
4.4
The Customer shall remain liable for payment in full in respect of Training Services should any delegate fail to attend.
4.5
Issuing of any accreditations or qualifications is subject to requirements or conditions of any applicable awarding body. The Company reserves the right, without liability, not to award accreditations or qualifications to any delegate who has failed to attend all required sessions or to submit all required materials. Any certificates due in connection with Training Services will be provided following successful completion of the relevant course and payment in full for the relevant Training Services.
4.6
The Customer should provide reasonable advance notice of any special requirements for delegates so the Company has sufficient time to make reasonable adjustments.
4.7
As between the parties, any Intellectual Property Rights in training materials remain with the Company and such materials must not be used for any purpose other than the named delegates’ completion of the relevant Training Services.
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Clause 5: Inspection Services

5.1
Where specified in the Order, the Company will undertake mandatory crane and lifting equipment inspections as required under the Lifting Operations and Lifting Equipment Regulations 1998 (LOLER). An inspection records the condition of equipment so far as the Company, acting reasonably, can ascertain at the time of the examination. Inspection Services do not provide a guarantee of equipment’s future condition or continued safe operation. The Customer remains responsible for ongoing pre-use checks, maintenance, safe operation and for removing equipment from service where defective or deterioration is identified.
5.2
Where an Order is for Inspection Services or ongoing equipment servicing requirements, the Contract will run for a minimum term from the date the Order is accepted, following which time it will auto-renew annually, at the Company’s then-current rates, unless either party gives not less than ninety (90) days’ written notice of non-renewal. The applicable minimum term will be as stated in the relevant Order.
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Clause 6: Supply of Goods

6.1
The Company may provide Goods as needed for performance of Services. The requirement for any Goods and applicable prices shall be noted within the relevant Order or otherwise notified to the Customer in writing.
6.2
Risk in any Goods shall pass to the Customer on completion of installation.
6.3
Title to any Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.4
The Company shall pass on to the Customer the benefit of any manufacturer warranty applicable to Goods supplied. Any warranty cover on labour provided by the Company is as set out in the Order.
6.5
In the event any Goods are proven to the Company’s reasonable satisfaction to be damaged or defective, the Company shall, as its sole responsibility and subject to any manufacturer warranty that may be available, supply a replacement part or refund in respect of the Goods provided the Customer gives written notice of rejection to the Company within twenty four (24) hours: (i) from the Company’s installation of such Goods; or (ii) if the Goods were not installed by the Company, from delivery. In the event of latent damage or defects, the Customer must give written notice of rejection to the Company within twenty four (24) hours of discovering (or the time when it ought reasonably to have discovered) the same. The Company shall not be liable for any defect or damage to Goods if:
6.5.1
the Customer makes any further use of such Goods after giving written notice of rejection to the Company;
6.5.2
the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.5.3
the defect arises as a result of the Company following any instruction or specification supplied by or on behalf of the Customer;
6.5.4
the Customer alters or repairs such Goods without the written consent of the Company;
6.5.5
the Customer fails to grant the Company prompt access to its premises for inspection purposes;
6.5.6
the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or
6.5.7
the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.6
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.
6.7
These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
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Clause 7: Changes to the Services

7.1
Either party may submit a written request to the other party for a change to the scope, nature or performance of Services (Change) in accordance with this clause 7 but no proposed Change will come into effect until agreed in writing and signed by authorised representatives of both parties.
7.2
If the Company wishes to make a Change, it shall notify details to the Customer.
7.3
If the Customer wishes to make a Change:
7.3.1
it shall submit a written request to the Company and provide as much detail as the Company reasonably requires, including the timing of the proposed Change; and
7.3.2
the Company shall, as soon as reasonably practicable after receiving the information at clause 7.3.1, provide a new quotation to the Customer, containing: (i) a description of the Change; and (ii) details of the effect of the proposed Change on the Services, charges, timetable for the Services and any other terms of the Contract.
7.4
If the parties agree to the terms of the updated quotation, the Customer shall confirm its agreement in writing, which shall constitute a binding variation to the Order.
7.5
The Customer shall not unreasonably withhold or delay its consent to any Change requested by the Company which:
7.5.1
is necessary for the Services to be provided in accordance with Applicable Law; or
7.5.2
implements a general change to the Company's operational processes or standard service offerings and does not have a material adverse impact on the Services.
7.6
If, in the Company's reasonable opinion, a Change is required to respond to an emergency, the Company may make a temporary Change as necessary to respond to the emergency. Following the implementation of the temporary Change, the Company shall notify the Customer of the nature of the temporary Change and the emergency and the parties shall retroactively comply with the procedure in this clause 7.
7.7
The Company may charge for the time it spends on preparing and negotiating proposed Changes where the Customer has requested the Change. The Company shall charge for its time on a time and materials basis at the Company’s rates specified in the Order.
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Clause 8: Customer's obligations

8.1
The Customer shall:
8.1.1
ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
8.1.2
co-operate with the Company in all matters relating to the Services;
8.1.3
notify the Company at the time of placing the Order of any site access rules, hazards and requirements, including any two-man rules (and should the Customer fail to notify the Company of the requirement for more than one worker, the Company reserves the right to charge additional amounts for any extra personnel);
8.1.4
provide the Company, its employees, agents, consultants and subcontractors, with safe and unobstructed access to the Customer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
8.1.5
provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
8.1.6
prepare the Customer's premises for the supply of the Services in accordance with any requirements that are industry standard or made known by the Company in writing, including shutting down and providing safe access to relevant equipment as needed;
8.1.7
obtain and at all times maintain all necessary licences, permissions, permits and consents that may be required for the Services before the date on which the Services are to start (and, where applicable, provide the same to the Company prior to the intended start time for the Services);
8.1.8
comply with all applicable laws, including health and safety laws;
8.1.9
keep all materials, equipment and tools, documents, data and other property of the Company (Company Materials) at the Customer's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation;
8.1.10
permit the Company access at reasonable times and on reasonable notice to monitor or retrieve any Company Materials; and
8.1.11
comply with any additional obligations as set out in the Specification.
8.2
Without affecting clause 8.1.8 above, the Customer shall ensure that any equipment and facilities it makes available are safe and compliant with applicable law. The Customer shall indemnify and keep indemnified the Company in respect of any loss, damage, cost or liability arising from defects or unsuitability in such equipment or facilities, except to the extent caused by the Company’s negligence.
8.3
If, in the Company’s reasonable opinion, the premises at which any Services are to be performed present a health and safety risk, the Company may suspend Services until the issue is satisfactorily resolved and reserves the right to charge for any additional time or resources incurred by such delay.
8.4
The Customer warrants that it is legally able to enter into the Contract and has gained all internal approvals required to place the Order.
8.5
If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.5.1
without limiting or affecting any other right or remedy available to it, the Company may suspend performance of the Services (and services under any other contract between the parties) until the Customer remedies the Customer Default, and rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations;
8.5.2
the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 8.5; and
8.5.3
the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
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Clause 9: Charges and payment

9.1
Subject to clause 9.2, the charges for the Services shall be as set out in the Order and, unless stated otherwise:
9.1.1
the charges (including any call-out charges) shall be calculated in accordance with the Company's daily fee rates, as set out in the Order;
9.1.2
the Company's daily fee rates for each person are calculated on the basis of a working day from 8.00am to 4.30pm on Business Days;
9.1.3
the Company shall be entitled to charge overtime as per its rate card from time to time for each part-day or for any time worked by individuals it engages on the Services outside Business Hours; and
9.1.4
the Company shall be entitled to charge the Customer for: (i) any expenses reasonably incurred by individuals the Company engages in connection with the Services, including travelling expenses, hotel costs, subsistence and any associated expenses, plus the cost of any materials; and (ii) any time incurred by its personnel in undertaking induction and safety briefings at a Customer site.
9.2
The Company reserves the right to revise its charges for the Services and the required scope of work on inspection of the relevant equipment or premises, where the original quotation is not appropriate to requirements. Any such revision shall be notified to the Customer in writing and shall constitute a variation to the original quotation. Any update to charges or scope of work shall be deemed accepted unless the Customer immediately notifies the Company in writing that it does not wish to proceed, in which circumstances the Company will cancel the Order subject to the Customer paying costs directly incurred by the Company to date.
9.3
The charges for any Goods required as part of the Services will be as set out in the Order or advised by the Company from time to time as required. The Customer acknowledges that certain Services may not be possible if the relevant Goods are not purchased and, accordingly, the Company reserves the right to suspend Services and charge any additional cost incurred as a result of the Customer withholding or delaying approval to any such purchases.
9.4
The Company reserves the right to:
9.4.1
increase the charges for the Services on an annual basis with effect from each anniversary of the Order being accepted, capped at the greater of: (i) 5% and (ii) the percentage increase in the UK Retail Prices Index;
9.4.2
increase the price of the Services and any Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in cost to the Company that is due to:
(a)
any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs);
(b)
any request by the Customer to change any performance date, quantities or types of Goods ordered or the Specification; or
(c)
delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
9.5
Clause 9.4.1 shall not apply to the initial 3-year term of any Contract for Inspection Services or equipment servicing.
9.6
Unless stated otherwise in the Order, the Company shall invoice the Customer on completion of the Services.
9.7
Unless stated otherwise in the Order, the Customer shall pay each invoice submitted by the Company:
9.7.1
within thirty (30) days of the date of invoice; and
9.7.2
in full and in cleared funds to a bank account nominated in writing by the Company,

and time for payment shall be of the essence of the Contract.

9.8
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.
9.9
If the Customer fails to make a payment due to the Company under the Contract by the due date then, without limiting the Company's remedies under clause 13, the Company shall be entitled to payment of interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, as well as reimbursement of any costs incurred in recovering the debt. Interest under this clause 9.9 will accrue each day at the statutory rate from time to time pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 or, if applicable, any other maximum rate permitted by law.
9.10
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).
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Clause 10: Intellectual property rights

10.1
All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.
10.2
Subject to clauses 3.5 and 4.7, the Company grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use any Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services in its business.
10.3
The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
10.4
The Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Company, for the term of the Contract, for the purpose of providing the Services to the Customer. The Company may sub-license such rights to its subcontractors as needed.
10.5
The Customer warrants and represents that the Company’s use of any materials the Customer may make available to the Company in connection with the Services will not infringe the rights of any third party. The Customer shall indemnify and keep indemnified the Company in respect of any loss, damage, cost or liability arising in connection with a claim that the Company’s use in connection with the Services of any materials made available by the Customer infringe the rights of a third party.
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Clause 11: Data protection

11.1
Each party shall comply with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.
11.2
The parties acknowledge that each party is a data controller in its own right. Should the parties envisage any data processing activity as part of the Services, they shall first enter into a written data processing agreement.
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Clause 12: Limitation of liability

12.1
The limits and exclusions in this clause 12 reflect the insurance cover the Company has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
12.2
References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
12.3
The Customer acknowledges that Inspection Services assess the state of equipment at the time of the inspection. The Customer shall have sole responsibility for any concerns or damage arising after any inspection.
12.4
Nothing in the Contract limits or excludes liability:
12.4.1
for death or personal injury caused by negligence;
12.4.2
for fraud or fraudulent misrepresentation;
12.4.3
for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.4.4
under any indemnity;
12.4.5
that cannot legally be limited; or
12.4.6
for the Customer's payment obligations under the Contract.
12.5
Subject to clauses 6.5 and 12.4, the Company's total liability to the Customer shall not exceed 100% fees paid or payable pursuant to the Contract.
12.6
Subject to clause 12.4, neither party may recover the following types of loss:
12.6.1
loss of anticipated savings;
12.6.2
loss of sales or business;
12.6.3
loss of agreements or contracts;
12.6.4
loss of or damage to goodwill; and
12.6.5
indirect or consequential loss.
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Clause 13: Term and Termination

13.1
Unless otherwise stated in a service agreement, the Contract will take effect on the date the Order is accepted by the Company or, if earlier, any commencement date stated within the Company’s quotation.
13.2
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1
the other party commits a material breach of any term of the Contract and (if remediable) fails to remedy that breach within a period of twenty eight (28) days after being notified in writing to do so;
13.2.2
the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.2.2;
13.2.3
the other party suspends or ceases, or threatens to suspend or cease carrying on business; or
13.2.4
the other party's financial position deteriorates so far as reasonably to justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
13.3
Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
13.3.1
the Customer fails to pay any amount due under the Contract (or any other contract between the parties) on the due date for payment; or
13.3.2
there is a change of control of the Customer.
13.4
Where a Contract is for Inspection Services or equipment servicing, either party may terminate the Contract in accordance with clause 5.2.
13.5
Without affecting any other right or remedy available to it, the Company may suspend the supply of Services under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2.2 to clause 13.2.4, or the Company reasonably believes that the Customer is about to become subject to any of them.
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Clause 14: Consequences of termination or expiry

14.1
On termination or expiry of the Contract, the Customer shall:
14.1.1
in accordance with clause 9, pay to the Company all of the Company's outstanding unpaid invoices and interest; and
14.1.2
unless agreed otherwise in writing, return all of the Company Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, the Company 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 shall not use them for any purpose not connected with the Contract.
14.2
Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before such date.
14.3
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect, including clauses 3.5 (Equipment monitoring), 8.1.9 (Company Materials), 10 (Intellectual property), 12 (Limitation of liability), 15 (Confidentiality) and 17.9 (Governing law and jurisdiction).
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Clause 15: Confidentiality

15.1
Each party undertakes that it shall not, at any time during the Contract and for a period of two (2) years thereafter, disclose to any person any confidential information concerning the business, assets, 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 15.2.
15.2
Each party may disclose the other party's confidential information:
15.2.1
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 or in connection with the Contract. Each party shall ensure that all such persons to whom it discloses the other party's confidential information comply with this clause 15; and
15.2.2
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3
No party may use any 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.
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Clause 16: Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations (other than payment obligations) for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for a period of thirty (30) days, the party not affected may terminate the Contract by giving not less than fourteen (14) days' written notice to the affected party.

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Clause 17: General

17.1
Assignment and other dealings
17.1.1
The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under the Contract.
17.1.2
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.
17.2
Notices.
17.2.1
Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a)
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
(b)
sent by email to the email addresses specified for each party in the Order (or an address substituted by the party to be served on not less than five (5) days’ written notice).
17.2.2
Any notice shall be deemed to have been received:
(a)
if delivered by hand, at the time the notice is left at the proper address;
(b)
if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
(c)
if sent by email, at the time of successful transmission or, if this time falls outside Business Hours, when Business Hours resume.
17.2.3
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.
17.3
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 or part-provision of the Contract is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, so far as possible, achieves the commercial result of the original provision.
17.4
Except as set out in clause 2.6, 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. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
17.5
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other or authorise either party to make or enter into any commitments for or on behalf of the other party.
17.6
Each Contract constitutes the entire agreement between the parties relating to its subject matter. 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 has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17.7
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.
17.8
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.9
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. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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Version 1.0, 30/10/2026