TERMS & CONDITIONS
1.1 The following definitions and rules of interpretation apply in these Terms.
Additional AV Services: technical services requested by the Customer in addition to the Roadshow Services, including any audio-visual equipment or technical assistance RIBAE (other than the projector, laptop and screen provided within the Roadshow Services).
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Roadshow Services and Additional AV Services in accordance with clause 5 (Charges and payment) at the specified RIBA CPD Roadshow.
Contract: means the contract, entered into between the Customer and RIBAE for the services, as detailed on the Order Form, in accordance with these Terms and Conditions.
CPD: Continuing Professional Development.
Customer: means you the company means who has entered in this Contract for the provision of the services subject to clause 2. For the avoidance of doubt this Contract represents a business to business transaction only and consumer legal protections shall not apply.
Customer Materials: any exhibition stands, posters, displays, marketing materials, presentations or other items belonging to or under the control of the Customer at the RIBA CPD Roadshow.
Data Protection Legislation: the UK Data Protection Legislation which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Exhibition Space: any space within the Venue allocated, as part of the services, RIBAE to the Customer for the display of Customer Materials at the RIBA CPD Roadshow.
Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Form: means the Order Form signed by the Customer confirming the Customer’s acceptance of the Contract and attached to these Terms and Conditions and as amended in writing from time to time pursuant to these Terms and Conditions.
Presentation Space: a room or other appropriate space within the Venue provided to the Customer for the delivery of a seminar or presentation during a specified time slot.
RIBA: The Royal Institute of British Architects Registered Charity No. 210 566. Incorporated by Royal Charter No. RC000484.
RIBA CPD Providers Network: a subscription service, operated as a joint venture by RIBA Enterprises Limited trading as NBS (RIBAE) and The Royal Institute of British Architects (RIBA), whereby subscribers are able to apply for RIBA accreditation and benefit from various services offered as part of their subscription.
RIBA CPD Roadshow(s): an event(s) at which RIBA accredited Continued Professional Development training and information is provided to attendees.
RIBA Roadshow Service: activities performed by RIBA and, or any duly appointed third party, under the Terms of this Contract relating to an associated RIBA CPD Roadshow(s) including the provision of Exhibition Space, Presentation Space, a projector, laptop and screen in the Presentation Space for use by the Customer.
Venue: the hall, space or other venue(s) in which the RIBA CPD Roadshow is held.
1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.4 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 A reference to writing or written includes fax and email.
2. Basis of contract
2.1 The Order Form constitutes an offer by the Customer to purchase Roadshow Services for a specific RIBA CPD Roadshow in accordance with these Terms, as amended from time to time at RIBAE’s discretion.
2.2 The Order Form shall only be deemed to be accepted on the date when RIBAE issues written acceptance of the Order Form, in the form of the RIBA CPD Roadshow Order Form Acknowledgement Form (the “Order Form Acknowledgement Form”), at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3 At its discretion RIBAE may refuse to accept any Order Form.
2.4 Only current subscribers to the RIBA CPD Providers Network (who are parties to a valid and active contract for their subscription to the RIBA CPD Providers Network) are permitted to be Customers and to purchase Roadshow Services. In addition to these Terms, Customers remain bound by the terms and conditions applicable to subscribers to the RIBA CPD Providers Network at all times, including the terms regarding Order Forms and payment of invoices. Any breach by the Customer of the corresponding RIBA CPD Providers Network terms shall entitle RIBAE to terminate the Contract relating to Roadshow Services.
2.5 It is the Customer’s responsibility to ensure all sums due from it in relation to its subscription to the corresponding RIBA CPD Providers Network contract have been paid in full in accordance with the terms and conditions of the RIBA CPD Providers Network. The Customer must also ensure that its contract relating to the RIBA CPD Providers Network has not expired without renewal and is enforceable at all material times, including on the day of the RIBA CPD Roadshow.
2.6 Any samples, drawings, descriptive matter or advertising issued by RIBAE, and any descriptions or illustrations contained in RIBAE catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Roadshow Services described in them. They shall not form part of the Contract or have any contractual force.
2.7 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.8 Any quotation given by RIBAE shall not constitute an offer, and is only valid for a period of 3 Business Days from its date of issue.
2.9 For the avoidance of doubt this Contract represents a business to business transaction only and consumer legal protections shall not apply.
2.10 RIBAE may update these Terms and Conditions from time to time. RIBAE hereby further reserves the right to amend these Terms and Conditions if such amendment will not materially affect the nature or quality of the Products, and RIBAE shall notify the Subscriber in any such event. The updated Terms and Conditions shall apply to the Customer’s subsequent use of the services.
3. Supply of Roadshow Services
3.1 The Roadshow Services shall be supplied to the Customer in accordance with the Order Form in all material respects.
3.2 Under the Terms of this Contract RIBAE may perform the Roadshow Services using a third party and this shall include using the services of its shareholder company the Royal Institute of British Architects (RIBA).
3.3 RIBAE shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Roadshow Services.
3.4 RIBAE reserves the right to amend the Order Form 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 Roadshow Services, and RIBAE shall notify the Customer in any such event.
3.5 RIBAE warrants to the Customer that the Roadshow Services and any agreed Additional AV Services will be provided using reasonable care and skill.
3.6 RIBAE will, where possible, endeavour to allocate Exhibition Space within the Venue for the display of Customer Materials taking into account any specific requests set out in Order Form. All decisions relating to the allocation of Exhibition Space shall be made by RIBAE at its discretion and shall be final and binding on all Customers. RIBAE reserves the right to alter or remove any allocation of Exhibition Space at its discretion and without notice.
3.7 Provided requests are received in accordance with clause 4.1(m) below and accepted by RIBAE, RIBAE will provide Additional AV Services at the RIBA CPD Roadshow in Order Form to assist the Customer in its delivery of seminars and presentations during their allocated time slot in the Presentation Space. The provision and suitability of the Additional AV Services, and the sums to be charged for those Additional AV Services, will be at the discretion of RIBAE and RIBAE does not guarantee that any request from the Customer in relation to audio-visual equipment will be met. In the event that a request for Additional AV Services is not agreed and/or met by RIBAE the Customer shall not be entitled to terminate the Contract or to claim any adjustment to the Charges specified in the Order Form save insofar as those Charges relate to Additional AV Services.
3.8 RIBAE provides no guarantee as to the number of delegates attending the RIBA CPD Roadshow.
3.9 RIBAE may require the Customer to remove any Customer Materials from the Venue and/or immediately cease any presentation or seminar which RIBAE, in its absolute discretion, considers:
(a) poses a risk to health and safety;
(b) contravenes these Terms;
(c) may cause damage to the structure or any part of the fabric of the Venue;
(d) are likely to cause offence or distress to others; or
(e) are otherwise unsuitable for the RIBA CPD Roadshow.
3.10 If the Customer refuses to comply with any request made by RIBAE in accordance with clause 3.9 RIBAE reserves the right to remove or procure the removal of Customer Materials and any representative of the Customer from the Venue. In any such case the Customer shall not be entitled to any refund of the whole or any part of the Charges.
4. Customer's obligations
4.1 The Customer shall:
(a) ensure that the terms of the Order Form are complete and accurate, including any specific details as to the Customer Materials;
(b) co-operate with RIBAE in all matters relating to the Roadshow Services;
(c) provide RIBAE with such information and materials as RIBAE may reasonably require in Order Form to supply the Roadshow Services, and ensure that such information is complete and accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Roadshow Services, including the Customer’s use of Customer Materials, before the date of the RIBA CPD Roadshow;
(e) comply with all applicable laws, including health and safety laws;
(f) not block aisles or fire doors and comply with any health and safety directions provided by RIBAE and/or the Venue;
(g) comply with any additional obligations as set out in the Order Form;
(h) ensure its Customer Materials and any seminar or presentation are safe and appropriate for delivery at the RIBA CPD Roadshow;
(i) ensure that no later than 16 weeks before the date of the RIBA CPD Roadshow any seminar or presentation due to be delivered in the Presentation Space at the RIBA CPD Roadshow has successfully completed the RIBA CPD Providers Network approval process (in accordance with the terms and conditions of the RIBA CPD Providers Network) and is available and viable for delivery;
(j) time being of the essence, provide a copy of all seminars or presentations due to be delivered by the Customer at the RIBA CPD Roadshow to RIBAE in a deliverable format no later than 5 Business Days before the RIBA CPD Roadshow at which the seminar or presentation is to be delivered;
(k) no later than 10 Business Days before the RIBA CPD Roadshow provide RIBAE with the name and contact details for the presenter of any seminar or presentation delivered for or on behalf of the Customer at the RIBA CPD Roadshow;
(l) ensure that the Customer’s representatives, presenters and speakers at the RIBA CPD Roadshow have their own copies of any seminar or presentation to be delivered. RIBAE will not provide copies nor does it accept any responsibility for the running of seminars or presentations. The Customer must ensure their own seminar or presentation is provided with all due care and skill, in a professional and appropriate manner;
(m) ensure that any requests for Additional AV Services in the Presentation Space are received by RIBAE in writing no later than 10 Business Days prior to the RIBA CPD Roadshow;
(n) ensure that all Customer Materials are set up in the Exhibition Space in full before 8.30am on the day of the RIBA CPD Roadshow and are not dismantled and/or removed from the Venue before 3pm on the day of the RIBA CPD Roadshow;
(o) ensure that any Customer Materials required for use in the Presentation Space are set up and removed within the time slot allocated to the Customer for delivery of their seminar or presentation; and
(p) be responsible for arranging and paying all fees associated with the delivery of Customer Materials to the Venue, moving the Customer Materials in and out of the Venue, and assembling and dismantling displays at the Venue. The Customer will ensure that all packages to be delivered to the Venue are clearly labelled with the name and date of the RIBA CPD Roadshow. RIBAE will have no involvement with the arrangements for delivery or collection of Customer Materials to or from the Venue. RIBAE reserves the right to destroy or otherwise dispose of any Customer Materials not removed from the Venue before the expiry of 2 Business Days after the date of the RIBA CPD Roadshow.
4.2 If RIBAE's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
(a) without limiting or affecting any other right or remedy available to it, RIBAE shall have the right to suspend performance of the Roadshow Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays RIBAE's performance of any of its obligations;
(b) RIBAE shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from RIBAE's failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse RIBAE on written demand for any costs or losses sustained or incurred by RIBAE arising directly or indirectly from the Customer Default.
5. Charges and payment
5.1 The Charges shall include Charges for Roadshow Services, calculated on the basis of the time slots for use of the Presentation Space requested by the Customer in the Order Form, and Charges for any Additional AV Services requested.
5.2 RIBAE shall invoice the Customer for the Charges in January of the calendar year in which the RIBA CPD Roadshow is scheduled to be held. In the event that the Order Form or any request for Additional AV Services is submitted and accepted after January for a RIBA CPD Roadshow in the same calendar year, RIBAE shall invoice the Customer at the same time as issuing the Order Form Acknowledgement Form or, in the case of Additional AV Services, upon confirmation by RIBAE that those services are to be provided.
5.3 The Customer shall pay each invoice submitted by RIBAE:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by RIBAE, and time for payment shall be of the essence.
5.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by RIBAE to the Customer, the Customer shall, on receipt of a valid VAT invoice from RIBAE, pay to RIBAE such additional amounts in respect of VAT as are chargeable on the supply of the Roadshow Services and any Additional AV Services at the same time as payment is due for the supply of the Roadshow Services and any Additional AV Services.
5.5 RIBAE reserves the right to charge interest and late payment compensation in accordance with the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 or such other similar legislation as may be enacted from time to time on any such overdue sums. For the avoidance of doubt, in addition to interest payments the Customer shall pay on demand all RIBAEs reasonable costs and expenses incurred in enforcing this contract and recovering overdue monies and interest from the Customer.
5.6 All amounts due from the Customer 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).
5.7 In the event of cancellation or non-attendance at the RIBA CPD Roadshow by the Customer the Customer shall not be entitled to any refund of all or any part of the Charges. In any such event the Customer will be required to pay all Charges, in full with no discount irrespective of whether a discounted rate was agreed in the Order Form.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Roadshow Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by RIBAE and its licensors.
6.2 The Customer grants RIBAE a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to RIBAE for the term of the Contract for the purpose of providing the Roadshow Services and any Additional AV Services to the Customer.
7. Limitation of liability
7.1 Nothing in the Contract shall limit or exclude RIBAE's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, RIBAE shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(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;
(g) any indirect or consequential loss; and
(h) any loss, theft or damage or property belonging to or under the control of the Customer.
7.3 Subject to clause 7.1, RIBAE's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract for the specific RIBA CPD Roadshow.
7.4 RIBAE reserves the right to charge the Customer for any loss, damage or injury caused to the Venue, its employees and/or visitors as a result of the act or omission of the Customer, its employee, its agent or any associate of the Customer.
7.5 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.
7.6 This clause 7 shall survive termination of the Contract.
8.1 RIBAE reserves the right to cancel the whole or any part of the RIBA CPD Roadshow without notice. In such circumstances the Customer will be entitled to a refund of the Charges. RIBAE shall not be liable for any other losses or expenses incurred by the Customer as a result of the cancellation.
8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months' written notice.
8.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so. For the avoidance of doubt, a Customer’s failure to comply with clause 4.1(j) will constitute a material breach;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by Order Form 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;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.4 Without affecting any other right or remedy available to it, RIBAE may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to:
(a) comply with any specified time period or deadline set out in clause 4.1 above without RIBAE’s prior agreement to an amended deadline; or
(b) maintain its active and fully paid up subscription to the RIBA CPD Providers Network; or
(c) pay any amount due under the Contract on the due date for payment.
8.5 Without affecting any other right or remedy available to it, RIBAE may suspend the supply of Roadshow Services under the Contract or any other contract between the Customer and RIBAE 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 8.3(b) to clause 8.3(d), or RIBAE reasonably believes that the Customer is about to become subject to any of them.
9. Consequences of termination
9.1 On termination of the Contract the Customer shall immediately pay to RIBAE all of RIBAE's outstanding unpaid invoices and interest and, in respect of any services supplied but for which no invoice has been submitted, RIBAE shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.3 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.
10. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11. Assignment and other dealings
11.1 RIBAE may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
11.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of RIBAE.
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, or clients of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
(a) to its group companies, shareholders, employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its group companies, shareholders, employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.2;
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
(c) RIBAE may utilise any data comprised in the Customer data but which is not itself information of a confidential nature nor personal data; and
(d) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13. Data protection
13.2 Both parties will comply with all applicable requirements of Data Protection Legislation. This clause 13.2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Legislation. The terms used in this clause 13 shall have the meaning given in the Data Protection Act 2018).
13.3 The Customer acknowledges and agrees that:
(a) the services provided are not intended for storing or otherwise processing any personal data on behalf of the Customer;
(b) RIBAE is not appointed as a personal data processor under the Contract; and
(c) it shall ensure no personal data is entered, stored or otherwise processed using the service other than as set out in this clause.
13.4 The Subscriber will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to RIBAE for the duration and purposes of the Contract so that RIBAE may lawfully use, process and transfer the personal data in accordance with the Contract.
13.5 Without prejudice to the generality of clause 13.3, if, contrary to the original intention of the parties, RIBAE does process personal data as a processor acting on behalf of the Subscriber in connection with the performance by RIBAE of its obligations under the Contract, RIBAE shall:
(a) process that personal data only on the express instructions of the Customer unless RIBAE is required by the laws of any member of the European Union or by the laws of the European Union applicable to RIBAE and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where RIBAE is relying on Applicable Laws as the basis for processing personal data, RIBAE shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit RIBAE from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or RIBAE has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) RIBAE complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) RIBAE complies with reasonable instructions notified to it in advance by the Subscriber with respect to the processing of the personal data;
(c) 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;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law or the terms of this Contract to store the personal data; and
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and immediately inform the Customer if, in its opinion, an instruction infringes the Data Protection Legislation.
13.6 Each party shall ensure that it has in place appropriate technical and organisational measures, 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).
13.7 The Subscriber consents to RIBAE appointing a third party hosting company as a third-party processor of personal data under the Contract.
13.8 Either party may, at any time on not less than 10 days' notice, revise any of clauses 13.3 to 13.5 by replacing any or all of them with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
14. Entire agreement
14.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, save for the separate terms and conditions applicable to subscribers to the RIBA CPD Providers Network.
14.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.3 Nothing in this clause shall limit or exclude any liability for fraud.
Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number; or sent by email to firstname.lastname@example.org for RIBAE and the address specified in the Order Form for the Customer.
18.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
18.3 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
19. Third party rights
19.1 Unless it expressly states otherwise, 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.
19.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
20. 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.
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.