Terms of Business
1.1 In these Terms the following words and phrases shall have the following meanings:
Action: a single agreed occurrence within the Paid Search Process as specified on the Sales Order
Budget: your agreed budget in respect of third party costs and disbursements which we procure to deliver the Services as set out in the Sales Order or as varied by these Terms
Campaign: an agreed advertising campaign
Charges: our quoted charges set out in the Sales Order or as varied by these Terms
Click: a visitor delivered to your website from a link in a PPC Campaign
Client (you or your): the person whose details are set out in the Sales Order and who has requested the Services
Client Materials: any documents, manuals, data, materials or other information provided by you in relation to the Services including, without limitation, creative and material subject to your Intellectual Property Rights
Company (we, us or our): Latitude Digital Marketing Limited (registered in England and Wales with number 07050923) and its successors and assigns
Company Materials: any documents, manuals, data, materials or other information provided by us in relation to the Services
Terms: the terms and conditions set out in this document and any Special Conditions
Confidential Information: all trade secret and confidential or proprietary information concerning its products, services, customers, suppliers, business accounts, financial or contractual arrangements, or other dealings, computer systems, test data, software, source and object code, business methods and development plans, and Know How contained in any format and whether or not communicated orally and whether or not marked “confidential”
Contract: a contract for the provision of the Services
Digital Media: a Campaign using digital processes including, without limitation, banner advertisements, social media, web development and affiliate building where you agree to pay us for the provision of each such process and related consultancy services
Group Company: in relation to either party any company which is its parent undertaking or its subsidiary undertaking or a subsidiary undertaking of its parent undertaking or any other person controlled by or under the same control direct or indirect
Initial Term: the initial time period for the provision of the Services as set out in the Sales Order
Intellectual Property Rights: any patent, patent application, Know-How, trade or service mark, trade or service mark application, trade name and logo, registered design, design right, copyright or other similar intellectual or industrial right whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto
Know-How: inventions, discoveries, improvements, designs, techniques, computer programs and other processes and information (including without limitation that derived from formulae, techniques, designs, specifications, drawings, component lists, manuals, codes of practice, instructions and catalogues
Paid Search Process: the process commencing with a visitor from a link in a PPC Campaign and ending with an Action in respect of that visitor
PPA Campaign: a Campaign where you agree to pay us an agreed price for the occurrence of every Action
PPC Campaign: a Campaign using paid search where you pay to us the full cost of all Clicks purchased from key-word providers plus an agreed management fee
Sales Order: our sales order form setting out amongst other things your details and the Services
SEO: search engine optimisation being the on- and off-site improvements to your website to make it more visible on agreed search engines
Services: the services detailed in the Sales Order and being either Digital Media, a PPA Campaign, PPC Campaign, SEO or any combination of them
Special Conditions: any special conditions agreed between us and set out in the Sales Order
Term: the time period from the commencement of the Contract to its expiry or termination as provided for in these Terms
Writing: includes facsimile transmission but not electronic mail
1.2 Any reference in these Terms to a statute or statutory provision shall be construed as a reference to it as from time to time amended, consolidated, modified, extended, re-enacted or replaced and includes all statutory instruments, notices or orders made under it.
1.3 The headings in these Terms are for convenience only and do not affect their interpretation.
1.4 Any reference to a person includes a reference to an individual or a body corporate or unincorporate or a partnership.
1.5 References to any gender include any other gender and the singular includes the plural and vice versa.
2. Basis of Contract
2.1 Orders for the Services shall be made on the Sales Order. Any order you submit shall constitute an offer to buy the Services subject to the Terms and we shall not be deemed to have accepted it unless and until we have signed the Sales Order and returned it to you.
2.2 The Terms shall apply to and be incorporated into the Contract to the exclusion of any other terms and conditions, including any terms subject to which any Sales Order is accepted or purported to be accepted, or referred to on any purchase order you submit.
2.3 The Sales Order is incorporated in the Contract. If there is any conflict or inconsistency between the terms of the Sales Order and the terms and conditions set out in this document, the terms of the Sales Order shall prevail.
2.4 We reserve the right to correct any typographical or clerical error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information.
2.5 Unless otherwise provided for in the Contract, you may not cancel any order which we have accepted.
2.6 The signed Sales Order binds you to an exclusive relationship with us for the supply of services which are similar or identical to the Services for the duration of the Term. During the Term you shall not enter into any contract or arrangement with any person (including an in-house department) for the supply of services that are similar or identical to the Services
3. The Services
3.1 We shall provide to you, and you shall purchase from us, the Services subject to the Terms. Any changes, additions or variations to the Services, the Sales Order, these Terms or the Contract must be agreed in Writing by our respective authorised representatives. In such circumstances you shall pay us all associated Charges, Budget, costs and expenses.
3.2 You shall ensure that the terms of any order (including any specifications) which you submit are sufficient and appropriate for your requirements.
3.3 You shall provide us with all necessary Client Material within a reasonable period of time to enable us to perform the Contract in accordance with its terms and you shall ensure that it is accurate in all material respects.
3.4 You should retain duplicate copies of any Client Material which you provide to us as we shall have no liability for any accidental loss or damage to the same, save where such accidental loss or damage is as a result of our breach of Contract or negligence.
3.5 We reserve the right (but are under no Contractual obligation) to make any changes to the Services which are necessary to conform with any applicable safety or other statutory, regulatory, code of conduct or legal requirements. We reserve the right to make such other changes to the Services (provided they do not materially affect the nature and quality of the Services) if in our reasonable opinion such changes assist with the delivery of the Services under the terms of the Contract.
3.6 If the Contract is for SEO Services with a performance element to the basis on which we calculate our Charges, you agree to comply fully and promptly with any recommendations which we make to you as part of the Services.
3.7 Where the Services involve us delivering a specified number of online advertising events (such as impressions) to individuals (“Events”):
3.7.1 you acknowledge that those Events are subject to factors beyond our control, such as the relevant individuals accessing web pages at which those Events may be delivered; accordingly, the specified number of Events shall be treated as a target only and, subject to clause 11.1, we shall have no liability for any failure to deliver that number of Events; and
3.7.2 we may, acting reasonably, expand the selection of targeted individuals to an appropriate audience in order to obtain the desired number Events.
3.8 You shall ensure that the Client Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).
3.9 You acknowledge that we are not an expert in intellectual property rights and profess no expertise in determining whether or not any Client Materials might be deemed Inappropriate Content. We reserve the right to refuse to upload Client Materials where we reasonably suspect such content is, or could be construed as, Inappropriate Content. We will notify you if we become aware of any allegation that any content in the Materials may be Inappropriate Content.
3.10 You will indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Client Materials or any other material linked to from the Client Materials constitutes, or is purported to constitute, Inappropriate Content.
3.11 We may not rely on the indemnity in Clause 3.10 to the extent that the action or claim arises out of your compliance with any of our designs, specifications or instructions.
4.1 You shall pay to us the Charges for the Services. You shall also pay the Budget to us, save where the Sales Order provides that you shall pay the Budget (or any part of it) directly to any third party providers, in which case:
4.1.1 you acknowledge that it is a material provision of the Contract that you shall pay such Budget to the third party provider promptly and in full. and
4.1.2 you shall comply with our reasonable instructions in relation to the access, operation and management of the PPC Campaign account to which the budget relates.
4.2 The Charges, Budget and any other payments for the provision of the Services are exclusive of any applicable Value Added Tax and any other duties and taxes which we shall add to our invoices and which shall be payable by you.
4.3 All payments by you shall be made without set-off or counterclaim and without any deduction. If you are compelled to make any deductions whether by law or otherwise you shall pay additional amounts to ensure we receive the full amount which we would have received but for such deduction.
4.4 If any act or omission on the part of you, your personnel or any person contracted to you results in us being unable to deliver the Services (in full or in part) or to comply with our obligations under the terms of the Contract then you shall:
4.4.1 pay to us such Charges as you would otherwise be required to make if the act or omission had not taken place; and
4.4.2 indemnify us against all costs, expenses and losses incurred by us as a result of such act or omission.
4.5 If we are unable to deliver the Services (in full or in part) or comply with our obligations under the terms of the Contract because it is necessary for us to conform with any legal or statutory obligations or regulations to which you are subject and we are not (including, without limitation, FSA regulations), then you shall:
4.5.1 pay us such Charges as you would otherwise be required to make if the conformity to ensure compliance had not been necessary; and
4.5.2 indemnify us against all costs, claims, demands, expenses, losses, damages and liabilities incurred by us as a result of such non-conformity and subsequent actions taken to ensure conformity.
5. Invoices and Payment
5.1 Our invoices must be paid within the period of time set out in the Sales Order (beginning on the date of the invoice) or, if no such period of time is specified in the Sales Order, within 30 days of the date of the invoice. If the Sales Order specifies a payment term of more than 30 days, we may reduce that payment terms to 30 days at any time upon Written notice to you if you have failed to pay any of our invoices on time or if you otherwise suffer any material adverse credit history.
5.2 We may issue invoices for the Charges and Budget in advance of the Services to which they relate. Unless otherwise stated in the Sales Order, you must pay those invoices before we commence those Services; if we have not received payment in full and cleared funds we may postpone performance of the Services until such payment has been made.
5.3 Where we issue an invoice in advance of the Services to which the invoice relates, the invoice may represent an estimate of the aggregate Budget and Charges for the relevant Services. Accordingly, we will reconcile any amounts paid by you pursuant to our invoices against the amounts actually incurred in the performance of the Services, and will either:
5.3.1 issue further invoices to represent amounts properly payable by you in respect of Budget and Charges;
5.3.2 issue credit notes in respect of any amounts which you have overpaid, and repay you accordingly; or
5.3.3 carry forward any such overpayments and apply them against any Charges and Budget payable by you for any further Services, or against any other sums which you owe to us.
5.4 You may request in Writing a postponement in delivery or completion of part or all of the Services. We shall have the discretion to accept or reject such request. If accepted, except to the extent we agree otherwise in writing we shall be entitled to continue to invoice you for the full amount of any fixed, minimum or recurring Charges and such invoice shall be paid as if the Services had been delivered or completed.
5.5 If you have a genuine good faith dispute about any of our invoices, you shall:
5.5.1 pay any undisputed part of the invoice in accordance with clause 5.1 and
5.5.2 notify us in Writing within 10 days of the invoice date and at the same time provide all documents and information in support of your reasons. If no notification is received by us in accordance with this clause, you shall not be entitled to dispute the invoice afterwards.
If together we are unable to resolve the dispute within 25 days of the invoice date, the dispute may be referred on the application of either party to an independent accountant nominated by the President for the time being of the Institute of Chartered Accountants of England and Wales. If the independent accountant finds wholly or partly in our favour you shall pay the invoice (or the relevant part of it) within 7 days of the independent accountant’s decision.
5.6 We shall be entitled to appropriate any payments received from you to any outstanding invoices or other payments due to us from you in any order we may deem appropriate.
5.7 If you fail to make payment of any sums payable by the due date then without prejudice to any other of our available rights or remedies, we shall be entitled at any time to:
5.7.1 suspend the performance of the Services; and/or
5.7.2 charge you interest and fixed sums at the rates specified under the Late Payment of Commercial Debts (Interest) Act 1998.
5.8 You shall be liable for Charges upon a Click or an Action occurring regardless of whether or not your internet web page is operational for any reason whatsoever.
6. Delivery and Acceptance
6.1 You shall use tracking mechanisms agreed in Writing with us to verify delivery of the Services. Any time and date given by the Company for delivery is an estimate only and time shall not be of the essence for the performance of the Services.
6.2 We shall each have the right to audit the tracking mechanism to verify delivery of the Services upon 48 hours notice.
6.3 Upon delivery of the Services (which for the purpose of this Clause 6.3 shall include any report) you shall be responsible for inspecting the Services and shall notify us in Writing within 10 days of delivery of any allegation that the Services do not comply with the Contract or are otherwise incorrect. If you fail to give such notice in accordance with this Clause the Services shall be deemed to comply with the terms of the Contract (and are otherwise correct) and you shall not be entitled to make a claim afterwards that the Services do not comply with the terms of the Contract (or are otherwise incorrect).
7. Intellectual Property Rights
7.1 Subject to Clause 7.3 and save as provided in Clause 7.6, all Intellectual Property Rights used or subsisting in or in connection with the Services and the Company Materials are owned by us and shall be our sole property. You shall not during or at any time after the Term in any way question or dispute the ownership by us of the same, and you shall not at any time transfer, sell or distribute the same. Subject to payment in full of all Charges and Budget on the due dates for payment and compliance with the other terms and conditions of the Contract, we shall grant to you the benefit of a non-exclusive licence on a worldwide basis for the use of our Intellectual Property Rights in the Company Materials to such extent as is necessary to enable you to make reasonable use of the Company Materials and Services.
7.2 Save as provided for in Clause 7.1, you undertake not to use, re-use or recreate the Company Materials or the Intellectual Property Rights relating thereto, all of which belong to or have vested in us.
7.3 All Intellectual Property Rights in any Client Materials shall belong to you and you hereby grant to us a non-exclusive licence to use all Intellectual Property Rights in the Client Materials for the purpose of providing the Services.
7.4 You warrant that you own, or have a valid and subsisting licence to use all Client Materials. You further warrant that our use of the Client Materials for the purpose of providing the Services will not infringe the Intellectual Property Rights or any other rights of any third party.
7.5 You will indemnify us against all costs, claims, demands, expenses, losses, damages and liabilities of whatsoever nature arising out of or in connection with your breach of Clause 7.4 and any claim that the use or possession of the Client Materials or the provision of the Services in accordance with the Contract infringes the Intellectual Property Rights or any other rights of any third party.
7.6 Subject to payment in full of all Charges and Budget on the due dates for payment ,compliance with the other terms and conditions of the Contract by you, and provided always that the Initial Term of the Contract shall have run in full , then upon termination of the Contract we shall grant to you the benefit of any PPC Campaign account set up by us with a third party service provider to deliver the Services to you including, without limitation, all current and historic data and settings relating to activity within that account. In such circumstances, upon the expiry of the Contract, we shall transfer any such account to you or to such other person as you may direct in Writing. This Clause 7.6 shall not apply to Contracts for PPA Campaigns, Latitude Express, trial contracts and Contracts with a term of less than 6 months.
7.7 In relation to PPC Campaigns, should you issue an instruction to us to bid on branded keyword terms of your competitors you shall indemnify us for any liability arising from such bid activity.
8. Confidentiality and publicity
8.1 Both during the Contract and after its termination or expiry, the parties shall treat as confidential (and shall procure that the personnel of each of them treat as confidential) and shall not (and shall procure that the personnel of each of them does not) other than in the proper provision of the Services, use or disclose to any person any Confidential Information belonging to the other party or its clients or suppliers, nor permit its use or disclosure.
8.2 Clause 8.1 shall not apply where Confidential Information is divulged to:
8.2.1 either party’s own employees and then only to those employees who need to know the same;
8.2.2 either party’s auditors, an officer of HMRC, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons having a right, duty or obligation to know the business of the other party and then only in pursuance of such right, duty or obligation.
8.3 Both parties undertake to ensure that persons referred to in Clause 8.2 are made aware before the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other party.
8.4 Each party shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.
8.5 This Clause shall survive the termination of the Contract.
8.6 Clause 8.1 shall not apply to any information which:
8.6.1 may come into the public domain otherwise than through unauthorised disclosure;
8.6.2 the recipient party can show was in its possession or known to it by being in its use or recorded on its files prior to receipt from the disclosing party and was not previously acquired from the disclosing party under an obligation of confidence;
8.6.3 the recipient party obtains or has available from another source without breach by it of any confidentiality obligations owed to that source or the disclosing party; or
8.6.4 is required to be disclosed to any court of competent jurisdiction or any competent judicial, governmental or regulatory body provided that prior to such disclosure the recipient shall notify the disclosing party (to the extent permitted by law) of the full circumstances and the information that will be disclosed.
8.7 Notwithstanding Clause 8.1, unless you notify us otherwise in writing you agree that we may:
8.7.1 use your name and logo (both on our website and in our publicity materials) to describe you as a recipient of our services; and
8.7.2 generate case studies referring to you and the Services and use them to promote our business, subject to us consulting with you and obtaining your written approval of any such case studies.
This permission shall continue for a reasonable period after completion of the Services. In exercising our rights under this Clause we will use up to date logos and comply with your reasonable brand guidelines if you provide us with them.
8.8 You agree that during the Contract and for a period of twelve months following its termination you will not directly, or by an agent whether for yourself or for the benefit of any other party, employ any of our officers or employees or induce or endeavour to induce any of our officers or employees to leave his or her employment with us. This provision shall not apply where the employment of our officers or employees automatically transfer to you or any other party by operation of law.
9. Term and Termination
9.1 The Contract shall come into and continue in effect for the period specified in the Sales Order subject to earlier termination in accordance with its terms. If the Sales Order does not specify the period for which the Contract shall remain in effect, or when the Contract expires or can be terminated, either Party may terminate the Contract by giving the other at least three months’ notice in Writing.
9.2 Either party shall be entitled to terminate the Contract at any time in Writing to the other party if:
9.2.1 the other party commits a material breach of any of the terms of the Contract including these Terms and (if the breach is capable of remedy) fails to remedy the breach within 30 days after receipt of notice in Writing to do so;
9.2.2 the other party fails to pay any amount due under the contract on the due date for payment and remains in default not less than 7 days after being notified in Writing to make such payment;
9.2.3 the other party becomes subject to an administration order; a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of the other party’s property or assets; the other party enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on all or a substantial part of its business, goes into liquidation or bankruptcy, becomes insolvent, or suspends or threatens to suspend payments of its debts or is unable to pay its debts as they fall due.
10. Termination Consequences
10.1 Immediately upon the termination or expiry of the Contract for any reason whatsoever:
10.1.1 we shall be entitled to issue an invoice to you for any uninvoiced Charges and Budget and for any other sums payable by you to us under the Contract, and such invoice shall be immediately due and payable by you;
10.1.2 You shall pay to us all sums then owing to in respect of invoices already issued by us; and
10.1.3 each party shall return to the other any Confidential Information (including Company Materials and Client Materials) belonging to such party and all copies of the whole or any part of them or, if requested by the disclosing party, shall destroy the same and certify in Writing to the disclosing party that it has been destroyed.
10.2 Any termination or expiry of the Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
11.1 Subject to Clauses 11.2 and 12 we warrant that:
11.1.1 we shall use all reasonable skill and care in providing the Services; and
11.1.2 the Services will materially correspond with their specification in the Contract at the time of delivery.
11.2 We shall not be liable for any costs, claims, demands, expenses, losses, damages and liabilities or other claims of any nature whatsoever caused by or arising from:
11.2.1 any Client Material, information or instructions supplied by you being incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form;
11.2.2 any act or omission of yours, your personnel, or any other person contracted to you;
11.2.3 any failure by you to comply with any legal or statutory obligations or regulations,
11.2.4 any failure by you to comply with any recommended course of action which we make to you as part of the Services;
11.2.5 any act or omission of any third party person (not within our reasonable control); and
11.2.6 any infringement of Intellectual Property Rights or any other rights of any third party arising from the Client Materials.
11.3 Both the Client and the Company shall at all times in respect of the subject matter of the Contract comply with all applicable laws and regulations.
12. Limitation of Liability
12.1 This Clause 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to you in respect of: any breach of Contract, any use by you of the Services, Company Materials or any part of them, and any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
12.2 Without prejudice to Clause 11.1, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these Clauses shall exclude or limit the liability of either party to the other for death or personal injury caused by the first party’s negligence or for any damage or other liability incurred by the other party as a result of fraud or fraudulent misrepresentation by the first party.
12.4 Subject to Clauses 12.2 and 12.3, we shall not be liable to you whether under contract, misrepresentation, mis-statement, any tortious act or omission including negligence, infringement of intellectual property rights or otherwise, for any loss of profit, business, business contracts, depletion of goodwill and similar losses, loss of anticipated savings, loss of goods, loss of use, loss of corruption of data or information or any special, indirect or consequential or pure economic loss, costs, damages, charges or expenses, revenues which arise out of or in connection with the supply of the Services or the Company Materials or your use of the same.
12.5 Subject to Clauses 12.2 and 12.3, our total liability to you in contract, tort (including negligence or breach of statutory duty) misrepresentation, mis-statement, restitution, infringement of Intellectual Property Rights or otherwise, arising in connection with the performance or the contemplated performance of the Contract shall be limited to an amount equal to the value of the Charges payable by you to us over the Term.
12.6 Save as provided for in Clause 7.5, you shall not be liable to us whether under contract, misrepresentation, mis-statement, any tortious act or omission including negligence or otherwise, for any loss of profit, business, business contracts, depletion of goodwill and similar losses, loss of anticipated savings, loss of goods, loss of use, or any special, indirect or consequential or pure economic loss, costs, damages, charges or expenses, revenues which arise out of or in connection with the Contract.
13. Data Protection
13.1 The details of your name, address and payment record may be submitted to a credit reference agency, and personal data (as defined by the Data protection Act 1998) will be processed by and on behalf of the Company in connection with the Services.
14.1 Neither party shall be liable to the other for any delay or non-performance of its obligations under the Contract (except for its obligation to make payment) arising from any cause beyond its reasonable control including any of the following: act of God, act of terrorism, governmental act, war, fire, flood, explosion or civil commotion, industrial action (excluding internal industrial action), failure in telecommunications services, unauthorised interference with either Party’s systems or services via the Internet. A party affected by such an event shall use reasonable endeavours to mitigate its impact and to recommence performance of its obligations under the Contract as soon as is reasonably practicable. If the affected party is unable to perform its obligations under the Contract by reason of such an event for more than four weeks, the non-affected party may terminate the Contract immediately by serving notice on the other, and neither party shall be liable to the other by reason of such termination.
14.2 Either party is entitled to sub-contract the performance of any of its obligations under the Contract provided that such party shall be liable for its obligations under the Contract to the same extent as if it had carried out the work itself. The Client shall not assign, transfer, charge 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 Company (such consent not to be unreasonably withheld or delayed).
14.3 The Contract and these Terms set out the entire agreement between the parties in relation to their subject matter and supersede all previous written or oral agreements, representations, undertakings, warranties or arrangements between the parties in relation to that subject matter. Each party acknowledges and agrees that in entering into the Contract it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract. Nothing in this Clause shall exclude or limit any liability of the parties arising as a result of any fraud or fraudulent misrepresentation.
14.4 Failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under the Contract.
14.5 The rights and remedies provided in the Contract are cumulative and (except as otherwise stated) are not exclusive of any rights or remedies provided by law.
14.6 All notices, requests, consents and authorisations made pursuant to the Contract must be in Writing and must, where the Company is the recipient, be sent to its chief trading address specified in the Contract (or such other trading address as is notified to the Client from time to time), and where the Client is the recipient, be sent to its registered office or chief trading address as specified in the Contract (or such other trading address as is notified to the Company from time to time). Notices may be sent either by first class mail or fax. Correctly addressed notices sent by first class mail are deemed to have been delivered seventy-two hours after posting. Notices sent by fax during the recipient’s business hours are deemed to have been delivered at the time set out in the transmission confirmation document and notices sent by fax outside the recipient’s business hours are deemed to have been sent on the first business hour of the recipient following transmission.
14.7 If any provision of the Contract is found to be illegal or unenforceable by any court of competent jurisdiction then that provision shall be deemed to be deleted, but without affecting the remaining provisions.
14.8 The parties do not intend to confer any rights on any third parties by virtue of the Contract and an entity which is not a party to the Contract shall have no right to enforce any of its terms.
14.9 Nothing in the Contract constitutes a partnership between the parties. Neither party is deemed to be the agent of the other for any purpose, and neither has the power or authority to bind the other or to contract in the name of the other, except as expressly set out in the Contract.
14.10 The formation, existence, construction, performance, validity and all aspects of the Contract or of any term of the Contract or of any non-contractual obligation undertaken or incurred in connection with the Contract (including those arising out of pre-contractual dealings) will be governed by the laws of England.
14.11 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or (as the case may be) to settle any disputes, which may arise out of or in any way relate to the Contract or its formation, existence, construction, performance or validity or of any non-contractual obligation undertaken or incurred in connection with the Contract (including those arising out of pre-contractual dealings) and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of England.