iProTech™ systems Legal Information
iProTech™ is a group of private limited companies registered in England and Wales.
iProTech Systems Limited, Registered in England No. 8549409
iProTech Limited, Registered in England No. 6928325 VAT No: GB 123 7141 46
iProTech Solutions Limited, Registered in England No. 8605989
Registered office: 3rd Floor, 86-90 Paul Street, London EC2A 4NE
The following terms and conditions apply to the above named limited companies.
[togglecontainer id=”ske_container” state=”open” effect=”1″] [togtitle]Terms and Conditions[/togtitle] [togcontent]
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“The Commissioning Date”
means the date on which the Equipment is accepted by the Customer pursuant to Clause 12 or one month after operational use by the Customer of the Equipment has begun or a system design created pursuant to the Consulting Services is delivered to the Customer or the Consulting Service visit has concluded, whichever shall be the later.
means all information obtained by one party from the other pursuant to this Agreement which is expressly marked as confidential or which is manifestly of a confidential nature or which is confirmed in writing to be confidential.
means the delivery date specified in the Project Schedule or such extended date as may be granted pursuant to clause 15.
means the computer equipment specified in the Project Schedule and any replacement equipment and/or parts provided pursuant to clauses 2, 19 or 26 and the Integral Software as the context admits or the case may require.
“The Equipment Price”
means that part of the Price payable in respect of the Equipment as specified in the Project Schedule.
means the computer software forming part of the Equipment as specified in the Project Schedule.
means the Customer’s premises in which the Equipment or Replacement Equipment is to be installed or in which the Consulting Services visits will be made as specified in the Project Schedule.
means the price for the Equipment and the services to be provided hereunder as specified in the Project Schedule.
means the supply of the products and services in accordance with Clause 2.
means the list of equipment and services provided by the Supplier to be approved and agreed by Customer prior to commencement of the Project provided that the list may be amended and/or updated during the continuance of the Project.
means any replacement computer parts, equipment or additional software provided to Customer resulting from and provided as part of the Consulting Service visits and not appearing in the Project Schedule.
means the consulting services to be provided by the Supplier pursuant to this Agreement.
2 Products and services to be provided
1 iProTech hereby agrees to:
(a) sell the Equipment to the Customer free from any encumbrances;
(b) deliver the Equipment to and install it at the Location on the Delivery Date;
(c) provide a licence for the Customer to use the Software; and
(d) provide the Consulting Service visits described in the Project Schedule;
(e) or any combination of these as detailed in the Project Schedule.
upon the terms and conditions hereinafter contained.
(2) iProTech reserves the right prior to delivery of the Equipment to substitute an alternative item of equipment for any item of equipment agreed to be supplied hereunder provided that such substitution will not materially affect the performance of such equipment and will not result in any increase in the Price. Operating supplies and consumables such as disk packs, stationery, printing cartridges and similar accessories are not supplied as part of the Equipment.
(3) As part of the Consulting Services visits the Supplier shall review the requirements of the Customer and advise it on the most appropriate type of computer system to fulfill the requirements of the Customer as set out in the Project Schedule.
(4) The Consultant shall devote to its obligations hereunder such of its time, attention and skill as may be necessary for the proper performance of those obligations.
(5) In the event that any change to the nature or scope of the Customer’s requirements as detailed in the Project Schedule is identified as being desirable by either iProTech or the Customer, a request may be submitted to the other party to effect such change. Any such request shall be sufficiently detailed to enable the other party to assess the impact of the proposed change. No such change will become effective until agreed in writing between the parties.
3 Price and payment
(1) The Price shall be paid by the Customer as to 15 per cent upon the Customer’s first agreement of the Project Schedule (by way of deposit) and as to the balance upon the Commissioning Date or other such time as may be agreed and recorded in the Project Schedule. Any charges payable by the Customer under this Agreement in addition to the Price shall be paid on the Commissioning Date.
(2) iProTech shall be entitled to increase the Equipment Price to compensate it for the effect of currency fluctuations after the Price has been recorded in the Project Schedule. The amount of such increase shall be paid by the Customer on the Commissioning Date.
(3) The Price and any additional charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Customer.
(4) If any sum payable under this Agreement which is not subject to a bona fide dispute is not paid within 7 days after the due date then (without prejudice to iProTech’s other rights and remedies) iProTech reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 2 per cent above the base rate of Barclays Bank Plc (or such other London Clearing Bank as the Supplier may nominate) from time to time in force compounded quarterly. Such interest shall be paid by the Customer on demand by iProTech.
(5) The supply of Replacement Parts is not included in the Price and shall be charged for separately. The terms of payment contained in this Agreement shall in all other respects apply to supply of the Replacement Parts.
4 Title and risk
(1) The legal and beneficial ownership of the Equipment and Replacement Equipment shall pass to the Customer on payment in full and in cleared funds of the Price and any other sums which may then be due under this Agreement.
(2) Risk in the Equipment and Replacement Equipment shall pass to the Customer on delivery of the Equipment or Replacement Equipment to the Location and accordingly the Customer shall be responsible for insuring the Equipment and Replacement Equipment against all normal risks with effect from the time risk passes.
(3) In relation to each item of Software the copyright, design right or other intellectual property rights in which are owned by a third party (“the software owner”) as identified in the Project Schedule the performance by iProTech Ltd of its obligations under this Agreement is in all respects conditional upon the Customer entering into on the date of this Agreement an end-user licence agreement with the software owner or (as the case may be) a sub-licence agreement with iProTech (in either case a “Licence Agreement”) governing the use by the Customer of that item of Software as may be required by the software owner, and the Customer agrees with iProTech as a term of this Agreement to be bound and abide by the terms and conditions of each such Licence Agreement.
5 Location preparation
iProTech shall advise the Customer in reasonable time before delivery of the Equipment or Consulting Service visits such information and assistance as may be reasonably necessary to enable the Customer to prepare the Location for the installation of the Equipment or the Consulting Service visits and to provide proper environmental and operational conditions for the efficient working and maintenance of the Equipment or Consulting Service visits. The Customer shall at its own expense prepare the Location and provide such environmental and operational conditions prior to delivery.
6 Information and access
(1) The Customer undertakes to provide iProTech promptly with any information requested which iProTech may reasonably require from time to time to enable iProTech to precede with the performance of this Agreement without undue delay or impediment.
(2) The Customer shall, for the purposes of this Agreement, afford to the authorised personnel of iProTech during normal working hours reasonable access to the Location and shall provide adequate free working space and such other facilities as may be reasonably necessary for the installation of the Equipment or the Consulting Service visits. iProTech’s personnel shall comply with all health and safety procedures in effect at the Location and notified by the Customer to iProTech or its staff or of which they ought to have been reasonably aware.
7 Consultant’s undertakings
iProTech warrants and undertakes to the Customer that:
(1) iProTech and has the necessary skill and expertise to provide the Consulting Services on the terms set out in this Agreement and for the avoidance of doubt agrees that the warranty in this sub-clause does not negative or vary its obligations to the Customer under the Supply of Goods and Services Act 1982;
(2) iProTech Ltd will provide independent and unbiased advice to the Customer in relation to the Project;
(3) the Consulting Services will be provided in a timely and professional manner and in accordance with the time schedules reasonably stipulated by the Customer provided always that time shall not be of the essence in this regard, will conform to the standards generally observed in the industry for similar services and will be provided with reasonable skill and care;
(1) (a) On the Delivery Date iProTech shall deliver the Equipment to the Location;
(b) iProTech shall not carry out or be responsible for the removal of doors, widening of entrances or any other structural work of any description for the purpose of moving the Equipment to the Location, which work shall be undertaken by the Customer at its own expense prior to delivery;
(c) The Customer shall be responsible for all reasonable costs incurred by iProTech in providing any special equipment, personnel or works reasonably necessary to move the Equipment to the Location. Such costs shall be paid by the Customer in addition to the Price.
(2) Save for the special delivery costs referred to in sub-clause 8(1) (c) the Price includes the cost of delivery of the Equipment to the Location by any method of transport selected by iProTech. All packing cases, skids, drums and other packing materials used for delivery of the Equipment to the Location must be returned by the Customer to iProTech in good condition and at the Customer’s expense. iProTech reserves the right to charge for any such cases and materials not so returned.
(1) iProTech shall install the Equipment at the Location on the Delivery Date.
(2) If in the reasonable opinion of iProTech it is necessary to remove or otherwise disconnect any of the Customer’s existing equipment at the Location in order to carry out the installation of the Equipment, then the Customer shall permit, and obtain all necessary consents for, such removal and/or disconnection and shall give iProTech all necessary assistance to enable such work to be carried out.
10 Time not of the essence
The time of delivery and installation of the Equipment or Replacement Equipment shall not be of the essence of this Agreement provided always that iProTech shall use all reasonable endeavours to complete the delivery and installation as soon as reasonably possible thereafter.
11 Installation Tests
(1) iProTech shall, within 14 days after the Equipment or Replacement Equipment has been installed, submit the Equipment, Replacement Equipment or Software to iProTech’s standard installation tests (“the Installation Tests”) to ensure that the Equipment, Replacement Equipment or Software and every part thereof is in full working order.
(2) If the Equipment or Replacement Equipment or any part of the Equipment or Replacement Equipment or any element of the Software fails to pass the Installation Tests then, if requested by the Customer, the Installation Test or Tests for the Equipment or Replacement Equipment or for such part or parts of the Equipment or Replacement Equipment or any element of the Software as have failed the Installation Test or Tests shall be repeated within a reasonable time thereafter up to a maximum of 3 such repeated tests for the Equipment as a whole or for any one part of the Equipment or Replacement Equipment as may be substituted by iProTech pursuant to clauses 2, 19 or 26 hereof.
(1) Once the Equipment or Replacement Equipment and every part thereof including the Software have successfully passed the Installation Tests the Equipment or Replacement Equipment shall be accepted by the Customer.
(2) If the Equipment or Replacement Equipment or any part thereof including the Software has failed to pass the Installation Tests (including any repeat Installation Tests authorised by the Customer pursuant to clause 11(2)), the Customer may reject the Equipment or Replacement Equipment.
13 Electromagnetic compatibility
(1) In this clause the expression “Electromagnetic Equipment” means any part or parts of the Equipment which are electric or electronic and covered by the Electromagnetic Compatibility Regulations 1992, as amended.
(2) The Customer undertakes to iProTech that it will not make any modification to the Electromagnetic Equipment without the prior written consent of iProTech.
(1) In this clause the expression “Relevant Equipment” means any part of the Equipment which is intended to be connected to any telecommunication system which is, or is to be connected to, a public telecommunication system.
(2) If the Customer connects the Relevant Equipment to any telecommunication system the Customer shall be responsible for obtaining the consent of the owner of that system (if necessary) to such connection and for complying with all conditions relating thereto.
(3) The Customer undertakes to iProTech that it will not make any modification to the Relevant Equipment without the prior written consent of iProTech.
(4) Where any data transmission speeds are given by iProTech in relation to the Equipment, such speeds are at all times subject to any conditions attached to the use of the relevant modem, cabling or telecommunication equipment at the speeds indicated and to the capability of such modem, cabling or other telecommunication equipment to achieve such speeds.
15 Force majeure
Notwithstanding anything else contained in this Agreement, neither party shall be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party) provided however, that any delay by a sub-contractor or supplier of the party so delaying shall not relieve that party from liability for delay except where such delay is beyond the reasonable control of the subcontractor or supplier concerned. Subject to the affected party promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay), the performance of the affected party’s obligations shall be suspended during the period that the said circumstances persist and the affected party shall be granted an extension of time for performance equal to the period of the delay. Save where such delay is caused by the act or omission of the other party (in which event the rights, remedies and liabilities of the parties shall be those conferred and imposed by the other terms of this Agreement and by law):
(a) any costs arising from such delay shall be borne by the party incurring the same;
(b) either party may, if such delay continues for more than 5 weeks, terminate this Agreement forthwith on giving notice in writing to the other in which event neither party shall be liable to the other by reason of such termination, save that the Customer shall pay iProTech a reasonable sum in respect of any work carried out by it prior to such termination and for that purpose iProTech may deduct such sum from any amounts previously paid by the Customer under this Agreement (the balance (if any) of which shall be refunded to the Customer whether paid by way of a deposit or otherwise);
(c) both parties will in any event use all reasonable endeavours to avoid or mitigate the impact of any event of force majeure and to recommence performance of their obligations under this Agreement as soon as reasonably possible.
16 Customer’s default
If iProTech is prevented or delayed from performing its obligations under this Agreement by reason of any act or omission of the Customer (other than a delay by the Customer for which the Customer is excused under clause 15), then the Customer will pay to iProTech all reasonable costs, charges and losses sustained or incurred by iProTech as a result (including without limitation the cost of storage and insurance of the Equipment), subject always to the limits on liability in clause 27. iProTech shall promptly notify the Customer in writing of any claim which it may have under this Clause giving such particulars thereof as it is then able to provide.
(1) If the Customer wishes to cancel this Agreement in respect of all or any part of the Equipment (other than for any breach of this Agreement by iProTech as would entitle the Customer to terminate) then the Customer shall be entitled so to do at any time up to 14 days prior to the Delivery Date upon giving written notice to iProTech and upon paying to iProTech as agreed and liquidated cancellation charges:
(a) a sum equal to 6 per cent of the elements of the Price relating to the Equipment (or such part or parts of it as have been cancelled); and
(b) a sum equal to 12 per cent of such elements of the Price, reduced by 1 per cent in respect of each complete calendar month unexpired between the date of cancellation and the Delivery Date.
(2) In the event that the Customer cancels this Agreement within 30 days before Delivery Date then such deposit as shall have been paid by the Customer to iProTech under clause 3(1) hereof shall be forfeited to iProTech and not be recoverable by the Customer from iProTech.
(3) The amount of the Customer’s deposit paid under clause 3(1), if forfeited to iProTech, shall be deducted from the cancellation charges payable under sub-clause (1).
Until iProTech shall have received such payment, the Customer’s notice of termination shall be of no effect and iProTech may treat this Agreement as subsisting.
(1) This Agreement may be terminated forthwith by either party on giving notice in writing to the other. If the other party shall have a receiver or administrative receiver appointed or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.
(2) This Agreement may also be terminated forthwith by either party on giving notice to the other if the other party is in material breach of the terms of this Agreement and has failed to rectify such breach (in the case of a breach capable of being remedied) within 30 days of receiving a written notice requiring it to do so.
(3) Any termination under sub-clauses (1) or (2) shall discharge the parties from any liability for further performance of this Agreement and in the case of a termination by iProTech, shall entitle iProTech to enter any of the Customer’s premises and recover any equipment and materials which are the property of iProTech (and so that the Customer hereby irrevocably licenses iProTech, its employees and agents to enter any such premises for that purpose) and also to be paid a reasonable sum for any work carried out by it prior to such termination, and in the case of a termination by the Customer, shall entitle the Customer to be repaid forthwith any sums previously paid under this Agreement (whether paid by way of a deposit or otherwise) and to recover from iProTech the amount of any direct loss or damage sustained or incurred by the Customer as a consequence of such termination.
(4) Any termination of this Agreement (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 hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
19 Warranties and performance
(a) iProTech warrants that the Equipment will be free from material defects in materials, workmanship and installation for a period of 12 months after the Commissioning Date (“the Warranty Period”).
(b) If iProTech receives written notice from the Customer of any breach of the said warranty then iProTech shall at its own expense and within a reasonable time after receiving such notice, repair or, at its option, replace the Equipment or such parts of it as are defective or otherwise remedy such defect, provided that iProTech shall have no liability or obligations under the said warranty unless it shall have received written notice of the defect in question no later than the expiry of the Warranty Period. The legal and beneficial ownership of the Equipment or any defective parts shall revert to iProTech upon the replacement of the Equipment or such defective parts (as the case may be), whereupon the legal and beneficial ownership of the replacement Equipment or parts shall vest in the Customer.
(c) iProTech shall have no liability or obligations under the said warranty other than to remedy breaches thereof by the provision of materials and services within a reasonable time and without charge to the Customer, save that if iProTech shall fail to comply with such obligations within a reasonable time, it shall be liable in damages to the Customer provided that its liability for such failure shall be limited to a sum equal to the Price. The foregoing states the entire liability of iProTech, whether in contract or tort, for defects in the Equipment notified to it after the Commissioning Date other than liability assumed under clause 27.
(d) The said warranty is contingent upon the proper use of the Equipment by the Customer and does not cover any part of the Equipment which has been modified without iProTech’s prior written consent or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will such warranty apply if repair or parts replacement is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electric power, air conditioning, humidity control or other environmental conditions.
(2) iProTech warrants to the Customer that the Equipment complies fully as to noise heat radiation and all other characteristics with the requirements in the Health and Safety (Display Screen Equipment) Regulations 1992 and in particular that the display screens and keyboards comply fully with the said Regulations.
(3) iProTech does not give any warranty that the Equipment is fit for any particular purpose unless that purpose is specifically advised to iProTech in writing by the Customer and iProTech confirms in writing that the Equipment can fulfil that particular purpose.
(4) iProTech does not warrant that the Equipment will achieve any particular performance criteria unless:
(a) iProTech has specifically guaranteed such criteria in writing, subject to specified tolerances and subject to further limitations on its liability by reference to an agreed sum as liquidated damages; and
(b) the environmental conditions specified by iProTech are maintained.
The payment by iProTech of such liquidated damages shall be in full satisfaction of any liability of iProTech in respect of the Equipment failing to achieve such performance criteria.
(5) The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
20 Customer’s warranty
The Customer hereby warrants to iProTech that the Customer has not been induced to enter into this Agreement by any prior representations or warranties, whether oral or in writing, except as specifically contained in this Agreement and the Customer hereby irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained herein (unless such misrepresentation or warranty was made fraudulently and was relied upon by the Customer) and/or to rescind this Agreement.
Each party shall treat as confidential all Confidential Information and shall not divulge such Confidential Information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to this Agreement, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is trivial or obvious. Each party shall ensure that its employees are aware of and comply with the provisions of this clause. If iProTech shall appoint any subcontractor then iProTech may disclose Confidential Information to such subcontractor subject to such subcontractor giving the Customer an undertaking in similar terms to the provisions of this clause, and iProTech shall in any event be responsible for any breach of the obligations of confidentiality contained in this clause 21 by such subcontractor. The foregoing obligations as to confidentiality shall survive any termination of this Agreement.
22 Operating manuals and training
(1) iProTech shall provide the Customer with at least 1 copy of a set of operating manuals containing reasonably sufficient information for the proper operation of the Equipment. If the Customer requires further copies of such operating manuals then these will be provided by iProTech in accordance with its standard scale of charges from time to time in force.
(2) iProTech shall provide training in the use of the Equipment for the Customer’s staff as set out in the Project Schedule. Any additional training required by the Customer shall be provided by iProTech in accordance with its standard scale of charges from time to time in force and at such times and to such extents as may be agreed between the parties.
23 Removal of labels
The Customer shall not change, remove or obscure any labels, plates, insignia, lettering or other markings which are on the Equipment or Replacement Equipment at the time of installation thereof.
The parties hereby acknowledge that this Agreement does not oblige Supplier to undertake on-going maintenance of the Equipment, Replacement Equipment or Software to the Customer. The parties may enter into a maintenance agreement following installation of Equipment, Replacement Equipment or Software accordance with Supplier’s terms and conditions.
25 Export control
(1) The Customer warrants that he will not re-export the Equipment or any part of it in contravention of the Export Control Act 2002 or any subordinate legislation under the Act.
26 Intellectual property rights indemnity
(1) iProTech will indemnify the Customer and keep the Customer fully and effectively indemnified on demand against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the normal use or possession of the Equipment, Replacement Equipment or Software infringes the UK intellectual property rights (including without limitation any patent, copyright, registered design, design right or trademark) of any unaffiliated third party, subject to the following conditions:
(a) the Customer shall promptly notify iProTech in writing of any allegations of infringement of which it has notice and will not make any admissions without iProTech’s prior written consent nor take any step (or omit to take any step) which would prejudice iProTech Ltd’ defence of the claim;
(b) the Customer, at iProTech’s request and expense, shall allow iProTech (subject to paragraph (c) below) to conduct and/or settle all negotiations and litigation resulting from any such claim;
(c) the Customer shall, at the request of iProTech, afford all reasonable assistance with such negotiations or litigation, and shall be reimbursed by iProTech for any reasonable out of pocket expenses incurred in so doing.
(2) The indemnity given under sub-clause (1) above will not apply to infringement arising out of the use of the Equipment or any part thereof in combination with any equipment and/or computer programs not supplied or approved by iProTech for use with the Equipment or by reason of any modification or alteration made to the equipment other than by iProTech or with iProTech’s prior written consent.
(3) If the Customer’s normal use or possession of the Equipment is held by a court of competent jurisdiction to constitute an infringement of a third party’s intellectual property rights or if iProTech is advised by legal counsel that such use or possession is likely to constitute such an infringement then iProTech shall promptly and at its own expense:
(a) procure for the Customer the right to continue using and possessing the Equipment; or
(b) modify or replace the Equipment (without detracting from its overall performance) so as to avoid the infringement (in which event iProTech shall compensate the Customer for the amount of any direct loss and/or damage sustained or incurred by the Customer by reason of such modification or replacement); or
(c) if (a) or (b) cannot be accomplished on reasonable terms, remove the Equipment from the Location and refund the Price to the Customer.
(4) The foregoing states iProTech’s entire liability to the Customer in respect of the infringement of the intellectual property rights of any third party.
(1) iProTech shall indemnify the Customer and keep the Customer fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or breach of this Agreement by iProTech, its employees, agents or subcontractors or by any defect in the design or workmanship of the Equipment.
(2) The Customer shall indemnify iProTech and keep iProTech fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or breach of this Agreement by the Customer, its employees, agents or subcontractors.
(3) Except in respect of injury to or death of any person or any other liability which cannot be limited or excluded by law (for which no limit applies), the respective liability of iProTech and the Customer under sub-clauses (1) and (2) in respect of each event or series of connected events shall not exceed £250,000 .
(4) Notwithstanding anything else contained in this Agreement, neither party shall be liable to the other party for loss of profits or contracts (other than, in the case of iProTech, its net loss of future revenue from this Agreement), loss of goodwill or for any special, indirect or consequential loss whether arising from negligence, breach of contract or howsoever.
(5) iProTech shall not be liable to the Customer for any loss arising out of (and to the extent caused by) any failure by the Customer to keep full and up-to-date security copies of the computer programs and data it uses in accordance with best computing practice.
28 Waiver of remedies
No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
29 Entire agreement
This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof (save that neither party seeks to exclude liability for any fraudulent pre-contractual misrepresentation upon which the other party can be shown to have relied). No addition to or modification of any provision of this Agreement (including for the avoidance of doubt any substitution of the Equipment or any part of it pursuant to clauses 2, 19 and 26) shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.
All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address in England as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission when despatched.
In this Agreement:
(1) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;
(2) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporated; and (in each case) vice versa;
(3) the headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
32 Law & Disputes
This Agreement shall be governed by and construed in accordance with the laws of England and Wales . Any dispute which may arise between the parties concerning this Agreement shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose.
Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.
34 Third parties
The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
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