Terms and Conditions

1. THESE TERMS 

1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are Goods or Services.

1.2 Why you should read them. Please read these terms carefully before you accept the quotation. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. 

2. INFORMATION ABOUT US AND HOW TO CONTACT US 

2.1 Who we are. We/us/our (all references relate to) are Bradley Smallwood, trading as Smallwood Pest Solutions, a company based in England and Wales, whose head office is at 48 Chestnut Drive, Herne Bay, Kent, CT6 7PR.

2.2 How to contact us. You can contact us by telephoning our customer service team at 07922 003676 or by writing to us at Smallwoodpestsolutions@outlook.com.

2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. OUR CONTRACT WITH YOU 

3.1 How we will accept your order. Our acceptance of your order will take place when, following your written acceptance of our quote, we tell you that we are able to provide you with the Goods and/or Services, at which point a contract will come into existence between you and us. Please note that the prices shown on are valid for a period of 30 days from the date of the original quote or estimate.

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Goods and/or Services. This might be because products are out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

3.3 Sales literature and website.  Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues, brochures or on our website or social media platforms are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force. 

3.4 Allowing us to commence work immediately (Consumers only). By accepting these terms and entering this contract, you expressly agree (where applicable) to waive any rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, which permit you a 14 day ‘cooling off’ period. By doing so this will allow us to commence work immediately. 

3.5 These Conditions apply to the Contract to the exclusion of any other terms thatyou seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4. OUR GOODS 

4.1 Goods may vary slightly from their pictures. The images of the products in our brochure, social media platforms or on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours or the printed pictures in brochures accurately reflect the colour of the products. Your product may vary slightly from those images. 

4.2 Quality of Goods. We warrant that on delivery, the Goods shall:

(a)  conform with their description and any applicable Goods Specification;

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

(c)  be of satisfactory quality (within the meaning of the Consumer Rights Act 2015);

(d)  have the benefit of the Manufacturer’s Warranty/Guarantee. 

4.3 Replacement Goods. Subject to Clause 4.6, we shall, at our option, replace the defective Goods if:

(a)  you give notice in writing within 7 days of receipt of the Goods;

(b)  we are given a reasonable opportunity of examining such Goods; and

(c)  you (if asked to do so by us) return such Goods to our place of business at your cost if you have changed your mind.

4.4 Liability for Goods. We shall not be liable for the Goods’ failure to comply with the terms of Clause 4.3 if:

(a)  you make any further use of such Goods after giving a notice in accordance with Clause 4.3;

(b)  the defect arises because you failed to follow our or the Manufacturers verbal or written instructions as to the use or maintenance of the Goods or (if there are none) good trade practice;

(c)  you alter or amend the Goods without our written consent;

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

(e)  the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

4.5  Except as provided in this Clause 4, we shall have no liability to you in respect of the Goods’ failure to comply with the terms set out in Clause 4.2.

4.6 When you become responsible for the Goods. The Goods and materials and their risk will be your responsibility from the time we deliver them to the address you gave us.

4.7 When you own Goods. The title to the Goods and materials shall not pass to you until we have received payment in full (in cash or cleared funds).

4.8 Legal title to the Goods. Until title to the goods has passed to you, (where necessary) you shall:

(a) store the goods separately from all other goods held buy you so that they remain readily identifiable as our property;

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

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

(d) give us such information relating to the Goods as we may require from time to time.

4.9 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us.

5. YOUR RIGHTS TO MAKE CHANGES 

5.1 If you wish to make a change to the Goods you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. OUR RIGHTS TO MAKE CHANGES 

6.1 Minor changes to the Goods. We reserve the right to change the Goods:

(a)  to reflect changes in relevant laws and regulatory requirements; and

(b)  to implement minor technical adjustments and improvements.

7. SUPPLY OF SERVICES  

7.1 These Terms and Conditions apply to the Pest Control Services provided by us. Full details of the specific Services which are to be provided to you will be detailed in the Quote.

7.2 When we will provide the Goods and Services. During the order process we will let you know when we will provide the Goods and Services to you. Please note that we reserve the right to change this date at our discretion and will notify you should this be necessary. 

7.3 Prior to Services commencement. Please make sure that works area/site is clear. We will not be liable for any damage which may occur due to moving of furniture, fixtures, fittings and valuables.

7.4 Tenants. If you have any tenants at the property/site which we are instructed to visit, please ensure that the tenant(s) are aware of our attendance and able to provide us access. Please note that if we are not provided access, we reserve the right to class this as a cancellation and charge you accordingly (see Clause 10.4).

7.5 Insecticides. Please ensure that the property/site is prepped for insecticidesbeing used. Where necessary, we will send you insecticide prep information documents advising you of the appropriate measures required to adhere to our requirements. If you fail to do so we reserve the right to charge you accordingly (see Clause 12.4).  

7.6 Critical safety data information. advising of the materials used and any precautions that are required will be left with you and or Emailed copy will be sent. It is a requirement of the Health and Safety at Work etc. Act 1974 and the Control of Pesticides Regulations 1986 that you read this information, comply with it and keep the information on your premises for ready reference in case of any accident or emergency.

7.7 Dogs. If we are required to use dogs as part of our pest control services, we will not be liable if any damage occurs when the services are carried out or if any blood or urine is left on your carpets or flooring.

7.8 Pets and livestock. If you have any pets or livestock, it is your responsibility to ensure that they are secured safely and kept away from any areas which are being used for baiting and or a dog is in use. Please note that we will not be liable if yourpets or livestock consume any bait. 

7.9 Drainage Valves. If we are required to instal drainage valves as part of the Services, it will be your obligation to periodically inspect these. Please note that we will not be liable for any blockages (which include an flooding or damage) which may be caused by their installation. 

7.10 Traps in public areas. The following terms apply when traps are being used as part of the services:

(a) you will be liable if the trap is damaged or stolen whilst in a public place; 

(b) if you are a business and receive any bad publicity due to our traps or services being carried out being seen, we will not be liable. 

7.11 Use of CCTV. Some of our Services require the use CCTV on occasions (especially on rodent jobs). If this is require, we may install a CCTV camera into a specific area, such as (but not limited to) loft space, garden etc… to monitor theactivity, traps or to confirm species. The cameras in question work on mobile data and can be viewed by us for monitoring purposes only. Please note that our CCTV access is fully secure and password protected to ensure your security. 

7.12 Use of guns. Some of our Services require us to use guns for culls inside buildings and also outside. If this is required, we will notify you and advise of the required steps to be taken to ensure that this can be carried out in a safe manner. 

7.13 Traps at your property. ​If we are required to lay traps at your property you will be liable for the cost of them if they are stolen, damaged or your or a tenant refuse us access to retrieve equipment.

7.14 We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable and direct or indirect loss caused by such delays. 

7.15 Disruption. Providing our Services can potentially cause disruption. Unless we are directly responsible for it, we will not be liable for loss or damage to your property (including any cleaning needed) or any other type of loss. 

7.16 Additional services. Our team is there to carry out the work that has been quoted and agreed with you. If you require any additional Goods or Services, in addition to what we originally quoted for, please notify us and we will advise you of the additional fees involved.  

8. YOUR OBLIGATIONS UNDER THE CONTRACT

8.1 Additional Obligations. In addition to any, and all other obligations within this contract, you shall:

(a)  ensure that the terms of the order and any information it provides in (in relation to the Goods and Services to be provided) are complete and accurate;

(b)  co-operate with us in all matters relating to the Goods and Services;

(c)  provide us, our employees, agents, consultants, and subcontractors, with full and clear access to the location where the Goods and Services are to be supplied and other facilities as reasonably required by the us;

(d)  provide us with such information and materials as we may reasonably require in order to supply the Goods and Services, and ensure that such information is complete and accurate in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and Services before the date on which we start; 

(f) notify us of anything which may present a hazard or danger to anyone carrying out work in your property/site;

(g) provide us with parking within 20 metres of the property/site; 

(h) where applicable, keep all materials, equipment, documents, and other property of ours (Supplier Materials) at your premises in safe custody at its own risk, maintain these Goods and Materials in good condition until returned to us, and not dispose of or use the goods and Materials other than in accordance with our written instructions or authorisation;

(i) comply with all applicable laws, including health and safety laws.

8.2 Client default. If our performance of any of our obligations under the contract are prevented or delayed by any act or omission by you or your agents, sub-contractors, or employees, or by failure by you to perform any relevant obligation, then:

(a)  without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the ClientDefault prevents or delays our performance of any of its obligations;

(b)  we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of your obligations as set out in this Clause 8.2; 

(c)  you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

9. IF THERE IS A PROBLEM WITH THE GOODS OR SERVICES 

9.1 How to tell us about problems. If you have any questions or complaints about the goods or services, please contact us. You can telephone our customer service team at 07922 003676 or by writing to us at Smallwoodpestsolutions@outlook.com.

9.2 Summary of your legal rights. We are under a legal duty to supply goods and materials that are in conformity with this contract. Nothing in these terms will affect your legal rights.

10. PRICE AND PAYMENT 

10.1 The Price and Payment for goods and services. 

(a) the charges shall be calculated on a time and material basis, with specific details stipulated in the quote and payment will be required in accordance with Clause 10.1(b);

(b) the fees for the agreed Goods and Services (specific details will be provided within the Quote) will be charged in the following manner: 

works with a value up to £999.99

(i) payable immediately in full upon completion;

Works with a value of £1,000.00 and over

(ii) 50% deposit payable at point of order;(iii) 50% immediately payable upon completion;

Multi visit treatments

(iv) payment in full must be made on or before the initial visit to site.

10.2 Where to submit payment. You shall pay each invoice submitted by us in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract. 

10.3 VAT. Where applicable, all amounts payable by you under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). Please note that prices are subject to change if rates change. 

10.4 Cancellation by you prior to commencement. Please note that if you cancel at any point prior to us commencing the agreed services, you will be liable to pay a cancellation fee. If a deposit has been paid, this will be retained as a cancellation fee, however if no such payment has been made then you will be liable to pay a fee of 20% of the agreed works value. 

10.5 Late payment. If you fail to make a payment due to us under the Contract by the due date, then, without limiting the our remedies under Clause 12, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 10.6 will accrue each day at 4% (Consumers) or 8% (Commercial Clients) a year above the Bank of England’s base rate from time to time, but at 4% or 8% (whichever is applicable) a year for any period when that base rate is below 0%.

10.6 Debt Recovery and Legal Fees. Under the terms of this agreement, you agree to pay any and all legal costs, fees and disbursements incurred by us instructing Debt Recovery agents or legal representatives to recover outstanding sums owed under the contract, or any disputes which may arise. 

10.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU 

11.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

11.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products and for defective products under the Consumer Protection Act 1987.

11.3 Further limitations of our potential liability to you. Subject to the terms of Clause 11.2, we shall not be liable to you, 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) any pre-existing issues;

(g) any injury, loss or damage caused by traps on your property/site (this will remain your liability);

(h) loss of or damage to goodwill; and

(i)  any indirect or consequential loss.

11.4 Our total liability. Subject to Clause 11.3 our total liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.

11.5 Exclusion. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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.

11.6 Claims. All claims against us must be brought within one 1 year after the cause of action arises and you agree to waive any statute of limitations which might apply by operation of law or otherwise.

11.7 This Clause 11 shall survive termination of the Contract.

12. ENDING THE CONTRACT 

12.1 Your rights to end the contract before works commence. Without affecting any other right or remedy available to it, you may terminate the contract prior to agreed works date by giving us no less than 24 hours written notice, prior to the agreed work commencement date. Please note that you will be liable for the Cancellation  Fee in accordance with Clause 10.4.

12.2 Your rights to end the contract after work has commenced. Without affecting any other right or remedy available to it, you may terminate the Contract by providing us immediate written notice if:

(a)  we commit a material breach of our obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days, after receipt of notice in writing to do so;

(b)  we take 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 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) we suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of our business.

12.3 Our rights to end the contract before works commence. Without affecting any other right or remedy available to it, we may terminate the contract prior to agreed works commencing by giving you 24 hours written notice. Please note that in these circumstances we will refund any advanced fee paid.

12.4 Our rights to end the contract. If we cancel the contract because we have legitimate concerns over the safety of the treatment, or we believe the treatment could be compromised or where we believe our safety rules may not be adhered to (decisions will be at our discretion), then we shall treat this as cancelled by us, callout charges will be applied. If any payments have been made in advance, a refund will be issued less any call out charges and or material costs. Reasons for non-treatment include (without limitation):

(a) risk to aquatic life from contamination by application of insecticides;

(b) un-boarded lofts which are deemed unsafe to negotiate;

(c) uncovered water tanks near the habitat;

(d) protected species habitat located in any part of the treatment area;

(e) habitat entrance located on high roofs with no loft access that require multistageladders;

(f) if pre and or post treatment advice sheets have not been followed to our satisfaction;

(g) sites which cannot be safely treated by our technician, such as power lines close by or above a conservatory; or

(h) any other legitimate relevant health and safety restriction.

We reserve the right to withdraw from any works we have started where we have concerns that continuing any treatment may not be safe or where our poisons, bait or other equipment have been interfered with. In such cases no refund will be provided.

12.5 Our further rights to end the contract. Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving you written notice if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 24 hours of being notified in writing to do so;

(b) fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with entering bankruptcy, administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(d) (where applicable) you suspend, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; 

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or

(f) (where applicable) there is a change of control of your business.

12.6 Suspension of services. Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between us, if the you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in Clause 12.5(c) to Clause 12.5(f), or we reasonably believes that you are about to become subject to any of them.

13. CONSEQUENCES OF ENDING THE CONTRACT 

13.1 What happens if the contract is ended early. On ending the Contract:

(a) If work has not commenced you will be liable to pay the Cancellation Fee (see Clause 10.4). If no advanced payment has been received, we shall submit you an invoice, which shall be payable by you immediately on receipt; or

(b) If work has commenced, we will retain any advanced payment received and you will also be liable to pay for all works (including Goods and Materials) carried out up to the point of Termination. In respect of any Goods, Products, Materials and Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; and

(c) you shall allow us to return to collect all of our Equipment and Plant. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose whatsoever.

13.2 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.

13.3 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.

14. DATA PROTECTION & PROCESSING 

14.1 We both acknowledge that for the purposes of General Data Protection Regulation (GDPR), that you are the Data Controller, and we are the Data Processor in respect of any Personal Data.

14.2 We shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the you.

14.3 We will take all reasonable measures to ensure they adhere to its obligations under Articles 30 and 32 of GDPR taking into account the information that the Data controller has made available to it.

14.4 We shall take reasonable steps to ensure the reliability of all our employees who have access to the Personal Data.

14.5 We both warrant to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.

14.6 We warrant that, having regard to the state of technological development and the costs of implementing any measures, we will:

(a)  take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, or damage; and

(ii) the nature of the data to be protected. 

(b)  take reasonable steps to ensure compliance with those measures.

14.7 We both agree to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 14.

14.8 You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.

14.9 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

15. OTHER IMPORTANT TERMS 

15.1 Intellectual Property Rights  

(a) All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.

(b) You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you. 

15.2 Force Majeure. Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control..

15.3 Social Media. We are permitted to take and use photographs and videos and share details of the Services (and Goods) we have provided within the Contract for promotional purposes including, but not limited to on our own website, social media, case studies and blogs and /or any other reasonable means of promotion. Please note that the photographs and videos may be taken by an appointed third party.

15.4 Assignment and other dealings

(a)  We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under the Contract.

(b)  You shall not assign, transfer, subcontract, delegate, or deal in any other manner with any of its rights and obligations under the Contract. 

15.5 Notices

(a)  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 principal place of business; or sent by email to the address specified in the quote or order.

(b)  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.

(c)  This clause does not apply to the service of any proceedings or other documents in any legal. 

15.6 Severance. 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.

15.7 Waiver. 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.

15.8 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

15.9 Entire agreement.

(a)  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.

(b)  Each party acknowledges that in entering 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 misrepresentation] based on any statement in the Contract.

(c)  Nothing in this clause shall limit or exclude any liability for fraud.

15.10 Third parties’ rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.11 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

15.12 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.

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

Drafted by MJL Law Limited 05/03/2026, version 1.