Terms & Conditions for API Services

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RDC AVIATION LIMITED - TERMS AND CONDITIONS FOR THE SUPPLY OF API SERVICES

  1. INTERPRETATION

    1.1 The definitions and rules of interpretation in this clause apply in this agreement.

    Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the RDC Services and the Documentation.

    Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

    Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

    Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 or clause 9.6.

    Documentation: the document made available to the Customer by the Supplier [online via rdcaviation.com or such other web address notified by the Supplier to the Customer from time to time] which sets out a description of the RDC Services and the user instructions for the RDC Services.

    Effective Date: the date of this agreement as shown on the Order Form.

    Fees: the RDC Services related fees payable by the Customer to the Supplier as set out in paragraph 1 of Schedule 1.

    Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, [industry schemes] and sanctions, which are applicable to either the Customer or an Authorised User [(but not the Supplier)] relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

    Initial Subscription Term: the initial term of 12 months commencing on the Effective Date.

    Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

    Order Form: the form issued by the Supplier and signed by the Customer, detailing the Initial Subscription Term, fees payable, effective date and any additional information relating to the supply of RDC Services

    RDC Data: any data provided by the RDC Services to the Customer

    RDC Services: the API services provided by the Supplier to the Customer under this agreement and Order Form via any of the Supplier’s API services including but not limited to

    https://api.airportcharges.com/api/v1/route/airport/
    https://api.rdcaviation.com/enroute/api/v1/total
    https://api.rdcaviation.com/enroute/api/v1/detail
    https://api.rdcaviation.com/emission/api/v1/co2

    or any other website notified to the Customer by the Supplier from time to time.

    Renewal Period: the period described in clause 12.1.

    Software: any online software applications provided by the Supplier as part of the RDC Services.

    Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

    Support Services Policy: the Supplier's policy for providing support in relation to the RDC Services as made available at rdcaviation.com or such other website address as may be notified to the Customer from time to time.

    Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

    Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

    1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

    1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

    1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

    1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

    1.8 A reference to writing or written includes e-mail.

    1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

  2. AUTHORISED USE

    2.1 Subject to the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences:

    • 2.1.1 To permit the Authorised Users to use the RDC Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
    • 2.1.2 To integrate the RDC Data into the Customer’s applications, solely for the Customer's internal business operations

    2.2 In relation to the Authorised Users, the Supplier shall provide each Authorised User with a secure password or secure passwords for use of the RDC Services and Documentation and the Customer shall ensure that each Authorised User shall keep any such password confidential.

    2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the RDC Services that:

    • 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    • 2.3.2 facilitates illegal activity;
    • 2.3.3 depicts sexually explicit images;
    • 2.3.4 promotes unlawful violence;
    • 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    • 2.3.6 is otherwise illegal or causes damage or injury to any person or property;
    • and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

    2.4 The Customer shall not:

    • 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
      • 2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the RDC Services, Software and/or Documentation (as applicable) in any form or media or by any means; or
      • 2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the RDC Services or Software.
    • 2.4.2 access all or any part of the RDC Services and Documentation in order to build a product or service which competes with the RDC Services and/or the Documentation;
    • 2.4.3 use the RDC Services and/or Documentation to provide services to third parties, except as permitted on the Order Form;
    • 2.4.4 cache data received via the RDC Services for a period longer than fourteen (14) days
    • 2.4.5 subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the RDC Services and/or Documentation available to any third party except the Authorised Users;
    • 2.4.6 use the RDC Services or the RDC Data in any way that may infringe any copyright or proprietary interests of RDC or RDC third-party data providers, or any other third parties
    • 2.4.7 attempt to obtain, or assist third parties in obtaining, access to the RDC Services and/or Documentation, other than as provided under this clause 2; or
    • 2.4.8 introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.

    2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the RDC Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

    2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

  3. SERVICES

    3.1 The Supplier shall, during the Subscription Term, provide the RDC Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

    3.2 The Supplier shall use commercially reasonable endeavours to make the RDC Services available 24 hours a day, seven days a week, except for:

    • 3.2.1 planned maintenance carried out during the maintenance window of [10.00 pm to 4.00 am UK time]; and
    • 3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

    3.2 The Supplier will, as part of the RDC Services, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the RDC Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

  4. THIRD PARTY PROVIDERS

    The Customer acknowledges that the RDC Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the RDC Services.

  5. SUPPLIER'S OBLIGATIONS

    5.1 The Supplier undertakes that the RDC Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

    5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the RDC Services contrary to the Supplier's instructions, or modification or alteration of the RDC Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the RDC Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.

    5.3 The Supplier:

    • 5.3.1 does not warrant that:
      • 5.3.1.1 the Customer's use of the RDC Services will be uninterrupted or error-free;
      • 5.3.1.2 that the RDC Services, Documentation and/or the information obtained by the Customer through the RDC Services will meet the Customer's requirements;
      • 5.3.1.3 the Software or the RDC Services will be free from Vulnerabilities;
      • 5.3.1.4 the Software, Documentation or RDC Services will comply with any Heightened Cybersecurity Requirements.
    • 5.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the RDC Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    5.4 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

    5.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

  6. CUSTOMER'S OBLIGATIONS

    6.1 The Customer shall:

    • 6.1.1 provide the Supplier with:
      • 6.1.1.1 all necessary co-operation in relation to this agreement; and
      • 6.1.1.2 all necessary access to such information as may be required by the Supplier;
      • in order to provide the RDC Services, including but not limited to security access information and configuration services;
    • 6.1.2 without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
    • 6.1.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
    • 6.1.4 ensure that the Authorised Users use the RDC Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
    • 6.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the RDC Services;
    • 6.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
    • 6.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
  7. CHARGES AND PAYMENT

    7.1 The Customer shall pay the Fees to the Supplier in accordance with this clause 7 and the Order Form.

    7.2 The Customer shall on the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details.

    7.3 The Supplier shall invoice the Customer for the Charges plus VAT if applicable yearly in advance of the Subscription Term. Each invoice shall include all reasonable supporting information required by the Customer

    7.4 The Customer shall pay each invoice due and submitted to it by the Supplier, within 14 days of receipt, to a bank account nominated in writing by the Supplier.

    7.5 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

    • 7.5.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the RDC Services and the Supplier shall be under no obligation to provide any or all of the RDC Services while the invoice(s) concerned remain unpaid; and
    • 7.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of The Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

    7.6 All amounts and fees stated on the order form or referred to in this agreement:

    • 7.6.1 shall be payable in the currency stipulated on the order form; and
    • 7.6.2 are, subject to clause 11.3.2, non-cancellable and non-refundable.

    7.7 If, at any time whilst using the RDC Services, the Customer exceeds the amount of API calls specified on the Order Form, the Supplier shall notify the Customer and has the right to suspend the Services or charge the Customer the Supplier's then current excess API call fees.

    7.8 The Supplier shall be entitled to increase the fees payable in respect of the RDC Services and/or the excess API call fees payable pursuant to clause 7.7 at the start of each Renewal Period upon 60 days' prior notice to the Customer, by a maximum of UK Retail Price Index + 5%.

  8. PROPRIETARY RIGHTS

    8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the RDC Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the RDC Services or the Documentation.

    8.2 The Supplier confirms that it has all the rights in relation to the RDC Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

  9. CONFIDENTIALITY

    9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

    • 9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
    • 9.1.2 was in the other party's lawful possession before the disclosure;
    • 9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    • 9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

    9.2 Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

    9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

    9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

    9.5 The Customer acknowledges that details of the RDC Services, and the results of any performance tests of the RDC Services, constitute the Supplier's Confidential Information.

    9.6 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

    9.7 The above provisions of this clause 9 shall survive termination of this agreement, however arising.

  10. INDEMNITY

    10.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the RDC Services and/or Documentation, provided that:

    • 10.1.1 the Customer is given prompt notice of any such claim;
    • 10.1.2 the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
    • 10.1.3 the Customer is given sole authority to defend or settle the claim.

    10.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the RDC Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

    10.2.1 the Supplier is given prompt notice of any such claim;

    10.2.2 the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

    10.2.3 the Supplier is given sole authority to defend or settle the claim.

    10.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the RDC Services, replace or modify the RDC Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

    10.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

    • 10.4.1 a modification of the RDC Services or Documentation by anyone other than the Supplier; or
    • 10.4.2 the Customer's use of the RDC Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
    • 10.4.3 the Customer's use of the RDC Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

    10.5 The foregoing and clause 11.3.2 state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

  11. LIMITATION OF LIABILITY

    11.1 Except as expressly and specifically provided in this agreement:

    • 11.1.1 the Customer assumes sole responsibility for results obtained from the use of the RDC Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the RDC Services, or any actions taken by the Supplier at the Customer's direction;
    • 11.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
    • 11.1.3 the RDC Services and the Documentation are provided to the Customer on an "as is" basis.

    11.2 Nothing in this agreement excludes the liability of the Supplier:

    • 11.2.1 for death or personal injury caused by the Supplier's negligence; or
    • 11.2.2 for fraud or fraudulent misrepresentation.

    11.3 Subject to clause 11.1 and clause 11.2:

    • 11.3.1 the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
    • 11.3.2 the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid for the RDC Services during the 12 months immediately preceding the date on which the claim arose.
  12. TERM AND TERMINATION

    12.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date as shown on the Order Form and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

    • 12.1.1 either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
    • 12.1.2 otherwise terminated in accordance with the provisions of this agreement;

    and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

    12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

    • 12.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than [7] days after being notified in writing to make such payment;
    • 12.2.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [14] days after being notified in writing to do so;
    • 12.2.3 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
    • 12.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
    • 12.2.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • 12.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • 12.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
    • 12.2.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
    • 12.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
    • 12.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within [14] days;
    • 12.2.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2.4 to clause 12.2.10 (inclusive);
    • 12.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
    • 12.2.13 any warranty given by the Supplier in clause 5.5 of this agreement is found to be untrue or misleading.

    12.3 On termination of this agreement for any reason:

    • 12.3.1 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the RDC Services and/or the Documentation;
    • 12.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
    • 12.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  13. FORCE MAJEURE

    The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

  14. CONFLICT

    If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

    If there is an inconsistency between any of the provisions in the main body of this agreement and any specific clauses or additions to the signed Order Form, the provisions in the signed Order Form shall prevail.

  15. VARIATION

    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  16. WAIVER

    No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  17. RIGHTS AND REMEDIES

    Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  18. SEVERANCE

    18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

    18.2 If any provision or part-provision of this agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

  19. ENTIRE AGREEMENT

    19.1 This agreement 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.

    19.2 Each party acknowledges that in entering into this agreement 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 this agreement.

    19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

    19.4 Nothing in this clause shall limit or exclude any liability for fraud.

  20. ASSIGNMENT

    20.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

    20.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

  21. NO PARTNERSHIP OR AGENCY

    Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  22. THIRD PARTY RIGHTS

    This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  23. NOTICES

    23.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered address, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out on the Order Form.

    23.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

  24. GOVERNING LAW

    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  25. JURISDICTION

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

This has been entered into on the date stated on the Order Form.