TERMS & CONDITIONS
SUPPLY OF PRODUCTS & IMPLEMENTATION SERVICES
The following definitions and rules of interpretation apply in the Contract.
Affected Party: has the meaning given in clause 16.1.
Business Day: a day other than a Saturday, Sunday, or bank or public holiday in England.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.
Contract: the contract between e2E and Customer for the supply of Products and/or Services in accordance with these Conditions.
Contract Details: the table setting out the agreed terms to which these Conditions are appended.
Customer: the person or firm who purchases the Products and/or Services from e2E.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Delivery Location: has the meaning given in clause 4.2.
e2E Materials: has the meaning given in clause 8.1(h).
Force Majeure Event: any circumstance not in a party’s reasonable control including (a) acts of God, flood, drought, earthquake or other natural disaster; (b) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (c) any law or any action taken by a government or public authority; (d) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on clause 16); (e) unreasonable behaviour and/or non-performance by suppliers or subcontractors; and (f) interruption or failure of utility service.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: Customer’s order for the supply of Products and/or Services.
Products: the products set out in the Contract Details.
Product Specification: any specification for the Products identified in the Contract Details.
Services: the implementation services to be supplied by e2E to Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by e2E to Customer.
Software: any proprietary software of e2E provided as part of the Products.
Warranty Period: has the meaning given in clause 5.1.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a party includes its successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- References to termination include expiry through fulfilment of the obligations required to be performed hereunder.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes fax and email.
- Basis of contract
- The Order constitutes an offer by Customer to purchase Products and/or Services in accordance with these Conditions.
- The Order shall only be deemed to be accepted when the parties sign the Contract Details issued by e2E, on which date a Contract shall come into existence.
- Any samples, drawings, descriptive matter or advertising issued by e2E and any descriptions of the Products or illustrations or descriptions of the Services contained in e2E’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation given by e2E shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
- All of these Conditions shall apply to the supply of both Products and Services except where application to one or the other is specified.
- The Products are described in the applicable Product Specifications.
- e2E reserves the right to amend the Product Specifications if required by any applicable statutory or regulatory requirement, and e2E shall notify Customer in any such event.
- Delivery of Products
- e2E shall ensure that delivery of the Products is accompanied by a delivery note which shows the date of the Contract, the Contract number, the type and number of Products, and any special storage or use instructions.
- e2E shall deliver the Products to, or make the Products available for collection at, the location set out in the Contract Details (Delivery Location) at any time after e2E notifies Customer that the Products are ready. Where the Delivery Location is e2E’s or its contractor’s premises Customer shall collect the Products on the Business Day following e2E notifying Customer that the Products are ready for collection.
- Delivery of the Products shall be completed on the completion of unloading (where delivered to Customer) or loading (when collected by Customer) of the Products at the Delivery Location.
- Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. e2E shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or Customer’s failure to provide e2E with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- If Customer fails to collect the Products on the date stated in clause 4.2 or to accept delivery of the Products when e2E attempts to deliver them, then except where such failure or delay is caused by a Force Majeure Event or by e2E’s failure to comply with its obligations under the Contract in respect of the Products:
- delivery of the Products shall be deemed to have been completed at 9.00am on the third Business Day following the Business Day referenced in clause 4.2 or the day on which e2E attempted to deliver them; and
- e2E shall store the Products until delivery takes place, and charge Customer for all related costs and expenses (including insurance).
- If ten Business Days after the third Business Day referenced in clause 4.5(a) notified Customer has not taken or accepted delivery of the Products, e2E may resell or otherwise dispose of part or all of the Products.
- e2E may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment.
- Quality of Products
- e2E warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Products shall:
- conform in all material respects with the applicable Product Specifications; and
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
- Subject to clause 3, e2E shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full if:
- Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 1;
- e2E is given a reasonable opportunity of examining such Products; and
- Customer returns such Products to e2E’s place of business at Customer’s cost.
- e2E shall not be liable for the Products’ failure to comply with the warranty in clause 1 if:
- Customer makes any further use of such Products after giving a notice in accordance with clause 2;
- the defect arises because Customer failed to follow e2E’s oral or written instructions as to the storage or use of the Products or (if there are none) good trade practice;
- the defect arises as a result of e2E following any request for customisation supplied by Customer;
- Customer alters or repairs such Products without the written consent of e2E;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
- the Products differ from the Product Specifications as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
- Except as provided in this clause 5, e2E shall have no liability to Customer in respect of the Products’ failure to comply with the warranty set out in clause 1.
- These Conditions shall apply to any repaired or replacement Products supplied by e2E.
- After expiry of the Warranty Period e2E may provide additional support and maintenance in respect of the Products subject to entry by the parties into a separate support agreement.
- e2E warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Products shall:
- Title and risk
- The risk in the Products shall pass to Customer on completion of delivery.
- Title to the Products shall not pass to Customer until the earlier of:
- e2E receives payment in full (in cash or cleared funds) for the Products; and
- Customer resells the Products, in which case title to the Products shall pass to Customer at the time specified in clause 4.
- Until title to the Products has passed to Customer, Customer shall:
- store the Products separately from all other goods held by Customer so that they remain readily identifiable as e2E’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
- maintain the Products in satisfactory condition and keep them insured against all risks for their full price on e2E’s behalf from the date of delivery;
- notify e2E immediately if it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(c); and
- give e2E such information relating to the Products as e2E may require from time to time.
- Subject to clause 5, Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before e2E receives payment for the Products. However, if Customer resells the Products before that time:
- it does so as principal and not as e2E’s agent; and
- title to the Products shall pass from e2E to Customer immediately before the time at which resale by Customer occurs.
- If before title to the Products passes to Customer it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d), then, without limiting any other right or remedy e2E may have:
- Customer’s right to resell Products or use them in the ordinary course of its business ceases immediately; and
- e2E may at any time:
- require Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and
- if Customer fails to do so promptly, enter any premises of Customer or of any third party where the Products are stored in order to recover them.
- Supply of Services
- e2E shall supply the Services to Customer in accordance with the Service Specification in all material respects.
- e2E shall use reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
- e2E reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and e2E shall notify Customer in any such event.
- e2E warrants to t Customer that the Services will be provided using reasonable care and skill.
- Customer’s obligations
- Customer shall:
- ensure that the terms of the Order, the Contract Details and any information it provides in the Service Specification are complete and accurate;
- co-operate with e2E in all matters relating to the Services;
- provide e2E, its employees, agents, consultants and subcontractors, with access to Customer’s premises, office accommodation and other facilities as reasonably required by e2E to provide the Services;
- provide e2E with such information and materials as e2E may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- prepare Customer’s premises and equipment for the supply of the Services;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- comply with all applicable laws, in respect of its use of the Products and receipt of the Services, including health and safety laws;
- keep all materials, equipment, documents and other property of e2E (e2E Materials) at Customer’s premises in safe custody at its own risk, maintain the e2E Materials in good condition until returned to e2E, and not dispose of or use the e2E Materials other than in accordance with e2E’s written instructions or authorisation; and
- comply with any additional obligations as set out in the Service Specification.
- If e2E’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by Customer or failure by Customer to perform any relevant obligation (Customer Default):
- without limiting or affecting any other right or remedy available to it, e2E shall have the right to suspend performance of the Services until Customer remedies Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays e2E’s performance of any of its obligations;
- e2E shall not be liable for any costs or losses sustained or incurred by Customer arising directly or indirectly from e2E’s failure or delay to perform any of its obligations as set out in this clause 2; and
- Customer shall reimburse e2E on written demand for any costs or losses sustained or incurred by e2E arising directly or indirectly from the Customer Default.
- Customer shall:
- Charges and payment
- The price for the Products, including delivery costs where applicable, shall be the price set out in the Contract Details.
- The charges for the Services shall be the price set out in the Contract Details, or where a time and material rate is stated in the Contract Details shall be calculated at the applicable rate. e2E shall be entitled to charge Customer for any expenses reasonably incurred by the individuals whom e2E engages in connection with the Services, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by e2E for the performance of the Services, and for the cost of any materials.
- e2E reserves the right to increase the price of the Products, by giving notice to Customer at any time before delivery, to reflect any increase in the cost of the Products to e2E that is due to:
- any factor beyond e2E’s control, including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs;
- any request by Customer to change the delivery date(s), quantities or types of Products ordered, or the Product Specifications; or
- any delay caused by any instructions of Customer in respect of the Products or failure of Customer to give e2E adequate or accurate information or instructions in respect of the Products.
- In respect of the Products, e2E shall invoice Customer at the times provided in the Contract Details or if no times are specified at any time after completion of delivery. In respect of Services, e2E shall invoice Customer at the times provided in the Contract Details or if no times are specified weekly in arrears.
- Customer shall pay each invoice submitted by e2E:
- within 14 days of the date of the invoice; and
- in full and in cleared funds to a bank account nominated in writing by e2E.
- All sums payable by Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by e2E to Customer, Customer shall, on receipt of a valid VAT invoice from e2E, pay to e2E such additional sums in respect of VAT as are chargeable at the same time as payment is due for the supply of the Services or Products.
- If Customer fails to make a payment due to e2E under the Contract by the due date, then, without limiting e2E’s other rights or remedies, Customer 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 7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
- All payments to be made under the Contract shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If a Party to the Contract is compelled to make any such deduction, it will pay to the receiving Party such additional amounts as are necessary to ensure receipt by the receiving Party of the full amount which that party would have received but for the deduction.
- Intellectual property rights
- 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 Customer) shall be owned by e2E.
- e2E grants to Customer a non-exclusive licence for such period of time as Customer operates the Products to use the Software in object code form in connection with Customer’s lawful use of the Products. Unless agreed otherwise with Customer pursuant to a separate maintenance plan or as required to correct any defect arising in the Products during the Warranty Period no new versions of the Software shall be provided to Customer.
- The Customer may make backup copies of the Software for its lawful use. The Customer shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying.
- Except as expressly stated in clause 10.3 and this clause 10.4, Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by Customer, unless e2E is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and Customer shall request e2E to carry out such action or to provide such information (and shall meet e2E’s reasonable costs in providing that information) before undertaking any such reduction. Customer may not use any such information provided by e2E or obtained by Customer during any such reduction permitted under this clause 10.4 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
- Nothing in these Conditions transfers or otherwise assigns the Intellectual Property Rights in the Software to Customer.
- Data protection and data processing
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to e2E) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
- If in performing the Contract e2E processes any personal data on behalf of Customer, the parties acknowledge that for the purposes of the Data Protection Legislation, Customer is the controller and e2E is the processor (as defined in the Data Protection Legislation). References to “personal data” in this clause 11 are to personal data of Customer.
- Without prejudice to the generality of clause 1, Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to e2E for the duration and purposes of the Contract.
- Without prejudice to the generality of clause 1, e2E shall, in relation to any personal data processed in connection with the performance by e2E of its obligations under the Contract:
- process that personal data only on the written instructions of Customer unless e2E is required by Applicable Laws to otherwise process that personal data. Where e2E is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, e2E shall promptly notify Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit e2E from so notifying Customer;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
- not transfer any personal data outside of the European Economic Area unless the prior written consent of Customer has been obtained and the following conditions are fulfilled:
- Customer or e2E has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- e2E complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- e2E complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the personal data;
- assist Customer, at Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify Customer without undue delay on becoming aware of a personal data breach;
- at the written direction of Customer, delete or return personal data and copies thereof to Customer on termination of the Contract unless required by Applicable Law to store the Personal Data; and
- makes available to Customer all information necessary to demonstrate compliance with the obligations laid down in this clause 11 and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer.
- Customer does not consent to e2E appointing any third party processor of personal data under the Contract.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Limitation of liability
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 1, e2E’s total liability to Customer in respect of or in connection with the the Products, including any failure to supply, shall not exceed the price paid or payable for the Products. e2E’s total liability under this clause 13.2 includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
- Subject to clause 1, e2E’s total liability to Customer in respect of the Services, including any failure to supply, shall not exceed the price paid or payable for the Services. e2E’’s total liability under this clause 13.3 includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract
- Subject to clause 13.1 e2E shall not under any circumstances whatever be liable to Customer under or connection with the Contract, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
- loss of profit;
- loss of goodwill;
- loss of business or opportunity; loss of anticipated saving;
- loss or corruption of data or information; or
- special, indirect or consequential damage.
- The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- The Customer acknowledges that it is best placed to insure against any risks it identifies in entering into the Contract, and in particular those risks in respect of which e2E limits or excludes its liability under this clause 13.
- This clause 13 shall survive termination of the Contract.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
- Without affecting any other right or remedy available to it, e2E may terminate the Contract with immediate effect by giving written notice to Customer if Customer fails to pay any sum due under the Contract on the due date for payment.
- Without affecting any other right or remedy available to it, e2E may suspend the supply of Services or all further deliveries of Products under the Contract if Customer fails to pay any amount due under the Contract on the due date for payment, Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(c), or e2E reasonably believes that Customer is about to become subject to any of them.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- Consequences of termination
- On termination of the Contract:
- Customer shall immediately pay to e2E all of e2E’s outstanding unpaid invoices and interest and, in respect of Services and Products delivered (or deemed delivered) but for which no invoice has been submitted, e2E shall submit an invoice, which shall be payable by Customer immediately on receipt; and
- Customer shall return all of the e2E Materials and any Products which have not been fully paid for. If Customer fails to do so, then e2E may enter Customer’s premises and take possession of them. Until they have been returned, Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- Termination of the Contract shall not affect any rights, remedies, obligations and 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 Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
- On termination of the Contract:
- Force majeure
- Provided it has complied with clause 16.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
- The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party
- The Affected Party shall:
- as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, it’s likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
- use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
16.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate the Contract by giving 14 days written notice to the Affected Party.
- e2E may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without e2E’s prior written consent.
- Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
- sent by email to the address specified in the Contract Details.
Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service; or
(c) if sent by email, at 9.00am on the next Business Day after transmission, provided that if any email produces an automated response reporting a failure to deliver, delayed delivery to the intended recipient or “out of office” reply, such email shall be deemed not to have been received by the addressee.
- 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.
- 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 right or remedy. 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.
- 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.
- 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 the specific Products and Services to which it applies. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
- Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- 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).
- The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.