Terms & Conditions

Pattern Cutting Studio – Terms of Business

These Conditions form the entire contract between You and Us. No variation to these Conditions will be valid unless both You and We agree to it in writing.

AGREED TERMS

1. INTERPRETATION

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

1.1 Definitions:

Account Opening Form – means the form which You will need to complete in order to open an account with Us

Affected party – has the meaning given in clause 19.1.

Business Day – a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for usual commercial non-automated business.

Business Hours – the period from 9.30 am to 5.30 pm on any Business Day.

Conditions – this agreement, as amended in accordance with its terms.

Confidential – any information of a confidential Information nature concerning the business, assets, affairs, customers, clients or suppliers of the other party including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

Delivery – completion of delivery of a PO in accordance with clause 8.2 or clause 8.7.1.

Delivery Date – the date specified for delivery of an Order as amended in accordance with these Conditions.

Delivery Location – Digital or print delivery via email or Drobox

Expert– has the meaning given in clause 12.1.

Force Majeure – means any circumstance not in an Event party’s reasonable control.

Intellectual Property Rights – patents, utility models, rights to inventions, copyright and related or IPRs rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, 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 Number – the reference number that We apply to Your PO.

PO – a purchase order for Products and services submitted by You to Us in accordance with clause 5.

Products – such products and services ordered by and supplied to You.

Project Manager – has the meaning given in clause 4.2.

Sample – means a pre- production sample of a Garment.

Specification – the specification of the Products provided by You to Us.

Us, We or Our – means Pattern Cutting Studio

Incorporated and registered in England and Wales with company number 14266752 whose registered office is at 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE.

Operating Address: Unit 27, Block E. 19 Rookwood Way, London E3 2XT.

You, Your – means the person that enters into these Conditions for Our manufacturing of the Products.

Your IPRs – all Intellectual Property Rights of which You are the owner or licensee and which are disclosed, licensed or provided to Us pursuant to the

Conditions.

1.2 Clause headings shall not affect the interpretation of this agreement.

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

1.4 Unless the context otherwise requires, words in the singular include the plural and vice versa.

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.7 A reference to writing or written includes email but no other electronic form.

1.8 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.9 A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.

1.10 References to clauses are to the clauses of this agreement.

1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. OUR INITIAL EXPECTATIONS OF YOU

2.1 As soon as practicable, You shall at Your own cost disclose to Us in such detail as we shall reasonably require:

2.1.1 the Specification and measurements (in centimetre, cm); and

2.1.2 such details as are necessary to enable Us to Produce the Products in accordance with the Specification.

2.2 We require fair warning from You should there be any changes to We need to incorporate before the dateline.

2.3 If You are providing information for patterns for the creation of patterns or grading of Products, such information and instructions must be correct.

We will rely on such information in the creation process and cannot be held liable should any such information contain errors or be incomplete or misleading.

2.4 You must ensure that You provide Us with all technical details required to enable Us to produce the Products or Services. These must be notified to Us in the PO, tech pack, or docket and should include complete make instructions, order details, spec sheets and measurement charts.

2.5 If You delay in providing any information to Us, or if such information is incomplete or misleading, then this will cause the creation of Your Order, Products and Services to be delayed and may increase the price.

3. ORDER FULFILMENT

3.1 We shall, as soon as practicable commence with the fulfilment of your order and submit to your approval once We are satisfied that You have provided Us with everything that We require from You in sufficient detail and paid the pro-forma invoice. Included are:

3.1.1 all matters referred to in clause 2 above;

3.1.2 Your completed Account Opening Form ;

3.1.3 Your signed copy of these Terms and Conditions

3.2 We consider work on Patterns to be development work. Where possible, We will provide You with a cost estimate to produce a Pattern. Such costs will be based on Our standard hourly rates and reflect the difficulty and complexity of the Pattern creation and are reflected in the current price list.

3.3 We shall not commence with the order until You confirm to Us that You accept Our cost estimate.

3.4 All the patterns are produced according to the size chart and quality of the materials supplied and described to us. We will not be able to implement any changes after the final sign off.  Any changes to those specifications made after the sign-off might affect the quality of the fit and performance of the final garment, and we are not responsible for the outcome after the additional changes. All measurements should be provided to us in centimetre (cm). 

3.5 Minor alterations where the changes affect 1-3 adjoint pieces. Major alterations where the changes affect more than three adjoint pieces.

3.6 All the patterns, grading, markers and other files or printouts we provided must be checked before production. We will not be responsible for any mistakes arising during Your production run.

3.7 Meetings are free within the agreed timeframe anything above will be charged at £70 per hour +VAT.

3.8 We reserve the right to change the price of the Products and the production schedule if:

3.8.1 You require any changes to the Pattern following its receipt, including but not limited to its complexity, colour, fabric, or order quantity; or

3.8.2 We form the opinion that following production of the Sample, Our costs to produce the Products will be greater than We initially anticipated.

3.9 We shall not commence creation of the Products until You have communicated Your approval of the in writing (such approval not to be unreasonably withheld or delayed).

3.10 Your approval of the Order constitutes irrevocable confirmation that Products processed in conformity with the Order will:

3.11.1 comply with the Specification; and

3.11.2 meet the industry standards and requirements of quality specified in clause 7.1 and clause 7.2, except for defects which are not capable of being revealed on Your reasonable inspection.

3.11.3 The order will be handled by one or more pattern cutters that will deliver the best performance within the agreed timeframe. We reserve the right not to discuss with you our internal allocations and arrangements. All queries and communication will be handled by the project manager. 

4. CONTRACT MANAGEMENT

4.1 You and We each undertake with each other to co-operate in Our fulfilment of the Order and to provide on reasonable notice such information as the other party may reasonably request for the proper performance of its obligations under the Conditions.

4.2 You and We shall each nominate one or more senior managers who shall have suitable authority and be responsible for liaising in connection with the fulfilment of the Order, and who shall be responsible for the co-ordination of all matters relating to this agreement (Project Manager). Each party shall notify the other promptly of any change in these appointments.

4.3 All communications, documentation and materials relating to the agreement and sent to the parties shall be sent to the Project Managers.

4.4 We expect Your Project Manager to respond to our messages, calls, and other communications promptly with such substantive information or instruction as we reasonably require. Your failure to do so risks delay to the delivery of the Products.

4.5 We will advise Your Project Manager promptly upon becoming aware of any issues that might require changes to the make, Order fulfilment date, sizing, price, or quantity of the Products. Should any changes be required that will result in an adjustment to Our costs then We will only proceed once We have received approval from Your Project Manager.

4.6 If we make a mistake, we will take all the measures to rectify the mistake, but we are not liable beyond what has been paid for the pattern. All the defects must be claimed for within 30 days. In case of a dispute, only written instructions will be considered.

5. ORDERS

5.1 We shall supply and You shall purchase such quantities of Products as You may order in accordance with the terms and conditions of this agreement.

5.2 You shall advise us of Your order requirements for Products with a PO.

5.3 Each PO shall be deemed to be a separate offer by You to purchase Products fulfilled by Us on the terms of this agreement, which We shall be free to accept or decline at Our absolute discretion.

5.4 Each PO shall:

5.4.1 be given in writing or, if given orally, shall be confirmed in writing within two Business Days; and

5.4.2 carry the date that it is placed; and

5.4.3 confirm when You will provide Us with all instructions and other components required by Us to complete the PO; and

5.4.4 specify the type and quantity of Products ordered including the style number, colour, and sizes; and

5.4.5 include the agreed price for the Products and payment terms; and

5.4.6 specify Your preferred Delivery Date by which the Products specified in the PO are to be ready unless We agree that We will specify the Delivery Date after Our receipt of Your PO.

5.5 No PO shall be deemed to be accepted by Us until We issue an Order Number or (if earlier) We notify You that the Products forming the subject of the PO are ready.

5.6 We shall notify the Order Number to You. Each party shall use the relevant Order Number in all subsequent correspondence relating to the PO.

5.7 You may not amend or cancel a PO once We have accepted it without Our prior written approval.

5.8 In the case of a cancellation, Our approval may require You to pay Us all costs reasonably incurred by Us in fulfilling the Order up until the date of deemed receipt of the cancellation.

5.9 In the case of an amendment, Our approval may require You to approve a revised cost and order fulfilment estimate.

5.10 Once We accept Your PO We will confirm with You:

5.10.1 when We require all Technical Information, components and instructions.

5.10.2 the Delivery Date that We intend to make Your Order available for You.

6. PAYMENTS

6.1 Prices are estimated; if extra work is required and the cost is higher, the bill will be adjusted at the final payment. We will inform You when extra charges become apparent to Us.

6.2 All quotes are valid for 3 months and are not legally binding unless this contract is signed by both parties.

6.3 Prices are provided based on Our price list. We reserve the right to change the price list at any time.

6.3.1 Payment should contain Your name or the Order Number to which it relates;

6.3.2 Payments must be made via Bank Transfer in British Pound Sterling to the following Bank Account:

Account Number: 36460168

Sort Code: 040075

IBAN: GB24REVO00996942417049

SWIFT/BIC: REVOX B21

Intermediary BIC: CHASGB2L

For payments in other currencies, please contact our office.

7. OUR OBLIGATIONS

7.1 OUR Obligations. We shall perform Services in a professional, diligent, and workmanlike manner consistent with generally accepted industry standards.

We SHALL HAVE NO LIABILITY TO CLIENT FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND LOSS OF DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF PATTERN CUTTING STUDIO TO CLIENT FOR CLAIMS ARISING OUT OF THIS AGREEMENT OR, ANY ESTIMATE INCORPORATED HEREIN, EXCEED THE AMOUNT CLIENT PAID THE PATTERN CUTTING STUDIO FOR THE WORK THAT GAVE RISE TO THE CLAIM.

Client agrees to indemnify Us against all liability or loss arising out of or resulting from this Agreement, or the negligent acts or omissions of the Client, Client’s employees or agent

7.2 We warrant and undertake that Products supplied by Us to You under this agreement shall:

7.2.1 conform to the Specification;

7.2.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);

7.2.3 comply with all applicable statutory and regulatory requirements.

7.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the agreement.

8. DELIVERY

8.1 We will create a dedicated cloud folder, for each client, when the agreement is signed. Order will be managed through the folder. All the attachments will be copied to the dedicated folder. You are responsible for maintaining the confidentiality thereof.

8.2 Delivery is completed once We place the Products specified in the PO in the cloud folder. Patterns belong to the client only after the full payment is received. Upon receiving the payment, the full ownership of the patterns is passed to the client, and we guarantee that it will not be used or resold to anybody else. We will not release patterns or any work until the full payment is received.

8.3 We may deliver Your PO by instalments, which may be invoiced and paid for separately.

8.4 Delays in the delivery of a PO shall not entitle You to:

8.4.1 refuse to take delivery of the PO; or

8.4.2 claim damages; or

8.4.3 terminate this agreement, subject always to clause 16.1.2 and clause 19.2.

8.5 We shall have no liability to You for any failure or delay in delivering a PO to the extent that any failure or delay is caused by Your failure to comply with Your obligations under this agreement.

8.6 Time for Delivery shall not be of the essence of the contract.

9. ACCEPTANCE OF THE ORDER

9.1 You may reject any Products delivered to You that do not comply with clause 7.2, provided that

9.1.1 notice of rejection is given to Us within five Business Days of the Delivery Date with photographic or videographic evidence of the issue; and

9.1.2 none of the events listed in clause 9.4 apply.

9.2 if You fail to give Us notice of rejection in accordance with clause 9.1, You shall be deemed to have accepted the Products.

9.3 We shall not be liable for the Products’ failure to comply with the warranty set out in clause 7.2 if:

9.3.1 You make any further use of those Products after giving notice in accordance with clause 9.1;

9.4.2 the defect arises because You failed to follow Our written instructions for the use of the Products or (if there are none) good trade practice regarding the same;

9.4.3 the defect arises as a result of Our following any drawing, design or Specification supplied by You;

9.4.4 You alter or change those Products without Our prior written consent; or

9.4.5 the defect arises as a result of wilful damage, negligence, or abnormal usage or working conditions.

9.5 If You reject Products under clause 9.1 then You shall be entitled to require Us to change or replace the rejected Products. Once We have complied with Your request, We shall have no further liability to You for the rejected Products’ failure to comply with clause 7.2.

9.6 The terms of this agreement shall apply to any changed or replacement Products We supply.

9.7 If the parties dispute whether any Products comply with clause 7.2, either party may refer the matter to an Expert for determination in accordance with clause 12.

10. TITLE AND RISK

10.1 Risk in the Products shall pass to You on Delivery.

10.2 Title to Products shall not pass to You until We receive payment in full (in cash or cleared funds) for:

10.2.1 the Products; and

10.2.2 all other sums that are due to Us from You, in which case title to these Products shall pass at the time of payment of all such sums.

10.3 Until title to the Products has passed to You, You shall:

10.3.1 store those Products separately so that they remain readily identifiable as Our property;

10.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to those Products;

10.3.3 maintain those Products in satisfactory condition and keep them insured on Our behalf for their full price against all risks; and

10.3.4 give Us such information as We may reasonably require from time to time relating to:

(a) the Products; and

(b) Your ongoing financial position.

11. TERMS OF PAYMENT

11.1 The first 15 minutes of our first meeting is free of charge.

11.2 Planning and scheduling meetings under 30 min are free of charge.

11.3 Pattern cutting consultations, garment fitting sessions and pattern and production reviews are charged at the prevailing hourly rate.

11.3.1 Any meetings must be scheduled in advance and rescheduled with 48 hour notice.

11.3.2 Payments are not refunded in case of no-show or late rescheduling or cancellations

11.4 Pattern cutting, tech pack development is charged at the prevailing hourly rate.

11.5 Additional pattern production, outside the already quoted quantity, is charged at a piece rate.

11.6 Emergency or remedial work will be subject to a 50% surcharge.

11.8 We shall be entitled to invoice You for each PO on or at any time we have received the PO. Each invoice shall quote the relevant Order Numbers, include VAT, and state details of all production and development charges.

11.9 You shall pay invoices in full and in cleared funds within 7 days of receipt. Payment shall be made to Our bank account as nominated from time to time. We will not commence the work until payment is received. We allow three days to process the payment and will hold the capacity to fulfil the order on time with these dates. We will share a critical path the client must adhere to avoid delays.

11.10 If we come to an agreement with you for later payment and Your payment to Us is after the agreed date then You will be required to pay interest to Us calculated at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

11.11 If You dispute any invoice:

11.11.1 You shall notify Us in writing immediately specifying the reasons for disputing the invoice;

11.11.2 You shall pay to Us all amounts not disputed on the due date as set out in clause

11.11.3 You and We shall negotiate in good faith to attempt to resolve the dispute promptly;

11.11.4 if You and We have not resolved the dispute within 30 days of Your notice to Us, the dispute shall be resolved in accordance with clause 12; and

11.11.5 Our further obligations (if any) to supply the Products shall be suspended until such dispute has been resolved.

11.12 All payments payable to Us by You under this agreement shall become immediately due and payable on termination of this agreement for any reason. This clause 11.12 is without prejudice to any right to claim for interest under the law or under this agreement.

12. EXPERT DETERMINATION

12.1 An Expert is a person appointed in accordance with this clause 12 to resolve certain matters as specified in this agreement.

12.2 Where under this agreement a party wishes to refer a matter to an Expert, the parties shall first agree on the appointment of an independent Expert with sufficient expertise in the disputed area.

12.3 The Expert is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

12.4 The parties are entitled to make submissions to the Expert and will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

12.5 The Expert shall act as an expert and not as an arbitrator.

12.6 The Expert’s written decision on the matters referred to the Expert shall be final and binding on the parties in the absence of manifest error or fraud.

12.7 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in any other proportions as the Expert shall direct.

12.8 All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert.

12.9 Each party shall act reasonably and co-operate to give effect to the provisions of this clause 12 and otherwise do nothing to hinder or prevent the Expert from reaching their determination.

13. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

13.1 We acknowledge that Your IPRs are and remain Your exclusive property or, where applicable, the third-party licensor from whom You derive the right to use them.

13.2 You acknowledge that all IPRs used or the manufacture of the Products that originate from Us shall remain Our exclusive property or, where applicable, the third-party licensor from whom We derive Our right to use them.

13.3 You grant to Us a non-exclusive, transferable, royalty-free licence (including the right to grant sub-licences to permitted subcontractors) to use Your IPRs solely for the purpose of performing Our obligations under this agreement.

13.4 You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Us arising out of or in connection with any claim made against Us for actual or alleged infringement of a third party’s IPRs or moral rights arising out of or in connection with the use of the Your IPRs in accordance with the terms of this agreement.

14. LIMITATION OF LIABILITY

14.1 We have obtained insurance cover in respect of certain aspects of Our own legal liability for individual claims as provided for at clause 14 above. The limits and exclusions in this clause reflect the insurance cover that We have been able to arrange and You are responsible for making its own arrangements for the insurance of any excess liability.

14.2 References to liability in this clause 14 include every kind of liability:

14.2.1 arising under or in connection with this agreement including liability in contract, tort

(Including negligence), misrepresentation, restitution or otherwise; and

14.2.2 for any use made or resale of the Products by You, or of any product incorporating any of the Products.

14.3 Nothing in this agreement shall limit or exclude the liability of either party for:

14.3.1 death or personal injury resulting from negligence;

14.3.2 fraud or fraudulent misrepresentation;

14.3.3 breach of the terms implied by section 12 of the

Sale of Goods Act 1979;

14.3.4 breach of section 2 of the Consumer Protection Act 1987;

14.3.5 the indemnity contained in clause 13; or

14.3.6 the confidentiality provisions at clause 21.

14.4 Subject to clause 15.3, We shall not under any

circumstances whatsoever be liable to You for any:

14.4.1 loss of profit; or

14.4.2 loss of goodwill; or

14.4.3 loss of business; or

14.4.4 loss of business opportunity; or

14.4.5 loss of anticipated saving; or

14.4.6 special, indirect or consequential damage, suffered by You that arises under or in connection with this agreement.

14.5 Subject to clause 15.3, Our total liability to You shall not exceed £2,000,000.

15. TERMINATION AND SUSPENSION

15.1 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:

15.1.1 the other party fails to pay any undisputed 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;

15.1.2 the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

15.1.3 the other party repeatedly breaches any of the terms of this agreement in such a manner 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;

15.1.4 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 15.1.4;

15.1.5 the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

15.1.6 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

15.2 Without limiting its other rights or remedies, We may suspend provision of the Products under the agreement or any other contract between You and Us if You become subject to any of the events listed in clause 16.1.4 or We reasonably believe that You are about to become subject to any of them, or if You fail to pay any amount due under this agreement on the due date for payment.

16. OBLIGATIONS ON TERMINATION

16.1 On termination of this agreement, each party shall promptly:

16.1.1 make available for collection by the other party all materials and property belonging to the other party that the other party had supplied to it in connection with the supply and purchase of the Products under this agreement;

16.1.2 return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;

16.1.3 erase all the other party’s Confidential Information from its computer systems (to the

extent possible); and

16.1.4 on request, certify in writing to the other party that it has complied with the requirements of this clause 17.

17. SURVIVAL

17.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

17.2 Termination of this agreement shall not affect 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.

18. FORCE MAJEURE

18.1 If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement 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.

18.2 If the Force Majeure Event prevents, hinders or

delays the Affected Party’s performance of its obligations for a continuous period of more than 12 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks’ written notice to the Affected Party.

19. ASSIGNMENT AND OTHER DEALINGS

19.1 We may assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of Our rights and obligations under this agreement without Your prior written consent.

19.2 We will recommend various suppliers and manufacturers to assist you with your manufacturing needs, but we are not responsible for the outcome.

20. CONFIDENTIALITY

20.1 Each party undertakes that it shall not at any time, and for a period of two years after Delivery of the final PO of this agreement, disclose to any person any Confidential Information, except as permitted by clause 21.2.

20.2 Each party may disclose the other party’s Confidential Information:

20.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors,

subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 21; and

20.2.2 as may be required by law, a court of competent jurisdiction, or any governmental or regulator authority.

20.3 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

21. SEVERANCE

21.1 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.

22. VARIATION

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

23. WAIVER

23.1 A waiver of any right or remedy is only effective if given in writing.

23.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

24. NOTICES

24.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

24.1.1 delivered by hand or by pre-paid first-class post

or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

24.1.2 sent by email to its usual email address.

24.2 Any notice shall be deemed to have been received:

24.2.1 if delivered by hand, at the time the notice is left at the proper address;

24.2.2 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

24.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

24.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. ENTIRE AGREEMENT

25.1 This agreement and the documents to which it refers constitute the entire agreement between the parties.

25.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

26. THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

27. GOVERNING LAW

This agreement 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.

28. JURISDICTION

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