Commercial Cleaning Services Terms and Conditions

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 10 (LIMITATION OF LIABILITY).

1. Interpretation
   The following definitions and rules of interpretation apply in these Conditions.
   
   1. Definitions:
      1. Additional Rate: the rate specified within the Specification for any additional services, or as agreed in writing between the parties from time to time.
      2. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      3. Charges: the charges payable by the Client to the Supplier in respect of the Engagement, which are specified within the Order Form and which may be varied in accordance with clause 7.7.
      4. Commencement Date: means the date on which the Supplier signs a copy of the Order Form relating to an Engagement which has been signed by the Client, providing that the signed Order Form is received by the Supplier within the period of 30 days following the date of issue.
      5. Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5.
      6. Consumables: the cleaning consumables used by the Supplier in the course of providing the Services and/or the cleaning consumables made available by the Client to the Supplier for the purpose of providing the Service.
      7. Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions and the Order Form.
      8. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
      9. Client: the business which purchases Services from the Supplier.
      10. Client Default: has the meaning set out in clause 6.2.
      11. Client Representative: means the person(s) identified as such on the Order Form.
      12. 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).
      13. Employment Liabilities: any claims, actions, debt, proceedings, demands, awards (including protective awards under the Transfer Regulations), losses, damages, costs (including without limitation, legal costs), liabilities, penalties, fines interest or expenses.
      14. Engagement: means the Contract between the Supplier and the Client for the supply of Services incorporating the Conditions, the Order Form, and any amendments to such contract agreed in writing between the parties from time to time.
      15. Equipment: means the cleaning equipment used by the Supplier in the course of providing the Services and/or the cleaning equipment made available by the Client to the Supplier for the purpose of providing the Services.
      16. Order: the Client’s order for Services as set out in the signed returned Order Form.
      17. Order Form: means the order of work document issued by the Supplier to the Client prior an Engagement, setting out the agreed details of the Engagement (or, to the extent that no such details are set out in the Order Form, details of which will be agreed in writing between the parties acting reasonably from time to time).
      18. Performance Dates: as provided under part 1 of the Order Form or as agreed further between the parties in writing from time to time.
      19. Premises: means the premises of the Client where the Services will be provided by Supplier, as confirmed in the Order Form.
      20. Services: the services to be provided by the Supplier to the Client, as set out in the Order Form.
      21. Special Term: any agreed variations of these Conditions, as set out in part 2 of the Order Form.
      22. Specification: the specification in part 2 of the Order Form, providing further details agreed between the parties in relation to, but not limited to, the Services, Charges, Additional Rates and/ or Performance Dates.
      23. Supplier: Moores Cleaning Service Limited registered in England and Wales with company number 04241513.
      24. Supplier Representative: means the person(s) identified as such on the Order Form.
      25. Term: means the term of an Engagement as provided in part 1 of the Order Form.
      26. Transfer Regulations: the Transfer of Undertakings (protection of Employment) Regulations 2006 as amended from time to time.
      27. Transferring Employee: any and all employees who are employed or otherwise engaged by the Supplier or any contractor to the Supplier from time to time and who are assigned (other than on a temporary basis) in the supply of the Services at any time during the continuance of the Engagement.
   2. Interpretation:
      1. 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.
      2. 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.
      3. A reference to writing or written includes fax and email.
      4. In the event of a conflicting positions between these Conditions and the Order Form, the Order Form shall prevail. 
2. Basis of contract
   1. The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
   2. Each Engagement will come into force on its Commencement Date and will continue in force:
      1. until the Services agreed in the Order Form have been completed, upon which it will terminate automatically, unless previously terminated in accordance with clause 11;
      2. for the specified Term provided in the Order Form; or
      3. indefinitely, unless and until terminated in accordance with clause 11.
   3. The Order shall only be deemed to be accepted when the Supplier issues written acceptance by way of signing the Order Form at which point and on which date the Contract shall come into existence.
   4. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
   5. These Conditions apply to the Engagement to the exclusion of any other terms that the Client seeks to impose or incorporate (unless provided within the Order Form), or which are implied by trade, custom, practice or course of dealing.
   6. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
3. Supply of Services
   1. The Supplier shall supply the Services to the Client in accordance with the Order Form and these Conditions in all material respects.
   2. The Supplier shall use reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
   3. The Supplier reserves the right to amend the Order Form 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 the Supplier shall notify the Client in any such event.
   4. The Supplier may subcontract the provisions of the Services; providing that if the Supplier does subcontract the provision of the Services, the Supplier will remain liable to the Client for the performance of the sub-contracted obligations.
   5. The Supplier may suspend the provision of the Services if the Client fails to pay by the due date any amount due to the Supplier in respect of an Engagement.
   6. From time to time during the Term the Supplier may be unable to supply the Services by reason of personnel illness or personnel shortage, in which case:
      1. the Supplier will use reasonable endeavours to engage alternative personnel to supply the Services; and
      2. subject to the compliance of the Supplier with Clause 3.6(a), the Supplier will not be in breach of the terms of the Engagement by virtue of any failure to supply the Services arising out of such liability.
   7. Services will not be provided on Christmas Day, Boxing Day or New Year’s Day.
4. Equipment
   1. The Client agrees that the Supplier may store Equipment and Consumables at the Premises for the duration of the Engagement.
   2. The Client must not use, move or otherwise interfere with Equipment or Consumables stored at the Premises, save in accordance with the express written instructions of the Supplier.
   3. Save to the extent caused by the actions or omission of the Supplier or its employees, agents, consultants and subcontractors, the Client will be responsible for all damage to and loss of Equipment and/or Consumables whilst the Equipment and/ or Consumables are stored at the Premises.
   4. The Client shall (without charge) make available to the Supplier a secure area within the Premises with a lockable means of access and egress and shall throughout the Term provide on loan to the Supplier’s Representative a key giving access thereto, but otherwise shall restrict access to such area to a small number of individuals notified in advance to the Supplier.
5. Representatives
   1. The Client will ensure that all instructions in relation to the matters contemplated under the Engagement will be given by a Client Representative(s) to Supplier Representative(s), and the Supplier:
      1. may treat all such information as the fully authorised instruction of the Client; and
      2. will not comply with any other instructions in relation to the matters contemplated under the Engagement without first obtaining the consent of a Client Representative.
6. Client’s obligations
   1. The Client shall:
      1. ensure that the terms of the Order and any information it provides to form part of the Order Form are complete and accurate;
      2. ensure that the Supplier’s employees have access to a water supply, a mains electricity supply and a waste water facility.
      3. co-operate with the Supplier in all matters relating to the Services;
      4. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Premises as required by the Supplier for the provision of the Services;
      5. maintain the Premises in good order for the supply of the Services, and in accordance with all applicable laws;
      6. supply the Supplier with all necessary information relating to the Service and safe access to the Premises, with sufficient time, no later than 3 days prior to first Performance Date, to enable the Supplier to provide the Services in accordance with the Engagement;
      7. provide the Supplier with such information and third-party co-operation as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      8. 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;
      9. maintain insurance cover for the Supplier’s employees, agents, consultants and subcontractors, whilst they are working at the Premises (including public liability insurance).
      10. comply with all applicable laws, including health and safety laws; and
      11. comply with any additional obligations as set out in the Order Form.
   2. If the Supplier’s performance of any of its obligations under the Engagement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 6.2; and
      3. the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
   3. The Client agrees to indemnify the Supplier and will keep the Supplier indemnified against any and all losses, costs, expenses, damage and liabilities (including legal expenses) arising directly or indirectly out of any breach by the Client of clause 4.3 and clause 6.1.
7. Charges and payment
   1. Subject to any Special Terms, the Client shall pay the Charges and any additional sums to the Supplier which are agreed between the Supplier and Client for the provision of the Services or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions or any other cause attributed to the Client, in accordance with the provisions of this Clause 7.
   2. The Supplier shall be entitled to invoice the Client following the end of each month in which the Services are provided, or as agreed otherwise in writing with the Client’s Representative.
   3. The Supplier’s invoice shall be paid within 30 days following the date of invoice, without any set-off, counterclaim or other deductions and in cleared funds to a bank account nominated in writing by the Supplier.
   4. All Charges quoted in the Order Form in relation to the Engagement are exclusive of value added tax which will be added to those amounts, at the applicable rate from time to time, and shall be payable by the Client to the Supplier.
   5. The Supplier’s Charges are for Services to be performed as at such times agreed between the Supplier and Client set out in the Order Form.
   6. For performance on any extra requests the Client agrees to pay the Additional Rate as set out in the Order Form or as agreed in writing between the parties from time to time.
   7. The Supplier shall be entitled to vary the Client’s Charges from time to time by giving no less than two months’ written notice to the Client.
   8. Should the Client not accept the new Charges proposed under clause 7.7, the Client shall within 5 days of receiving notice of the varied Charges confirm, in writing, its intentions to terminate the Engagement upon the introduction of the varied Charges. For the avoidance of doubt failure to provide such notice to the Supplier within the specified time period will be deemed acceptance of the varied Charges.
   9. If the Client does not pay any amount properly due to the Supplier in connection with any Engagement, the Supplier may:
      1. charge the Client interest on the overdue amount at the rate of 4% per annum above the base rate from time to time of National Westminster Bank Plc (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand; or
      2. claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8. Data protection and data processing
   1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) 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.
   2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Supplier is the data controller and the Client is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
   3. Without prejudice to the generality of clause 8.1, the Client shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
      1. process that Personal Data only on the written instructions of the Supplier unless the Client is required by Applicable Laws to otherwise process that Personal Data. Where the Client is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Client shall promptly notify the Supplier of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Client from so notifying the Supplier;
      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Supplier, 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);
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Supplier has been obtained and the following conditions are fulfilled:
         – the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
         – the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
         – the Client complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
         – the Client complies with reasonable instructions notified to it in advance by the Supplier with respect to the processing of the Personal Data;
      5. notify the Supplier without undue delay on becoming aware of a Personal Data breach;
      6. at the written direction of the Supplier, delete or return Personal Data and copies thereof to the Supplier on termination of the agreement unless required by Applicable Law to store the Personal Data; and
      7. maintain complete and accurate records and information to demonstrate its compliance with this clause 8.
   4. The Supplier does not consent to the Client appointing any third-party processor of Personal Data under the Contract.
   5. Either party may, at any time on not less than 30 days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
9. Warranties
   1. The Client warrants to the Supplier that it has the legal right and authority to enter into and perform its obligations required by the Engagement.
   2. The Supplier warrants to the Client that:
      1. it has the legal right and authority to enter into and perform its obligations required by the Engagement: and
      2. the Services will be performed with reasonable care and skill.
   3. If the Client believes that the Services have not been provided in accordance with Clause 9.2(b), then the Client must:
      1. notify the Supplier promptly; and
      2. allow and enable the Supplier to inspect the Premises and re-perform the relevant Services.
   4. All of the parties’ warranties and representation in respect of the subject matter of the Engagement are expressly set out in these Conditions. To the maximum extent permitted by applicable law and subject to clause 10.1, no other warranties or representations concerning the subject matter of the Engagement will be implied into these Conditions, the Order Form or any other contract.
10. Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. Nothing in these Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation; and
       3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 10.1, the Supplier’s total liability to the Client shall be limited to the total value of the Supplier’s Charges incurred to date for the provision of the services. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Engagement.
    3. This clause 10.3 sets out specific heads of excluded loss:
       1. Subject to clause 10.1, the types of loss listed in clause 10.3(b) are wholly excluded by the parties.
       2. The following types of loss are wholly excluded:
          – Loss of sales or business.
          – Loss of agreements or contracts.
          – Loss of anticipated savings.
          – Loss of or damage to goodwill.
          – Indirect or consequential loss.
    4. Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 1 month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    5. The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
    6. The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
    7. This clause 10 shall survive termination of the Engagement.
11. Termination
    1. The Engagement shall come into force on the Commencement Date and, subject to the following provisions of this clause 11, shall continue in force for the duration of the Term (if applicable).
    2. Should the Client wish for the Engagement to either terminate or extend at the end of the fixed term, the Client shall confirm its intentions in writing at least 2 months prior to the expiry date.
    3. Failure to confirm as required under clause 11.2 will result in this agreement automatically renewing for another fixed term period of the same duration as the originally agreed fixed term.
    4. Without affecting any other right or remedy available to it, either party may terminate the Engagement by giving the other party 2 months’ written notice.
    5. Without affecting any other right or remedy available to it, either party may terminate the Engagement with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of the Engagement and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
       2. 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;
       3. 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; or
       4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Engagement has been placed in jeopardy.
    6. Without affecting any other right or remedy available to it, the Supplier may terminate the Engagement with immediate effect by giving written notice to the Client if:
       1. the Client fails to pay any amount due under the Engagement on the due date for payment;
       2. there is a change of Control of the Client.
    7. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if the Client fails to pay any amount due under the Engagement on the due date for payment, the Client becomes subject to any of the events listed in clause 11.5(b) to clause 11.5(d), or the Supplier reasonably believes that the Client is about to become subject to any of them.
12. Consequences of termination
    1. On termination of the Engagement:
       1. the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
       2. the Client shall return all of the Supplier’s Equipment and Consumables. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Engagement.
    2. Termination or expiry of the Engagement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Engagement which existed at or before the date of termination or expiry.
    3. Any provision of the Engagement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Engagement shall remain in full force and effect.
13. TUPE
    1. The Client shall indemnify on demand and keep indemnified the Supplier against all Employment Liabilities including all costs and liabilities that may be suffered or incurred by the Supplier in connection with the Transferring Employees and any other person who is deemed or otherwise claims to be a Transferring Employee. Including arising from the employment or dismissal of such individual and any failure to comply with the requirements of the Transfer Regulations in relation to their transfer.
    2. The Client undertakes, that except with the prior written consent of the Supplier, that it shall not at anytime during this agreement and for a period of 6 months following termination:
       1. employ or offer to employ, or enter into a contract for services with any of the Supplier’s employees, or procure or facilitate the making of any such offer by any other person; or
       2. entice, solicit or procure any of the Supplier’s employee to leave the employment of the other party, or make an attempt to do so, whether or not the employee would commit a breach of contract in leaving their employment.
    3. This clause 13 shall survive termination of the Engagement.
14. General
    1. Force majeure. Neither party shall be in breach of the Engagement nor liable for delay in performing, or failure to perform, any of its obligations under the Engagement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    2. Assignment and other dealings.
       1. The Supplier 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 Engagement.
       2. The Client 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 Engagement without the prior written consent of the Supplier.
    3. Confidentiality.
       1. Each party undertakes that it shall not at any time, and for a period of five years after termination of the Engagement, disclose to any person any confidential information concerning the business, affairs, clients, clients or suppliers of the other party, except as permitted by clause 14.3(b).
       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 Engagement. 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 14.3; and
          – as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Engagement.
    4. Entire agreement.
       1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
       2. 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.
       3. Nothing in this clause shall limit or exclude any liability for fraud.
    5. Variation. Except as set out in these Conditions, no variation of the Engagement shall be effective unless it is explicitly agreed in writing by the parties.
    6. Waiver. A waiver of any right or remedy under the Engagement 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 Engagement 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 Engagement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    8. Notices.
       1. Any notice given to a party under or in connection with the Engagement 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 (if a company) or its principal place of business (in any other case).
       2. Any notice shall be deemed to have been received:
          – if delivered by hand, at the time the notice is left at the proper address; and
          – if sent by pre-paid first-class post next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
          – 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. In this clause14.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
       3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    9. Third party rights. 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.
    10. Governing law. The Engagement, 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.
    11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Engagement or its subject matter or formation.