1. Definitions and Interpretation:

1.1 The following terms as used herein shall have the meaning as stated:

• “Company” means Glasstech Window Tint Ltd as part of Rhino Design (Manchester) Limited;
• “Conditions” means these Conditions of Supply;
• “Confidential Information” means any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential or the information could reasonably be supposed to be confidential;
• “Contract” means any contract between the Company and the Customer for the supply of Services, incorporating these Conditions;
• “Customer” means any person, firm, company or other organisation who is the addressee of the Company’s quotation or acceptance of order issued by the Company and shall include any successor-in-title of the Customer and any company or entity arising (wholly or partly) by way of any merger, amalgamation, reorganisation or acquisition of the Customer;
• “Deliverables” means all documents, products and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Services in any form, including, without limitation, computer programs, data, reports and specifications (including drafts);
• “Input Material” means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Customer to the Company relating to the Services;
• “Intellectual Property Rights” means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in so ware, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
• “Output Material” means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Company to the Customer relating to the Services;
• “Premises” means the premises at which the performance of any installation services shall take place;
• “Services” means any services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them);
• “Website” means the Customer’s website in respect of which the parties have agreed that the Services will be provided.1.2 A reference to a clause is to a clause of these Conditions. Clause headings shall not affect the interpretation of these Conditions.

1.3 Any reference to “parties” means the parties to the Contract and “party” shall be construed accordingly.

1.4 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5 Words in the singular include the plural and in the plural include the singular.

2. Application of Conditions and Description of Services:

1. 2.1 All quotations are made and all orders are accepted by the Company subject only to these Conditions, which shall prevail notwithstanding any other terms and conditions which the Customer shall bring to the Company’s notice. All quotations are based on the project being setup and designed to run on the Company’s recommended hosting, whereby the Company shall have full access and the full ability to apply any relevant server updates and patches. Any request for any project to be installed and run on third
   party hosting not provided by the Company must be raised at the outset and shall be subject to the Company’s written
   consent. All relevant server access would need to be provided by the Customer at the outset to confirm the feasibility of the request to use third party hosting not provided by the Company; this is because any changes to hosting will incur additional costs and will require additional testing. Furthermore, the proprietary code may not be transferable or suitable for transfer to the third party hosting service provider without first putting an appropriate written agreement or a suitable valid licence in place.
2. 2.2 Any quotation is given on the basis that no Contract shall come into existence until the Company accepts the Customer’s order in accordance with the provisions of clause 2.3. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3. 2.3 The placing of an order following any quotation or other indication of price shall not be binding on the Company unless and until accepted by the Company in writing.
4. 2.4 The Customer shall ensure that the terms of its order and any Input Material and/or any applicable specification are complete and accurate.
5. 2.5 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
6. 2.6 The Company accepts orders only on the basis that those instructing the Company do so as principals and are therefore liable directly to the Company for all payments of account.
7. 2.7 In certain circumstances, the Company is required by law to collect evidence of identity from its customers. If the Customer fails to supply any due diligence evidence which the Company requests, the Company will be unable to provide the Services to the Customer.
8. 2.8 No order of the Customer may be cancelled by the Customer, except with the Company’s express agreement and on such terms as the Company may require.
9. 2.9 No order of the Customer may be varied, altered or deferred by the Customer, except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such variation, alteration or deferment.
10. 2.10 The Company reserves the right to charge the Customer for any Output Material provided to the Customer.
11. 2.11 The quantity and description of the Services shall be as set out in the Company’s quotation or acknowledgement of order.
12. 2.12 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s website, 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 and this is not a sale by sample.
13. 2.13 The Company has no obligation to accept any variation to the Contract requested by the Customer, whether by addition, substitution or omission (or, without limitation, to the Services to be provided under the Contract) and no such request shall be deemed to be accepted in the absence of the Company’s written agreement to the variation.
14. 2.14 If any Services are to be performed by the Company in accordance with any Input Material, instructions, specification or design submitted by the Customer, the Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by, the Company, in settlement of any claim for infringement of any Intellectual Property Rights of any other person resulting from the Company’s use of any Input Material, instructions, specification or design so submitted.
15. 2.15 The Customer shall ensure that any specification submitted by the Customer does not contravene any applicable statutory or regulatory requirement.
16. 2.16 The Services are provided for the Customer’s sole and exclusive use and shall not be used or relied upon by any third party.
17. 2.17 The Company reserves the right to make changes to these Conditions at any time, without prior notification.
18. 2.18 In these Conditions, clauses 1 and 2 and clauses 4-13 inclusive shall apply to all Services supplied by the Company. Particular requirements also apply to certain Services and these are addressed in clause 3.

3. Particular Requirements Applying to Certain Services:

Where the Company is to provide graphic design and branding services to the Customer:

1. 3.15 The parties shall agree a detailed project specification with respect to any graphic design and branding services to be undertaken by the Company. Any amendments proposed to the project specification must be made in writing and delivered to the other party. If such proposed amendments incur additional expense the Company is entitled to seek further payment to cover such expense. The Customer agrees that the Company holds no responsibility for any amendments made by any third party, before or after the final proof is signed off by the Customer.
2. 3.16 Any indication given by the Company of a project’s duration is to be considered by the Customer to be an estimate. The Company cannot be held responsible for any project over-runs, whatever the cause.
3. 3.17 The Company will require payment on the completion of development milestones where the project involves considerable development time to implement. The Company reserves the right to define such development milestones and the amount of payment to be paid for each.
4. 3.18 The Company will deliver the completed project to the Customer by way of a method selected by the Company. If the Customer requires the completed project to be loaded onto a fileserver using File Transfer Protocol (FTP) the Customer is responsible for ensuring that the intended fileserver or disk space on the fileserver is properly configured.
5. 3.19 On completion of the project, the Company will require the final proof to be signed off by the Customer. Sign off by the Customer will release the Company from undertaking further work related to the project.
6. 3.20 The Customer undertakes to deliver all the content and materials required for the project and in the formats requested to the Company before commencement of the project. Where this is not possible the Customer will deliver such outstanding content and materials to the Company within 7 days of the start of the project. The Customer will notify the Company in writing (as soon
   as possible) of any delays in delivering content and materials required for the project and provide the Company with a revised timetable for supplying such content and materials. The Company will not be responsible for any delays, missed milestones (where specified in the project) or additional expenses incurred due to the late delivery or non-delivery of content and materials by the Customer where required by the Company for the project.
7. 3.21 The Company will not be held responsible for any image quality which the Customer later deems to be unacceptable. The Company shall not be held responsible for the quality of any images which the Customer wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing or data entry services.
8. 3.22 The Company will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. The Company also reserves the right to refuse to include submitted material without giving a reason. If the Company includes images and/or data in good faith, and subsequently discovers them to be in contravention of its inclusion policy or any law or regulation, the Customer is obliged to allow the Company to remove the offending material without hindrance, or penalty. The Company shall be held in no way responsible for the inclusion of any such material.
9. 3.23 Unless otherwise agreed at briefing stage, all artwork produced remains the property of the Company. This excludes photography supplied or purchased and/or any branding images supplied or not produced by the Company; the use by the Customer of any material provided by the Company’s suppliers shall be subject to the Company’s supplier’s terms, details of which will be provided to the Customer. Any and all Intellectual Property Rights are retained by the Company on all design work, design concepts/ideas including words, pictures, ideas, visuals and illustrations unless specifically released in writing. Intellectual Property Rights in the artwork are licensed for use to the Customer on the basis that the artwork may not be modified, re-used or re-distributed in any way or form without the express written consent of the Company. If a choice of design concepts is presented, only one concept is deemed to be given by the Company as fulfilling the Contract. All other design concepts remain the property of the Company, unless agreed in writing that this arrangement has been changed. By supplying text, images and other data to the

Company for inclusion in the Customer’s artwork or other medium, the Customer declares that it holds the appropriate
Intellectual Property Rights permissions. The ownership of such materials will remain with the Customer, or rightful Intellectual Property Rights owner. The Customer is also responsible for arranging, prior to publication, any necessary legal clearance of materials. Should the Company or the Customer supply an image, text, data, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Customer will agree to allow the Company to remove and/ or replace the offending material without hindrance, or penalty. The Company is to be held in no way responsible for any such material being included. The Customer agrees to fully indemnify and hold the Company free from harm in any and all claims resulting from the Customer not having obtained all the required Intellectual Property Rights permissions.

3.24 The acceptance procedure shall be as follows:

1. a) when the Company considers the work to be completed, the Customer will receive notification by telephone or email;
2. b) the Customer will have seven days from the notification to carry out an appraisal of the work and inform the Company of any changes required to correct any errors;
3. c) the Company will carry out the agreed amendments within fourteen days. The Customer will then have a further seven days to appraise the changes to the work and inform the Company of any errors in the changes;
4. d) after this period the work is considered as accepted, full payment will become due and the Customer will be invoiced for the outstanding costs;
5. e) any additional amendments are then chargeable.
6. 3.25 The Customer shall pay the charges for the graphic design and branding services to the Company (with time for payment being of the essence) as follows:
   1. a) the Customer shall make payment of a non-refundable deposit to the Company prior to commencement of performance of the Services. The deposit payable to the Company shall be 50 % of the charges, unless otherwise agreed in writing by the Company in advance; and
   2. b) the final 50 % of the charges shall be payable upon acceptance pursuant to clause 3.24 above.
7. 3.26 On the expiration or termination of the Contract, any completed parts of the project already delivered to the Customer or test examples of the project not already paid for by the Customer shall be returned to the Company. Furthermore,
   the Customer shall not retain any copies of the returned project, parts thereof or test examples of the project.
8. 3.27 All work is based upon the Customer’s responses to the questionnaire provided to the Customer before any work commences; the Customer’s responses essentially comprise the ‘brief’ to the Company and if the Customer subsequently causes this brief to change substantially, the Company reserves the right to impose additional charges.

Where the Company is to provide copywriting services to the Customer:

1. 3.55 The parties shall agree a detailed specification with respect to any copywriting services to be undertaken by the Company. Any amendments proposed to the specification must be made in writing and delivered to the other party. If any such proposed amendments will incur additional costs, charges or expenses, then these must be met by the Customer.
2. 3.56 As and between the Company and the Customer, all copy created shall remain the property of the Company, unless otherwise agreed in writing by the Company.
3. 3.57 The Company will not include anything in the copy which it considers to be immoral, offensive, obscene, illegal, potentially infringing or libellous.
4. 3.58 The Customer shall be solely responsible for arranging for legal clearance of the copy prior to making any use of the copy. Should it subsequently transpire that the copy is subject to any usage restrictions or limitations, the Customer shall permit the Company to remove and/or replace the offending copy without hindrance or liability to the Customer and any corresponding additional
   costs, charges or expenses shall be for the Customer’s sole account. The Company shall in no way be held responsible for any such copy being included. The Customer shall fully indemnify and hold the Company harmless against any and all claims resulting from the Customer not having obtained all required legal clearances.
5. 3.59 On completion of the project, the Company will require the final proof to be accepted by the Customer.

3.60 The acceptance procedure shall be as follows:

1. a) when the Company considers the work to be completed, the Customer will receive notification by telephone or email;
2. b) the Customer will have seven days from the notification to carry out an appraisal of the work and inform the Company of any changes required to correct any errors;
3. c) the Company will carry out the agreed amendments within fourteen days. The Customer will then have a further seven days to appraise the changes to the work and inform the Company of any errors in the changes;
4. d) after this period, the work is considered as accepted, full payment will become due and the Customer will be invoiced for the outstanding costs. Any additional amendments will be chargeable.

3.61 On the termination of the Contract, any copy delivered to the Customer but not yet fully paid for by the Customer shall be returned to the Company and the Customer shall not retain any duplicates of the copy.

4. Price:

1. 4.1 Prices for the Services, howsoever given, are based on conditions ruling on the date of their giving and are subject to change. The effective price for the Services shall be the price confirmed by the Company in its written notification of acceptance of the Customer’s order pursuant to clause 2.3. Where appropriate, the Services will be charged at the Company’s then-current hourly rates.
2. 4.2 The Company reserves the right, by giving notice to the Customer at any time before provision of the Services , to increase the price of the Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, any increase in the costs of labour, materials or other costs of production), any change in delivery dates, quantities or specifications for the Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate, accurate or complete information or instructions.
3. 4.3 Unless otherwise stated, the price quoted will be exclusive of Value Added Tax which will be charged at the rate which is applicable at the date of commencement of performance of the Services.
4. 4.4 The price of the Services excludes any disbursements incurred (including but not limited to travel, photography, copywriting, stock imagery, courier and other reasonable costs, charges and expenses) which will be separately charged to the Company.
5. 4.5 The Company shall not be liable to the Customer if for any reason the Company shall have failed to provide the Services in full, provided that the Company shall have used its reasonable endeavours to rectify any such failure and the Customer shall remain liable to pay all of the charges for the Services to the Company notwithstanding any such failure.
6. 4.6 Any waiver or reduction of any price will only be applicable if agreed by the Company in writing.

5. Performance:

1. 5.1 Whilst the Company will endeavour to provide the Services in accordance with the Customer’s requirements, the Company will not be liable for any consequences of any delay in the provision of the Services, howsoever caused.
2. 5.2 Unless otherwise agreed in writing by the Company, the performance of the Services shall take place at the Company’s place of business.
3. 5.3 The Company may perform the Services in separate tranches. Each separate tranche shall be invoiced and paid for in accordance with the provisions of the Contract.
4. 5.4 Each tranche shall be a separate contract.
5. 5.5 No cancellation or termination of any one contract relating to a tranche shall entitle the Customer to repudiate or cancel any other contract or tranche.
6. 5.6 The Customer shall not, without the prior written consent of the Company, whether acting on the Customer’s own account, on behalf of, or with any other person (including any person which the Customer directs to act on its behalf), at any time from the date of first provision of the Services to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
7. 5.7 Any consent given by the Company in accordance with clause 5.6 shall be subject to the Customer paying to the Company a sum equivalent to 15 % of the then current annual remuneration of the Company’s employee, consultant or subcontractor.
8. 5.8 Certain Services are indicated in clause 3 as being subject to a minimum period. If the Company notifies the Customer that any Services (other than those identified in clause 3) are subject to a minimum period, then those Services shall be provided for such minimum period and may only be terminated upon such notice period as may be stipulated by the Company, subject to earlier termination under clause 12.

6. Confidential Information, Intellectual Property Rights and Data Protection:

1. 6.1 The Customer and the Company agree that in the course of the Company providing the Services to the Customer, the parties may disclose to each other certain Confidential Information. The Customer and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party. Neither party shall use any Confidential Information for any purpose other than the discharge of its respective obligations under the Contract.
2. 6.2 The Customer acknowledges the Company’s ownership of any and all Intellectual Property Rights in any Deliverables and any Output Material and in any Services provided to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. Subject to any rights granted to the Customer in relation to any of the Services detailed in clause 3, the Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that, without limitation, any and all Intellectual Property Rights developed by the Company in performing any Services shall become vested and shall vest in the Company absolutely and shall also be subject to the other provisions of this clause
3. 6.3 Without limiting the generality of clause 6.2, any and all proprietary code developed by the Company which is related to the development of the Website (including bespoke content management systems, data room engines and functionality and bespoke functionality programming) shall vest in and shall remain the sole and exclusive property of the Company. Any such proprietary code is specifically designed to be run from the Company’s recommended hosting service and as such shall be non-transferable to any third party hosting service provider (other than in accordance with the requirements of clause 2.1), in order to preserve the Company’s Intellectual Property Rights in said proprietary code.
4. 6.4 The Customer agrees that it shall and shall procure that its employees, agents and sub-contractors shall, at all times, comply with the provisions of the Data Protection Act 1998 and warrants to the Company that all personal data provided to the Company under the Contract is properly and lawfully held and provided by the Customer.
5. 6.5 The Customer consents to the processing of personal data supplied by the Customer and/or held by the Company for the purpose of performing the Company’s duties under the Contract and warrants that it has obtained the necessary consents from all individual data subjects for the processing of personal data in accordance with the Company’s obligations under the Contract.
6. 6.6 The Customer shall indemnify and hold the Company harmless against all actions, claims, proceedings, losses, damages, demands, liabilities, costs (including legal and other professional costs) and expenses arising out of or in connection with any breach of clause 6.4 or clause 6.5 and/or the Data Protection Act 1998.

7. Payment:

1. 7.1 Subject only to any special terms agreed in writing between the Company and the Customer, the Company shall be entitled to invoice the Customer for the price of the Services on or at any time after acceptance of the Customer’s order.
2. 7.2 Subject to any particular payment requirements for any of the Services detailed in clause 3, provided that the Customer has produced references which in the Company’s opinion are satisfactory, then settlement terms will be net 30 days from the invoice date. In all other cases payments shall be made in advance upon submission by the Company of a pro-forma invoice.
3. 7.3 The time of payment of the price shall be of the essence of the Contract.
4. 7.4 All payments shall be made without any deduction, withholding or set-off.
5. 7.5 Failure by the Customer to pay any invoice by its due date shall entitle the Company to:
   1. a) at its option, to charge interest at the rate of five percent (5%) per annum above Lloyds TSB Bank plc’s base lending rate from time to time calculated on a daily basis (whether before or after any judgment) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
   2. b) charge the Customer with any costs incurred by the Company in the course of collecting outstanding monies due to the Company from the Customer;
   3. c) suspend any warranty for the Services or any other services supplied by the Company to the Customer, whether or not they have been paid for;
   4. d) appropriate any payment made by the Customer to such of the Services as the Company may think fit;
   5. e) set off any amount owed by the Company to the Customer against any amount owed by the Customer to the Company on any account whatsoever;
   6. f) terminate the Contract, or suspend or cancel any future performance of Services; and
   7. g) cancel any discount (if any) offered to the Customer.
6. 7.6 The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7. 7.7 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8. Force Majeure:

The Company reserves the right to defer the date of provision of the Services, or to cancel the Contract or reduce the volume of the Services ordered by the Customer (without liability to the Customer) if it is prevented from, or delayed in, the carrying on of its business (wholly or in part) due to circumstances beyond the reasonable control of the Company including, without limitation, Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers, or any inability or delay in obtaining supplies of adequate or suitable materials, or the failure or demise of any source of supply.

9. Warranty:

1. 9.1 The Company warrants (subject to the other provisions of these Conditions) that the Services will be performed with reasonable skill and care.
2. 9.2 The Company’s liability pursuant to clause 9.1 shall be limited to re-performing those Services found not to have been performed with reasonable skill and care and notified to the Company within the period set forth in clause 9.3.
3. 9.3 Any deficiency in the performance of the Services shall be notified to the Company within 7 days of completion of the performance of the Services; otherwise, the Services shall be deemed to be satisfactory and a charge will be made for additional rectification work.
4. 9.4 The Company shall not be liable for any breach of any warranty in clause 9.1, if:
   1. a) the deficiency arises from any Input Material, instructions, specification or design supplied by the Customer, or from any other cause which is not due to the neglect or default of the Company;
   2. b) the full price for the Services has not been paid by the time for payment stipulated in clause 7.2; or
   3. c) the deficiency is of a type specifically excluded by the Company by notice in writing.
5. 9.5 If upon investigation, the Company reasonably determines that any deficiency in the Services is a result of, or is excused by, any of the matters referred to in clause 9.4, the Customer shall be liable for all costs reasonably incurred by the Company in investigating the same and determining the cause.

10. Exclusion of liability and indemnity:

1. 10.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
   1. a) any breach of these Conditions;
   2. b) any use made by the Customer of any of the Services; and
   3. c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
2. 10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Contract.
3. 10.3 Nothing in these Conditions excludes or limits the liability of the Company:
   1. a) for death or personal injury caused by the Company’s negligence; or
   2. b) under section 2(3), Consumer Protection Act 1987; or
   3. c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
   4. d) for fraud or fraudulent misrepresentation.

Subject to clause 10.2 and clause 10.3:

1. e) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
2. f) the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10.4 The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of
any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.

11. Changes:

The Company reserves the right without prior approval from or notice to the Customer to make any changes in the specification of the Services which are required to conform to any applicable statutory or regulatory requirements or which, in the reasonable opinion of the Company, do not materially affect the specification of the Services.

12. Termination:

1. 12.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
   1. a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
   2. b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
   3. c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
   4. d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
   5. e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
   6. f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   7. g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
   8. h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
   9. i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
   10. j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
   11. k) Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.1(d) 12.1(j) (inclusive); or
   12. l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
   13. m) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
2. 12.2 On termination of the Contract for any reason:
   1. a) The Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and,
      in respect of any Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
   2. b) The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

13. General:

1. 13.1 No forbearance or indulgence granted by the Company to the Customer shall in any way limit the rights of the Company under these Conditions.
2. 13.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business.
3. 13.3 Neither the Company nor the Customer intends that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
4. 13.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
5. 13.5 The Company shall be entitled at its discretion to perform any or all of its obligations under the Contract by using subcontractors.
6. 13.6 The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.
7. 13.7 Any dispute arising under or in connection with the Contract shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application by either party to the President for the time being of the Law Society whose decision as to the type, qualifications and experience of such arbitrator shall be final and binding on the parties.
8. 13.8 The costs of the arbitrator shall be borne by the parties as he directs and his decision on the issue in dispute shall be final.
9. 13.9 These Conditions shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose.