1.1 In these conditions, the following definitions will apply (unless the context requires otherwise):
1.2 Reference in these Terms & Conditions to the singular shall be deemed to include the plural and vice versa. Headings to clauses are included for ease of reference and shall not affect the interpretation of these Terms & Conditions.
2. Formation of Agreement
2.1. These Conditions apply to the Order and all subsequent orders of Products and/or Services by You from Us to the exclusion of all other terms and conditions.
2.2. Until We accept Your Order, no agreement exists between You and Us and We are not bound to provide any Products or Services to You. Your Order will not be deemed to be accepted until We give you a written notice of acceptance of Your Order or (if earlier) the Products are invoiced or dispatched to You or We commence performance of the Services.
2.3. Any variation to these Conditions must be agreed in writing by an authorised AutoTrip Limited signatory.
2.4. By purchasing Our Product and services You accept these conditions. You may not cancel the Order without Our written agreement and on terms that You indemnify Us, and keep Us indemnified, in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses directly or indirectly incurred by Us as a result of such cancellation. Any such cancellation will be treated as early termination.
2.5 Any quotation given by Us shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue or as otherwise agreed.
2.6 All of these Conditions shall apply to the supply of both Products and Services except where applications to one or the other are specified.
3. Intellectual Property
3.1. You acknowledge that all intellectual property rights existing or which may arise in connection with the Products or the Services remains with or will belong to Us or its licensors.
3.2. We grant to You, for its normal business use in relation to the provision of the Products and Services only and for no other purpose, a fully paid-up, worldwide, non-exclusive, royalty-free license during the term of the Agreement to copy, download, display, save and print map data belonging to Us.
3.3. You shall not sub-license, assign or otherwise transfer the rights granted by clause 3.2.
3.4. You grant Us a fully paid-up, non-exclusive, royalty-free non-transferable license to copy and modify any materials provided by You to Us for the term of the Agreement for the purpose of providing the Services to You.
4.1. The products are described on Our website, advertising literature and Agreement Document.
4.2. We reserve the right to amend the specification or design of the Products entirely at Our own discretion and/or if required by any applicable statutory or regulatory requirement, and We shall notify You in any such event.
4.3. The mapping functions of the Products are subject to the restrictions (if any) of the local or national mapping authorities applicable in the areas in which the Products may be used.
4.4. Before first use of the Products, You shall register and verify the Products in accordance with the training materials provided with the Products and using Our online interface. If You fail to register and verify the Products then You must notify Us immediately.
4.5. The Products must be used only in connection with the Services provided by Us.
4.6. You must operate and handle the Products in accordance with training materials provided with the Products.
5. Delivery and Risk
5.1. We will use reasonable endeavours to meet any dates or times specified or requested for delivery of the Products and the performance of the Services, but all such dates and times are estimates only and We will not be liable for any damage or loss suffered by You as a result of such dates or times not being met.
5.2. We reserve the right to make deliveries in instalments. Delay or other default by Us in relation to a particular instalment will not relieve You of Your obligation to accept delivery of and pay for other instalments.
5.3. The Products will be delivered to You at Your delivery address as set out in your trial sign-up application.
5.4. All risk in the Product will pass to You at the time of delivery or, if You wrongfully fail to take delivery of the Products, at the time when We tender delivery of them.
5.5. If You do not accept delivery of the Products, fail to give Us adequate delivery instructions or delay or prevent Us from delivering the Products, then without prejudice to any other right or remedy available to us:
5.5.1. We may on written notice to You, charge a reasonable sum in respect of any additional expenses incurred by Us; and
5.5.2. You will be deemed to have repudiated this Agreement and We may terminate it in accordance with these Conditions.
5.6. You will be responsible for obtaining all necessary consents for the installation and use of the Products in any premises and/or vehicles.
6. Quality of Products
6.1 We warrant that on delivery, the Products shall:
6.1.1. conform in all materials respects with their description;
6.1.2. be free from material defects in design, material and workmanship;
6.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.2. Subject to clause 6.3 and the Product Terms, We shall, at Our option, repair or replace any defective Products, or refund the price of the defective Products in full if:
6.2.1. You give notice in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 6.1;
6.2.2. We are given a reasonable opportunity of examining such Products; and
6.2.3. You (if asked to do so by Us) return such Products to Our place of business at Your cost.
6.3. We shall not be liable for the Products’ failure to comply with the warranty in clause 6.1 if:
6.3.1. You make any further use of such Products after giving a notice in accordance with Clause 6.2;
6.3.2. the defect arises because You failed to follow Our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
6.3.3. You alter or repair such Products without written consent from Us;
6.3.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
6.3.5. the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4. Except as provided in this clause 6, We shall have no liability to You in respect of the Products’ failure to comply with the warranty set out in clause 6.1.
6.5. The terms of these Conditions shall apply to any repaired or replacement Products supplied by Us.
7. Acceptance of the Products
7.1. You will be deemed to have accepted to purchase Our Product on the trial end date unless you notify Us in writing or return the Products to Us before the end of Your trial.
7.2. If we have not received Our Products back 7 days following the end of Your trial, You will be charged for the cost of them in full immediately.
7.3. You may not return any Products delivered to You which comply with this Agreement in all material respects without Our prior written approval.
7.3. If You return any Products which comply with this Agreement in all material aspects to Us without Our prior written approval, We may return them to You or store them at Your cost without prejudice to any rights or remedies We may have.
8. Charges and Payment
8.1. The price for Products:
8.1.1. shall be the price agreed in writing and as stated on the invoice;
8.1.2 shall be inclusive of all costs and charges of shipping and packaging except insurance.
8.2. We reserve the right to:
8.2.1. increase the charges for the Products and/or Services on an annual basis (i.e. no more than once in any calendar year) in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and each increase shall take effect from the date of the annual review and shall be based on the latest available figure for the percentage increase in the Retail Prices Index or Average Earnings Index;
8.2.2. increase the price of the Products, by giving notice to You at any time before delivery or subscription renewal, to reflect any increase in the cost of the Products to Us that is due to:
18.104.22.168. any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
22.214.171.124. any delay caused by any instructions by You in respect of the Products or Your failure to give Us adequate or accurate information or instructions in respect of the Products.
8.3. Unless otherwise agreed in writing, the price for the Products, and the charges for any training services, will be invoiced at the end of the trial period. Unless otherwise agreed in writing, charges for the Internet-based Services will be payable annually in advance by direct debit/card payment. The charges are due upon order and in advance of dispatch of the products to you and annually in advance in respect of the Services supplied under this Agreement. Charges for each subsequent 12-month period of Services are due immediately before the start of such period.
8.4. All invoices issued under this Agreement are payable within 14 days of the date of the invoice. Time for payment will be of the essence. We will not be obliged to perform Internet-based Services for You until We have received payment in full of the relevant invoice(s).
8.5. The charges for the Products and Services are exclusive of VAT which will be charged at the rate current at the date of invoice. The charges for the Products and Services include postage and packaging but exclude insurance charges and reasonable out of pocket travel expenses for training which will also be invoiced by Us to You.
8.6. Late payment will carry interest at a daily rate of 0.04% from time to time from the due date until the date You make payment in full. Interest will accrue daily after as well as before any judgment. You will reimburse Us for all costs and expenses (including legal costs) incurred in the collection of any late payments.
8.7. If you do not make any payments to Us by the due date or You commit any other breach of these Conditions, We may, on 14 days’ prior written notice and without prejudice to any other remedy or right available to Us, suspend any further deliveries of Products and/or performance of any or all of the Services.
9.1 Notwithstanding delivery and the passing of risk in the Products, We will retain all the ownership rights in the Products until we have received payment in full of all the sums due to Us for the Products under this Agreement.
9.2 Unless and until We have received payment in full for all sums due to Us in respect of the products, We may at any time require You to return the Products to Us.
10. Supply of Services
10.1. We shall supply the Services to You in accordance with the Service Specification in all material respects.
10.2. We reserve the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and We shall notify You in any such event.
10.3. We warrant to You that the Services will be provided using reasonable care and skill.
11. Internet-Based Services
11.1. The Internet services are only available to You as follows:
11.1.1. unless You are otherwise notified by Us in writing Internet services are only available to You within the UK;
11.1.2. unless You are otherwise notified by Us in writing. Internet services will be available to You to street level and/or to mapping level at such locations as We decide at Our absolute discretion;
11.1.3. when the equipment is switched on and when it incorporates a cellular transceiver and activated cellular service, is within the operating range of a provider of cellular service to such system;
11.1.4. subject to transmission limitations caused by atmospheric or topographical conditions, busy cells, limitations in the cellular infrastructure and any other similar conditions outside Our control;
11.1.5. subject to limitations based on the electrical system design and structure of the object to which the equipment is attached;
11.1.6. subject to refusal, interruption or curtailment due to government regulations or orders due to system capacity limitation or equipment modifications, upgrades, relocations, repairs and similar activities necessary or appropriate for the provision of the Internet-based Services;
11.1.7. subject to unavailability while the battery to which any Equipment is connected is discharged or disconnected or if any of the Equipment is damaged;
11.1.8. you accept that some of the Services rely on GPS and that the provision of the Services is dependent upon the provision of normal uninterrupted satellite and land telecommunication services, mobile telephone services, power supplies and equipment which may be owned, controlled or operated by third parties or which may be subject to statutory control or which may operate under government granted licences or permits. Accordingly, the level and quality of the Services at any time may be impaired, interrupted or suspended by any act or omission of the US Department of Defence or other authority or regulatory body which may now or later have responsibility for/or control over any aspect of the delivery of any part of such Services.
11.1.9. subject to any other GPS limitations that may impair Our ability to determine precisely the Equipment’s location.
11.2. You acknowledge and agree the provision of the Internet-based services depends on the proper provision and/or maintenance of the Equipment that may be installed and/or maintained by third parties.
11.3. The Internet Services depend upon the availability of the Systems and, by their nature, may from time to time be adversely affected by physical features e.g., buildings, underpasses, atmospheric conditions, topography and other causes of interference and may fail or require maintenance from the relevant Systems Provider without notice.
11.4. You authorise Us to deactivate the Internet-based Services temporarily for nuisance or safety reasons.
11.5. You must comply with any reasonable instructions issued by us which concern Your use of the Services and/or the Equipment and/or connected matters.
11.6. You must advise Us immediately by telephone in the event of loss or theft of the Equipment or the SIM card or if the SIM card is damaged. You acknowledge and agree to indemnify Us of any airtime or other charges that We may incur in the event that the Equipment and/or SIM card is stolen and We are not notified immediately.
11.7. We may suspend availability of all or any Internet-based Services or disconnect any Products if:
11.7.1. You fail to comply with any of the terms of this Agreement (including failure or delay in payment) until the breach (if capable of remedy) is remedied; or
11.7.2. You do (or allow to be done) anything which is in Our reasonable opinion may in any way adversely affect the quality, function, operation of performance of any Internet-based Services to You or any other customer; or
11.7.3. the use of the Internet-based Services by any person may constitute a violation or infringement of any third party right or of any statutory duty or any obligation in contract, tort of otherwise; or
11.7.4. You fail to meet Our reasonable requirements as to credit-worthiness or if we reasonably believe that you have entered into this Agreement fraudulently or that any Internet-based Services are being used for criminal, unlawful or inappropriate activities by You or any other person.
11.7.5. Any exercise by Us of this right of suspension or disconnection will not affect Your obligation to pay the charges due for the period of suspension or disconnection or Our right subsequently to terminate this Agreement.
12. Customer Obligations
12.1. You shall:
12.1.1 ensure that the terms of this Agreement Document and any information it provides in the Service Specification are complete and accurate;
12.1.2. co-operate with Us in all matters relating to the Services;
12.1.3. provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
12.1.4. obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.1.5. comply with any additional obligations as set out in the Service Specification or Product Terms.
12.2. If Our performance of any of Our obligations under the Agreements is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (“Customer Default”):
12.2.1. without limiting or affecting any other right or remedy available to it, We shall have the right to suspend performance of the Services until You remedy the Customer Default, and to rely on the Customer Default to relieve Us from the performance of any of Our obligations in each case to the extent the Customer Default prevents or delays Our performance of any of our obligations;
12.2.2. We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 12.2; and
12.2.3. You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Customer Default.
13.1 Subject to paragraph 13.4, We warrant to You that:
13.1.1 the Services will be provided with reasonable skill and care; and
13.1.2. the Products will correspond materially with their specification at the time of delivery and will be free from material defects in material and workmanship for a period of 12 months from delivery.
13.2. If any Product is found to Our reasonable satisfaction not to conform to the warranty set out in paragraph 13.1, Our only obligation is at Our discretion either to;
13.2.1. replace or repair (at a location in the United Kingdom agreed between You and Us) free of charge the defective Product; or
13.2.2. refund the price of the defective Product in the event that this has already been paid to Us by You against the return of the Product.
13.3. We will redeliver any repaired or replaced Products to You free of charge to destinations (agreed between You and Us) in the United Kingdom. Such delivery will otherwise be in accordance with the subject of these Conditions, except that the period of 12 months referred to in paragraph 13.1 will be replaced by the unexpired portion of the 12 month period since the original delivery of the Products.
13.4. We will not be liable to You under paragraph 13.1 and/or 13.2:
13.4.1. if the Products or Services have been misused, mishandled, overloaded, modified or used for any purpose other than that for which they were intended; or
13.4.2. if the Products have been installed or repaired by someone other than Us or Our agents or sub-contractors and the defect results from such installation or repair; or
13.4.3. if the defect is due to fair wear and tear, wilful damage, negligence, abnormal operating conditions or failure to follow Our instructions: or
13.4.4. if the total price of the Product has not been paid to Us by the due date for payment; or
13.4.5. if the Products have been manufactured to Your design and the fault is due to Your faulty design.
13.5. You will pay all costs and expenses reasonably incurred by Us.
13.5.1. in attempting to repair the Products where either no fault is found or is found to exist or the fault is not covered by the warranty not contained in this paragraph; and/or
13.5.2. if We are prevented from or delayed in carrying out any replacement or repair pursuant to paragraph 13.2.1 by You or Your employee’s or contractors act or omission.
13.6. Except as expressly provided in this Agreement, all warranties, guarantees and conditions relating to the Products and/or Services including (without limitation) those relating to description, quality, and fitness for purpose (whether express or implied by statute common law or otherwise) are excluded. In particular, We give no warranty as to the accuracy of data transmitted via the Systems nor as to the continuous availability of the Systems.
13.7. You must notify Us of any claim under paragraph 13 as soon as reasonably possible.
14. Limitation of Liability
14.1. You acknowledge and agree that:
14.1.1. You are responsible for the operation of the Products and You will ensure that they are used safely and properly and that You will use, maintain and keep them in accordance with any instructions provided by Us; and
14.1.2. the prices of the Products and Services are agreed commercially on the basis of Our potential liability as set out in this Agreement, with You having had the opportunity to ask for a variation of these conditions with any appropriate adjustment to the charges for the Products and/or Services.
14.2. Except as expressly provided in this Agreement We will not be liable to You in any way (whether contractual, tortuous or otherwise) in respect of any loss, damage or expense arising directly or indirectly from any defect in the Products or any failure to provide the Services whether or not caused by Our negligence or that of our employees, agents or sub-contractors. In particular, We will not be liable for any loss of profit, loss of data, loss of goodwill, loss of business opportunity or any liability to third parties or for any consequential or indirect loss, damage or expense which may be suffered or incurred by You in connection with the Products or the Services.
14.3. Our aggregate liability to You for any and all claims arising from any and all acts and/or defaults of Us, or Our employees, agents or sub-contractors, whether for negligence, breach of contract or otherwise will not in any event exceed the total amount paid by You to Us for the Products and Services under this Agreement.
14.4. Nothing in these conditions will:
14.4.1. restrict or exclude liability for death or personal injury caused to You by Our negligence; or
14.4.2. limit or exclude Our liability for fraud or fraudulent misrepresentation;
14.4.3. if You are a consumer, restrict or exclude liability for death or personal injury caused to You by Our act or omission; or
14.4.4. restrict or exclude any liability of Us which may arise under section 12, Sale of Goods Act 1979, Part 1, Consumer Protection Act 1987 or Section 2, Supply of Good and Services Act 1982; or
14.4.5. if You are dealing as a consumer (as defined in Section 12, Unfair Contract Terms Act 1977) affect Your statutory rights under the Sale of Goods Act 1979, the Consumer Transactions (Restrictions on Statements) order 1976 or the Supply of Goods and Services Act 1982.
14.5. Subject to paragraph 14.4, We shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
14.5.1. loss of profits;
14.5.2. loss of sales or business;
14.5.3. loss of agreements or contracts;
14.5.4. loss of anticipated savings;
14.5.5. loss of use or corruption of software, data or information;
14.5.6. loss of or damage to goodwill; and
14.5.7. any indirect or consequential loss.
14.6. Subject to paragraph 14.4, Our total liability to the Customer, whether in contract, tort (negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 5% of the total charges paid under the Contract.
14.7. You are responsible for satisfying yourself that the Products and the Services are appropriate for the purposes for which they are intended.
14.8. You will indemnify Us and keep us indemnified against all liabilities, claims, damages, losses and proceedings arising out of or in any way connected with any breach of this Agreement or act or omission by You, Your employees, agents and sub-contractors.
14.9. In any event, Our liability shall automatically cease either if You are in breach of the Rental Agreement or of this or any other contract made with Us or if We or Our servants or agents are denied full and free rights of access to any alleged defective Products or Services.
14.10. This clause 14 shall survive termination of the Contract.
15. Data Protection and Data Processing
15.1. You acknowledge and agree that We may hold files and voice computer records containing Your records which may include Your personal details (if You are an individual or group of individuals) or those of Your employees, bank details and other records whether provided by You or another source including as a result of collecting information from use of the Services. This information may include sensitive information. It is held to enable Us to provide the Service, and may also be used for administration purposes and particular to comply with our legal obligations.
15.2. We may also pass your personal details to associated companies and Our or their agents to those concerned in the prevention and detection of crime for the purposes of compliance with any legal obligation.
15.3. By Acceptance of Our Products and Services You consent to the above and if any individual (e.g. one of Your employees) uses any of the Products or the Services or if You provide any personal information about any individual to Us, You must ensure that, prior to such use commencing or prior to the provision to Us of that information, that individual is informed of the purposes for which their personal information may be used by Us and has consented to such use, including the monitoring or recording of their calls in accordance with the terms of this Agreement.
15.4. You acknowledge and agree that in conjunction with the provision of the services We may create an electronic or other record of the Equipment’s location, direction and other circumstances and any incidents monitored by the Equipment. You understand and agree that any such records, as well as Your account information, may be retained by Us. You consent to Our use and that of third parties of these records and of Your account information for the purposes of providing the services and administering Your account.
15.5. You warrant that You will comply with the provisions of the DPA, (including the Data Protection principles) and the Telecommunications (Data Protection and Privacy) Regulations 1999 and in particular that You give (and in the case of any relevant individual have procured the giving of) all consents and approvals required by Us in order to lawfully give effect of this Agreement and You will indemnify Us and keep us indemnified against all liabilities, losses and expenses that We may incur as a result of Your breach of this warranty.
15.6. You acknowledge that We may monitor and record conversations from time to time for quality assurance and employee training purposes including between Our response centre specialists and You. You consent to such monitoring and recording and agree that neither We nor any associated company will be liable for any claims, losses, damages or costs of any kind which may result from any such monitored and/or recorded conversations.
15.7. Your use of the Products may fall within the DPA or any successor legislation and if so it is Your responsibility to comply with the relevant legislation.
16.1. So far as practicable (and subject to paragraph 15), We undertake to treat all information identified as being supplied by You contained in Our system and/or documentation as confidential and will not disclose it to any third party without Your permission, unless for the purposes of clause 16.2.
16.2. You acknowledge Our right to use any general intelligence or experience gained in the provision of the Services for the purposes of marketing and/or improving Our systems and services for customers.
16.3. Neither party’s obligations of confidentially will apply in relation to information which (a) is public knowledge other than as a result of a breach of that party’s obligations or (b) which it is obligated to disclose by law, any Court of competent jurisdiction, any government agency or regulatory body lawfully requesting the same or by the regulations of any recognized stock exchange.
16.4. You will not without Our prior written consent disclose or use, for Your own purposes or for the benefit of any other person, any confidential or proprietary information concerning or belonging to Us.
17. Security and Privacy of Information Transmitted
17.1. You acknowledge that activation of some of the Services may require the use of a password and that anyone with access to Your user details and password, and/or those provided to your employees, may be able to access such Services. It is Your responsibility to maintain the privacy and security of Your password and those provided to your employees and/or accessed via your systems. You agree that neither We nor any associated company will be liable to You or any third party for any claims, losses, damages or costs which may result from any use of Your password and/or those of your employees.
17.2. You acknowledge and agree that cellular telephone systems use radio channels to transmit voice and Data communications over a complex network and that therefore neither privacy nor security of conversations or data transmitted over cellar telephone systems can be guaranteed. You also acknowledge and agree that the use of the internet and/or telephone lines to access any of the Services does not provide a secure environment. Unwanted programmes or material may be downloaded without the knowledge of You or the user, which may give unauthorised persons access to Your computer data. These programs may perform actions which neither You nor the user has authorised, possibly without Your or the user’s knowledge. Consequently, neither We nor any associated company will be liable to You for any claims, losses, damages or costs which may result from a lack of privacy or security experienced over cellular telephone systems, the internet or telephone lines.
18.1. Without affecting any other right or remedy available to it, We may terminate the Contract by giving You not less than one months written notice.
18.2. You may terminate this agreement by the service of notice, which must be of not less than one months duration and not more than six months duration and shall not expire before the end of the Initial Term or (if applicable) the first anniversary of the Rolling Term in which the notice to terminate is given.
18.3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
18.3.1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
18.3.2. the other party takes any steps or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
18.3.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or substantial part of its business; or
18.3.4. 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 Contract has been placed in jeopardy.
18.4. Without affecting any other right or remedy available to it, We may terminate the Contract with immediate effect by given written notice to You if:
18.4.1.You fail to pay any amount due under the Contract on the due date for payment; or
18.4.2. there is a change of control of the Customer.
18.5. Without affecting any other right or remedy available to it, We may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between us if You fail to pay any amount due under the Contract on the due date for payment, You become subject to any of the events listed in clause 18.3., or We reasonably believe that You are about to become subject to any of them.
19. Consequences of Termination
19.1. If this agreement is terminated for any reason, without prejudice to any other right and remedy available to Us You will:
19.1.1 immediately pay Us all of Our outstanding unpaid invoices and interest and, in respect of Services and Products supplied but which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt:
19.1.2. You shall return all of the Products which have not been fully paid for. If You fail to do so, You will be liable to pay for the Products that have not been returned. Until they have been returned, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
19.1.3. You will pay all Our costs expenses and losses resulting from such termination; and
19.1.4. all rights granted to You pursuant to paragraphs 11 and 13 will cease.
19.2. The termination of this agreement is without prejudice to any rights or liabilities of either party which have accrued prior to termination and shall not affect any provision which comes into effect or continues in effect after termination (including but not limited to paragraphs 15 and 16).
20.1. Entire Agreement
20.1.1. This Agreement, together with any documents referred to in it, constitutes the whole agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.1.2. No particulars, statements or descriptions whether contained in any advertising matter, catalogues, brochures, price lists or otherwise provided by Us concerning the Products and/or the Services nor any verbal representations by any agent, employee or representative of Us shall form part of this Agreement or be treated as constituting a representation on Our part.
20.1.3. You acknowledge that You have not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and agree that You shall have no remedy in respect of any other such representation or warranty except in the case of fraud or fraudulent misrepresentation.
20.1.4. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Agreement.
20.1.5. Nothing in this clause shall limit or exclude any liability for fraud.
20.2.1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of Our rights and obligations under the Agreement, provided that if You are a Consumer such assignment does not reduce any of Your guarantees under this Agreement.
20.2.2. You shall not assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under this Agreement without Our prior written consent. You may not resell any of the Products or Services (whether as a distributor, retailer or dealer).
20.3. Force Majeure. Neither party shall be in breach of the Agreement nor liable in any way for loss or damage arising directly or indirectly through or in consequence of being unable to perform its obligations under this Agreement as a result of any cause beyond its reasonable control. Upon the occurrence of such event, such party may terminate this Agreement without liability.
20.4. Third parties. A person who is not a party to this Agreement has no right under the Contracts (Rights to Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from this Act.
20.5. No partnership or agency. Nothing in this Agreement is intended to or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
20.6. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
20.7. Severability. If any provision or part-provision of this Agreement shall be held to be invalid, illegal, void or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of this Agreement shall not be affected in any other jurisdiction.
20.8. Set Off. Except where You are a Consumer, You are not entitled to exercise any right of set-off or counterclaim against any amounts due to Us by You under this Agreement.
20.9. Notices. Any notice given under this Agreement shall be sent by email, post or delivered by hand to the recipient’s address. Notices shall be deemed to have been delivered 48 hours after the date of posting or on delivery if delivered by hand.
20.10. Governing Law and Jurisdiction. 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 laws of England. 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 the Contract or its subject matter or formation.