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These terms and conditions (the "Terms") shall apply to and govern the supply of Services and Goods (as defined below) between RMS (Scotland) Limited, incorporated in Scotland under the Companies Acts (Company Number SC272304) and having its registered office at Unit 6, Ettrick Riverside, Dunsdale Road, Selkirk, Selkirkshire, TD7 5EB (“the Supplier”) and the Customer (as defined below). The Customer's attention is particularly drawn to the provisions of clause 12.

1.1 Definitions.
In these Conditions, the following definitions apply:

  1. Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Scotland are open for business.
  2. Charges means the charges payable by the Customer for the supply of Services as detailed in the Customer Work Order and in accordance with clause 9.
  3. Contract means the Customer Work Order together with these Terms which forms the contract between the Supplier and the Customer for the supply of Goods and/or Services.
  4. Customer means the person or firm who purchases Services from the Supplier, as more particularly described in the Customer Work Order.
  5. Customer Work Order means the customer's order for supply of Goods and/or Services as entered into by the Customer and Supplier to which these Terms are attached.
  6. Deliverables means any goods or other deliverables as set out in the Customer Work Order.
  7. Delivery Location means the delivery address as set out in the Customer Work Order.
  8. Goods mean the goods (or any part of them) as set out in the Customer Work Order.
  9. Goods Specification means any specification of the Goods as more particularly described in the Customer Work Order, including any relevant plans, drawing or measurements that are agreed by the Customer and the Supplier.
  10. Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  11. Order means the Customer's order for the supply of Goods and/or Services, as set out in the Customer Work Order
  12. Services means the services, including the deliverables, supplied by the Supplier to the Customer as set out in Part 1 of the Schedule to the Customer Work Order
  13. Supplier Materials has the meaning as set out in clause 8.1.7
  14. Terms means these terms and conditions as amended from time to time in accordance with clause 17.7.

1.2 Construction.
In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 A reference to writing or written includes faxes and e-mails.

2.1 The Customer Work Order and these Terms constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Customer Work Order or these Terms. In the case of a conflict between the terms of the Customer Work Order and these Terms, these Terms shall prevail.
2.2 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.
2.3These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of twenty (20) Business Days from its date of issue.

3.1 The Goods are as described in the Customer Work Order.
3.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3The Supplier reserves the right to amend the specification of the Goods as required by any applicable statutory or regulatory requirements.

4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 If the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may mutually agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to accept or take delivery of the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the 5th Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
4.6.2 The Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6.3 If twenty (20) Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

5.1 Subject to clauses 5.3 and 5.4 below, the Supplier warrants that on delivery and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
5.1.1 Conform with their description or the Goods Specification, whichever is applicable in accordance with the Customer Work Order
5.1.2 be free from material defects in design, material and workmanship;
5.1.3 Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4 Be fit for the purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.2;
5.2.2 The Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.2.4 For the avoidance of doubt, a new warranty period shall not be established for any goods that are repaired or replaced in warranty.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
5.3.1 The Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.3.2 The defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3 The defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
5.3.4 The Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
5.3.6 The Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Where Goods are supplied by the Supplier but not manufactured by the Supplier, the Goods will only be covered by the original manufacturer's warranty and the Supplier offers no further warranty and accepts no further liability in relation to such Goods.
5.5 Except as provided in this clause 5 the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until ownership of the Goods has passed to the Customer in accordance with clause 6.2, the Customer shall:
6.3.1 Hold the Goods in trust on behalf of the Supplier;
6.3.2 Store the Goods (at no cost to the Supplier) in satisfactory conditions and separately from all of the Customer's other equipment, Goods or those of a third party, so that it remains readily identifiable as the Supplier's property;
6.3.3 Not destroy, deface of obscure any identifying mark or packaging on or relating to the Goods; and
6.3.4 Keep the Goods insured on the Supplier's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Supplier and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.4 The Customer's right to possession of the Goods before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 13.2 arise or if the Customer encumbers or in any way charges the Goods, or if the Customer fails to make any payment to the Supplier on the due date.

7.1 The Supplier shall supply the Services to the Customer in accordance with the Customer Work Order in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Customer Work Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8.1 The Customer shall:
8.1.1 Ensure that the terms of the Customer Work Order and any plans, drawings, measurements or other information that are provided to the Supplier are complete and accurate;
8.1.2 Co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
8.1.4 Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
8.1.5 Prepare the Customer's premises for the supply of the Services;
8.1.6 Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
8.1.7 keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
8.1.8 Give the Supplier at least twenty (20) Business Days’ notice of any change in the Customer's name, address and/or other details.
8.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
8.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3 The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9.1 The price for Goods shall be the price as set out in the Customer Work Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery.
9.2 The Charges for the Services shall be on a time and materials basis:
9.2.1 the Charges shall be calculated in accordance with the Supplier's standard daily fee rates, as set out in the Customer Work Order or as otherwise notified to the Customer in writing from time to time;
9.2.2 The Supplier's standard daily fee rates for each individual are calculated on the basis of an seven-hour day from 9.00 am to 5.00 pm worked on Business Days;
9.2.3 the Supplier shall be entitled to charge an overtime rate as detailed in Part 2 of the Schedule to the Customer Work Order or as otherwise notified in writing to the Customer from time to time for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2.2; and
9.2.4 the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier or the performance of the Services, and for the cost of any materials. The Supplier reserves the right to make a charge for travelling time at the standard daily fee rate or overtime rate as applicable for any travel in excess of 180 miles from the Supplier's place of business.
9.3 The Supplier reserves the right to increase its standard daily fee rates for services. Where reasonably possible the Supplier will give the Customer notice of any such increase.
9.4 The Supplier shall invoice the Customer in accordance with the Customer Work Order or as otherwise notified to the Customer in writing from time to time.
9.5 The Customer shall pay each invoice submitted by the Supplier:
9.5.1 Within 30 days of the date of the invoice; and
9.5.2 In full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
9.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Bank of Scotland's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10.1 If the Supplier manufactures the Goods, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier's use of the Customer's specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.
10.2 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Goods are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner.
10.3 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.
10.4 The Supplier's Intellectual Property Rights in and relating to the Goods shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
10.5 Where the Goods contain any software, such software is provided on an "as is" basis and may be subject to the Supplier's Terms and Conditions for the provision of maintenance of the software.
10.6 In relation to the software:
10.6.1 Nothing contained in these conditions shall be construed as an assignation of any Intellectual Property Rights in the software or user manuals; and
10.6.2 the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the software and user manuals, and shall comply with all licence Contracts, terms of use and registration requirements relating to them.
10.6.3 the Customer undertakes and warrants that it shall not attempt to copy, modify, duplicate, attempt to reverse compile, dissemble, reverse engineer of otherwise reduce to human readable form all or any part of the software.

11.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
11.2 This clause 11 shall survive termination of the Contract

12.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
12.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 Fraud or fraudulent misrepresentation; or
12.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.1.4 breach of terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);or
12.1.5 Defective products under the Consumer Protection Act 1987
12.2 Subject to clause 12.1:
12.2.1 The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed circumstances exceed the amount of the Charges payable by the Customer in the calendar year in which the liability arises
12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 The Customer warrants and undertakes that it and any 3rd party acting on its behalf shall comply with any third party terms and conditions and shall indemnify the Supplier from and against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for the Customer's breach of the Terms of any such third party.
12.5 This clause 12 shall survive termination of the Contract.

13.1 Without limiting its other rights or remedies the Supplier may terminate the Contract at any time by giving not less than twenty (20) Business Days' prior written notice to the Customer.
13.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within twenty (20) Business days of that party being notified in writing to do so;
13.2.2 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 or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) 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
13.2.3 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;
13.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) 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;
13.2.5 The other party (being an individual) is the subject of a bankruptcy petition or order;
13.2.6 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 fourteen (14) days;
13.2.7 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 (being a company);
13.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.2.9 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;
13.2.10 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 clause 13.2.2 to clause 13.2.9 (inclusive);
13.2.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
13.2.12 the other party's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
13.2.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within ten (10) Business days after being notified in writing to do so.
13.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 13.2.2 to clause 13.2.13, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

14.1 On termination of the Contract for any reason:
14.1.1 the Customer 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 Customer immediately on receipt;
14.1.2 The Customer shall return all of the Goods, Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of the same. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; a 25% or £10.00 + VAT whichever is higher restocking fee will apply to all hardware returns.
14.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14.1.4 Clauses which expressly or by implication survive termination shall continue in full force and effect.

15.1 The Customer hereby consents to the use of its personal data by the Supplier for the purposes of:
15.1.1 Providing the Goods and Services;
15.1.2 Process your payment for the Good and Services; and
15.1.3 Inform the Customer about similar products or services that the Supplier provides, provided always that the Customer may opt out of such marketing at any time by notifying the Supplier of such an intent in writing.
15.2 The Customer hereby agrees that the Supplier may pass personal information to credit reference agencies and that they may keep a record of any search that they do.

16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four (4) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

17.1 Assignation and other dealings.
17.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
17.1.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
17.2 Notices:
17.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
17.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
17.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.3 Severance
17.3.1 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.
17.3.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
17.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.7 Variation. Except as set out in these Terms, no variation of the Customer Purchase Order, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier. For the avoidance of doubt, the Supplier reserves the right to amend these Conditions from time to time and such amended Conditions shall be binding upon the Customer provided that the amended Terms are notified to the Customer in writing.
17.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Scotland.
17.9 Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).