TERMS & CONDITIONS

TERMS AND CONDITIONS 1.INTERPRETATION 1.1The following definitions and rules of interpretation apply in this Contract. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Commencement Date: has the meaning given in paragraph 2.4. Conditions: these terms and conditions as amended from time to time in accordance with paragraph 18.8. Contract: the agreement between the Oasis and the Client which includes the Quotation, Order, Proofing Document (if any) and these Conditions. Client: the person or firm in their capacity as a customer who purchases the Goods and/or Services from Oasis. Client Specification: a request by the Client with, or in, the Client Order Form for the inclusion of Client materials including but not limited to, the provision of proofs in writing, image/text files, print, graphics, documents, plans, manuals or instructions in hardcopy or electronic to which Oasis is requested to incorporate or use in connection with production of the Goods or supply of Services. A Client Specification will only form part of an order if it is expressly agreed to by Oasis and reflected in the Order. Goods: the goods (or any part of them) agreed in writing by the Client and Oasis as set out in the Order. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service 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. Oasis: OGC-UK Ltd. Trading as Oasis Graphic Co registered in England and Wales with company number 12932186 whose registered office is Bightwell Grange, Britwell Road, Burnham, Buckinghamshire SL1 8DF, being the supplier of Goods and/or Services. Order: the Client's order for the supply of Goods and/or Services shall comprise of the Quotation and Proofing Document provided by Oasis. The Order will only be considered to have been accepted once the Client has given confirmation in a form acceptable to Oasis approving the Order and accepting these Conditions. Proofing Document: a document produced by Oasis setting out project specific information such as the collection, scope, specification, implementation and installation details (as appropriate) and any other details for the supply of Goods and/or Services. The Proofing Document may be used by Oasis as a basis for updating the client on progress and a checklist for signing-off an Order with the Client at completion of the project. Quotation: Oasis’s quotation for the cost of the Goods and/or Services ordered by the Client. Services: the services (if any) to be supplied by Oasis to the Client as set out in the Order. 1.2Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its successors and permitted assigns. (c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. (d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. (e) A reference to writing or written does not include faxes or emails. 2.BASIS OF CONTRACT 2.1Oasis provides a range of Goods and Services set out on its website from time to time, including but not limited to: (a)large format printing; (b)exhibitions and events; (c)retail graphics and POS displays; (d)office branding, environments and interiors; (e)bespoke graphic solutions; (f)project management; (g)creative development; and (h)installation. 2.2An order form constitutes an offer by the Client to purchase certain Goods and/or Services in accordance with these Conditions (Order Form). 2.3On receipt of an Order Form and Client Specification (if applicable) Oasis will issue a Quotation as soon as reasonably practicable. 2.4Subject to paragraph 10.3, an order shall not be considered to have been placed with Oasis until the Client has confirmed acceptance of the Quotation which is subject to these Conditions, such acceptance may either be in writing, by telephone or email (Commencement Date). 2.5These Conditions apply to the Order to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.6Any Quotation given by Oasis shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue (unless otherwise agreed in writing in the Order). 2.7Once the client has placed an Order for the provision of Goods and/or Services Oasis may issue a Proofing Document. If Oasis uses the Proofing Document, it is confirmation of the Specification and details of the Goods and Services to be provided which shall be definitive once signed off by (or accepted by) the Client. The Proofing Document is also intended as a resource to guide the Client through the project process and as a means by which to demonstrate to the Client that project is being undertaken and, ultimately completed in accordance with the Clients instructions as part of Oasis’s sign-off procedure. 2.8All of these Conditions shall apply to the supply of both Goods and Services except where a paragraph expressly applies to one or the other. 3.GOODS 3.1The Goods are described in the Order. 3.2To the extent that the Goods are to be manufactured or designed in accordance with a Client Specification, the Client shall indemnify Oasis against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Oasis arising out of or in connection with any claim made against Oasis for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with Oasis's use of any element of the Client Specification. This paragraph 3.2 shall survive termination of the Contract. 3.3Oasis reserves the right to amend any Order if required by any applicable statutory or regulatory requirement, and Oasis shall notify the Client in any such event. 4.DELIVERY OF GOODS 4.1Oasis shall use reasonable endeavours to deliver the Goods to or make the Goods available for collection from the location set out in the Order (Delivery Location) at any time after Oasis notifies the Client that the Goods are ready. 4.2Where the Client agrees to collect the Goods from the Delivery Location in accordance with the Order (or such other location as may be agreed between the parties in paragraph 18.8), the Client shall do so within three Business Days of Oasis notifying the Client that the Goods are ready. 4.3Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location. 4.4Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. 4.5Oasis shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, a delay caused by the conduct of a courier or third party, or the Client's failure to provide Oasis with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods. 4.6If supply of the Goods is delayed by an event outside Oasis’s control the Client will be notified as soon as possible. Oasis will take reasonable steps to minimise the effect of the delay and it will not be liable for losses, liabilities, costs or charges caused by the delay. 4.7If the Client fails to take delivery of the Goods within three Business Days of Oasis notifying the Client that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Oasis’s failure to comply with its obligations under the Contract in respect of the Goods: (a)delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Oasis notified the Client that the Goods were ready; and (b)Oasis shall store the Goods until delivery takes place, and charge the Client for all related costs and expenses (including insurance). 4.8If ten Business Days after Oasis notified the Client that the Goods were ready for delivery the Client has not taken delivery of them, Oasis may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Goods or charge the Client for any shortfall below the price of the Goods. 4.9Oasis may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment. 5.QUALITY OF GOODS 5.1Oasis warrants that on delivery the Goods shall: (a)conform with their description as set out in the Proofing Document (if any); and (b)be free from material defects in design, material and workmanship. 5.2Subject to paragraph 5.3, Oasis shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full if: (a)the Client gives notice in writing within 3 Business Days of discovering a defect that some or all of the Goods do not comply with the warranty set out in paragraph 5.1; (b)Oasis is given the opportunity of examining such Goods; and (c)the Client (if asked to do so by Oasis) returns such Goods to Oasis's place of business at Oasis's cost. 5.3Oasis shall not be liable for the Goods' failure to comply with the warranty in paragraph 5.1 if: (a)the Client makes any further use of such Goods after giving a notice in accordance with paragraph 5.2; (b)the defect arises because the Client failed to follow Oasis’s oral or written instructions as to the presentation, positioning, storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; (c)the Client instructs Oasis to bypass standard production procedures or those procedures set out in the Order against Oasis’s advice which lead to a defect; (d)the Client, its representatives or third party contractor fail to make adequate arrangements to prepare the Client's premises or relevant surface for the supply of the Services (including but not limited to the preparation of all premises or locations at which Goods are to be installed in accordance with any timescales set out in the Order); (e)the Client, its representatives or third party contractor install the Goods; (f)the defect arises as a result of Oasis following anything set out in the Client Specification; (g)the Client alters or repairs such Goods without the written consent of Oasis; (h)the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or (i)the Goods differ from their description or Client Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.4Except as provided in this paragraph 5, Oasis shall have no liability to the Client in respect of the Goods' failure to comply with the warranty set out in paragraph 5.1. 5.5The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Oasis. 6.TITLE AND RISK 6.1The risk in the Goods shall pass to the Client on completion of delivery. 6.2Title to the Goods shall not pass to the Client until Oasis receives payment in full (in cash or cleared funds) for the Goods and any other goods that Oasis has supplied to the Client 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. 6.3Until title to the Goods has passed to the Client, the Client shall: (a)store the Goods separately from all other goods held by the Client so that they remain readily identifiable as Oasis’s property; (b)not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c)maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Oasis’s behalf from the date of delivery; (d)notify Oasis immediately if it becomes subject to any of the events listed in paragraph 15.3(a) to paragraph 15.3(e); and (e)give Oasis such information relating to the Goods as Oasis may require from time to time. 6.4If before title to the Goods passes to the Client the Client becomes subject to any of the events listed in paragraph 15.3(a) to paragraph 15.3(e), then, without limiting any other right or remedy Oasis may at any time: (a)require the Client to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and (b)if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Goods are stored in order to recover them. 7.SUPPLY OF SERVICES 7.1Oasis shall supply the Services to the Client in accordance with the Order in all material respects. 7.2Performance dates for the Services specified in the Order shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3Oasis reserves the right to amend the Client 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 Oasis shall notify the Client in any such event. 7.4Oasis warrants to the Client that the Services will be provided using reasonable care and skill. 8.INSTALLATION 8.1If the Services include the installation of Goods, logistics, method, means and timing by which Oasis installs the Client’s project will be set out in the relevant Quotation and Proofing Document and can only be varied with the express consent of Oasis. 8.2Both parties shall perform their obligations under this agreement in accordance with the Order which shall set out the agreed arrangements in respect of the Services. 8.3Oasis and the Client each undertake to co-operate with each other, and to provide on reasonable notice such information as the other party may reasonably request for the proper performance of the installation agreed in Quotation and Proofing Document. 8.4Unless agreed in the Order, Oasis shall not bear any responsibility to the Client for the de-rigging, removal, destruction or disposal in any respect of the Goods and/or Services supplied or installed under the relevant Order. 9.CLIENT'S OBLIGATIONS 9.1The Client shall: (a)ensure that the terms of the Quotation and Proofing Document are complete and accurate; (b)use its best endeavours to check the accuracy, validity and compliance of any Client Order Form and/or Client Specification produced to Oasis; (c)co-operate with Oasis in all matters relating to the Services; (d)give Oasis at least 3 Business Days’ notice of any change in delivery address or delivery time; (e)provide Oasis, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by Oasis to provide the Services; (f)provide Oasis with such information and materials as it may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (g)make all arrangements to prepare, or for a specialist third party provider to prepare, the Client's premises or relevant surface for the supply of the Services (including but not limited to the preparation of all premises or locations at which Goods are to be installed in accordance with any timescales set out in the Order); (h)use its best endeavours to follow and implement any advice provided by Oasis or recommendations arising from a site survey in connection with the preparation of Client’s premises or relevant surface for the supply of the Services; (i)obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (j)comply with all applicable laws, including health and safety laws; (k)keep all materials, equipment, documents and other property of the Oasis (Supplier Materials) at the Client's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to Oasis, and not dispose of or use the Supplier Materials other than in accordance with Oasis’s written instructions or authorisation; and (l)comply with any additional obligations as set out in the Contract. 9.2If Oasis’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a)without limiting or affecting any other right or remedy available to it, Oasis shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Oasis’s performance of any of its obligations; (b)Oasis shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Oasis’s failure or delay to perform any of its obligations as set out in this paragraph 9.2; and (c)the Client shall reimburse Oasis on written demand for any costs or losses sustained or incurred by Oasis arising directly or indirectly from the Client Default. 10.CHARGES AND PAYMENT 10.1The price for Goods: (a)shall be the price set out in the Order; and (b)shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods. 10.2The charges for Services shall be set out in the Order, or if no price is stated any charges shall be calculated based on a time and materials basis which may include, but shall not be limited to: (a)Oasis’s daily fee rates for each individual person calculated on an hourly rate basis during Business Days, which may vary depending on the individuals seniority and skill; (b)Oasis shall be entitled to charge an overtime rate on top of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the standard business hours or in the following situations: (i)outside the hours agreed in the Order; (ii)on a weekend or public holiday; or (iii)at short notice to Oasis or in an emergency; (iv)any additional time incurred as a result of a delay caused by a third party contractor, (c)Oasis shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Oasis engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Oasis for the performance of the Services, and for the cost of any materials. 10.3Oasis retains the right to request for the Client to pay the full (or part of the) price for the Goods and/or Services set out in the Order in advance of commencing any work. Such a request will be set out in the Quotation. 10.4Oasis reserves the right to: (a)increase the price of the Goods, by giving notice to the Client at any time, to reflect any increase in the cost of the Goods to Oasis that is due to: (i)any factor beyond the control of Oasis (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii)any request by the Client to change the delivery date(s), quantities or types of Goods ordered, or the Goods specification; or (iii)any delay caused by any instructions of the Client in respect of the Goods, failure to adequately prepare the surface to which the Goods are to be applied or failure of the Client to give Oasis adequate or accurate information or instructions in respect of the Goods. 10.5The Client shall pay each invoice submitted by Oasis on Delivery in full and in cleared funds to the bank account stated in the Order, and timing of payment shall be of the essence of the Contract. 10.6All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Oasis to the Client, the Client shall, on receipt of a valid VAT invoice from Oasis, pay to Oasis such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.7If the Client fails to make a payment due to Oasis under the Contract by the due date, then: (a)without limiting Oasis’s remedies under paragraph 15 (Termination), the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this paragraph 10.7 will accrue each day at 6% a year above The Royal Bank of Scotland’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%; and (b)Oasis may cease working on, producing or may withhold any Goods or Services which have not yet been delivered to the Client until the relevant payment (and any interest and other charges under the Contract) is made in full. 10.8All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 11.INTELLECTUAL PROPERTY RIGHTS 11.1Oasis acknowledges that the Client’s Intellectual Property Rights and any trademarks are and remain the exclusive property of the Client or, where applicable, the third party licensor from whom the Client derives the right to use them. 11.2The Client acknowledges that all Intellectual Property Rights used for the design or manufacture of the Goods that originate from Oasis shall remain the exclusive property of Oasis (or, where applicable, the third party licensor from whom the rights are derived). 11.3All Intellectual Property Rights in respect of any improvement shall belong to the party who made, developed or acquired it. 12.CONFIDENTIALITY 12.1Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by paragraph 12.2. 12.2Each party may disclose the other party's confidential information: (a)to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this paragraph 12; and (b)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 12.3Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract. 13.INSURANCE Oasis shall maintain in force such public and product liability insurance with a reputable insurance company as it considers necessary for provision of the Goods and/or Services. 14.LIMITATION OF LIABILITY: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS PARAGRAPH. 14.1Nothing in these Conditions shall limit or exclude Oasis’s liability for: (a)death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b)fraud or fraudulent misrepresentation; (c)breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (d)breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (e)defective products under the Consumer Protection Act 1987. 14.2Subject to paragraph 14.1, Oasis shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: (a)loss of profits; (b)loss of sales or business; (c)loss of agreements or contracts; (d)loss of anticipated savings; (e)loss of use or corruption of software, data or information; (f)loss of or damage to goodwill; and (g)any indirect or consequential loss. 14.3Subject to paragraph 14.1, Oasis’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 80% of the total price of the Goods and/or Services payable under the specific Contract to which the claim relates. 14.4The 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. 14.5This paragraph 14 shall survive termination of the Contract. 15.TERMINATION 15.1Without affecting any other right or remedy available to it, Oasis may terminate the Contract immediately by giving the Client written notice. 15.2The Client may terminate the contract by giving Oasis not less than three months’ written notice, unless the Contract has an agreed delivery which is less than a month, in which case without affecting any other right or remedy available to it under the Contract Oasis shall have complete and unfettered discretion as to whether the Client’s notice under this paragraph 15.2 is accepted or rejected. 15.3Without affecting any other right or remedy available to it, Oasis may terminate the Contract with immediate effect by giving written notice to the Client if: (a)the Client commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within seven days after receipt of notice in writing to do so; (b)the Client fails to give adequate notice to terminate under paragraph 15.2; (c)the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (d)the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (e)the Client’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. 15.4Without affecting any other right or remedy available to it, Oasis may terminate the Contract with immediate effect by giving written notice to the Client if: (a)the Client fails to pay any amount due under the Contract on the due date for payment; or (b)there is a change of control of the Client. 15.5Without affecting any other right or remedy available to it, Oasis may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Client and Oasis if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in paragraph 15.3(a) to paragraph 15.3(e), or Oasis reasonably believes that the Client is about to become subject to any of them. 16.CONSEQUENCES OF TERMINATION 16.1On termination of the Contract: (a)the Client shall immediately pay to Oasis all of Oasis’s outstanding unpaid invoices, interest and charges and Oasis shall submit an invoice in respect of Services and Goods supplied but for which no invoice has been submitted, this shall be payable by the Client immediately on receipt; (b)the Client shall return at its own expense all of the Supplier Materials and any Goods which have not been fully paid for. If the Client fails to do so, then Oasis may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose. 16.2Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 16.3Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect. 17.FORCE MAJEURE Oasis shall not be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 18.GENERAL 18.1Assignment and other dealings. (a)Oasis may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. (b)The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Oasis. 18.2Notices. (a)Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at the address specified in the Order or its principal place of business (in any other case). (b)Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service. (c)This paragraph does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 18.3Severance. 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 paragraph shall not affect the validity and enforceability of the rest of the Contract. 18.4Waiver. A waiver of any right or remedy under the Contract 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 provided 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 any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. 18.5No partnership or agency. Nothing in the Contract 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. 18.6Entire agreement. (a)The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b)Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. (c)Nothing in this paragraph shall limit or exclude any liability for fraud. 18.7Third parties rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 18.8Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives). 18.9Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 18.10Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. END