Standard terms and conditions for the supply of services

1. Definitions and interpretation

1.1 In these Conditions the following definitions apply:

“Affiliate” means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time;

“Business Day” means any day other than weekends, bank or public holidays in England or Closedown Days between the hours of 08:30-17:00;

“Charges” has the meaning given to it in clause 4.1;

“Closedown Days” means any day throughout the calendar year on which the UWSPL Innovation Centre and/or the University of Warwick is closed for any reason;

“Conditions” means the terms and conditions set out in this document;

“Confidential Information” means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

“Contract” means the agreement between UWSPL and the Member Company for the supply and purchase of Services subject to these Conditions and any other documents incorporated into the Contract such as, but not limited to, the respective membership form;

“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls and controlled shall be interpreted accordingly;

“Force Majeure” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, pandemic or epidemic, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving UWSPL’s or its suppliers’ workforce, but excluding the Member Company’s inability to pay or circumstances resulting in the Member Company’s inability to pay;

“Member Company” means the company receiving the benefit of the Services under the Contract;

“Services” means the Services performed by UWSPL in consideration of the payment of the Charges and as agreed in writing between the parties and any additional services purchased by the Member Company and to be performed by UWSPL for the Member Company from time to time;

“Specification” means the description or specification of the Services as agreed in writing between the parties;

“UWSPL” means University of Warwick Science Park Limited, a company registered in England and Wales with company number 01659656 and whose registered office is University House, University Of Warwick, Kirby Corner Road, Coventry, CV4 8UW;

“UWSPL Innovation Centre” means:

• The Venture Centre, Sir William Lyons Road, Coventry, CV4 7EZ;
• Business Innovation Centre, Harry Weston Road, Binley, CV3 2TX;
• Warwick Innovation Centre, Warwick Technology Park, Gallows Hill, Warwick, CV34 6UW;
• Blythe Valley Innovation Centre, Central Boulevard, Blythe Valley Park, Solihull, B90 8AJ;
• the communal areas and business lounge (as shown by the redline plan attached at appendix 1); or
• any other innovation centre as determined by UWSPL from time to time.

“UWSPL Personnel” means all employees, officers, staff, other workers, agents and consultants of UWSPL, its affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

“VAT” means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale or supply of the Services.

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; and

1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made under that legislation.

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between UWSPL and the Member Company. They supersede any previously issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Member Company’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that UWSPL otherwise agrees in writing.

2.2 No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of UWSPL.

2.3 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

2.4 Where an individual enters into the Contract for the benefit of the Member Company the Member Company hereby represents and warrants that such individual is duly authorised by all necessary and appropriate means to enter into the Contract for the benefit of the Member Company and incur the obligations described in the Contract on behalf of the Member Company.

2.5 The Member Company is entering into this Contract on its own behalf and not on behalf of any of its Affiliates. The Member Company agrees that it shall not allow its Affiliates to use the Services at any time. Should an Affiliate wish to use the Services, the Member Company shall procure that such Affiliate enters into a separate legally binding contract with UWSPL in advance.

2.6 The Member Company shall undertake and procure that its employees, staff, officers, agents, representatives, personnel and/or any third parties will comply with its obligations under the Contract.

3. Provision Of Services

3.1 UWSPL shall provide the Services to the Member Company in accordance with these Conditions.

3.2 UWSPL shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only. UWSPL shall only be obligated to provide the Services to the Member Company on Business Days. Time of performance of the Services is not of the essence.

3.3 UWSPL warrants that at the time of performance, the Services shall:

3.3.1 conform in all material respects to their description; and

3.3.2 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.

3.4 UWSPL shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 3.3.

3.5 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

3.6 Except as set out in this clause 3:

3.6.1 UWSPL gives no warranties and makes no representations in relation to the Services; and

3.6.2 UWSPL shall have no liability for their failure to comply with the warranty in clause 3.3,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

3.7 Subject to clauses 9 and 11, the Member Company shall promptly provide to UWSPL such data and information as UWSPL may request from time to time in order for UWSPL to analyse and understand how the relevant UWSPL Innovation Centre is being used. Such data and information will only be shared by UWSPL with the University of Warwick and other relevant professional partners and shall otherwise be kept confidential.

3.8 UWSPL agrees to notify the Member Company of any upcoming Closedown Days as soon as reasonably practicable. The Member Company acknowledges and agrees that it shall not have access to, and may not enter, the UWSPL Innovation Centre at any time during Closedown Days.

3.9 The Contract is a commercial contract for the provision of services. As such, the parties agree that UWSPL reserves certain rights beyond those already afforded to UWSPL herein, including: (i) rights typically afforded to a party providing services under such contracts; (ii) the right to alter or relocate the UWSPL Innovation Centre or otherwise modify or reduce the Services; and (iii) any other rights necessary for UWSPL to perform its obligations under the Contract. The whole of the UWSPL Innovation Centre remains UWSPL’s property or property of the landlord, and in UWSPL’s possession and control. THE MEMBER COMPANY AND UWSPL AGREE THAT THIS RELATIONSHIP IS NOT THAT OF LANDLORD-TENANT OR LESSOR-LESSEE, AND THE CONTRACT IN NO WAY SHALL BE CONSTRUED AS TO GRANT THE MEMBER COMPANY OR ANY INDIVIDUAL ANY TITLE, EASEMENT, LIEN, POSSESSION OR RELATED RIGHTS IN UWSPL’S BUSINESS, USWPL INNOVATION CENTRE OR ANYTHING CONTAINED IN OR ON THE USWPL INNOVATION CENTRE.  THE MEMBER COMPANY AGREES THAT THE CONTRACT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE, OR OTHER REAL PROPERTY INTEREST. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MEMBER COMPANY SHALL NOT SEEK TO RELY ON OR INVOKE PROTECTIONS AVAILABLE TO TENANTS UNDER APPLICABLE LAW, STATUTE, OR OTHERWISE.

3.10 Notwithstanding the fact that the parties acknowledge that the Contract does not grant exclusive possession of any part of the UWSPL Innovation Centres and it is not intended that any tenancy is created by the Contract, pursuant to section 38A(1) of the Landlord and Tenant Act 1954 (“1954 Act”) the parties agree that the provisions of sections 24 to 28 (inclusive) of the 1954 Act are excluded in relation to any tenancy which may at any time be held to have been created by these Conditions and or the Contract contrary to the intention of the parties and their respective understanding of the substance of the Contract.

4. Charges and Payment

4.1 In consideration of the provision of the Services, the Member Company shall pay the Charges calculated in accordance with UWSPL’s scale of charges in force from time to time.

4.2 The Charges are exclusive of VAT (or equivalent sales tax) and the Member Company shall pay any applicable VAT and/or applicable tax to UWSPL on receipt of a valid VAT and/or applicable tax invoice.

4.3 UWSPL shall invoice the Member Company in accordance with the timetable agreed in writing with the Member Company, or, where no timetable is agreed, at any time after performance of the Services.

4.4 The Member Company shall pay in advance by Direct Debit all invoices in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice.

4.5 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date, UWSPL may, without limiting its other rights or remedies, charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment and/or suspend provision of the Services until such time as the sums due to UWSPL have been paid in full.

5. Compliance

5.1 Each party warrants that it and its employees, agents and representatives shall comply with all applicable laws and regulations as are required of it from time to time to perform its obligations under or in connection with the Contract including but not limited to the Bribery Act 2010, Modern Slavery Act 2015 and the Criminal Finances Act 2017.

5.2 The Member Company and/or any of its employees, staff, officers, agents, representatives, personnel and/or related third party shall not be permitted to use any UWSPL Innovation Centre: (i) in a retail, medical, or other capacity involving frequent visits by members of the public, as a residential or living space, or for any other non-office use, (ii) to sell, manufacture or distribute any controlled substance, including alcoholic beverages, from any UWSPL Innovation Centre, or obtain a license for such sale, manufacture, importation, or distribution using any UWSPL Innovation Centre or the address of any UWSPL Innovation Centre, (iii) to conduct or pursue any illegal or offensive activities, or (iv) store significant amounts of currency or other valuable goods or commodities and UWSPL shall not be responsible for any loss thereof. The Member Company may not use any UWSPL Innovation Centre or any part of the UWSPL Innovation Centre to host an event unless prior written consent is provided by UWSPL. The Member Company and/or any of its employees, staff, officers, agents, representatives, personnel shall not be permitted to film within any UWSPL Innovation Centre, without completing all required paperwork and receiving express prior written consent from UWSPL.

6. Indemnity for property damage

6.1 The Member Company shall indemnify, and keep fully indemnified, UWSPL from and against any and all losses, damages, liability, costs (including legal fees) and expenses incurred by UWSPL as a result of or in connection with (i) the Member Company’s breach of any of its obligations under the Contract; (ii) negligent acts or omissions of the Member Company; and (iii) the Member Company’s use of the Services.

6.2 During the Contract, the Member Company shall hold and maintain in force public liability insurance with a reputable insurance company with a limit of at least £5 million per claim.

7. Limitation of liability

7.1 Subject to clauses 7.2 and 7.3, UWSPL’s total liability to the Member Company in any period of 12 months in respect of all claims arising out of or in connection with the Services (whether for breach of contract, in negligence or any other tort, under statute or otherwise) will be limited to a sum equal to 100% of the aggregate amount paid by the Member Company to UWSPL in such 12 month period.

7.2 Subject to clause 7.3, UWSPL shall not be liable for consequential, indirect or special losses, loss of profit, loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), and/or harm to reputation or loss of goodwill.

7.3 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

7.3.1 death or personal injury caused by negligence;

7.3.2 fraud or fraudulent misrepresentation; or

7.3.3 any other losses which cannot be excluded or limited by applicable law.

7.4 UWSPL shall not be liable for any delay in or failure of performance caused by Force Majeure or due to the direct and/or indirect fault of the Member Company.

7.5 The Services may be provided by UWSPL, an affiliate or a third party. Other services may be provided at an additional fee, subject to availability and additional terms. The Services do not include, and UWSPL shall not be liable for, the provision of products or services by third parties that the Member Company may elect to purchase or use in connection with the Contract pursuant to a separate agreement between the Member Company and the applicable third party, even if such services or fees applicable thereto appear on a UWSPL invoice.

8. Termination

8.1 Without affecting any other right or remedy available to it UWSPL may terminate the Contract with immediate effect by giving written notice to the Member Company if:

8.1.1 the Member Company commits a material breach of the Contract (such as, but not limited to, non-payment or breach of clause 5) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

8.1.2 the Member Company 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

8.1.3 the Member Company 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 any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Member Company with one or more other companies or the solvent reconstruction of the Member Company;

8.1.4 the Member Company applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

8.1.5 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 the Member Company other than for the sole purpose of a scheme for a solvent amalgamation of the Member Company with one or more other companies or the solvent reconstruction of the Member Company;

8.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Member Company;

8.1.7 the holder of a qualifying floating charge over the assets of the Member Company has become entitled to appoint or has appointed an administrative receiver;

8.1.8 a person becomes entitled to appoint a receiver over all or any of the assets of the Member Company or a receiver is appointed over all or any of the assets of the Member Company;

8.1.9 a creditor or encumbrancer of the Member Company 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 the Member Company’s assets and such attachment or process is not discharged within 14 days;

8.1.10 any event occurs, or proceeding is taken, with respect to the Member Company in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1.2 to clause 8.1.9 (inclusive);

8.1.11 the Member Company suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

8.1.12 the Member Company cancels its Direct Debit Instruction (or payment rejected or dishonoured) without prior arrangements having been agreed with UWSPL in writing;

8.1.13 the Member Company and/or any of its employees, staff, officers, agents, representatives, personnel threaten, abuse or harm any UWSPL Personnel;

8.1.14 any event or publicity involving the Member Company brings or (in UWSPL’s reasonable opinion) may bring UWSPL, a UWSPL Innovation Centre or other business operating from a UWSPL Innovation Centre into disrepute; or

8.1.15 repeatedly use a UWSPL Innovation Centre as a mail drop for any other business, whether or not wholly owned by the Member Company or officer of the Member Company unless that other business itself holds its own membership at the UWSPL Innovation Centre.

8.2 On termination or expiry of the Contract, the Member Company shall: (i) immediately remove any of their property and belongings from the UWSPL Innovation Centre; and (ii) promptly and in any event no less than 30 days from the effective date of termination or expiry, pay to UWSPL all of UWSPL’s outstanding unpaid invoices and interest thereon (as applicable) and, in respect of the Services supplied.

9. Confidentiality

9.1 The Member Company shall keep confidential all Confidential Information of UWSPL and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

9.1.1 any information which was in the public domain at the date of the Contract;

9.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; or

9.1.3 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

9.2 This clause shall remain in force in perpetuity.

10. Disclaimers

10.1 For security reasons, UWSPL may, but has no obligation to, regularly record certain areas in the UWSPL Innovation Centres via video, provided that such areas will not include any private spaces.

10.2 To the extent UWSPL provides mail and package services as part of the Contract, UWSPL shall not be liable for any mail or packages received without a UWSPL employee’s signature indicating acceptance. The Member Company shall not use the mail and deliveries services for fraudulent or unlawful purposes, and UWSPL shall not be liable for any such use. Provision of mail and package services is subject to the Member Company providing UWSPL with all information and documents that UWSPL may request from time to time in order to comply the Bribery Act 2010, Modern Slavery Act 2015, the Criminal Finances Act 2017, and applicable anti-money laundering laws.

10.3 UWSPL does not control and is not responsible for the actions of other member companies’ users, or any other third parties. If a dispute arises between member companies, users or their invitees or guests, UWSPL shall have no responsibility or obligation to participate, mediate or indemnify any party.

11. Data Protection

11.1 For the purpose of this clause 11 “Data Controller“, “Data Processor“, “Data Subject” “Personal Data“, “Personal Data Breach”, “Process“, “Processed“, “Processing“, and “Data Processor” shall have the meanings given to them in the Data Protection Legislation. “Data Protection Legislation” means (a) any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a party is subject, including the Data Protection Act 1998 (“DPA“) and EC Directive 95/46/EC (the “DP Directive“) (up to and including 24 May 2018) and on and from 25 May 2018 the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016 (“GDPR”) and all legislation enacted in the UK in respect of the protection of personal data.

11.2 The parties each acknowledge and agree that they may need to Process Personal Data relating to each party’s representatives (in their respective capacities as Data Controllers) in order to (as appropriate): (a) administer and provide the Services; (b) request and receive the Services; (c) compile, dispatch and manage the payment of invoices relating to the Services; (d) compile, dispatch and manage the payment of invoices relating to the Services; (e) manage the Contract and resolve any disputes relating to it; (f) respond and/or raise general queries relating to the Services.

11.3 Each party shall Process such Personal Data relating to each party’s representatives for the purposes set out in clause 11.2 in accordance with their respective privacy policies as updated from time to time. The parties acknowledge that they may be required to share Personal Data with their affiliates, group companies and other relevant parties, within the EEA, in order to carry out the activities listed in clause 11.1, and in doing so each party will ensure that the sharing and use of this Personal Data complies with applicable Data Protection Legislation.

11.4 Subject to clause 11.3, the respective party shall ensure that:

11.4.1 It has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

11.4.2 all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

11.4.3 not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the other party has been obtained and the following conditions are fulfilled:

(a) the respective party has provided appropriate safeguards in relation to the transfer;

(b) the data subject has enforceable rights and effective legal remedies;

(c) complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(d) complies with reasonable instructions notified to it in advance by the other party with respect to the processing of the Personal Data;

(e) assist the other party, at its cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the other party without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the other party, delete or return Personal Data and copies thereof to the other party on termination of the agreement unless required by Data Protection Legislation to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11.4.

12. Dispute Resolution

12.1 The parties shall use all reasonable endeavours to reach a negotiated resolution of any dispute arising between the parties out of or in connection with the Contract through the following procedures: (i) within 7 days of service of the notice, the contract manager of the parties shall meet to discuss the dispute and attempt to resolve it and (ii) if the dispute has not been resolved within 7 days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.

12.2 Until the parties have completed the steps referred to in clause 12.1, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

13. General

13.1 Conflict: If there is an inconsistency between any of the provisions in these Conditions, the agreement between the parties in writing and the other documents incorporated into the Contract as described in these Conditions, the provisions in the agreement in writing between the parties shall prevail, followed by these Conditions and then the other documents incorporated into the Contract as described in these Conditions.

13.2 Updates: UWSPL may update and vary these Conditions, the Contract, Services, Charges or provide other updates from time to time by giving to the Member Company at least 30 days’ notice in writing, for the avoidance of doubt such updates or variations shall be effective 30 days from the date of such notice.

13.3 Waiver: No failure or delay by a party to exercise 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 the 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.

13.4 Rights and remedies: Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

13.5 Severance: If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13.6 Entire agreement: The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

13.7 Assignment: The Member Company shall not, without the prior written consent of UWSPL, assign, transfer, charge, sub-contract, sub-licence or deal in any other manner with all or any of its rights or obligations under the Contract. UWSPL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

13.8 No partnership or agency: Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). The Member Company acknowledges and agrees that they are entering into the Contract for the purposes of and in the course of the Member Company’s trade, business and/or profession, and not as a consumer. Neither party will in any way misrepresent this relationship.

13.9 Third party rights: The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. For the avoidance of doubt, the Contract does not confer any rights on any Affiliates of the Member Company.

13.10 Notices: Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in writing between the parties, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in writing between the parties, or by email, provided confirmation is sent by first class post on receipt of a delivery receipt email from the correct address. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender) provided a hard copy is sent by post to the recipient within one Business Day. A notice sent by email, shall be deemed to be received on receipt of a delivery receipt email from the correct address provided a hard copy is sent by post to the recipient within one Business Day. Any change to the contact details of a party as set out in writing between the parties shall be notified to the other party in accordance with this clause 13.10.

13.11 Governing Law and Jurisdiction: The 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 England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).