1. Introduction

The following Conditions apply to the Contract (see definition below) and each future request for the supply of services and/or materials received by Hudson Willow from You from time to time, unless otherwise agreed in writing.

2. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

2.1 Definitions:

Approval: has the meaning given in clause 5.6.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Brief: either:

(a) the written brief describing the Deliverables, their intended use and any pre-set timings for supply, signed by You and supplied in advance of conclusion of the Contract; or

(b) where no such written brief exists the instructions provided by You to Hudson Willow and Hudson Willow’s written confirmation to You of such instructions.

Commencement Date: has the meaning given in 3.3.

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.5.

Confirmation has the meaning given in clause 3.3.

Contract: the contract between Hudson Willow and You for the supply of communication Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Data Protection Legislation: has the meaning given to it in clause 9.1.

Default: has the meaning set out in clause 6.2.

Deliverables: the deliverables set out in the Proposal produced by Hudson Willow for You.

Fees: the fees payable by You for the supply of the Services in accordance with clause 7.

Hudson Willow: Hudson Willow Ltd registered in England and Wales with company number 11345870.

Hudson Willow Materials: has the meaning set out in clause 6.1(h).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

Offer: Your written acceptance of the Proposal (which, for the avoidance of doubt, may be sent by email).

Proposal: any proposal document issued by Hudson Willow setting out the Services, the Scope of Works, a quotation and the invoice and payment terms in respect of the Services.

Retainer: a Proposal under which Hudson Willow agrees to provide ongoing services for a fixed number of days/hours per month, or a fixed service every month (or at such other intervals as shall be agreed between You and Hudson Willow).

Project: any project for the provision of Services (other than under the terms of a Retainer) and which is described in a Proposal.

Services: the services, including the Deliverables, supplied by Hudson Willow to You as set out in the Scope of Works.

Scope of Works: the description or specification of the Services provided in writing in the Proposal.

You: the person or firm who purchases Services from Hudson Willow (any reference to Your shall be construed accordingly).

2.2 Interpretation:

(a) 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.

(b) 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.

(c) A reference to writing or written includes email but not fax.

3. Hudson Willow's Contract with You

3.1 Any quotation given by Hudson Willow in the Proposal (or otherwise) shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

3.2 The Offer constitutes an offer by You to purchase the Services in accordance with these Conditions.

3.3 The Offer shall only be deemed to be accepted when Hudson Willow issues acceptance of the Offer in writing (via email or letter or otherwise in writing) to You (the Confirmation) at which point and on which date the Contract shall come into existence (Commencement Date).

3.4 Any samples, drawings, descriptive matter or advertising issued by Hudson Willow, and any descriptions or illustrations contained in Hudson Willow's catalogues or brochures or the Proposal, are issued or published for the sole purpose of giving You an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

3.5 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

4. No Partnership or Agency

4.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

4.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

5. Supply of Services by Hudson Willow

5.1 Hudson Willow shall ensure that the Services will be provided using reasonable care and skill.

5.2 Hudson Willow shall supply the Services to You in accordance with the Scope of Works in all material respects.

5.3 Hudson Willow shall use reasonable endeavours to meet any performance dates specified in, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

5.4 Hudson Willow reserves the right to amend the Scope of Works 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 Hudson Willow shall notify You in any such event.

5.5 Unless otherwise agreed in writing or in the Proposal, Hudson Willow will arrange and oversee all production and post-production related to the Brief. Should it be agreed that You arrange any production work Yourself, then in that regard Hudson Willow shall not be responsible for the booking, supervision or quality control of any relevant facilities, nor will it be responsible for payment of any related charges.

5.6 At the end of each stage of the process (including, but not limited to, before sending an item to print or publishing a website) written approval shall be sought from You by Hudson Willow (the Approval). No further development can be undertaken until Hudson Willow is in receipt of the Approval. Any amendments required to any Services or the Deliverables after Approval has been obtained may incur additional charges for further time spent. Hudson Willow shall notify you in advance of any additional charges for further time spent.

5.7 If Hudson Willow produces any presentation to You that goes beyond the Brief, You shall have no right to make use of any material contained in such presentation unless and until a separate contract is concluded between the parties and such the content of such presentation shall amount to confidential information for the purposes of clause 17.3.

6. Your responsibilities

6.1 You shall:

(a) ensure that the Brief is accurate in all respects, so that the Fees and dates for supply of the Deliverables may be agreed on the basis of the Brief. For the avoidance of doubt, Hudson Willow shall not be liable for any failure to comply with its obligations under the Contract to the extent that such failures arise as a result from any errors or inaccuracies contained in the Brief;

(b) ensure that any information You provide to Hudson Willow in connection with the Services and/or the Proposal are complete and accurate;

(c) co-operate with Hudson Willow in all matters relating to the Services;

(d) inform Hudson Willow in writing, of any defects or problems in relation to the Services provided, within 30 days of the final invoice date;

(e) provide Hudson Willow with such information and materials as Hudson Willow may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects and delivered at the time set out in the Proposal;

(f) allow Hudson Willow access to Your premises for the purposes of delivering the Services and ensure that any visit to Your premises by Hudson Willow complies with all applicable health and safety laws and regulations;

(g) 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;

(h) where applicable, keep all materials, equipment, documents and other property of Hudson Willow (Hudson Willow Materials) at Your premises in safe custody at Your own risk, maintain Hudson Willow Materials in good condition until returned to Hudson Willow, and not dispose of or use Hudson Willow Materials other than in accordance with Hudson Willow's written instructions or authorisation; and

(i) comply with any additional obligations as set out in the Scope of Works.

6.2 If Hudson Willow's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Default):

(a) without limiting or affecting any other right or remedy available to it, Hudson Willow shall have the right to suspend performance of the Services until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays Hudson Willow's performance of any of its obligations;

(b) Hudson Willow shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Hudson Willow's failure or delay to perform any of its obligations as set out in this clause 6.2; and

(c) You shall reimburse Hudson Willow on written demand for any costs or losses sustained or incurred by Hudson Willow arising directly or indirectly from the Default.

7. Charges and payment

7.1 You shall pay the Fees for the Services when due and as set out in the Proposal.

7.2 The Fees are based on the Brief provided by You, including but not limited to detail on quantities, structure, scope and functionality. Any Fees may therefore be subject to change should Your requirements change at any time.

7.3 The Fees provided when quoting reflects what Hudson Willow anticipates the creative, time and production requirements to be based on previous experience and on typical processes, plus Your co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges on top of the Fees may be payable if there are significant variations to the Brief and/or the Proposal. You will be notified of any additional charges and Your prior approval will be sought in advance of any additional work being carried out.

7.4 Where the Services are provided:

(a) on the basis of a Retainer, the Fees shall be calculated in accordance with Hudson Willow’s standard daily/hourly fee rates, as amended from time to time by Hudson Willow; or

(b) on the basis of a Project, the Fees for the Services shall be the amount set out in the Proposal.

7.5 You shall pay any deposit stipulated in the Proposal and Hudson Willow will hold such deposit in accordance with the Proposal.

7.6 Unless otherwise agreed in writing between the parties, the balance of payment will be due in full on completion of a Project. Late payments may result in additional charges being made.

7.7 Where the Proposal provides that a job will be approached in phases, or as a Retainer, each phase will need to be paid for in full on completion of each phase, before Hudson Willow is able to progress to the next phase. An invoice will be sent to You at the completion of each phase.

7.8 The Fees excludes all production costs, studio costs and other disbursements and expenses committed to or incurred, such as hotel, subsistence, travelling (outside of London) and any other ancillary expenses reasonably incurred by the individuals whom Hudson Willow engages in connection with the Services and Hudson Willow shall use reasonable endeavours to notify you of any such costs in advance.

7.9 Supply of the Deliverables as per the Brief may involve You in having continuing liability to third parties, for example for royalties, licence fees and performance fees. Hudson Willow will endeavour to notify You of these as soon as practicable.

7.10 Charges for stock images and all third party costs stated in any Proposal or as otherwise agreed with You will be charged at cost + 15% + VAT, unless otherwise set out in the Proposal or agreed between the parties, with prior notification to You to cover sourcing time and image costs. You shall pay each invoice submitted by Hudson Willow in accordance with the Proposal and time for payment shall be of the essence of the Contract.

7.11 All amounts payable by You 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 Hudson Willow to You, You shall, on receipt of a valid VAT invoice from Hudson Willow, pay to Hudson Willow 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.

7.12 If You fail to make a payment due to Hudson Willow under the Contract by the due date, then, without limiting Hudson Willow's remedies under clause 14, You 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 clause 7.12 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.13 All 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).

8. Intellectual property rights

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by You) shall be owned by Hudson Willow.

8.2 Hudson Willow grants to You, or shall procure the direct grant to You of, a fully paid-up, worldwide, exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by You) for the purpose of receiving and using the Services and the Deliverables in Your business.

8.3 You grant Hudson Willow a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by You to Hudson Willow for the term of the Contract for the purpose of providing the Services to You.

8.4 You warrant to Hudson Willow that its use of any of Your materials will not infringe and is not likely to infringe the Intellectual Property Rights of any third party and that You have in place all necessary consents and permissions required for Hudson Willow to use Your materials for the purpose of providing the Services.

8.5 Hudson Willow warrants to You that Your use of the Deliverables will not infringe and is not likely to infringe the Intellectual Property Rights of any third party and that Hudson Willow has in place all necessary consents and permissions required for You to use the Deliverables for the purpose of receiving the benefit of the Services.

8.6 You agree to indemnify Hudson Willow and its agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any breach by You of the warranty set out in clause 8.4.

9. Data protection

9.1 For the purposes of this clause 9, Data Protection Legislation means data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018. Personal data has the meaning given in the Data Protection Legislation.

9.2 The parties acknowledge that they may, during the Contract, share with each other certain personal data regarding their respective employees, officers, agents or consultants. Each party will ensure it complies with the Data Protection Legislation in its handling of such personal data.

9.3 You warrant that You have the necessary notices and consents in place to enable lawful transfer of any personal data to Hudson Willow.

10. Limitation of liability

10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

10.3 Subject to clause 10.2 (Liabilities which cannot legally be limited), Hudson Willow's total liability to You under and/or in connection with the Contract shall not exceed an amount equal to the total fees payable by You.

10.4 Subject to clause 10.2 (Liabilities which cannot legally be limited), Hudson Willow wholly excludes liability to You for the following types of loss:

10.5 When the Deliverables are sent to You for final approval, You shall check the Deliverables carefully and notify Hudson Willow by email or post of any errors or alterations. Hudson Willow will use its reasonable endeavours to effect any changes so notified but reserves the right to charge extra if any of these alterations either go beyond the original Brief or are notified to Hudson Willow more than 3 Business Days after their supply to You. Hudson Willow will not be liable in respect of any errors occurring where You either do not pay for proofs or mock-ups or oversee the print and production process or do not allow enough time in the production schedule to check layouts, copy, pagination or other content aspects. Hudson Willow cannot guarantee that any or all colours will be exactly replicated in the final version as published.

10.6 After 30 days after the final invoice date, Hudson Willow shall not be liable for any claims made in relation to any defects or problems identified by You with the Services.

10.7 Hudson Willow has given commitments as to compliance of the Services with the Scope of Works in clause 5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.8 Unless You notify Hudson Willow that You intends to make a claim in respect of an event within the notice period, Hudson Willow shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.9 This clause 10 shall survive termination of the Contract.

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

(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) indirect or consequential loss.

11. Compliance with Laws

It shall be Your sole responsibility to ensure that the Deliverables comply with all laws (whether consumer, public or civil), regulations and codes in the jurisdiction in which the Deliverables shall be used and/or the Services are performed. It shall also be Your responsibility to ensure that the Deliverables carry all disclaimers, warnings and public information which any competent lawyer of Yours in any of the relevant jurisdictions would advise.

12. Indemnities

12.1 You agree to indemnify Hudson Willow and its agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Deliverables or use of them are contrary to any law, code or regulation in any country.

12.2 You shall indemnify Hudson Willow and keep Hudson Willow indemnified and hold Hudson Willow harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by Hudson Willow in consequence of breach or non-observance of this Contract, or arising out of claims based upon or relating to Hudson Willow's work for You or any claim brought against Hudson Willow by a third party resulting from the provision of any Services to You and Your use of them.

13. Non-Solicitation

You shall not, without the prior written consent of Hudson Willow, whether acting on Your own account, on behalf of, or with any other person (including any person which You direct to act on Your behalf), at any time from the date of first provision of the Services to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from Hudson Willow or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of Hudson Willow in the provision of the Services (for the avoidance of doubt, this excludes any third-party companies engaged by Hudson Willow to provide services to Hudson Willow on a non-exclusive basis).

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months' written notice following the completion of the Retainer or the Project in accordance with the Proposal.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) 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 30 days of that party being notified in writing to do so;

(b) the other party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

14.3 Without affecting any other right or remedy available to it, Hudson Willow may terminate the Contract with immediate effect by giving written notice to You if:

(a) You fail to pay any amount due under the Contract on the due date for payment; or

(b) You undergo a change of control.

14.4 Without affecting any other right or remedy available to it, Hudson Willow may suspend the supply of Services under the Contract or any other contract between You and Hudson Willow if:

(a) You fail to pay any amount due under the Contract on the due date for payment;

(b) You become subject to any of the events listed in clause 14.2(c) or clause 14.2(d), or Hudson Willow reasonably believes that You are is about to become subject to any of them; and

(c) Hudson Willow reasonably believes that You are about to become subject to any of the events listed in clause 14.2(b).

15. Consequences of termination

15.1 On termination or expiry of the Contract:

(a) You shall immediately pay to Hudson Willow all of Hudson Willow's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Hudson Willow shall submit an invoice, which shall be payable by You immediately on receipt;

(b) You shall return all of Hudson Willow Materials and any Deliverables which have not been fully paid for. If You fail to do so, then Hudson Willow may enter Your premises and take possession of them. Until they have been returned, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.

15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

16. Marketing materials

16.1 You acknowledge and agree that Hudson Willow shall be entitled to mention the Services it has provided to You and/or Hudson Willow's relationship with You in Hudson Willow's marketing and promotional materials (including but not limited to Hudson Willow's website, credential documents, pitch presentations etc.) whether as an indication that You are a client of Hudson Willow or otherwise.

16.2 Solely for the purposes of clause 11.1 above, You grant Hudson Willow a non-exclusive, worldwide right for good faith use of Your name, trademark, logo and publicly available company information for the term of this Contract. Hudson Willow shall not use Your name, trademark, logo and publicly available company information other than described in clause 16.1 nor modify Your logo without Your written consent.

17. General

17.1 Force majeure. Neither party shall 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.

17.2 Assignment and other dealings.

(a) Hudson Willow 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) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under the Contract without the prior written consent of Hudson Willow.

17.3 Confidentiality.

(a) Subject to clause 16, each party undertakes that it shall not at any time, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs or clients of the other party (including, without limitation, in the case of Hudson Willow, the contents of the Proposal), except as permitted by 17.3(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, 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, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

(d) All quotes/estimates, Briefs, Proposals and other documents produced by Hudson Willow are confidential and may not be disclosed to third parties without prior written agreement.

17.4 Entire 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 or negligent misstatement based on any statement in the Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

17.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and agreed by the parties (or their authorised representatives). Hudson Willow reserves the right to revise, alter, modify or amend these Conditions at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be communicated to You either by email or letter, in accordance with the Conditions.

17.6 Waiver. 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 right or remedy. 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.

17.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 17.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.8 Notices.

(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 its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address notified by each party to the other.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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

(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.8(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 17.8 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.

17.9 Third party rights.

(a) Unless it expressly states otherwise, 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.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.10 Governing 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.

17.11 Jurisdiction. 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.