Terms & Conditions

This agreement is made between the Customer (“the Customer”; “You”; “Your”) named on the Sales & Service Agreement and IPT Schools Ltd (“IPT”; “We”; “Us”; Our”).

IPT schools Ltd are a private limited company incorporated & registered in England and Wales with company number 13749824 whose registered office is the Bar, Tednambury Farm, Tednambury, Spellbrook, Herts, England CM24 2BD.

The Customer expressly agrees that they are entering into a contract with IPT for the provision of services as detailed below, herein referred to as “the Contract”.

1. The Agreement

1.1 We are letting and You are hiring all products as specified in the Sales & Service Agreement (“the Products”). You expressly agree that Your use of the Products shall be for business use only, on the terms set out within the Contract.

1.2 The Contract starts when We sign the Sales & Service Agreement (“the Start Date”). Any initial fees are immediately due and payable by You at the Start Date.

1.3 You agree that the Contract shall be for the minimum period as specified in the Sales & Service Agreement (“the Minimum Period”). In the absence of an expressly stated Minimum Period within the Sales & Service Agreement, the Minimum Period shall be for a term of 60 months commencing from the Start Date, unless otherwise expressly agreed by Us and You in writing. We agree to use our reasonable endeavours to review the Contract every 24 months, unless otherwise expressly agreed by Us and You in writing.

1.4 If You wish to end the Contract upon the expiry of the Minimum Period, you must provide Us with at least 180 days’ written notice in advance of the calendar date on which the Minimum Period expires, in writing, by first class post to Our registered office.

1.5 On expiry of the Minimum Period, if You have not served written notice to terminate the Contract pursuant to Clause 1.4, or we have not terminated the Contract in accordance with these terms, then the hiring of the Products hereunder will be automatically extended periodically, by successive periods of 12 months, commencing on the anniversary of the Start Date, until at least 180 days’ written notice is provided to Us, or the Contract is otherwise terminated in accordance with these terms.

1.6 All of the terms of Your hiring of the Products are contained within the Contract. For any variation of the terms to take effect, You and We expressly agree that any variation must be signed, in writing, by both Us and You.

1.7 We accept no responsibility for any hardware, or software, used in connection with the Products save for that supplied by Us pursuant to the terms of the Contract.

2. Delivery, Collection and Installation

2.1 We will use our reasonable endeavours to set a delivery and installation date within 5 days of the Contract being entered into. Any dates quoted for delivery are approximate and time of delivery is not of the essence. We shall not be liable for any delay in delivery caused by a Force Majeure event, or Your failure to provide Us with adequate delivery and installation instructions.

2.2 We shall deliver the Products to the location set out by You in the Sales & Service Agreement, or such other location as the parties may agree in writing (“the Delivery Location”) at any time after We notify You that Products are ready for delivery and installation. You agree that the price for delivery and/or any subsequent collection of the Products will be charged at a rate reasonably deemed suitable by Us, factoring in the Delivery Location, mileage, amount of items comprising the Products and any other factors which We might reasonably determine to affect the price of delivery. Our standard rate for delivery shall be £195.00 plus VAT, which is subject to increase at Our discretion.

2.3 You agree to make all reasonable and necessary arrangements for the delivery, installation and testing of the Products, in advance of the Products being delivered to You, to include but not be limited to their connection to any network required by You.

2.4 You must inspect the Products upon delivery to the Delivery Location. You agree to notify Us in writing, by email to office@ipt-mps.com, or by first class post to our registered office, within 5 working days of the delivery date, if there any defective, missing, or unspecified Products that have been delivered to You. The Products that we shall deliver to You will be those contained in the Sales & Service Agreement, and subsequently stated within the financial documentation selected by You when placing Your order. In the absence of any notification by You in accordance with this Clause 2.4, You will be deemed to have accepted the Products and to have acknowledged that the Products are delivered in accordance with your order.

2.5  Once a delivery date has been set, if, for any reason whatsoever, You cancel the delivery and installation date, without first providing Us with at least 48 hours’ advance written notice by email to office@ipt-mps.com. We reserve the right to charge You a reasonable fee to rearrange delivery and the attendance of Our technician to install the Products, totalling a maximum of £350.00 plus VAT.

3. Servicing and Reliability

3.1 Unless specified by Us otherwise in writing, We agree to service and/or repair the Products for the length of the Contract, to include (but not be limited to), the following:-

(a) Routine maintenance and/or repair of the Products;

(b) The provision of replacement parts required to be installed for the Products, save for any Staples, Paper or Waste Toner containers;

(c) Installation or connection of any replacement parts required to be installed for the Products, save for the installation of any Staples, Paper, Ink, Toner or Waste Toner containers;

(d) Provision of replacement Toner, included up to 6% coverage, or at an amount to be reasonably determined by Us.

3.2 We reserve the right to suspend or cancel Our service and/or repair obligations under the Contract, in the following circumstances:-

(a) The service and/or repair is required following Your change of network and/or internet provider following the Start Date;

(b) The service and/or repair is required as a result of You breaching the terms of the Contract, to include but not be limited to where Our technicians reasonably determine that the Products have not been used in accordance with the manufacturer's recommended guidance, or Our technicians reasonably determine that the Products have been improperly used by You;

(c) The service and/or repair is required as a result of a Force Majeure event; if we deem this to the issues to be customer error or damage we reserve the right to charge you our call out fee of £150 + VAT for 1 hour and then £100 per hour after.

(d) Any service and/or repair requested outside of the course of Our usual business hours, which are between 9.00am and 5.00pm, Monday – Friday, excluding all listed Bank Holidays in England and Wales;

(e) The service and/or repair is required as a result of an IT issue experienced by You, save where it is expressly agreed within the Sales & Service Agreement that We will provide You with Network Support.

3.3 We will only service and/or repair any IT related fault or defect arising with the Products where You have expressly agreed to opt in to receive Network Support within the Sales & Service Agreement.

3.4 We will use Our reasonable endeavours to ensure that any service and/or repair of the Products shall be carried out using reasonable care and skill, and meets the standard required by the relevant manufacturer(s) of the Products supplied to You. Any and all parts removed for replacement, including consumable and non-consumable parts, supplied for the Products by Us, will remain Our property pursuant to the Contract.

3.5 If any of the Products fail to perform to the manufacturers required standards, and this is confirmed by Our technicians, We agree to replace the Products. We do not warrant that any replacement shall be a like-for-like replacement and reserve the right to provide You with a suitable replacement which We deem to be capable of meeting Your requirements, in accordance with the Contract. We reserve the right to refuse to replace the Products if they have not been serviced and/or repaired by Us, where the fault or defect has been caused as a result of the Products not having been used in accordance with the manufacturer's recommended guidance (as reasonably determined by Our technicians), where Our technicians otherwise reasonably determine that the Products have been improperly used by You, where there are any outstanding payments due to Us by You pursuant to the Contract, and/or none of the exclusions set out at Clause 4 apply.

3.6 Unless otherwise agreed between Us and You, in writing, we shall use Our reasonable endeavours to ensure that service calls will be taken and attended to during Our normal business hours, specified at clause 3.2(d).

3.7 We shall use Our reasonable endeavours to ensure that any performance dates for service and/or repair are agreed with You, but any such dates shall be estimates only and time shall not be of the essence for Our performance of the service and/or repair.

4. Exclusions

You accept that Our agreed payments and charges associated with Your hiring of the Products do not include service calls generated as a result of:-

4.1 You, or third party agents or employees instructed by You, moving, dismantling or modifying the Products without Our prior written authorisation;

4.2 Changes in the Environment;

4.3 You using supplies, parts or consumables provided by a third party, without Our prior written authorisation;

4.4 The accidental deletion or corruption of files, whether by You, or any of Your employees, agents or other associated third parties; and/or

4.5 Any change, or changes, of Your internet provider after the delivery and installation of the Products has taken place.

5. Payments and Agreed Charges

5.1 The price for any Products You agree to hire from us, including where applicable the price of any service and/or repair charges, shall be calculated in accordance with Our rates, as set out within the Sales & Service Agreement. The price shall be exclusive of all costs and charges associated with the packaging,  insurance, installation, network connection and delivery of the Products, which shall be invoiced to You in accordance with this Clause 5.

5.2 We shall be entitled to charge You for any additional services provided, which are to be agreed between Us and You, which may include (but not be limited to) the following:-

(a) Installation and/or network connection of any Products at Your premises, at a rate not less than

£250.00 plus VAT. This amount is subject to reasonable increase, at Our sole discretion, depending on the amount of equipment which is required to be installed and/or connected to Your network. We will set out Our fees to you, for installation and/or network connection, once installed.

(b) Network Support services, at a rate of £25.00 plus VAT per calendar month, for each item comprised within the Products which requires Network Support services. For example, if the Products You hire from Us comprises two items of equipment which both require Network Support services; You will be invoiced at a rate of £50.00 plus VAT, per each calendar month where We provide You with Network Support for those items.

(c) Where any Product(s) is required to be connected to more than 4 PC’s, Laptops and/or other electronic mobile devices on Your Network. We reserve the right to change the sum of £15.00 plus VAT per each item to which this connection applies.

(d) The permanent removal, deletion, destruction and/or replacement of any hard drive installed within the Products, at a rate of £95.00 plus VAT.

(e) The provision of any consumable materials, equipment or other property which falls outside the scope of any agreed service and/or repair obligations, to include but not be limited to Toner, Waste Toner or Cleaning Products, such cost to be determined by Us at Our standard rates, as amended from time to time, for each specific item required by You.

(f) The  provision of any peripheral materials, equipment, or other property, to include but not be limited to Staples, Booklets, Hole Punch finisher, Document Feeder, and/or Fax Machine, such cost to be determined by Us at our standard rates, as amended from time to time, for each specific item required by You.

(g) Minimum printing volume costs, where these are not set out within the Sales & Service Agreement. We shall calculate Your average minimum printing volume as being the highest Quarters’ printing usage for a device taken within each quarterly period following the Start Date. The cost for each printing unit is based on the usage of each Cyan, Magenta, Yellow and Black ink toner required per single-sided, A4 print. For example, any printing unit that is larger than a single-sided, A4 print will be charged as two printing units. Each individual Cyan, Magenta, Yellow and Black ink printing unit that You use will be charged as a separate unit to You. For example, if You print a single-sided, A4 print, that contains Cyan, Magenta, Yellow and Black, We will charge You one unit per each colour of ink toner used for that print.

(h) Upon expiry, the inclusive volume will revert to the minimum quarterly billed volume.

(i) Any additional works required by Us as a result of changes, amendments or upgrades to Your operating systems and/or network connection.

(j) The cost of any maintenance which falls outside of any agreed service and/or repair agreement, to be reasonably determined by Us.

(k)  If You require an additional copy of the Contract (including the Sales & Service Agreement), this will be supplied by Us, to You, at a charge of £20.00 plus VAT.

5.3  We shall be entitled to charge You for any expenses reasonably incurred by Our representatives engaged in providing Our services to You, including (but not limited to) travelling expenses, accommodation reasonably required to perform the services, materials, subsistence and any associated expenses.

5.4  We shall be entitled to charge You for any costs reasonably incurred arising out of damage to the Products during the term of the Contract which extends beyond reasonable wear and tear, and which falls outside the scope of any agreed service and/or repair obligations, to be reasonably determined by Us. Where our technicians reasonably determine that any of the Products are beyond uneconomical repair, this includes the right to charge You for the full replacement cost of any of the Products at their applicable market value, from time to time.

5.5  You agree to pay all invoices issued by Us, to You within 30 days from the date of issue of the invoice. You agree to make payment in full, in cleared funds, and without deduction, set-off, counterclaim or withholding (other than any deduction or withholding of tax as required by law). Time for payment shall be of the essence of the Contract. VAT at the applicable prevailing rate must also be paid by You.

5.6  All invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing. Any sums not paid by the due date shall accrue interest at a rate of 1.5% per calendar month (or part thereof) on the outstanding balance, compounded monthly, until paid in full. The Company reserves the right to suspend services and/or deliveries while any invoice remains unpaid.

5.7  If You fail to pay any invoice issued by Us, in full and in cleared funds, within 30 days of the date of issue of the invoice, we reserve the right to suspend or withhold the provision of Our services and/or supplies to You until such time that all outstanding sums owed to Us by You are paid, in full and in cleared funds. We reserve the right to exercise our statutory right to claim interest, compensation and a contribution towards any costs incurred by Us arising out of Your failure to pay any payment, or payments, owed to us in accordance with the Contract, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5.8  If the Company is required to instruct solicitors, debt recovery agents, or commence legal proceedings to recover any outstanding sums, the Customer shall be fully liable for all costs, charges, and expenses incurred, including but not limited to legal fees, court fees, and enforcement costs, on a full indemnity basis.

5.9  Where it is agreed in writing that We will supply You with Toner for use within the Products, You agree to pay for any Toner supplied by Us at the standard rate applied by Us, at the time when the Toner is supplied to You, unless otherwise agreed between the parties within the Sales & Service Agreement. We reserve the right to change Our standard rate for Toner supplied by Us, from time to time, in accordance with prevailing market conditions, and without the need to expressly notify You first, in writing.

5.10  We reserve the right to review the price for the Products upon the anniversary of the Start Date, for the duration of the term of the Contract, to consider any increases in VAT, cost of materials, increased cost of working or other factors as we may reasonably determine, up to the VAT exclusive amount of 20%. In the event that the price for Our services is required to be increased, We will write to you in advance of the price increase taking effect.

5.11  Any payments not made via direct debit will be subject to a 10% administration fee of the invoice total.

5.12  Storage fees will apply if equipment is retained for longer than 7 days. The applicable fees are £25 per month for A4-sized equipment and £50 per month for A3-sized equipment. Clients are responsible for these monthly storage charges should the equipment exceed the initial 7-day storage period.

6. Your Obligations to Us

6.1  You shall:-

(a)  ensure that the terms of Your order and any information provided by You in the Sales & Service Agreement is complete and accurate;

(b)  provide Us, including Our employees, agents and subcontractors, with access to Your premises and other facilities as reasonably required by Us to provide our services to You;

(c)  provide Us with such information and materials as We may reasonably require in order to supply Our services, and ensure that such information is complete and accurate in all material respects. This includes, but is not limited to, the provision of meter readings, serial number(s), and usage information. Where information is not provided by You to Us within 3 Business Days of a request, providing such request is reasonable, We reserve the right to incur reasonable charges, which are properly incurred, for Us or Our authorised agents to attend at Your premises to obtain the information directly;

(d)  ensure that Your premises are adequately prepared for Us to carry out the services;

(e)  obtain and maintain all necessary licences, permissions and consents which may be required for Us  to provide services;

(f)  comply with all applicable laws, including health and safety laws;

(g)  keep all of Our Products, including materials, equipment, documents and other property at Your premises, in safe custody at its own risk, maintain the Products in good condition and working order until returned to Us, and not dispose of or use the Products other than in accordance with Our written instructions or authorisation;

(h)  maintain a comprehensive insurance policy, through a reputable insurance underwriter, which covers the full value of the Products, for the entire duration that You retain or hold the Products under the Contract, to include following expiry of the Minimum Period;

(i)  ensure that, for the duration of the Contract, only We and/or our authorised agents shall carry out any service maintenance, repairs or other works to any of the Products;

(j)  not make any modifications, alterations or additions to the Products, save without first obtaining Our prior written consent;

(k)  to keep the Products in adequate condition and working order, save for reasonable wear and tear which has been occasioned by the proper use of the Products by You. Where applicable, this includes You adhering to the manufacturer’s recommendation or guidance for use of the Products, in accordance with manuals, guidance notes or Our instructions;

(l)  inform Us if the Products supplied under the terms of the Contract are to be temporarily or permanently relocated, re-sited, dismantled, decommissioned or otherwise moved from the location to which the Products were connected and/or installed and/or setup by Us;

(m)  notify Us in the event that the Products are lost, damaged, stolen or otherwise interfered with, as soon as is reasonably practicable, and in any event, within 3 business days of such event occurring;

(n)  ensure that all consumables, parts, materials or sundries, to include but not be limited to, Waste Toner, Ink, Cleaning Products, amongst other items, which are used in relation to the Products, are those recommended by Us and as set out within the Sales & Service Agreement; save without first obtaining Our prior written consent.

6.2  If Our performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by You, or failure by You to perform any relevant obligation:-

(a)  without limiting or affecting any other right or remedy available to Us, We shall have the right to suspend performance of the Contract until You remedy your failure to perform any relevant obligation, and to rely on such failure to relieve Us from the performance of any of Our obligations in each case, to the extent that your failure prevents or delays Our performance of any of Our obligations under the Contract;

(b)  We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 5.2; an

(c)  You shall reimburse Us, on written demand, for any costs or losses sustained or incurred by Us the Supplier arising directly or indirectly from your failure to perform your relevant obligations.

6.3  No external software, firmware, applications, or third-party solutions may be installed on any Company-supplied device unless such software is purchased directly through the Company and expressly authorised in writing. Any unauthorised installation constitutes a material breach of contract and may result in immediate termination of service and/or additional charges to rectify any resulting issues.

6.4 Any toner supplied by the Company that is lost, misplaced, damaged or otherwise not returned when required shall be charged at full replacement cost as follows:

• Mono toner: £75 per unit

• Colour toner: £100 per unit

These charges shall be invoiced immediately and payable in accordance with the standard payment terms.

6.5 Devices must not be moved, relocated, transferred, or installed at an alternative location without the Company’s prior written consent. Any unauthorized movement shall result in a call-out and reconfiguration charge, in addition to any costs incurred for inspection, testing, damage, or reinstallation.

6.6 Staples supplied by the Company shall be charged at £75 per box. The Customer is strictly prohibited from purchasing or using staples or equivalent consumables from any third-party supplier in Company devices. Any damage, malfunction, or service call resulting from unauthorised consumables shall be chargeable to the Customer.

7. Termination

7.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 180 days written notice.

7.2  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 its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 10 Business Days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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;

7.3   Without affecting any other right or remedy available to it, We may terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment.

Without affecting any other right or remedy available to it, We may suspend the supply of services ,and/or all further deliveries of Products under the Contractor any other contract between the parties if you fail to pay any amount due under the Contract on the due date for payment, orYou become subject to any of the events listed in clause 7.2(b) or 7.2(c), or We reasonably believes that You are about to become subject to any of them.

8. Your Obligations on Termination

8.1 On termination of the Contract, You shall immediately pay to Us:-

(a) all of Our outstanding unpaid invoices and interest and, in respect of services performed but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt;

(b) any of Our reasonable administration costs and expenses arising as a result of the Contract being terminated;

(c) in the event of early termination of this Agreement by the customer, the customer shall remain liable to pay the Minimum Quarterly invoice multiplied by the number of quarter remaining in the Term of the agreement. If such payment is received in full with a seven day period of the notice of termination, the customer shall be entitled to a five percent 5% discount on the total amount due, the payment will need to be made in full to apply this discount.

(d) damages calculated as a reasonable pre-estimate of our losses resulting from the termination of the Contract.

8.2 In the event that You terminate the Contract with Us, after the Start Date, but before delivery of the Products to You has taken place pursuant to Clause 2 of the Contract, You shall be liable to pay Us, as agreed liquidated damages, a sum amounting to the cost of any services (including service and/or repair obligations, as agreed) which were to be provided by Us (at the rate agreed in the Sales & Service Agreement) for a period of 18 months, to compensate Us for loss of earnings. We also reserve the right to charge You a restocking fee in respect of the Products which were to be provided, at a rate to be reasonably determined by Us based upon the Products which You had agreed to order from Us.

8.3 You shall return all of the Products, and any consumables which have not been fully paid for, at Your own expense, within 5 working days of termination. If You fail to do so, then We 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 this Contract. Alternatively, We may agree with You that Our representative will attend at the premises to collect the Products and any consumables from you, such cost to be determined in accordance with Clause 2.2 of the Contract.

8.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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.

8.5  Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

8.6  All machines must be returned to the Company directly and must not be returned, transported, or handled by any third party without the Company’s prior written approval. The Customer shall remain fully responsible for the equipment until it has been received and accepted by the Company (if we are required to collect the charge will be £195 per device).

9. Limitation of Liability

Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 We have obtained insurance cover in respect of Our own legal liability for individual claims not exceeding £2,000,000.00 (two million pounds) per claim. The limits and exclusions in this clause reflect the insurance cover We have been able to arrange and You are responsible for making its own arrangements for the insurance of any excess loss.

9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective products under the Consumer Protection Act 1987.

9.4 Subject to clause 9.3, Our total liability to You in respect of all breaches of duty occurring within any Contract Year shall not exceed the Cap.

9.5 In clause 9.4:

(a) Cap. The cap is the greater of £50,000.00 and one hundred per cent (100%) of the Total Charges in the Contract Year in which the breaches occurred.

(b) Contract Year. A contract year means a 12-month period commencing with the Start Date or any anniversary of it; and

(c) Total Charges. The total charges means all sums paid by You and all sums payable under the Contract in respect of Products and services actually supplied by Us, whether or not invoiced to You.

9.6 This clause 9.6 sets out specific heads of excluded loss and exceptions from them:

(a) Subject to clauses 9.2 and 9.3, clause 9.6(c) the kinds of loss that are not excluded. Subject to that, clause 9.6(b) excludes specified types of loss.

(b) The following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

(c) The following types of loss and specific loss are not excluded:

(i) sums paid by You to Us pursuant to the Contract, in respect of any Products or services not provided by Us in accordance with the Contract;

(ii) wasted expenditure;

(iii) additional costs of procuring and implementing replacements for, or alternatives to, Products or services not provided in accordance with the Contract; and

(iv) losses incurred by You arising out of or in connection with any third-party claim against You which has been caused by the act or omission of Us. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, Our personnel, regulators and Your customers.

9.7 We have given commitments as to compliance of the Products and services. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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.

9.8 This clause 9 shall survive termination of the Contract.

10. General

10.1  Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure”). The time for performance of such obligations shall be extended accordingly.

10.2  You and We accept that the person signing the Contract is deemed to hold ostensible authority to bind You to the terms of the Contract.

10.3  The terms of the Contract shall remain confidential between You and Us, and the parties agree that it shall not, at any time, disclosure confidential information arising out of the Contract to any other third party, save as where required by law.

10.4  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 the Contract.

10.5  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.

10.6  The Contract constitutes the entire agreement between Us and You. Each party acknowledges that in entering into the Contract it does not rely on 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.

10.7  The Contract does not give rise to any third-party rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.8  Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by Us and You (or their authorised representatives).

11. Assignment and Other Dealings

11.1  We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

11.2  You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

12. Governing Law and Jurisdiction

12.1  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.

12.2  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.