Terms and Conditions

Designer Baby Ltd

Terms & Conditions

 

 

OUR TERMS

 

  1. THESE TERMS

 

1.1  What these terms cover. These are the terms and conditions on which we supply goods to you.

 

1.2  Why you should read them. Please read these terms carefully before you submit your order to us. These termstell you who we are, how we will provide goods to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

 

 

  1. INFORMATION ABOUT US AND HOW TO CONTACT US

 

2.1  Who we are. We are Designer Baby Ltd a company registered in England and Wales. Our company registration number is 11936972 and our registered office is at Unit 50, Louis Pearman Centre, Hull, HU3 4DL. Our VAT number is GB326707792.

 

2.2  How to contact us. You can contact us by writing to us at hello@designerbaby.co.uk or Unit 50, Louis Pearman Centre, Hull, HU3 4DL.

 

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

 

2.4  ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

 

 

  1. OUR CONTRACT WITH YOU

 

3.1  How we will accept your order. Our acceptance of your order will take place when you complete the checkout process on our website, at which point a contract will come into existence between you and us.

 

3.2 If we cannot accept your order. If we are unable to accept your order (or part order), we will inform you of this  and will not charge you for the good. This might be because the goods are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the goods or because we are unable to meet a delivery deadline specified.

 

3.3  Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

 

 

  1. OUR GOODS

 

4.1  Goods may vary slightly from their pictures. The images of the goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Goods. Your goods may vary slightly from those images. Although we have made every effort to be as accurate as possible, sizes, weights, colour, capacities, dimensions and measurements indicated on our website may vary

 

 

4.2  Goods packaging may vary. The packaging of the goods may vary from that shown in images on our website.

 

4.3  Goods sizes may vary. There may be a variance of up to 2% in the size, dimensions and/or measurements between listed description and the actual Goods supplied. This is due to the sizing adopted by the manufacturer, for which we cannot be held liable. Sizes may also vary across brands and products manufactured using a different material. Please note that we are willing to provide measurements if requested by you

 

4.4 Stock availability. Our website will provide indications of stock available, at the time however we cannot guarantee that Goods will always be available. If Goods are not available, you will be notified, in accordance with Clause 3.2.

 

 

  1. YOUR RIGHTS TO MAKE CHANGES

 

If you wish to make a change to the goods you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the goods, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. Please note that if your parcel has already been collected by our courier, we are unable to make any changes, so you will be required to follow our returns  policy (see Clause 9). If the order has not been despatched and we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see Clause 8.- Your rights to end the contract).

 

 

  1. OUR RIGHTS TO MAKE CHANGES

 

6.1  Minor changes to the goods. We reserve the right to change the goods:

 

(a)  to reflect changes in relevant laws and regulatory requirements; and

 

(b)  to implement minor technical adjustments and improvements.

 

 

  1. PROVIDING THE GOODS

 

7.1 Delivery. We warrant that on delivery, the Goods shall:

 

(a)  conform with their description and any applicable Goods Specification subject to Clause 4.1 & 4.3;

 

(b)  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);

 

(c) be provided with any applicable Manufacturers Warranty – note, where applicable it is your obligation to register and activate this;

 

  • Delivery costs.

         UK Mainland & Scotland4Standard Delivery (2-4 working days) - £3.95 

  • Next Working Day delivery* (orders placed before 1pm. Excludes weekends & bank holidays) - £5.95 

    * Delivery days are Monday-Friday. Next day delivery unavailable for Scottish Highlands & Islands, Isle of Man, Channel Islands & Isle of Scilly 

    FREE on orders placed over £50 

    * Scotland minimum spend £70 for next day delivery

    Northern Ireland 

    Standard Delivery (2-4 working days) - £6.95

    FREE on orders placed over £70

    Please note - Dreambuy products are shipped separately and may arrive earlier or later than the remainder of your order, but no later than 4 working days.

    Although rare, where a style is shown as in stock but unavailable with the brand, we will inform you of an estimated delivery date via the email address on your order. You may request a cancellation if this date is not suitable after your order has been placed. 

    Please contact hello@designerbaby.co.uk for more information. 

7.3 Customs charges. It is your responsibility to check any applicable customs charges for the country where the goods are to be delivered. We will not be liable for any such customs fees, which are to be borne by you and these are not included within our prices. 

 

7.4 When we will provide the Goods.

 

  • We aim to dispatch all orders within 48 hours, Monday-Friday (excluding public holidays). There may be a delay during busier periods, sale and promotional events. If your order includes any personalised goods, please allow an additional 48 hours for despatch;

 

  • You will receive an email confirmation once your order has been dispatched;

 

  • All parcels are sent using DPD tracked and signed for but may arrive in more than 1 package;

 

  • If on second attempt at delivery, DPD are unable to deliver to the requested property they will automatically deliver to a neighbour;

 

  • It is your responsibility to ensure your address is entered correctly at the checkout. Where a parcel is returned to us due to DPD being unable to deliver due to an incorrect shipping address, a delivery fee will be applicable in order for us to return your parcel to the correct address. The delivery fee to be charged is dependent on the customers location. Please see our delivery page for our delivery charges;

 

  • Please note, if you have requested for a parcel to be left without a signature, we will not be liable should the parcel go missing;

 

  • If you provide an incorrect address and the parcel is returned to us, you will be liable to pay the fee for re-delivery;

 

  • Please allow 5 working days, for UK deliveries, to receive your parcel before contacting us;

 

  • All deliveries (per order, not package and excluding Dreambuy deliveries) will include a complimentary bag of free Haribo sweets (subject to availability). If you do not require these, please leave a note on your order.
  • Please note - Dreambuy products are shipped separately and may arrive earlier or later than the remainder of your order, but no later than 3 working days - subject to availability. 

    Although rare, where a style is shown as in stock but unavailable with the brand, we will inform you of an estimated delivery date via the email address on your order. You may request a cancellation if this date is not suitable after your order has been placed. 

    Please contact hello@designerbaby.co.uk for more information. 

7.5  We are not responsible for delays outside our control. If our supply of the goods is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any goods you have paid for but not received.

 

7.6  If you do not re-arrange delivery. If you do not re-arrange delivery or collect them from a delivery depot, after a failed delivery to you, you do not re-arrange delivery you may incur further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and Clause 10.2 will apply.

 

7.7   If a delivery does not arrive. If your items do not arrive (within the period stated on Clause 7.4(g)), please notify us, us immediately, so that we may report this to DPD. The courier will then have a period of 5 working days to investigate the matter and return to us with their findings. If the matter is not resolved within this period, they are permitted a further 5 working days (maximum 10 working days in total from first notification) to investigate further. Please note that during this period we are unable to resend items or arrange a refund, until the couriers investigation is complete.

 

7.8  When you own goods. The title to the goods shall not pass to you until we have received payment in full (in cash or cleared funds).

 

7.9 When you become responsible for the goods. The goods will be your responsibility (with associated risks) from the time the courier delivers the goods to the address you gave us 9whether this be your own or a designated address).

 

7.10  What will happen if you do not give required information to us. We may need certain information from you so that we can supply the goods to you. If so, this will have been stated in the description of the goods. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (see Clause 10.2) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the goods late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

 

7.11 Reasons we may suspend the supply of goods to you. We may have to suspend the supply of a goods to:

 

(a)  deal with technical problems or make minor technical changes;

 

(b)  update the goods to reflect changes in relevant laws and regulatory requirements;

 

(c)  make changes to the goods as requested by you or notified by us to you (see Clause 6.).

 

7.12 Your rights if we suspend the supply of goods. We will contact you in advance to tell you we will be suspending supply of the goods, unless the problem is urgent or an emergency. If we have to suspend the supply of goods, we will adjust the price so that you do not pay for goods while they are suspended. You may contact us to end the contract for goods if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 1 month and we will refund any sums you have paid in advance for the goods in respect of the period after you end the contract.

 

 

  1. YOUR RIGHTS TO END THE CONTRACT

 

8.1  You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

 

(a)  If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the goods repaired or replaced or to get some or all of your money back), see Clause 11.;

 

(b)  If you want to end the contract because of something we have done or have told you we are going to do, see Clause 8.2;

 

(c)  If you have just changed your mind about the goods, see Clause 8.6. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;

 

8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any goods which have not been provided and you may also be entitled to compensation. The reasons are:

 

(a)  we have told you about an upcoming change to the goods or these terms which you do not agree to (see Clause 6.2);

 

(b)  we have told you about an error in the price or description of the goods you have ordered, and you do not wish to proceed;

 

(c)  there is a risk that supply of the goods may be significantly delayed because of events outside our control;

 

(d)  we have suspended supply of the goods for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than [PERIOD]; or

 

(e)  you have a legal right to end the contract because of something we have done wrong.

 

8.3 Defective/Damaged Goods. Subject to Clause 8.4, we shall, at our option, replace the defective/damaged Goods if:

 

(a)  you give notice in writing within 7 days of receipt of the Goods;

 

(b)  we are given a reasonable opportunity of examining such Goods; and

 

(c)  you (if asked to do so by us) return such Goods to our place of business using the Royal Mail label, which we will provide upon receipt of photographs (to be emailed) of the defect/damage. 

 

8.4 We shall not be liable for the Goods’ failure to comply with the terms if:

 

(a)  you make any further use of such Goods after giving a notice in accordance with Clause 8.3;

 

(b)  the defect arises because the you failed to follow the Supplier’s oral or written instructions as to the use or maintenance of the Goods or (if there are none) good trade practice;

 

  • you alter or amends such Goods without the written consent;

 

(d)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal conditions; or

 

(e)  the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

 

8.5  Except as provided in this Clause 8, we shall have no liability to you in respect of the Goods’ failure to comply with the terms set out in Clause 8.3.

 

8.6 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most goods bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

 

8.7  When you don’t have the right to change your mind. You do not have a right to change your mind in respect of personalised goods, unless they are expressly proven to be faulty. 

 

8.8  How long do I have to change my mind?

 

(a)  As you have purchased goods you have 28 days or 14 days for sale items (please note the items must reach us by the end of this time period), after the day you (or someone you nominate) receives the goods; or, subject to your order being delivered in more than one delivery:.

 

(b) If your goods are split into several deliveries over different days, you have until 28 days  or 14 days for sale items (please note the items must reach us by the end of this time period), after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.

(C) If you fail to return items within the permitted time period, we reserve the right not to refund you

 

  1. RETURNS, REFUNDS ANDHOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)  

 

9.1  Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

 

(a)  Email. Email us at info@designerbaby.co.uk. Please provide your name, home address, details of the order and, where available, your phone number and email address.

 

(b)  By post. Write to us at Unit 50, Louis Pearman Centre, Hull, HU3 4DL, including details of what you bought, when you ordered or received it and your name and address.

 

9.2 Returning goods after ending the contract. If you end the contract for any reason after goods have been dispatched to you or you have received them, you must return them to us. You must post them back to us at Unit 50, Louis Pearman Centre, Hull, HU3 4DL. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.

 

9.3  When we will pay the costs of return. We will pay the costs of return:

 

(a)  if the goods are faulty or misdescribed;

 

(b)  if you are ending the contract because we have told you of an upcoming change to the goods or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.

 

  • When we will not pay the costs of return.

 

  • if you are exercising your right to change your mind;

 

  • If you return part of your order (but retain some items).

 

9.5  How we will refund you. We will refund you the price you paid for the goods including delivery costs (if the order is returned in full only), by the method you used for payment. However, we may make deductions from the price, as described below.

 

9.6  When your refund will be made. We will make any refunds due to you as soon as possible, subject to the following:

 

(a)  If you are exercising your right to change your mind then, your refund will be made within 14 days from the day on which we receive the goods back from you. For information about how to return a goods to us, see clause 9.2.

 

(b)  if your goods are damaged or defective, we will provide a refund (or replacement if required) within 28 days from the day on which we receive the goods back from you;

 

  • in all other cases, your refund will be made within 14 days of your telling us you have

changed your mind.

 

9.7  Credit Notes. These are applicable for refunds in the following circumstances:

 

  • Purchases made with gift cards and credit notes, will be refunded with a credit note only;

 

  • If you fail to return items within the permitted time period, we reserve the right not to refund you or to issue a credit note, if we see fit.

 

  • If you paid with a combination of payment card and gift card, we'll refund anything you paid for with your gift card first, and then refund any outstanding credit you are owed on to your original payment card.

 

 

  1. OUR RIGHTS TO END THE CONTRACT

 

10.1 We may end the contract if you break it. We may end the contract at any time by writing to you if:

 

(a)  your payment does not clear within 24 hours;

 

(b)  you do not, within a reasonable time, allow us to deliver the goods to you or collect them from us;

 

  • you fail to return goods which you state are damaged or defective within 14 days.

  

10.2  You must compensate us if you break the contract.

 

  • if we end the contract in the situations set out in Clause 10.1(b) we will refund any money you have paid in advance for goods we have not provided but we will deduct or charge you delivery fee;

 

  • if we end the contract in the situations set out in Clause 10.1(c) we will not refund any money you have paid in advance for goods.

 

 

  1. IF THERE IS A PROBLEM WITH THE GOODS

 

11.1  How to tell us about problems. If you have any questions or complaints about the goods, please contact us. You can write to us at info@designerbaby.co.uk or Unit 50, Louis Pearman Centre, Hull, HU3 4DL

 

11.2 Summary of your legal rights. We are under a legal duty to supply goods that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the goods. Nothing in these terms will affect your legal rights.

 

Summary of your key legal rights

 

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

 

If your goods, for example electricals, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your goods your legal rights entitle you to the following:

 

·       up to 30 days: if your goods are faulty, then you can get an immediate refund.

 

·       up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.

 

·       up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.

 

See also Clause 8.6.

 

 

11.3  Your obligation to return rejected goods. If you wish to exercise your legal rights to reject goods you must post them back to us. We will pay the costs of postage by way of a refund. Please note that if you fail to return the goods after reporting an issue Clause 10.2(b) will apply.

 

 

  1. PRICE AND PAYMENT

 

12.1  Where to find the price for the goods. All reasonable efforts are made to ensure that prices shown (which includes VAT) on website are correct at the time of going online. These are displayed in pounds sterling. We reserve the right to change prices, to add, alter, or remove special offers from time to time, as necessary. Changes in price will not affect any order that you have already placed. However please see Clause 12.3 for what happens if we discover an error in the price of the goods you order.

 

12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the goods, we will adjust the rate of VAT that you pay, unless you have already paid for the goods in full before the change in the rate of VAT takes effect.

 

12.3  What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the goods we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the goods correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the goods correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

 

12.4 Baskets & Wish lists. By keeping an item in your basket or your wish list, this does not secure the goods at that price. In the event we update our prices whilst your goods are sat in your basket, or in your wish list, this is the price you will pay. Only placing an order will secure a goods at that price.

 

12.5 Discount codes. Discount codes cannot be used on sale items unless a discount code has been specifically set for these Goods during a promotion of our choosing. Discount codes cannot be applied to existing orders in any circumstances. All discount codes must be applied when checking out and it is your responsibility to ensure it has applied as expected before confirming your order.

 

12.6 No Price Match Guarantee. We do not offer a price match guarantee. Should an item go into a sale after your purchase, we will not refund the difference. You may return your order for a refund and order again at the discounted price. We cannot, however, guarantee that goods will be available when you reorder. 

 

12.7 When you must pay and how you must pay. Payment for goods and related delivery charges are payable in advance of being dispatched. We accept payment utilising the following methods which are available upon our website:

 

  • PayPal;
  • Klarna;
  • Clearpay;
  • Lay buy;
  • American Express;
  • Apple Pay;
  • Google Pay;
  • Maestro;
  • Mastercard;
  • Shop Pay;

 

12.8 Gift Cards and Credit Notes. We also accept by way of our gift cards and credit notes. Please note however that gift cards are non-refundable (see Clause 9.7(a))

 

 

  1. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

 

13.1  We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill[, but we are not responsible for any loss or damage that is not foreseeable]. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

 

13.2  We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes the right to receive goods which are: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care and, and for defective goods under the Consumer Protection Act 1987.

 

13.3 We are not liable for business losses. We only supply the goods for domestic and private use. If you use the goods for any commercial, business or re-sale purpose and subject to Clause 13.2, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

 

(a)  loss of profits;

 

(b)  loss of sales or business;

 

(c)  loss of agreements or contracts;

 

(d)  loss of anticipated savings;

 

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

 

(f)  loss of or damage to goodwill; and

 

(g)  any indirect or consequential loss.

 

13.4  Subject to Clause 13.3 our total liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.

 

13.5  This Clause 13 shall survive termination of the Contract.

 

 

  1. DATA PROTECTION & PROCESSING

 

14.1  We both acknowledge that for the purposes of General Data Protection Regulation (GDPR), that you are the Data Controller and we are the Data Processor in respect of any Personal Data.

 

14.2  We shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the you.

 

14.3  We will take all reasonable measures to ensure they adhere to its obligations under Articles 30 and 32 of GDPR taking into account the information that the Data controller has made available to it.

 

14.4 We shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

 

14.5  We both warrant to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

 

14.6 We warrant that, having regard to the state of technological development and the costs of implementing any measures, we will:

 

(a)  take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

 

  • the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

 

(ii)       the nature of the data to be protected.

 

(b)  take reasonable steps to ensure compliance with those measures.

 

14.7  You acknowledge that the we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.

 

14.8 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

 

 

  1. OTHER IMPORTANT TERMS

 

15.1 INTELLECTUAL PROPERTY RIGHTS  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 us.

 

15.2 Force Majeure. Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control..

 

15.3  Assignment and other dealings

 

(a)  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.

 

(b)  You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract, without our express agreement. 

 

15.4  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 principal place of business; or sent by email to the address specified in the quote or order.

 

(b)  Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

 

(c)  This clause does not apply to the service of any proceedings or other documents in any legal. 

 

15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

 

15.6  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 breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

15.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, 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.

 

15.8  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 based on any statement in the Contract.

 

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

 

15.9 Third parties’ rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

 

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

 

15.11  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.

 

15.12  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.