Terms and Conditions for the Supply of Goods and Services
1. Definition and Interpretation 1.1 In these Terms and Conditions the following words shall have the following meanings:
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity.
“Agreement” means the agreement between the Supplier and the Customer for the sale and purchase of the Goods and/or Services incorporating these Terms and Conditions and the Order.
“Background IPR” means rights in any Intellectual Property, excluding Foreground IPR, owned or controlled by any party arising before commencement of the Services and/or provision of the Goods, or independently of the Services and/or Goods, which is necessary for carrying out the Services and/or provision of the Goods.
“Confidential Information” means any information given to or obtained by the Supplier from the Customer, or by the Customer from the Supplier, under the Agreement, the disclosure of which would constitute an actionable breach of confidence, which has either been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including commercially sensitive information, information which relates to the business, affairs, properties, assets, trading practices, goods/services, developments, trade secrets, Intellectual Property, know-how, personnel, customers and suppliers of either Party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998.
“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company.
“Customer” means the person or persons who is/are purchasing Goods and/or Services under this Agreement. Where the Customer consists of more than one person, the obligations of those persons in respect of the Agreement shall be joint and several.
“Force Majeure” means an event or sequence of events beyond any Party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Agreement including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Agreement; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier's or its suppliers’ workforce, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay.
“Foreground IPR” means rights in any Intellectual Property obtained, found, produced, devised, developed, or made during or generated in the course of the carrying out of the Services and/or providing the Goods excluding the Results and the Report.
"Goods" means the goods to be sold by the Supplier to the Customer as set out in the Order (but excluding Hired Goods).
“Hired Goods“ means goods supplied to the Customer on a hire, and not a sale, basis.
“Intellectual Property” means any copyright, design right, trademark, trade name, know-how, patentable invention for the purposes of the Patents Act 1977, database right for the purposes of the Copyright and Rights in Databases Regulations 1997, and all intellectual property, including Technical Information, the rights to which are protectable by law; and “Intellectual Property Rights” and “IPR” shall mean any rights in Intellectual Property.
“Location” means the location for delivery of the Goods and/or performance of the Services as set out in the Order or as otherwise agreed by the Parties.
“Price” is defined in clause 13.
"Order" means the order setting out the Goods and/or Services to be supplied by the Supplier to the Customer under the Agreement and shall be deemed to incorporate any specifications, further details or clarifications provided by the Supplier in relation to the Goods and/or Services.
“Report” means any report provided by the Supplier to the Customer as part of the Services.
“Results” means the results obtained from the Services.
“Services” means the services to be supplied by the Supplier to the Customer (including, without limitation, any provision of Hired Goods) as set out in the Order.
“Supplier” means Artist Needs Limited – registered company number 05084076 whose registered office is at 32 Park Cross Street, Leeds, LS12QH, UK – trading as “The Needs Group”.
“Technical Information” means and includes inventions, discoveries (and applications thereof), designs, drawings, techniques, processes, formulae, reports, specifications, practices, procedures, instructions, software and other technical information and data of any kind in whatever form.
“Terms and Conditions” means the these Terms and Conditions for the Supply of Goods and Services.
“VAT” means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods and/or Services.
1.2 In these Terms and Conditions, unless the context otherwise requires:
1.2.1 a reference to the Agreement includes these Terms and Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Terms and Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
1.2.3 a reference to a ‘Party’ means either the Supplier or the Customer and includes that Party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns
1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; and,
1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
2. Application of these Conditions 2.1 These Terms and Conditions apply to and form part of the Agreement between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply. 2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Agreement. 2.3 No variation of these Terms and Conditions or to an Order or to the Agreement, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier. 2.4 Each Order by the Customer to the Supplier shall be an offer to purchase the Goods and/or Services subject to these Terms and Conditions. 2.5 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods and/or Services shall arise, until the earlier of:
2.5.1 the Supplier’s written acceptance of the Order; or
2.5.2 the Supplier delivering or performing the Goods and/or Services or notifying the Customer that they are ready to be delivered or performed (as the case may be).
2.6 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer. 2.7 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Goods and/or Services and are incapable of being accepted by the Customer. 2.8 Marketing and other promotional material relating to the Goods and/or Services are illustrative only and do not form part of the Agreement. 2.9 Nothing in the Agreement implies that the Supplier will provide the Goods and/or Services, or goods or services of this type, for the Customer exclusively. 2.10 If there is a conflict between the terms contained in the Terms and Conditions and the terms of the Order, schedules, appendices or annexes to the Agreement, the terms of the Terms and Conditions shall prevail. 3. Delivery and Performance 3.1 Time is not of the essence in relation to the performance or delivery of the Goods and/or Services. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only. 3.2 The Supplier shall not be liable for any delay in or failure of performance caused by:
3.2.1 the Customer's failure, or any third party’s failure, to: (i) make the Location available, (ii) prepare the Location as required for the relevant Goods and/or Services or (iii) provide the Supplier with adequate instructions for performance or delivery or otherwise relating to the Goods and/or Services;
3.2.2 Force Majeure.
3.3 If the Customer; refuses or fails to take delivery of the Goods (or Hired Goods, as the case may be) within the Customer's normal working hours on the date of delivery, or if the Supplier is unable to deliver the Goods (or Hired Goods) on time because the Customer has not provided appropriate instructions, documents, licences or authorizations, the Supplier may store the Goods (or Hired Goods) and the Customer shall in addition to the Price payable pay all related costs and expenses (including without limitation, the costs for storage and insurance) and additional delivery costs incurred by the Supplier. If the Customer fails to take delivery of or to collect the Goods (or Hired Goods) after seven (7) days following the date of delivery, the Supplier may rescind the Agreement and sell the Goods (or re-hire Hired Goods) to a third party if possible or recover damages. 3.4 The Supplier shall use its reasonable endeavours to comply with the reasonable requests made by the Customer to postpone delivery of the Goods (or Hired Goods) but shall be under no obligation to do so. 3.5 The Supplier may deliver or perform the Goods and/or Services in instalments. Any delay in performance or defect in an instalment shall not entitle the Customer to cancel any other instalment or to treat the Agreement as a whole as repudiated. 3.6 The Supplier reserves the right to change the batch of the Goods at any time and Goods may be delivered which originate from one or more different batches. 3.7 The Supplier reserves the right, at its sole option, to cancel or withhold the delivery of any Goods and/or Services, (whether in whole or in part):
3.7.1 until receipt of satisfactory credit reference in respect of any Customer; and/or
3.7.2 where the supply of such Goods and/or Services would exceed any credit limit which the Supplier may, in its absolute discretion, have granted to the Customer; or 3.7.3 the Customer is in breach of any of the terms of the Agreement.
3.8 Packaging supplied by the Supplier, unless otherwise expressly agreed in writing, is intended to provide adequate protection in normal conditions of transit of expected duration.
4. Risk in Goods
4.1 Unless stated otherwise by the Supplier, risk in the Goods shall pass to the Customer upon delivery in
accordance with clause 3. 5. Title to Goods 5.1 Title to the Goods shall remain with the Supplier until any and all sums due or payable by the Customer to the Supplier under this Agreement, or under any other contract between the Customer and the Supplier, is made in full and cleared funds. 5.2 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clause 19.2.3-19.2.5, the Supplier may:
5.2.1 require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
5.2.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and
6. Supplier Warranty 6.1 The Supplier warrants that on delivery the Goods and/or Services shall:
6.1.1 conform in all material respects to the Supplier’s specification;
6.1.2 be free from material defects in design, material and workmanship;
6.1.3 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
6.1.4 any media on which the results of the Services are supplied shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
6.3 The Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Goods and/or Services that do not comply with clause 6.1, provided that the Customer:
6.3.1 serves a written notice on Supplier not later than seven (7) days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects (which shall not exceed 30 days from the date of delivery or performance);
6.3.2 such notice specifies that some or all of the Goods and/or Services do not comply with clause 6.1 and identifying in sufficient detail the nature and extent of the defects; and
6.3.3 gives the Supplier a reasonable opportunity to examine the claim of the defective Goods and/or Services.
6.4 The provisions of these Terms and Conditions shall apply to any Goods and/or Services that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Goods and/or Services. 6.5 Except as set out in this clause 6:
6.5.1 the Supplier gives no warranty and makes no representations in relation to the Goods and/or Services; and
6.5.2 shall have no liability for their failure to comply with the warranty in clause 6.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
7. Use of Goods and Hired Goods 7.1 During the agreed period of hire for Hired Goods, the Customer shall: 7.1.2 keep the Hired Goods in its possession and/or under its control at all times; and, 7.1.3 prevent any damage to, or loss of, the Hired Goods (provided that the Customer shall not be responsible for the actions or omissions of the Supplier or its agents in respect of the Hired Goods). 7.2 Upon expiry of the period of hire, or upon termination of the Agreement if earlier, the Supplier may at any time retake possession of the Hired Goods and shall be entitled to enter the premises of the Customer and/or any other place of performance of the Services, for such purposes. 7.3 All Goods and Hired Goods must be used strictly in accordance with the instructions, recommendations and specifications (if any) of the Supplier. 7.4 The Supplier accepts no liability for any losses arising due to:
7.4.1 any use of the Goods or Hired Goods which is not in accordance with clause 7.3 above; or
7.4.2 any use of the Goods or Hired Goods for a purpose which has not been specified by the Supplier.
8. Equipment and Materials 8.1 All materials and items of equipment which are provided by the Customer to the Supplier for the performance of the Services shall be delivered, assembled, maintained, dismantled and collected by the Customer upon termination or expiry of the Agreement, or at the Supplier’s request, at the Customer's cost and in accordance with the requirements of the Supplier. 8.2 Risk in any materials or items of equipment provided by the Customer to the Supplier shall remain with the Customer at all times. All equipment and other accessories (except those owned and provided by the Customer) and all materials obtained by the Supplier and/or used for the purposes of the Services shall remain the property of the Supplier. 9. Customer Warranties 9.1 The Customer shall provide the Supplier, in a timely manner, with all such information and materials as are necessary for the Supplier to carry out the Services and/or supply the Goods in accordance with this Agreement and the Customer warrants that all information provided by it or on its behalf to the Supplier will be accurate. The Customer further warrants that it will give the Supplier written notice of any hazards, known or suspected, by the Customer that might potentially arise in the use of such materials or information. 9.2 The Customer warrants that it has the necessary rights, and is entitled to use or disclose, all Intellectual Property licensed or provided by it to the Supplier for the purposes of carrying out the Services and/or supplying the Goods. 9.3 The Customer warrants that it shall not, without the Supplier prior written consent, for one year following the termination or expiry of this Agreement solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier in the provision of the Services and/or Goods. 9.4 The Customer warrants that they have obtained all necessary licences, approvals, permits or authorities required in relation to the Goods and/or Services and the Customer accepts full responsibility and liability in respect of any failure to obtain such permissions. 10. Indemnity and Insurance 10.1 The Customer shall indemnify and keep indemnified on a full and unqualified basis the Supplier against any and all actions, claims, demands, costs, charges and/or expenses arising out of any loss or damage incurred by the reason of any infringement or alleged infringement:-
10.1.1 by the Customer of any Intellectual Property right in relation to the Goods and/or Services; and
10.1.2 by The Supplier in relation to any Intellectual Property licensed or provided by the Customer to the Supplier in relation to the Goods and/or Services.
10.2 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Agreement. 10.3 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Agreement. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable. 11. Limitation of Liability 11.1 The extent of the Parties’ liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11. 11.2 Subject to clauses 11.5 and 11.6, the Supplier’s total liability shall not exceed the Price. 11.3 Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for consequential, indirect or special losses. 11.4 Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
11.4.1 loss of profit;
11.4.2 loss of data;
11.4.3 loss of use;
11.4.4 loss of production;
11.4.5 loss of contract;
11.4.6 loss of opportunity;
11.4.7 loss of savings, discount or rebate (whether actual or anticipated);
11.4.8 harm to reputation or loss of goodwill.
11.5 The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by either Party under the Agreement. 11.6 Notwithstanding any other provision of the Agreement, the liability of the Parties shall not be limited in any way in respect of the following:
11.6.1 death or personal injury caused by negligence;
11.6.2 fraud or fraudulent misrepresentation;
11.6.3 any other losses which cannot be excluded or limited by applicable law.
11.7 If The Supplier performance of its obligations under this Agreement is prevented or delayed by any act of omission of the Customer, its agents, sub-contractors or employees, The Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay. 12. Confidentiality and Data Protection
12.1 The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Agreement. The provisions of this clause shall not apply to:
12.1.1 any information which was in the public domain at the date of the Agreement;
12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement or any related agreement;
12.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
12.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.
This clause 12.1 shall remain in force in perpetuity. 12.2 Subject to clause 16, the Customer shall not make any public announcement or disclose any information regarding the Agreement, except to the extent required by law or regulatory authority. 12.3 To the extent that the Supplier receives any personal data from the Customer or during the provision of the Services (where personal data is defined in the Data Protection Act 1998) the Customer agrees that the Supplier acts as a data processor (as defined in the Data Protection Act 1998) for such personal data. The Customer authorises the Supplier to appoint sub-contractors as further data processors on their behalf provided that such further data processors are engaged on terms providing no less protection than those set out in this clause. 12.4 The Supplier will process such personal data only in accordance with this Agreement and the Customer's reasonable instructions and will use reasonable endeavours to implement appropriate technical and organisational processes and procedures to safeguard against any unauthorised or unlawful processing and against accidental loss or destruction of or damage to such personal data. 13. Price and Payment Terms 13.1 The price for the Goods and/or Services shall be as advised by the Supplier and received and acknowledged by the Customer (Price). 13.2 The Price is exclusive of the following items:
13.2.1 Delivery which shall be charged in addition at the Supplier’s standard rates; and
13.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice. 13.4 The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Goods and/or Services which is due to any factor beyond the control of the Supplier. 13.5 The Supplier shall invoice the Customer for the Goods and/or Services at any time after delivery or performance (as the case may be). 13.6 The Customer shall pay all invoices:
13.6.1 in £s sterling and in full, without deduction or set-off, in cleared funds within thirty (30) of the date of each invoice; and
13.6.2 to the bank account nominated by the Supplier.
13.7 Time of payment is of the essence. Where sums due under these Terms and Conditions are not paid in full by the due date:
13.7.1 the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year
above the base rate of National Westminster Bank plc from time to time in force, and
13.7.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual
payment in full, whether before or after judgment.
13.8 The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit. 13.9 All bank charges associated with payments made by the Customer for the Goods and/or Services (such as, by way of example only, charges levied on payments from overseas) shall be payable by the Customer. 14. Anti-Slavery
14.1 The Customer undertakes, warrants and represents that:
14.1.2 neither the Customer nor any of its officers, employees, agents or subcontractors has:
• committed an offence under the Modern Slavery Act 2015 (a MSA Offence);
• been notified that it is subject to an investigation relating to an alleged MSA Offence
or prosecution under the Modern Slavery Act 2015; or
• is aware of any circumstances within its supply chain that could give rise to an
investigation relating to an alleged MSA Offence or prosecution under the Modern
Slavery Act 2015;
14.1.3 it shall comply with the Modern Slavery Act 2015;
14.1.4 it shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of Customer’s obligations under clause 14.1. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
15. Anti-Bribery 15.1 For the purposes of this clause 15 the expressions adequate procedures and associated with shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it. 15.2 Each party shall comply with applicable Bribery Act 2010 including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
15.2.1 all of that Party’s personnel;
15.2.2 all others associated with that Party; and
15.2.3 all of that Party’s subcontractors;
15.2.4 involved in performing the Agreement so comply.
15.3 Without limitation to clause 15.2, neither Party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf. 15.4 Each Party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 15. 16. Publication 16.1 Subject to clause 16.2, the results of any work undertaken by the Supplier shall not be used in advertising or promoting any product or service for commercial exploitation by the Customer except with the prior approval of the Supplier. 16.2 Any Results or Reports may be freely published by the Customer, but the Customer will not make any reference to the Supplier without obtaining prior approval in writing of the Supplier. 17. Intellectual Property Rights 17.1 Subject to any third party rights other than those created by virtue of the Agreement, to the extent that the provision of the Goods and/or Services results in the creation of any Foreground IPR such Foreground IPR shall vest in the Supplier. The Supplier shall grant to the Customer a non-exclusive licence to use the Foreground IPR for the purposes of the Customer in the direct field of application for which the Goods and/or Services were carried out. The exact terms of any licence will be agreed through good faith negotiations between the Supplier and the Customer. 17.2 To the extent that the provision of the Services results in the creation of Results and/or Reports, ownership of the Results and/or the Report shall vest in the Customer. 17.3 The Customer grants to the Supplier a royalty free, non-exclusive licence for the term of the Agreement to use any Intellectual Property supplied by them to the Supplier for the purposes of carrying out the Services and/or supplying the Goods. 17.4 Ownership or title to any Background IPR shall not be affected by these Terms and Conditions or by the Agreement. 18. Force Majeure The Supplier shall be under no liability for any failure to perform any of its obligations under the Agreement if and to the extent that the failure is caused by Force Majeure. 19. Termination 19.1 The Agreement may be terminated by the Supplier on giving one (1) month’s written notice. 19.2 The Supplier may terminate the Agreement immediately by written notice given to the Customer where:
19.2.1 the Customer commits a breach of the Agreement which Supplier reasonably considers is not capable of remedy; or
19.2.2 the Customer has continued in any breach of the Agreement for more than 30 days after being warned in writing of such breach.
19.2.3 the Customer is a company, and the company passes a resolution or the court makes an order that it should be wound up or that an administrator be appointed, or if the Customer makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order; or
19.2.4 the Customer being an individual at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so; or
19.2.5 the Customer is a partnership and any partner thereof at any time becomes bankrupt, or has a receiving order made against him or her, or any partner or the partnership makes any composition or arrangement with or for the benefit of their creditors, or purports to do so.
19.3 If the Customer does not make payments in accordance with clause 13 the Supplier reserves the right to cease the supply of Goods and/or Services and/or withhold the results of the Services and, if it thinks fit, to terminate the Agreement immediately by written notice given to the Customer. 20. Effect of termination 20.1 Termination of the Agreement shall not affect any obligation or liability of any Party which has accrued at the date of termination. 20.2 Except for clauses 10, 11, 12, 17, 26, 27, and except in respect of any other accrued rights, neither party shall be under any further obligation to the other. 20.3 The Supplier may, during the term of the Agreement and upon termination of the Agreement, set off against any debt owed by the Customer to, or the amount of loss and/or damage The Supplier have reasonably assessed as resulting from the termination of the Agreement, any sums otherwise due to the Customer. 21. Assignment and sub-contracting 21.1 The Customer shall not assign or sub-contract the Agreement or any part of it without the prior consent of the Supplier in writing. 21.2 The Supplier may at any time, on reasonable notice in writing to the Customer, transfer or assign all or any rights and/or obligations under the Agreement. 21.3 The Supplier shall be free to subcontract or otherwise deal with the whole or any part of the Goods and/or Services. 22. Waiver, variation and representations 22.1 No delay by the Supplier in enforcing or expressing any right, either arising out of the Agreement or any right in respect of any breach of the Agreement by the Customer, shall constitute a waiver of such right. 22.2 No waiver by the Supplier of any breach of the Customer's obligations shall constitute a waiver of any other prior or subsequent breach. 22.3 Any variation of any provision of the Agreement must be effected in writing and issued by the Supplier. No purported variation by any other means shall bind the Supplier. 22.4 No statement in any publication issued by the Supplier constitutes a term of the Agreement, nor a representation, in reliance upon which the Agreement has been entered into. 23. Relationship of the Parties The Parties are independent persons and are not partners, principal and agent or employer and employee and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the Parties shall have, nor shall represent that they have, any authority to make any commitments on the other Party's behalf. 24. Severability 24.1 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected. 24.2 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision. 25. Notices Any notices to be given under the Agreement shall be in writing and sent to the relevant address or addresses set out in the Agreement by hand, electronic mail transmission or prepaid post. Such notices shall be deemed to be received on receipt of a ‘read’ or ‘delivered’ receipt from the correct email address if sent by electronic mail transmission and if sent by prepaid first class post within the United Kingdom shall be deemed to be served on the second business day after posting and if delivered by hand on receipt of a signature at the time of delivery. If a notice is sent to or from abroad by prepaid mail it shall be deemed to be served on the fifth business day after posting. 26. Third Party Rights 26.1 Except as expressly provided for in clause 26.2, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement. 26.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement. The consent of any such Affiliate is not required in order to rescind or vary the Agreement or any provision of it. 27. Jurisdiction and Governing Law 27.1 The Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. 27.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims). Artist Needs Limited (registered company no. 05084076) with its registered office at 32 Park Cross Street, Leeds, LS12QH, UK trading as “ “The Needs Group”, “Artist Needs”, “Furniture Needs”, “VIP Needs” & “Aviation Needs" www.theneedsgroup.com +44 (0) 113 244 04 10