Terms & Conditions

ONE COMPLIANCE CYBER LIMITED’S TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

PLEASE READ THE TERMS AND CONDITIONS BELOW CAREFULLY. THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 4 (CUSTOMER’S CONSENT UNDER THE COMPUTER MISUSE ACT 1990), CLAUSE 8 (LIMITATION OF LIABILITY) AND CLAUSE 11.1 (FORCE MAJEURE).

Interpretation.

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

1.1 Definitions:

Applicable Laws: all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the Contract.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Client Portal.

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

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6 (Charges and payment).

Client Portal: the customer portal that One Compliance makes available to the Customer from time to time as part of the Services at Portalportal@onecompliance.co.uk or such other point of access or location as One Compliance may determine from time to time.

Commencement Date: has the meaning given in clause 2.2.

Customer Default: has the meaning set out in clause 5.2.

Customer: the person or firm who purchases Services from One Compliance, as set out in the Proposal.

Contract: the contract made between One Compliance and the Customer for the supply of Services in accordance with these Terms and Conditions.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of Personal Data.

Deliverables: the deliverables set out in the Proposal produced by One Compliance for the Customer.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

One Compliance Materials: has the meaning set out in clause 5.1.1.4.

One Compliance: One Compliance Cyber Limited registered in England and Wales with company number 08890330 with its registered office at Jackson Stephen Yew Tree Way, Golborne, Warrington, England, WA3 3JD.

Proposal: the proposal document for the supply of Services which is prepared by One Compliance and signed by the Customer and which incorporates the Terms and Conditions.

Representatives: employees, officers, representatives, contractors, subcontractors or advisers.

Services: the services, including the provision of any Deliverables, supplied by One Compliance to the Customer under the Contract, as set out in the Proposal.

Specification: the description or specification of the Services as set out in the Proposal.

Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Virus: any thing or device (including any software, code, file or programme) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: any weakness in the computational logic (for example, code) found in the software and hardware components and network configurations, that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.1 Interpretation:

a)Terms defined in the Proposal have the same meaning in these Terms and Conditions.

b)Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision: (i) is a reference to it as amended, extended or re-enacted from time to time; and (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

c)Any words following the terms , , , or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

d)A reference to or includes .

Basis of Contract.
The Proposal constitutes an offer by One Compliance to supply Services to the Customer in accordance with these Terms and Conditions.
The Proposal shall only be deemed to be accepted when either:
1. the Proposal is signed in writing by the Customer; or
2. the Customer issues a purchase order to One Compliance which corresponds with the Proposal; or
3. any act is carried out by the Customer consistent with accepting the Proposal, for example the Customer requests One Compliance to commence any of the Services,at which point and on which date the Contract shall come into existence (Commencement Date).
Any samples, drawings, descriptive matter or advertising, descriptions or illustrations issued or published by One Compliance, (including in any catalogues or brochures, or on any website or social media including any website of One Compliance), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

Supply of Services.
One Compliance agrees to provide the Services under this Contract to the Customer in accordance with the Specification in all material respects, for the duration set out within the Proposal unless terminated earlier in accordance with these Terms and Conditions.
One Compliance shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the services.
The consulting days for the provision of the Services are offered on a first come first served basis and are subject to consultant availability. Unless and until the Contract comes into existence in accordance with clause 2.2, One Compliance shall have no obligation or liability in respect of the provision of any of the Services (including where any bookings or other assurances or confirmations have been provided or made prior to a Contract being formed).
One Compliance reserves the right to amend the Specification if necessary to comply with any Applicable Laws, or if the amendment will not materially affect the nature or quality of the Services, and One Compliance shall notify the Customer in any such event.
One Compliance warrants to the Customer that the Services will be provided using reasonable care and skill.
Cancellation Policy. At One Compliance’s sole discretion, the following provisions shall apply if the Customer cancels any of the Services with less than one (1) weeks’ notice before any due dates relating to the same (for example, a due date for testing):
1. where the Customer provides One Compliance with at least one (1) weeks’ written notice of cancellation, there is no charge to the Customer;
2. where the Customer provides One Compliance with less than one (1) weeks’ notice but at least 24 hours’ notice, 50% of the Charges relating to those Services remain payable by the Customer; and
3. where the Customer provides One Compliance with less than 24 hours’ notice, – 100% of the Charges relating to those Services remain payable by the Customer.
The notice under clause 3.6 must be sent by the Customer to one of the following:
1. One Compliance’s sales director;
2. the relevant One Compliance account manager dealing with the Customer;
3. via the Client Portal; or
4. via email to the Customer’s designated point of contact (which shall be the relevant consultant providing the Services to the Customer).
All Services ordered will be scheduled, delivered and invoiced in line with the Deliverables set out in the Proposal. All scheduling will be subject to written approval by One Compliance.
The Customer acknowledges that PCI DSS and PA-DSS assessment work is subject to review by the PCI Security Standards Council (PCI SSC) as part of their Quality Assurance process, and the Customer agrees that One Compliance may provide the RoC, RoV and any supporting evidence or documents relating to any such work to the PCI SSC upon request. The Customer further acknowledges that (i) such assessment work does not guarantee that the Customer is compliant with the PCI DSS or the PA-DSS and One Compliance is not able to provide any such guarantee; and (ii) that any remedial actions which any such assessment identifies, and any subsequent audit requirements in relation to the same are excluded from the Services.

CUSTOMER’S CONSENT UNDER THE COMPUTER MISUSE ACT 1990
Purpose. The purpose of this clause 4 is to authorise One Compliance to conduct penetration testing on the systems, applications, or networks of the Customer in a manner consistent with the agreed scope and methodology set out in this clause 4. The parties acknowledge that this clause 4 provides the written consent that One Compliance requires as the “Tester” under the Computer Misuse Act 1990.
Scope of Testing.
1. One Compliance is authorised to perform penetration testing on the following systems (the “Testing Environment”):
  1. system names and IP ranges (e.g., “Internal Network,” specific application servers)
  2. applications (e.g., web applications, databases)
  3. physical access (if applicable, specific locations and equipment involved); and
2. The items that are in scope and out of scope of the Testing Environment shall be as set out within the Proposal.
Methodology.
1. The testing will follow industry-standard methodologies, including but not limited to: black box testing, white box testing, social engineering (as applicable) and vulnerability scanning.
2. Duration: Testing is scheduled to begin and end on the dates set out within the Proposal.
Authorisation and Access.
1. The Customer provides explicit authorisation for One Compliance to access the Testing Environment solely for the purposes of a penetration test. This authorisation shall be in force during the specified dates and any mutually agreed extensions.
2. Acknowledgement of Potential Risks: The Customer acknowledges that penetration testing, by its nature, may involve risks to system performance or stability. One Compliance will take all reasonable measures to minimise disruption.
Data Handling and Confidentiality.
1. Data Access and Storage: One Compliance will handle any data collected in compliance with the Data Protection Legislation.
2. Data Retention: All data will be retained only for the duration of the test and deleted or returned upon completion.
3. Confidentiality: One Compliance agrees to maintain the confidentiality of all data and information obtained during the test and will not disclose information to third parties without the Customer’s written consent.
Reporting. One Compliance will provide a detailed report of the findings, including vulnerability analysis, risk assessment and recommended remediation actions, and reports will be delivered to the Customer within seven (7) Business Days following the completion of the test.
Legal Compliance and Final Consent.
1. The Customer confirms that this clause 4 provides One Compliance with written authorisation under the Computer Misuse Act 1990. The Customer understands and agrees to all the provisions of this clause 4 and grants permission to One Compliance to conduct penetration testing as specified within this Contract.
2. The Customer consents to any necessary handling of personal data by One Compliance in a manner compliant with the Data Protection Legislation.
Indemnity. The Customer agrees to indemnify One Compliance against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by One Compliance arising out of or in connection with any claim made against One Compliance in relation to the penetration testing activities.

Customer’s obligations.
Customer’s General Obligations
1. The Customer shall:
  1. ensure that the terms of the Proposal, and any information it provides during the course of the Services (including in any Specification), are complete and accurate;
  2. co-operate with One Compliance in all matters relating to the Services;
  3. provide One Compliance with such information and materials as One Compliance may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
  4. keep all materials, equipment, documents and other property of One Compliance (One Compliance Materials) at the Customer's premises in safe custody at its own risk, maintain the One Compliance Materials in good condition until returned to One Compliance, and not dispose of or use the One Compliance other than in accordance with One Compliance’s written instructions or authorisation;
  5. not do or omit to do anything which may cause us to lose any licence, authority, consent or permission on which we rely for the purposes of conducting our business; and
  6. comply with any additional obligations as set out in the Proposal.
2. The Customer warrants that it holds or shall obtain and maintain the proper authority to obtain all necessary licenses, permissions and consents, which may be required for the Services before the date on which the Services are to start.
3. The Customer will permit access to One Compliance, its premises, systems, information and records, its employees, agents, consultants and subcontractors, during normal working hours (being Monday through Friday 9:00 am to 5:00 pm) in order to carry out the Services and provide the Deliverables.
4. The Customer acknowledges that prior to commencement of the Services, key staff, third parties, office space, completed pre-engagement questionnaire and other scoping information must be made available to One Compliance in accordance with any request by One Compliance of the same.

If One Compliance’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
1. without limiting or affecting any other right or remedy available to it, One Compliance shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays One Compliance’s performance of any of its obligations; and
2. One Compliance shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from One Compliance’s failure or delay to perform any of its obligations as set out in this clause 5.2.
3. Charges and payment.
In consideration of the provision of the Services by One Compliance, the Customer shall pay the Charges set out in the Proposal.
Where the Charges are calculated on a time and materials basis, the Charges shall be calculated in accordance with One Compliance’s daily fee rates (which are based upon the provision of one consultant per day), as set out in the Proposal. Where an estimate is provided, such estimate shall not be binding on One Compliance.
Where the Charges are calculated on a fixed price basis, the amount of those charges shall be as set out in the Proposal.
One Compliance shall be entitled to charge the Customer for any expenses incurred by the individuals whom One Compliance engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by One Compliance for the performance of the Services, and for the cost of any materials. Such expenses incurred by One Compliance will be charged in line with One Compliance’s expense policy – a copy of which can be provided upon request. All expenses will be passed through at cost.
All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of VAT and expenses, and shall be payable by the Customer. Where any taxable supply for VAT purposes is made under the Contract by One Compliance to the Customer, the Customer shall, on receipt of a valid VAT invoice from One Compliance, pay to One Compliance such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Customer requires any additional Services, the parties will discuss such further Services provided that the provision of such further Services will be subject to the creation and acceptance of a new Proposal. Such new Proposal will also be governed by these Terms and Conditions and shall form a new and separate contract.
One Compliance reserves the right to increase the Charges and/or its daily fee rates on 1 April each year.
One Compliance shall invoice the Customer either on or after completion of the Services or monthly in arrears.
The Customer shall pay each invoice submitted by One Compliance (a) within 30 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by One Compliance.
If the Customer fails to make a payment due to One Compliance under the Contract by the due date, then, without limiting One Compliance’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Intellectual Property.
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 the Customer) shall be owned by One Compliance and/or its licensors (as applicable).
One Compliance grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.
The Customer grants One Compliance a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any materials or data provided by the Customer to One Compliance for the term of the Contract for the purpose of providing the Services to the Customer.
This clause 7 shall survive termination of the Contract.

Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

The limits and exclusions in this clause reflect the insurance cover One Compliance has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise and the term “liable” shall be construed accordingly.
Nothing in this clause 8 shall limit the Customer's payment obligations under the Contract.
Nothing in the Contract limits or excludes any liability which cannot legally be limited or excluded, including but not limited to liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 8.3, One Compliance’s total liability to the Customer under this Contract in respect of any events giving rise to liability in that year shall not exceed 300% of the Charges paid or payable for the Services under the Contract in relation to such year.

Subject clause 8.3 and 8.4, One Compliance shall not be liable for any:
1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; in each case, whether direct or indirect, or
7. any indirect or consequential loss, however arising under this Contract.

One Compliance does not warrant that it can detect 100% of all Viruses and Vulnerabilities as part of the Services provided to the Customer. Due to the nature of the Services, each party acknowledges and agrees that One Compliance is not liable for checking for any Vulnerability that is introduced into the Customer’s network and/or IT systems, after the date of any report provided by One Compliance to the Customer as part of the Deliverables.
One Compliance has given commitments as to compliance of the Services with relevant specifications in clause 2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Unless the Customer notifies One Compliance that it intends to make a claim in respect of an event within the notice period, One Compliance shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 24 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
This clause 8 shall survive termination of the Contract.

9. Termination.

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:
1. the other party commits a material breach of any term of the Contract (and if such breach is remediable) fails to remedy that breach within 30 days of that party being notified to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or substantial part of its business; or
4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without affecting any other right or remedy available to it, One Compliance may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
Without affecting any other right or remedy available to it, One Compliance may suspend the supply of Services under the Contract or any other contract between the Customer and One Compliance if:
1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
2. the Customer becomes subject to any of the events listed in clause 9.1.2, clause 9.1.3 or clause 9.1.4, or One Compliance reasonably believes that the Customer is about to become subject to any of them.
On termination or expiry of the Contract:
1. the Customer shall immediately pay to One Compliance all of One Compliance’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, One Compliance shall submit an invoice, which shall be payable by the Customer immediately on receipt;
2. the Customer shall return all of the One Compliance Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then One Compliance may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and
3. to the extent that One Compliance provides any devices to the Customer as part of the Services, the Customer shall promptly return all such devices to One Compliance at the end of the Services in the same condition that the Customer received such devices in.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract including clause 1 (Interpretation), clause 4.8 (Indemnity), clause 6 (Charges and payment), clause 7 (Intellectual Property), clause 8 (Limitation of liability), clause 9 (Termination), clause 10 (Data Protection) and clause 11 (General) shall remain in full force and effect.

Data Protection. Both parties will comply with all applicable requirements of the Data Protection Legislation.

General.
Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
Assignment and other dealings.
1. One Compliance 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.
2. The Customer 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 without the prior written consent of One Compliance.
Confidentiality.
1. Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.
2. Each party may disclose the other party's confidential information: (i) to its Representatives who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its Representatives to whom it discloses the other party's confidential information comply with this clause 11.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. The provisions of this clause 11.3 shall not apply to any confidential information that:
  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 11.3);
  2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
  3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
  4. the parties agree in writing is not confidential or may be disclosed; or
  5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
4. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
Entire agreement.
1. 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.
2. These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
4. Any samples, drawings, descriptive matter or advertising issued by One Compliance, and any descriptions or illustrations contained in One Compliance’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
Variation. Except as set out in these Conditions, no variation of the Contract, or of any of the documents referred to in it, shall be effective unless it is in writing and signed by the parties, or their authorised representatives.
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices.
1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the email addresses specified for each party in the Proposal.
2. Any notice or communication shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. 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
  3. if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
3. This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Third party rights.
1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
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 laws of England and Wales.
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.