- Commencement and duration
- Work Order
- T&G’s obligations
- Customer’s obligations
- Change control
- Charges and payment
- Intellectual property rights
- Limitation of liability
- Consequences of termination
- Force majeure
- Representations and Warranties
- Rights and remedies
- Entire agreement
- Assignment and other dealings
- No partnership or agency
- Third party rights
- Dispute resolution
- Good Faith
- Governing law
Schedule 1 Work Order[s]
Taylor and Goes Ltd – Terms and Conditions of Service
- Taylor and Goes Ltd incorporated and registered in England and Wales with company number 09029178 whose registered office and primary place of business is at CC 204, Cocoa Studios, The Biscuit Factory, 100 Drummond Road SE16 4DG (T&G)
- The “Customer”
- Each individually a “Party” and jointly the “Parties”
T&G is a creative social media agency that through innovative and engaged interaction with its clients aims to help brands unlock their potential and customer loyalty through social and digital media.
The Customer has selected T&G to provide it with specific social media campaign and marketing assistance.
The Parties have mutually agreed the following:
The following definitions and rules of interpretation apply in this Agreement.
Customer’s Equipment: any equipment, systems or facilities provided by the Customer and used directly or indirectly in the supply of the Services.
Customer’s Manager: the Customer’s manager for the Services, appointed in accordance with clause 5.1.
Deliverables: all Documents, products and materials developed by T&G or its agents, subcontractors, consultants and employees in relation to the Services in any form, including photos, copywriting, lay-outs, social media content, blog articles, video work, animations.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
In-put Material: all Documents, information and materials provided by the Customer relating to the Services, including photos, text, lay-outs, colour schemes, fonts, schematics.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Pre-existing Materials: all Documents, information and materials provided by T&G relating to the Services which existed prior to the commencement of this Agreement.
Services: the services to be provided by T&G under this Agreement as set out in the Work Order(s) together with any other services which T&G provides or agrees to provide to the Customer.
T&G’s Equipment: any equipment, including tools, systems or facilities, provided by T&G or its subcontractors and used directly or indirectly in the supply of the Services.
T&G’s Manager: T&G’s manager for the Services appointed under clause 4.3.
Third Party Materials: any third party product, software, hardware or other material required for the performance of the Services under this Agreement.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Work Order: a written description of the Services and Deliverables to be provided by T&G.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.4 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.
1.8 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.9 A reference to writing or written includes e-mail.
1.10 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
1.11 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Commencement and duration
2.1 T&G shall provide the Services to the Customer as per the relevant Work Order and on the terms and conditions of this Agreement.
2.2 T&G shall provide the Services to the Customer from the date specified in the relevant Work Order.
2.3 This Agreement shall become effective on the Effective Date and shall continue whilst any Work Order(s) are active and in force.
3. Work Order
3.1 The Work Order[s] shall be agreed in the following manner:
(a) the Customer shall set out its requirements and specifications of the services which it is requesting from T&G, including a description of what work is to be done;
(b) T&G shall, as soon as reasonably practicable, provide the Customer with a draft Work Order; and
(c) the Parties shall discuss and agree the draft Work Order and when it has been agreed, they shall both sign a copy of it and it shall become part of Schedule 1 and subject to this Agreement.
3.2 T&G may charge for the preparation of the Work Order on a time and materials basis in accordance with clause 7.
3.3 Once the Work Order has been agreed and signed in accordance with clause 3.1(c), no amendment shall be made to it except in accordance with clause 6 and clause 15.
4. T&G’s Obligations
4.1 T&G shall use reasonable endeavours to manage and complete the Services, and to deliver the Deliverables to the Customer, in accordance with the relevant Work Order in all material respects.
4.2 T&G shall use reasonable endeavours to meet any performance dates specified in the relevant Work Order, but any such dates shall be estimates only and time for performance by T&G and shall not be of the essence of this Agreement.
4.3 T&G shall appoint a lead contact in respect of each Work Order who shall have authority contractually to bind T&G on all matters relating to the Services. T&G shall use reasonable endeavours to ensure that the same person acts as the lead contact throughout the term of the Work Order, but may replace him from time to time where reasonably necessary in the interests of the T&G’s business.
4.4 T&G shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause 5.1(e), provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
4.5 T&G shall undertake the Services as set out in the Work Order for the Customer. The Parties acknowledge and understand that T&G do not manufacture, produce or otherwise have any involvement, responsibility or control over the quality of the services and products offered by the Customer to its clients.
5. Customer’s obligations
5.1 The Customer shall:
(a) co-operate with T&G in all matters relating to the Services and appoint the Customer’s Manager in relation to a Work Order, who shall have the authority contractually to bind the Customer on matters relating to the Services;
(b) provide, for T&G, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by T&G;
(c) provide, in a timely manner, such In-put Material and other information as the T&G may reasonably require, and ensure that it is accurate in all material respects;
(d) inform T&G of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
(e) ensure that all Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
(f) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the T&G’s Equipment, the use of In-put Material and the use of the Customer’s Equipment in relation to the T&G’s Equipment, in all cases before the date on which the Services are to start;=
(g) keep, maintain and insure the T&G’s Equipment in accordance with T&G’s instructions as notified by T&G’s Manager and shall not dispose of or use the T&G’s Equipment other than in accordance with the T&G’s written instructions or authorisation; and
(h) specify in each Work Order any Third Party Material to be utilised for, incorporated into or provided as part of any Services performed or Deliverables and obtain all rights, licenses and consents necessary for T&G to use such Third Party Materials.
5.2 If T&G’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, T&G shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
5.3 The Customer shall be liable to pay T&G, on demand, all reasonable costs, charges or losses sustained or incurred by T&G that arise directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to T&G confirming such costs, charges and losses to the Customer in writing.
5.4 The Customer shall not, without the prior written consent of T&G, at any time from the date of this Agreement to the expiry of twelve months after the termination of this Agreement, solicit or entice away from T&G or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of T&G in the provision of the Services.
5.5 Any consent given by T&G in accordance with clause 5.4 shall be subject to the Customer paying to T&G a sum equivalent to twenty percent of the then current annual remuneration of the T&G employee, consultant or subcontractor.
6. Change control
6.1 The Customer’s Manager and T&G’s Manager shall meet at least once every quarter to discuss matters relating to the Services. If either Party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.
6.2 If either Party requests a change to the scope or execution of the Services, T&G shall, within a reasonable time, provide a written estimate to the Customer of:
(a) the likely time required to implement the change;
(b) any necessary variations to the charges arising from the change;
(c) the likely effect of the change on the relevant Work Order; and
(d) any other impact of the change on this Agreement.
6.3 If the Customer wishes for T&G to proceed with the change, T&G has no obligation to do so unless and until the Parties have agreed the necessary variations in accordance with clause 14.
6.4 Notwithstanding clause 6.3, T&G may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or charges for the Services. T&G may, from time to time and subject to Customer’s prior written consent (which shall not be unreasonably withheld or delayed) change the Services, provided that such changes do not materially affect the nature or quality of the Services and, where practicable, it will give the Customer at least two months’ notice of any change.
6.5 T&G may charge for the time it spends assessing a request for change from the Customer on a time and materials basis in accordance with clause 7.
7. Charges and payment
7.1 In consideration of the provision of the Services by T&G, the Customer shall pay the charges as set out in Schedule
7.2 Where Services are provided on a time and materials basis:
(a) the charges payable for the Services shall be calculated in accordance with T&G’s standard daily fee rates, as amended from time to time in accordance with clause 7.5;
(b) T&G’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked between 9.00 am and 6.00 pm on weekdays (excluding public holidays);
(c) T&G shall be entitled to charge an overtime rate of 20% of the normal daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 7.2(b);
(d) all charges quoted to the Customer shall be exclusive of VAT, which T&G shall add to its invoices at the appropriate rate;
(e) T&G shall ensure that every individual whom it engages on the Services completes time sheets recording time spent on the Services, and T&G shall use such time sheets to calculate the charges covered by each monthly invoice referred to in clause 7.2(f); and
(f) T&G shall invoice the Customer monthly in arrear for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 7.2 and clause 7.4.
7.3 Where Services are provided for a fixed price, the total price for the Services shall be the amount set out in Schedule 1 as amended from time to time in accordance with clause 7.5. The Customer shall pay the total price to T&G (without deduction or set-off).
7.4 Any fixed price and daily rate contained in Schedule 1 excludes:
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom T&G engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by T&G for the supply of the Services. Such expenses, materials and third party services shall be invoiced by T&G; and
(b) VAT, which T&G shall add to its invoices at the appropriate rate.
7.5 The Parties agree that T&G may review and increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. T&G shall give the Customer written notice of any such increase 2 months before the proposed date of that increase. If such increase is not acceptable to the Customer, it may, within 1 month of such notice being received, terminate the Agreement by giving 1 months written notice to T&G.
7.6 The Customer shall pay each invoice submitted to it by T&G, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by T&G.
7.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay T&G on the due date:
(a) the Customer shall pay interest on the overdue amount at the rate of 5% per annum above HSBC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and
(b) T&G may suspend all Services until payment has been made in full.
7.8 All sums payable to T&G under this Agreement shall become due immediately on its termination, despite any other provision. This clause 7.8 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
7.9 All amounts due under this Agreement 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). In the event the Customer has any query or dispute in relation to an invoice then this must be raised in writing to T&G within 14 days of receipt of the invoice, after this period the Customer is deemed to have accepted the format, content and amount invoiced.
8. Intellectual property rights
8.1 As between the Customer and T&G, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by T&G. Subject to clause 8.2, T&G licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If this Agreement is terminated, this licence will automatically terminate.
8.2 The Customer acknowledges that, where T&G does not own any of the Pre-existing Materials, the Customer’s use of rights in Pre-existing Materials is conditional on T&G obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle T&G to license such rights to the Customer.
9.1 “Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information, including but not limited to business plans, business forecasts, research, financial information, procurement requirements, purchasing requirements, manufacturing, customer lists, sales and merchandising efforts, marketing plans, experimental work, development, design details, specifications, engineering, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae in any way related to the current, future and proposed business, products and services of either of the Parties.
9.2 Confidential Information may be information disclosed to the receiving Party either orally, visually, in writing (including graphic material) or by way of consigned items. The receiving Party shall take all reasonable security precautions, including precautions at least as great as it takes to protect its own confidential information, to protect the secrecy of Confidential Information. The receiving Party may disclose Confidential Information only to its employees or consultants on a need-to-know basis. The receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement. Except as provided in clause 9.3 below, the Party which receives any Confidential Information from the other Party agrees to treat the same as confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, such information, and shall not make use of such information, without the prior written consent of the disclosing Party.
9.3 Information shall not be deemed Confidential Information if it is: (i) publicly available prior to this Agreement or becomes publicly available without a breach by the receiving Party; (ii) rightfully received by the receiving Party from third parties without accompanying confidentiality obligations; (iii) already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party; (iv) independently developed by the receiving Party; or (v) approved by the disclosing Party for release.
9.4 T&G shall have and hereby reserves the right to disclose Confidential Information, on request, to Governmental or statutory authorities without an obligation to notify the Customer if such notification is prohibited by applicable law. T&G shall make reasonable efforts in this regard, to seek permission from above mentioned authorities to disclose such information request to the Customer.
9.5 The secrecy of the Confidential Information disclosed pursuant to this Agreement shall be maintained for a period of five (5) years following disclosure thereof.
9.6 In case of breach, the affected Party shall have the right to seek injunctive relief, which relief shall not exclude any other recourse provided by law.
9.7 On termination of this Agreement, each Party agrees to promptly deliver to the other party all Confidential Information of the other party then in such Party’s possession. Neither Party shall retain other than as required by law any Confidential Information of the other Party
10. Limitation of liability
10.1 Nothing in this Agreement limits or excludes the T&G’s liability for:
(a) death or personal injury caused by its negligence; or
(b) fraud or fraudulent misrepresentation.
10.2 Subject to clause 10.1, T&G shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement 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 or damage to goodwill;
(f) loss of use or corruption of software, data or information;
(g) any indirect or consequential loss.
10.3 Subject to clause 10.1 and clause 10.2, T&G’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period to the equivalent of the total charges paid by the Customer in that period.
11.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 days after being notified to make such payment;
(b) the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is reasonably deemed unable to pay its debts;
(e) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;
(h) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
(j) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets;
(k) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(d) to clause 11.1(j) (inclusive); or
(l) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11.2 Either Party may terminate any individual Work Order issued under this Agreement by providing the other with written notice of not less than sixty (60) days, unless a different notice period is set forth in the Work Order. In the event of termination of any Work Order, Customer shall pay T&G all amounts due for Services rendered up to the effective date of termination.
11.3 Either party may terminate this Agreement without cause, on sixty (60) days notice, provided that such termination shall not affect the completion of any Work Order, which is in progress; and such Work Order shall continue to be governed by the terms and conditions of this Agreement.
12. Consequences of termination
12.1 On termination or expiry of this Agreement:
(a) the Customer shall immediately pay T&G all of its outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, T&G may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall return all of T&G’s Equipment, Pre-existing Materials and Deliverables. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping;
(c) the following clauses shall continue in force: clause 8 (Intellectual property rights), clause 9 (Confidentiality), clause 10 (Limitation of liability), clause 12.1, clause 25 (Notices), clause 27 (Dispute resolution), clause 28 (Good Faith), 29 (Governing Law) and 30 (Jurisdiction).
12.2 Termination or expiry of this Agreement 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 Agreement which existed at or before the date of termination or expiry.
13. Force Majeure
13.1 Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts;
(h) non-performance by suppliers or subcontractors; and
(i) interruption or failure of utility service.
13.2 Provided it has complied with clause 14.4, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
13.3 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other Party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
13.4 If the Force Majeure Event prevails for a continuous period of more than 30 days, either Party may terminate this Agreement by giving 10 days’ written notice to the other Party.
14. Representations and Warranties
14.1 As of the Effective Date of this Agreement and upon entering into each Work Order, each Party represents and warrants that:
(a) it is a corporation duly incorporated, validly existing and in good standing under the laws of the state or country in which it was incorporated;
(b) it has all necessary corporate power and authority to enter into this Agreement and each of the Work Orders and that the execution, delivery and the consummation of the transactions contemplated thereby have each been authorised by all necessary corporate action and do not violate any judgment, order, or decree; and
(c) the execution, delivery, performance and consummation of the transactions contemplated by this Agreement and any Work Order do not and will not constitute a material default under any contract by which it or any of its material assets are bound.
14.2 T&G represents and warrants to the Customer that it will provide the Services and Deliverables in accordance with generally accepted industry standards and practices. T&G and Customer agree that Customer’s sole and exclusive remedy for non-conforming Services and Deliverables shall be replacement/re-performance by T&G, or, at T&G’s option, refund of the fees paid for such nonconforming Services and Deliverables.
14.3 The Customer represents and warrants that it is the lawful owner or licensee of any Customer Equipment provided to T&G for the performance of the Services.
14.4 Except as expressly set forth in this Agreement, T&G hereby disclaims all warranties implied, statutory or otherwise with respect to the Services and Deliverables provided under this Agreement and/or Work Orders issued hereunder and all components and elements thereof, including but not limited to implied warranties of merchantability and fitness for particular purpose.
Subject to clause 6, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. Rights and remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision or part-provision of this Agreement 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 this Agreement.
18.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. Entire Agreement
19.1 This Agreement 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.
19.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
19.3 Nothing in this clause shall limit or exclude any liability for fraud.
20.1 If there is an inconsistency between any of the provisions of this Agreement and the provisions of a Work Order, the provisions in the Work Order shall prevail.
20.2 This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in any Customer purchase order, confirmation of order, or similar document containing other terms and conditions.
21. Assignment and Other Dealings
21.1 This Agreement is personal to the Customer and the Customer 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 this Agreement.
21.2 T&G may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement.
22. No partnership or Agency
22.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another Party, or authorise any party to make or enter into any commitments for or on behalf of any other Party.
22.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
23.1 This Agreement allows T&G to include Customer’s name in a general listing of its customers. With the Customer’s prior written consent (which shall not be unreasonably withheld) T&G may prepare case studies from time to time which provide specific details about the services being provided to the Customer.
24. Third Party Rights
24.1 No one other than a Party to this Agreement and their permitted assignees, shall have any right to enforce any of its terms.
25.1 Any notice or other authorisation to be served upon or given or communicated to one Party hereto by the other shall be in the form of a document in writing (which may be additionally scanned and emailed).
25.2 All notices shall be sent to the registered address of the Parties, unless notified otherwise. Any notice shall in the case of T&G also be scanned and emailed to: firstname.lastname@example.org
25.3 Notices shall be delivered by hand, courier post or registered signed for post, during normal business hours.
25.4 Notices shall be deemed to have been received by the Party to whom it was addressed when delivered and received by the other Party.
26.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
27. Dispute Resolution
27.1 If a dispute, other than a dispute about unpaid invoices, arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then the Parties shall follow the procedure set out in this clause:
(a) either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Managing Director of T&G and the Managing Director of the Customer shall attempt in good faith to resolve the Dispute;
(b) if the Parties are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the Parties will attempt to settle it by mediation and they will appoint a mediator by mutual agreement, or (failing mutual agreement) will apply to the President of the London Chamber of Commerce to appoint a mediator, to assist them in such negotiations
27.2 Both Parties agree to co-operate fully with an appointed mediator, provide such assistance as is necessary to enable the mediator to discharge his duties, and to bear equally between them the fees and expenses of the mediator.
27.3 No Party may commence any court proceedings in relation to the whole or part of the Dispute until 30 days after appointment of a mediator.
27.4 If the Dispute is not resolved within 30 days after appointment of the mediator, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales.
28. Good Faith
28.1 The Parties hereby expressly agree that in all matters regarding this Agreement they shall act the utmost good faith towards one another and will act reasonably and prudently at all times. Any losses or costs incurred shall be mitigated as far as reasonably possible.
29. Governing law
31.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
30.1 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).