Terms and Conditions

General Priciples

Veterinary surgeons must work together and with others in the veterinary team and business, to coordinate the care of animals and the delivery of services.

TERMS AND CONDITIONS FOR THE SUPPLY OF CONSULTANCY SERVICES

  • Interpretation
    • Definitions

“Board”

the board of directors of the Client (including any committee of the board duly appointed by it).

“Business Day”

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

“Capacity”

as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

“Charges”

the charges due to the Consultant Company for the provision of the Services, as set out in the Contract Details.

“Client”

as defined in the Contract Details and will include any Group Company of the Client.

“Client Property”

all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Client or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant Company’s or the Consultant’s use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant Company or the Consultant on the computer systems or other electronic equipment of the Client, the Consultant Company or the Consultant during the Engagement, other than any Consultant Company IPRs .

“Commencement Date”

the date the Contract commences, as set out in the Contract Details.

“Code”

RCVS Code of Professional Conduct for Veterinary Surgeons which can be found here: https://www.rcvs.org.uk/setting-standards/advice-and-guidance/code-of-professional-conduct-for-veterinary-surgeons/.

“Conditions”

these terms and conditions set out in clause 1 to clause 13(inclusive).

“Confidential Information”

information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, clients, suppliers, products, affairs and finances of either party or any Group Company of the relevant party and trade secrets including, without limitation, technical data and know-how relating to the business of either party or Group Company of the relevant party or any of their suppliers, customers, clients, agents, distributors, shareholders, management or business contacts including (but not limited to) information that the Consultant Company or the Consultant creates, develops, receives or obtains in connection with this Engagement (which shall for part of the Consultant Company IPRs), whether or not such information (if in anything other than oral form) is marked confidential.

“Consultant”

Dr Colin Lindsay of Carradale, Paving Brow, Brampton, Cumbria CA8 1QT.

“Consultant Company”

as defined in the Contract Details.

“Consultant Company IPRs”

all Intellectual Property Rights of which the Consultant Company or the Consultant is the owner or licensee.

“Contract”

the contract between the Consultant Company and the Client for the supply of the Services in accordance with the Contract Details, the Schedules (if any) and these Conditions.

“Contract Details”

the specific contract details which shall be agreed between the Client and the Consultant Company in relation to each Engagement and which shall accompany these Conditions to form the Contract, the form of which shall be provided by the Consultant Company to the Client.

“Data Protection Legislation”

the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

“Deemed Employment”

an engagement to which Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 applies.

“Engagement”

the engagement of the Consultant Company by the Client on the terms of this Contract.

“Expenses”

the reasonable expenses due to the Consultant or the Consultant Company during the course of the Engagement, as set out in the Contract Details.

“Force Majeure Event”

any cause affecting, preventing or hindering the performance by a party of its obligations under this Contract arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, epidemic, pandemic, fire, flood, storm or earthquake and any disaster.

“Group Company”

in relation to any party, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.

“Intellectual Property Rights” or “IPRs”

patents, registered designs, copyright and related rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for such rights which are novel and original.

“Invention”

any invention, idea, discovery, development, improvement or innovation made by the Consultant Company or by the Consultant in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

“IT System”

the IT systems of the Client which relate to the management of animals or groups of animals which includes, for the avoidance of doubt, a flock or a herd of animals.

“Retainer Basis”

where the Charges are a fixed monthly amount for the Services provided.

“RCVS”

the Royal College of Veterinary Surgeons, Belgravia House, 62-64 Horseferry Road, London, SW1P 2AF.

“Schedules”

any schedules to the Contract Details.

“Services”

the services (or any part of them), as set out in the Contract Details.

“Substitute”

a substitute for the Consultant appointed under the terms of clause 4.3.

“Termination Date”

the date the Contract terminates, as set out in the Contract Details or the date the Contract is otherwise terminated in accordance with these Conditions.

“UK Data Protection Legislation”

any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

“VAT”

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

“Veterinary Pharmaceuticals”

as defined in the Contract Details.

  • Interpretation:
    • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    • any phrase introduced by 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.
    • A reference to holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
    • a reference to writing or written includes email but not fax.
  • Commencement and term
    • The Consultant Company shall make available to the Client the Consultant to provide the Services on the terms of the Contract.
    • This Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with its terms, until the Termination Date, when it shall terminate automatically without notice (Term).
  • Status of engagement
    • Subject to clause 4.9, the relationship of the Consultant Company and the Consultant to the Client will be that of independent contract and nothing in this Contract shall render it (nor the Consultant) an employee, worker, agent or partner of the Client and the Consultant Company shall not hold itself out as such and shall procure that the Consultant shall not hold himself out as such.
    • Subject to clause 4.9, this Contract constitutes a contract for the provision of services and does not constitute a contract of employment. Accordingly, the Consultant Company shall be fully responsible for:
      • any income tax, National Insurance and social security contributions arising from or made in connection with either the performance of the Services or any payment or benefit received by the Consultant in respect of the Services, other than arising out the Client’s negligence or wilful default; and
      • any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant or any Substitute against the Client arising out of or in connection with the provision of the Services.
    • Duties and Obligations
      • During the Term, the Consultant Company shall and (where appropriate) shall procure that the Consultant shall:
        • provide the Services with all due care, skill and ability and in accordance with the Code;
        • unless the Consultant is prevented by ill health or accident, devote such time as may be necessary for the proper performance of the Services; and
        • give to the Board all such information and reports as it may reasonably require in connection with the matters relating to the provision of the Services.
      • If the Consultant is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable.
      • The Consultant Company may appoint a suitably qualified and skilled Substitute to perform the Services, instead of the Consultant and the Consultant Company may require the Substitute and Client to enter into direct undertakings in relation to the provision of such Services. If it does so, the Consultant Company shall continue to invoice the Client (if appropriate) in accordance with clause 1 and shall be responsible for the remuneration of the Substitute and references in the Contract to the Consultant shall be deemed to be references to the Consultant as substituted by the Substitute.
      • The Consultant Company shall use its reasonable endeavours to ensure that the Consultant is available at all reasonable times on reasonable notice to provide such assistance or information as the Client may reasonably require for the Services to be provided in accordance with the terms of the Contract.
      • Unless it or they have been specifically authorised to do so by the Client in writing and other than in relation to the Veterinary Pharmaceuticals where the Client has provided payment in advance to the Consultant Company:
        • neither the Consultant Company nor the Consultant shall have any authority to incur any expenditure in the name of or for the account of the Client; and
        • the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.
      • The Consultant Company shall, and shall procure that the Consultant shall, comply with all reasonable standards of safety and comply with the Client’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
      • The Consultant Company shall procure that the Consultant shall comply with the Client’s internal policies, as notified and provided to the Consultant in writing from time to time.
      • The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
        • the Client will not be liable to bear the cost of such functions; and
        • at the Client’s request the third party may be required to enter into direct undertakings with the Client, including with regards to confidentiality.
      • The Consultant Company shall, and shall procure that the Consultant shall, promptly give to the Board all such information and documentation as it may reasonably require from time to time in order for the Client to determine whether the Engagement is or will be Deemed Employment and, if the Client does so determine, in order to comply with any obligation on the Client to deduct and account for tax or national insurance contributions from the fees due under clause 5. The Consultant Company shall, and shall procure that the Consultant shall, promptly inform the Board of any material change to any information or documentation previously provided in compliance with this clause and shall also promptly provide any other information or documentation that it considers (or ought reasonably to consider) to be materially relevant to determining whether the Engagement is Deemed Employment. Subject to clause 5, the Client reserves the right to amend the terms of the Engagement, and this Contract, if the Engagement is determined to be Deemed Employment.
      • The Consultant Company shall, and shall procure that the Consultant shall, comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and the Criminal Finances Act 2017.
      • The Consultant Company shall procure that the Consultant (where appropriate) complies with the Code and RCVS rules and guidance relating to the sale of Veterinary Pharmaceuticals, which may be available for purchase from the Consultant Company or Consultant, in accordance with RCVS guidelines, including Chapter 4 of the Code and fair-trading-requirements for animals under the care of the veterinary surgeon, as may be updated from time to time and available at: https://www.rcvs.org.uk/setting-standards/advice-and-guidance/code-of-professional-conduct-for-veterinary-surgeons/supporting-guidance/veterinary-medicines. The parties acknowledge and agree that variations in Veterinary Pharmaceuticals may occur from time to time, depending on availability. The Consultant Company or Consultant may source suitable alternative Veterinary Pharmaceuticals, whereby the dose rate and withdrawal periods may vary between products.
      • The Consultant Company and the Consultant acknowledge that pursuant to paragraph 10.2(g) of the Code, the Consultant Company is required to provide the Client with the following information:
        • Prescriptions are available from the Consultant Company.
        • The Client may obtain relevant veterinary medicinal products from the Consultant or ask for a prescription and obtain these medicines from another veterinary surgeon or a pharmacy.
        • The Consultant may prescribe relevant veterinary medicinal products only following a clinical assessment of an animal under his care.
        • A prescription may not be appropriate if the Client’s animal is an in-patient or immediate treatment is necessary.
        • The Client will be informed, on request, of the price of any medicine that may be prescribed for the Client’s animal.
        • The general policy of the Consultant Company is to re-assess an animal or a group of animals requiring repeat prescriptions for/supplies of relevant veterinary medicinal products every month, but this may vary with individual circumstances. The standard charge for a re-examination is the Consultant’s agreed hourly rate.
        • Further information on the prices of medicines is available on request.
      • During the Term, the Client shall grant access to the IT System, as the Consultant Company and Consultant require, in order for the Consultant Company and Consultant to perform the Services in accordance with this Contract and comply with the Code.
    • Charges and Expenses
      • Unless the Consultant Company is providing the Services on a Retainer Basis (where clause 2 shall apply), on the last working day of each month during the Engagement, the Consultant Company shall submit to the Client an invoice which gives details of the Services which the Consultant or any Substitute has carried out and the amount of Charges payable for the Services during that month as set out in the Contract Details. In consideration of the provision of the Services, the Client shall pay each invoice submitted by the Consultant Company in accordance with clause 5.1, within ten days of receipt.
      • If such an invoice is not provided at the end of the month because the Services are to be performed and the Consultant is to be engaged on a Retainer Basis, the Client shall pay the Charges upfront before the performance of the Services by the Consultant. Where this is the case, if the Client fails to pay to the Consultant the Charges, the Consultant shall be entitled to terminate this Contract with immediate effect and shall not be bound to perform the Services.
      • Prior to the Engagement, the Client shall pay to the Consultant Company the costs related to the provision of the Veterinary Pharmaceuticals which have been pre-approved between the Client and the Consultant Company and which are set out in the Contract Details, subject to the Consultant Company having submitted to the Client an invoice for the Veterinary Pharmaceuticals.
      • The Client shall reimburse all reasonable Expenses (which may be agreed in advance and set out in the Contract Details) reasonably incurred by the Consultant Company or the Consultant in the course of the Engagement, subject to production of receipts or other appropriate evidence of payment.
      • Any payments due under clauses 5.1 to 5.4 shall be made to the bank account nominated in writing by the Consultant Company.
      • All amounts due under this Contract from the Client to the Consultant Company 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).
      • If the Client fails to make any payment due to the Consultant Company under the Contract by the due date for payment, then, without limiting the Consultant Company’s remedies under clause 11:
        • the Client 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 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%.
        • the Consultant Company may suspend all further provision of Services until payment has been made in full.
      • If the Consultant is required to travel abroad in the course of the Engagement, the Consultant Company shall be responsible for any necessary insurances, inoculations and immigration requirements.
      • The Charges payable under the Contract are exclusive of VAT, which (if applicable) shall be added at the prevailing rate applicable and paid by the Client following delivery of a valid VAT invoice.
    • Other Activities

Nothing in this Contract shall prevent the Consultant Company or the Consultant from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that such activity does not cause a breach of any of the Consultant Company’s obligations under this Contract.

  • Data Protection
    • The Client may collect and process information relating to the Consultant in accordance with the Client’s privacy notice, which must be sent to the Consultant Company prior to the Engagement.
    • The Consultant Company and the Client acknowledge that for the purposes of the Data Protection Legislation, the Client may be the data controller and the Consultant Company may be the data processor (such terms as are defined in the Data Protection Legislation).
    • The Consultant Company and the Client will comply with the Data Protection Legislation in either their capacities as data controllers or data processors.
    • The Consultant Company shall, and shall procure that the Consultant shall, in relation to any personal data (as defined in the Data Protection Legislation) (Personal Data) processed by either of them in connection with the Engagement:
      • process that Personal Data only on written instructions of the Client;
      • keep the Personal Data confidential;
      • comply with the Client’s relevant data protection policies, as provided to the Consultant Company from time to time;
      • comply with the Client’s reasonable instructions with respect to processing Personal Data;
      • not transfer any Personal Data outside of the European Economic Area without the Client’s prior written consent;
      • assist the Client at the Client’s cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
      • notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to the Client’s or the Consultant Company’s compliance with the Data Protection Legislation;
      • at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data;
      • maintain complete and accurate records and information to demonstrate compliance with this clause 7.4.
    • The Consultant Company’s privacy policies set out the scope, nature and purpose of the processing by the Consultant Company, the duration of the processing and the types of Personal Data and categories of data subject. These privacy policies are available on the Consultant Company’s website: https://www.veterinaryconsultancyltd.com/.
    • The Consultant Company shall ensure that it has in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of the technological development and the cost of implementing any measures.
  • Intellectual Property
    • The Client acknowledges that the Consultant Company IPRs are and remain the exclusive property of the Consultant Company or, where applicable, the third party licensor from whom the Consultant Company derives the right to use them and that notwithstanding the provision of Services to the Client under this Contract, the Client shall not acquire any right, title or interest in or to the Consultant Company IPRs.
    • The Client shall retain ownership of any Client Property, whether or not specifically used or adapted to perform the Services pursuant to this Contract.
    • All Intellectual Property Rights in respect of any Invention shall belong to the Consultant Company.
  • Limitation of liability
    • The Consultant Company has obtained insurance cover in respect of certain aspects its own legal liability. The limits and exclusions in this clause reflect the insurance cover the Consultant Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess liability.
    • Nothing in this Contract shall limit or exclude the Consultant Company’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation; or
      • any matter in respect of which it would be unlawful for the Consultant Company to exclude or restrict liability.
    • Subject to clause 9.2:
      • the Consultant Company shall not be liable to the Client, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      • the Consultant Company’s total liability to the Client for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed £5,000,000.
    • Compliance with relevant laws and policies
      • In performing its obligations under the Contract, the Consultant Company shall:
        • comply with all applicable laws, statutes, regulations and codes from time to time in force; and
        • ensure that the Consultant, when undertaking acts of veterinary surgery or is otherwise engaging in any activities in the UK, Channel Islands or Isle of Man, which in the opinion of the RCVS Council is veterinary related, is registered as UK Practising,

provided that the Consultant Company shall not be liable under this Contract if, as a result of such compliance, it is in breach of any of its obligations under this Contract.

  • The Client shall follow all reasonable advice provided by the Consultant Company and Consultant and shall not undertake any act, matter or action which would (or may) lead to a breach of the Code by the Consultant Company or Consultant.
  • The Client shall at all times observe, keep themselves up to date and ensure they are compliant with, the relevant legal minimum withdrawal periods for veterinary medicines as per the NOAH database which can be found here: https://www.noahcompendium.co.uk/ and the Veterinary Medicines Directorate governmental database which can be found here: https://www.vmd.defra.gov.uk/ProductInformationDatabase/. In the event that medicines which are not licensed for use in a particular species, are used in that species at the discretion of the Consultant, the Client shall ensure that a minimum withdrawal period of 28 days for meat from mammals and poultry and a minimum withdrawal period of 7 days for milk are observed, unless notified otherwise by the Consultant Company or the Consultant.
  • The Client shall make all reasonable endeavours to ensure that the withdrawal periods specified in clause 10.3 are complied with and no residue of any veterinary medicines is left in any food products prior to submitting such food products to the food chain.
  • Termination
    • Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
      • 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), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
      • the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy; or
      • the Engagement is determined by the Client or, subsequently, HM Revenue & Customs to be Deemed Employment.
    • Without limiting its other rights or remedies, the Consultant Company may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment.
    • Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  • Obligations on termination
    • On the Termination Date the Consultant Company shall, and shall procure that the Consultant shall:
      • deliver to the Client all Client Property and original Confidential Information which is in its or their possession or under its or their control; and
      • delete any Confidential Information relating to the business of the Client stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in its or their possession or under its or their control outside the premises of the Client (save for any copies required to be kept under any applicable law or regulation). This obligation includes requiring any Substitute to delete such information where applicable.
    • On the Termination Date the Client shall, and shall procure that each Group Company of the Client shall:
      • deliver to the Consultant Company all original Confidential Information of the Consultant Company or the Consultant (or, if applicable, the Substitute) which is in its or their possession or under its or their control; and
      • delete any Confidential Information relating to the business of the Consultant Company or the Consultant (or if applicable, the Substitute) stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or their possession or under its or their control outside the premises of the Client (save for any copies required to be kept under any applicable law or regulation).
    • On the Termination Date the Client shall immediately pay to the Consultant Company all of the Consultant Company’s outstanding unpaid invoices (if applicable) and interest and, in respect of Services supplied but for which no invoice has been submitted, the Consultant Company may submit an invoice, which shall be payable immediately on receipt.
  • General
    • Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for eight weeks, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.
    • Assignment and other dealings.
      • The Client shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Consultant Company.
      • The Consultant Company may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
      • Each party undertakes that it shall not at any time during this Contract or at any time after the Termination Date disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of Group Company of the other party or in the case of the Consultant Company, of the Consultant or any Substitute, except as permitted by clause 13.3.2.
      • Each party may disclose the other party’s Confidential Information:
        • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 13.3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
    • Entire agreement.
      • This 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.
      • 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
    • No variation of this Contract 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 the Contract 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.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
      • A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 13.8.1; 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission, provided, in the case of a notice, that the email has also been delivered using another method of delivery as set out in clause 13.8.1, by way of confirmation, or a valid read receipt has been obtained in respect of the email.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms. No one other than the Client can rely on the Services provided by the Consultant Company and the Consultant Company shall not be liable for any loss suffered by a third party who has relied on such Services.
    • Governing law. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
    • 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 this Contract or its subject matter or formation.

 

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