YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in these Conditions.
|a booking made between you and a Customer for Travel Arrangement(s) which is subject to the Customer Conditions|
|Business Day||a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.|
|Card Scheme Rules
|The scheme rules applying to merchants, providers and the payment services process relating to the use of a payment instrument, including but not limited to the Mastercard Rules and the Visa Core Rules and Visa Product and Service Rules. Card scheme rules govern the payment of chargebacks.|
|Chargeback||A charge that is returned to a payment card after a customer successfully disputes an item on their account statement or transactions report. A chargeback is a refund initiated by the cardholder and is not permitted under card scheme rules if the merchant or provider has already initiated a refund for the transaction.|
|Chargeback Costs||where a Chargeback is made in relation to Travel Arrangements in respect of which the Travel Arrangements are supplied, any costs we incur which are associated with such Chargeback shall be known as Chargeback Costs|
|Conditions||these terms and conditions as amended from time to time in accordance with clause.|
|Contract||the contract between you and us for the supply of Services comprising the Conditions, the Contract Cover Sheet and the documents referred to in the Contract.|
|Contract Cover Sheet||The cover sheet containing the commercial details relevant to the Contract, attached at the start of the Contract.|
|Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures||as defined in the Data Protection Legislation.|
|Any person who has purchased a Travel Arrangement(s) or had them purchased on their behalf, from you or the provider|
|An unauthorised or malicious act, a series of related unauthorised or malicious acts, regardless of time and place, or the threat or hoax thereof, including access to, processing of, use of or operation of any computer, hardware, software, information technology and communications system or electronic device including any similar system or any configuration of the aforementioned and including any associated input, output or data storage device, networking equipment or booking facility.|
|Any loss, damage, liability, claim, cost or expense directly or indirectly caused by or contributed to by, resulting from, arising out of or in connection with any cyber act.|
|Data Protection Legislation||the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).|
|EULA||the end user licence agreement which any user of the System is required to agree to and comply with when using the System, a copy of which is available at https://legacy.trustmytravel.com/eula/.|
|Fees||the amount we charge you for your licence to use the System and for supply of the Services, as described in the Contract Cover Sheet, which are payable in accordance with clause including (for the avoidance of doubt) Chargeback Costs, Transaction Fees and Payout Fees.|
|Funds||the monies paid by a Customer to us, in relation to a Booking which are held by us in accordance with the Trust Deed.|
|Insolvency / Insolvent
|For the purposes of this policy, a provider or supplier will be deemed insolvent where:
|Intellectual Property Rights||patents, copyright, trademarks and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, registered or unregistered which subsist now or in the future in any part of the world.|
|Negative Balance||any situation where the Fees that are due to us exceed the balance of any Funds held by us on your behalf in the Trust Account.|
|Net Funds||has the meaning given to it in clause 5.3.|
|Our Materials||the documents and materials which we make available to you through the System as part of the Services which may include (but is not limited to) statements, reports, financial information and management information.|
|As may be defined in the Payment Services Regulations current from time to time or any amendment or successor thereto, including (but not limited to) Debit Cards and Credit Cards.|
|Payout Fee||The fee payable by you to us for the transfer of funds, as detailed in the Contract Cover Sheet.|
|Refunds||any situation where you decide to refund a Customer money paid by such Customer in respect of a Booking made by the Customer.|
|Rolling Reserve||any Funds retained by us to protect us against any Fees due to us and any Chargeback Costs, Transaction Fees and/or Refunds which may be applied to your Booking as specified in the Contract Cover Sheet.|
|Rolling Reserve Period||The period during which any Rolling Reserve amount shall be retained, as specified in the Contract Cover Sheet.|
|Services||the services detailed in the Contract Cover Sheet.|
|Start Date||the date specified in the Contract Cover Sheet.|
|Statement||has the meaning given to it in clause 5.2.|
|Statement Period, Statement Notification Date, and Statement Payment Date||have the meanings given to these terms in the Contract Cover Sheet.|
|Supplier||any third party supplier used by you to provide Travel Arrangement(s) to your Customers. A third-party provider of one or more components of the service(s) including for the purposes of clarity a merchant or provider that has been declared by you and accepted by us.
|Supplier Payments||any payments you instruct us to make on your behalf to a Supplier, in accordance with clause 3.7.|
|System||the software system operated by us known as Trust My Travel which is licensed to you pursuant to this Contract and the EULA, through which you can access the Services.|
|Transaction||any attempt by a Customer to make or receive a payment for a Booking using any form of debit or credit payment method.|
|Transaction Fee||the fee we charge you for each Transaction, as specified in the Contract Cover Sheet.|
|Any travel arrangements such as but not limited to a holiday, business or pleasure journey arranged by the provider on behalf of a customer(s).|
|Customer Conditions||the terms and conditions which we require are entered into between you, us and the Customer so we can provide the Services, a copy of which is available at https://legacy.trustmytravel.com/ terms/.any person or entity which purchases a Travel Arrangement(s) from you.|
|Trust Account||the bank account we operate for the deposit of Funds on trust which shall be administered by our trustees in accordance with the Trust Deed. the terms and conditions which we require are entered into between you, us and the Customer so we can provide the Services, a copy of which is available at https://legacy.trustmytravel.com/ terms/.|
|Trust Deed||the deed of trust governing the administration of a Trust Account which we operate in relation to the Services.the bank account we operate for the deposit of Funds on trust which shall be administered by our trustees in accordance with the Trust Deed.|
|UK Data Protection LegislationTrust Deed||all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003, as amended. the deed of trust governing the administration of a Trust Account which we operate in relation to the Services.|
|We, us, our UK Data Protection Legislation||Trust My Travel Limited, company number 07686704 all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003, as amended.|
|We, us, our||Trust My Travel Limited, company number 07686704|
the Provider whose details are contained in the Contract Cover Sheet
1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
2. CONTRACT FORMATION
2.1 The Contract shall begin on the Start Date or the date the Contract Cover Sheet is signed by both parties, whichever occurs first.
2.2 The Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3 The Contract shall continue in force until either party gives the other 30 days’ written notice to the other that it wishes to terminate the Contract, unless the Contract is terminated earlier in accordance with its terms. To avoid doubt, any Funds deposited before termination of the Contract shall continue to be protected and you will remain bound by the terms of this Contract and the Customer Conditions until all Travel Arrangement(s) which relate to those Funds have been fulfilled and any remaining Funds have been returned to you. On termination any Funds held by us in the Trust Account shall be handled in accordance with clause 10.2.
3. OUR OBLIGATIONS
3.1 We shall supply the Services to you with reasonable skill and care, in a professional and diligent manner and in accordance with good industry practice.
3.2 We shall make the Services available and provide the protections offered by the Services in accordance with the terms of this Contract and the Customer Conditions.
3.3 We shall comply with all applicable laws when providing the Services, which includes (without limit) anti-money laundering laws, fraud prevention laws, and anti-terrorist funding laws, and regulations operated by credit card companies including (without limit) the Payment Card Industry Data Security Standards, Card Scheme Rules and any such other regulations, as may be updated from time to time (together “Applicable Laws”).
3.4 We may take whatever action we deem necessary or appropriate in order to ensure we are compliant with Applicable Laws and this includes (but is not restricted to) (1) investigating and/or intercepting payments into the Trust Account; and/or (2) making enquiries to establish whether a person or entity is subject to sanctions.
3.5 We shall not do anything which may damage or have a detrimental effect on your reputation or goodwill, or your relationship with a Customer, provided that this shall not oblige us to mediate in relation to any issues or disputes which arise between you and a Customer.
3.6 We shall promptly provide to you (through the System) a trust identification number in respect of each Booking. This trust identification number should be promptly notified by you to the relevant Customer.
3.7 In order that we can provide the Services, you acknowledge and agree that we may enter into any contract we deem appropriate with a Supplier. We shall make the Supplier Payments to Suppliers on your behalf, in accordance with your instructions. We reserve the right to withdraw this service at any time, without given you prior written notice.
4. YOUR OBLIGATIONS
4. 1 You shall:
4.1.1 co-operate with us in all matters relating to the Services, promptly provide to us such information as we may reasonably require in order to provide the Services and ensure that information is accurate and complete. This includes (but is not limited to) any identification documentation we require for you, your Suppliers, details of Supplier Payments to be made by us on your behalf for payment of Travel Arrangement(s) (including amounts and account details for payment) and details of any changes or cancellations agreed between you and Customer in relation to their Products;
4.1.2 comply with all Applicable Laws;
4.1.3 ensure that you clearly specify, at all times, the Travel Arrangement(s) you make available to Customers, together with a clear description of such Travel Arrangement(s) and the prices payable for such Travel Arrangement(s);
4.1.4 ensure that for each Customer who you wish to receive the benefit of the Services in respect of a Booking, you enter into, and procure that the Customer enter into, the Customer Conditions with us. We recommend you do this by sending the Customer a link to the Customer Conditions (we shall make this available to you) and ensuring that the Customer has accepted the Customer Conditions before you proceed with confirmation of their Booking;
4.1.5 comply with the terms of this Contract and the Customer Conditions;
4.1.6 ensure that all Customers are aware that their booking is being processed through us, and that such Customers has the necessary information needed to contact us, if required, to make a claim to recover Funds including, without limitation, their trust identification number (which we will provide to you);
4.1.7 ensure all invoices for Bookings are processed through us, and have a valid trust identification number allocated. Failure to comply with this requirement will mean we cannot provide the Services to you;
4.1.8 only contract with reputable Suppliers and carry out appropriate due diligence and such other checks as we may reasonable require to verify the quality of the Travel Arrangement(s) offered by the Supplier, and the identity and financial status and standing of the Supplier;
4.1.9 notify us immediately if there is any change of control of your business (changes of control include, without limitation, the sale of any shares in your company by any person or entity which controls 25% or more of the share capital of the company, or a sale of all or substantially all of the assets of your company);
4.1.10 notify us immediately if there is a material change in the management structure of your company and/or changes in the financial status of your company; and
4.1.11 not act in any fraudulent or dishonest manner or do anything which may damage our reputation and goodwill.
4.2 If we are unable to provide the Services or perform our obligations under the Contract because you have not complied with your contractual obligations (Your Default) then:
4.2.1 without limiting or affecting any other right or remedy available to us, we may suspend performance of the Services until you resolve Your Default;
4.2.2we will not be liable for any costs or losses you incur because we have been unable to perform Our obligations as a result of Your Default; and
4.2.3 you shall reimburse us on demand for any costs or losses we incurred arising directly or indirectly due to Your Default.
5. CHARGES AND PAYMENT
5.1 You shall pay us the Fees in consideration of us providing the Services. Except where you have a Negative Balance (in which case clause 5.6 shall apply), we shall deduct our Fees and all other sums payable by you (such as any Refunds and/or Supplier Payments) from the Funds we hold on your behalf in the Trust Account.
5.2 Unless specified otherwise in the Contract Cover Sheet, on the Statement Notification Date, we shall make available to you a statement (the “Statement”) which details, for the relevant Statement Period, the Funds in your Trust Account, together with details of any Chargeback Costs, Transactions Fees, Refunds, Supplier Payments and/or other payments which are to be applied to your Funds in the Trust Account. The balance of your Funds in the Trust Account after deduction of the Fees, any Refunds, Supplier Payments and/or any other deductions we are required to make or payments due to us, shall be the “Net Funds”.
5.3 Where you are operating under:
5.3.1 The protected processing payout scheme (as detailed in the Contract Cover Sheet) we shall send the Net Funds specified in a Statement to you on the applicable Statement Payment Date,. Payment of Net Funds can take up to three (3) Business Days to reach your account; and
5.3.2 The trust processing payout scheme (as detailed in the Contract Cover Sheet) we shall send Net Funds due to you in respect of a Booking, on the date the relevant Booking is fulfilled plus three Business Days (for example, if the Booking is a package holiday, the Net Funds in respect of such Booking shall be paid to you on the third Business Day following the last day of the package holiday). Payment of Net Funds can take up to three (3) Business Days to reach your account.
5.4 We reserve the right to adjust the Fees on an annual basis with effect from each anniversary of the Start Date. We will give you 30 days advance notice in writing of any adjustments to the Fees. We will agree with you (acting reasonably) any such Fee adjustment prior to the adjustment taking effect.
5.5 In any instance where you have a Negative Balance, We reserve the right to issue you an invoice for our Fees and/or any sums due to us following adjustments for any Chargeback Costs, Transaction Fees, Payout Fees, Refunds, Supplier Payments and/or any other deductions we are required to make or payments due to us. Such invoice shall be payable within 7 days of the date of receipt of the invoice.
5.6 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where there is a taxable supply for VAT purposes, you shall pay such VAT, on receipt of a valid VAT invoice from us.
5.7 If you fail to make a payment due under the Contract by the due date, then:
5.7.1 without limiting our remedies under clause , you 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%; and
5.8 We may suspend performance of the Services and your access to the System by giving you 10 Business Days’ notice until payment of the sums due is received in cleared funds.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 We and/or our licensors shall own all Intellectual Property Rights in or arising out of or in connection with the Services, including in the System. We shall own all Intellectual Property Rights in the format, layout and presentation of Our Materials. This shall not include the Intellectual Property Rights in any materials provided by you in connection with the Services, including (for the avoidance of doubt) any information supplied by you contained in the documents generated by you through the System.
6.2 We grant to you:
6.2.1 a non-exclusive, royalty-free, revocable licence, during the term of the Contract, to use the System for the purposes of receiving the Services and, subject to you obtaining our prior written consent, the right to grant sub-licences to your Suppliers to use the System solely for the purpose of facilitating payments to such Suppliers provided always that any users of the System agree to be bound by the EULA in respect of their use of the System. Prior to the grant of any sublicence to your Suppliers, you will be required to procure that such Supplier agrees to be bound by the terms of the EULA; and
6.2.2 a non-exclusive, royalty free, perpetual licence to use any documents generated by you through the System which relates to the Services, for your own business purposes, provided always such documents are downloaded by you from the System prior to termination of the Contract.
6.3 We are the owner of all Intellectual Property Rights in the content of our website. You are the owner of all Intellectual Property Rights in the content of your website.
7. DATA PROTECTION
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, where a party is processing personal data relating to a Customer who enters into the Customer Conditions, then the parties shall be joint data controllers in respect of such Customer personal data. To the extent that any Customer personal data is shared between the parties, such personal data shall be “Shared Personal Data” for the purposes of the Contract. Both of us have such valid registrations as are required by our national Supervisory Authorities which cover the intended data sharing under this Contract. Neither of us shall share special category personal data with the other.
7.3 Each party shall ensure that it processes the Shared Personal Data fairly and lawfully during the term of this Contract. Each party shall ensure that it has legitimate grounds under the Data Protection Legislation for the processing of Shared Personal Data.
7.4 A party which discloses Shared Personal Data to the other shall ensure that it provides clear and sufficient information to the data subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Article 13 of the GDPR.
7.5 The party which receives the Shared Personal Data will inform data subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Article 14 of the GDPR.
7.6 Without prejudice to the generality of clause , both of us shall, in relation to any personal data processed in connection with this Contract:
7.6.1 ensure that it has in place appropriate technical and 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 technological development and the cost of implementing any measures;
7.6.2 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
7.6.3 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled: (1) appropriate safeguards are in place in relation to the transfer; (2) the data subject has enforceable rights and effective legal remedies; and (3) the transferring party has complied with its obligations under Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
7.6.4 if required, assist the other in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.6.5 notify you without undue delay on becoming aware of a personal data breach affecting the Shared personal Data;
7.6.6 ensure an appropriate data retention and policy is in place in relation to Shared Personal Data an provide details of such policy to the other party on request; and
7.6.7 maintain complete and accurate records and information to demonstrate compliance with this clause .
8. CUSTOMER ISSUES DISPUTES AND COMPLAINTS
8.1 It is a requirement of the Customer Conditions that any non-fulfilment of a Booking (whether that be a partial or complete failure to fulfil a Booking) must be promptly notified to us by you or a Customer and in any event notified to us within 72 hours of the time when such Booking should have been fulfilled. You are required to bring this section of the Customer Conditions to the attention of a Customer, prior to them agreeing to be bound by the Customer Conditions.
8.2 Failure of you or a Customer to notify us in accordance with clause 8.1. shall result in neither you nor the Customer having any form of redress against us and/or our trustees. It is your responsibility to notify us if you reasonably believe a Customer may have grounds to complain to us about, raise an issue with or dispute their Booking. Failure to notify us in accordance with clause 8.1. shall result in you having no form of redress against us in relation to such complaint, issue or dispute. You should be aware that this does not in any way absolve you of your responsibilities to a Customer including any ensuing liabilities.
8.3 We shall investigate any partial or complete non-fulfilment of a Booking and shall liaise with you and the Customer when doing so. If we are satisfied, following our investigation, that you failed to fully or partially fulfil a Booking with a Customer, we shall reimburse the Customer all or some of the Funds paid by the Customer in respect of the Booking, and such payment shall be a Refund for the purposes of this Contract.
9. LIMITATION OF LIABILITY
9.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.1.1 death or personal injury caused by negligence;
9.1.2 fraud or fraudulent misrepresentation; and
9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1, neither of us shall be liable to the other, for any special, indirect or consequential losses suffered or incurred by the other due to a breach of the Agreement, which shall include (without limit) loss of profits, loss of business, damage to goodwill or loss or corruption of data; and
9.3 Each party’s total aggregate liability to the other for any claims arising in connection with the Agreement, except your liability to pay the Fees due under the Contract, shall be limited to the greater of £250,000 or the Fees paid by You during the 12 months immediately preceding the date on which the claim arose.
9.4 For the avoidance of any doubt, nothing in this Contract shall operate to impose any liability on us in respect of losses (direct or indirect) incurred by any Suppliers.
10.1 Without affecting any other right or remedy available, either party may terminate the Contract with immediate effect by giving written notice to the other if:
10.1.1 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 10 days of that party being notified in writing to do so;
10.1.2 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), 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;
10.1.3 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; or
10.1.4 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.
10.2 On termination of the Contract:
10.2.1 We shall pay any Net Funds we are holding on your behalf in the Trust Account, except for any Rolling Reserve amount, which shall be paid in accordance with clause 10.2.2.
10.2.2 We shall retain the Rolling Reserve amount for the Rolling Reserve Period which shall begin on the date following termination of the Contract. The Rolling Reserve is to ensure any Chargeback Costs, Refunds, Transactions Fees and/or other payments or deductions which may arise following termination of the Contract are capable of being satisfied by you. Following expiry of the Rolling Reserve Period, we shall return any Net Funds comprised in the Rolling Reserve to you;
10.2.3 If you have a Negative Balance, we shall issue an invoice to you for payment of the Negative Balance and such invoice shall be immediately on receipt;
10.2.4 Where we have outstanding invoices on termination we shall be permitted to off-set such invoice amounts against any Net Funds which are available for release to you; and
10.2.5 Your licence to use the System will immediately end, including any sublicences you have granted to Suppliers to use the System (unless we agree otherwise with such Supplier). Accordingly you are advised to download any documents you require from the System prior to termination of the Contract.
10.3 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.
10.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.1 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.
11.2 Assignment and other dealings.
11.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
11.2.2 You 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 our prior written consent, such consent not to be unreasonably withheld or delayed.
11.3.1 Each party undertakes that it shall not at any time during the Contract, and for five years after termination 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 Each party may disclose the other party’s confidential information:
184.108.40.206 to its employees, officers, representatives, subcontractors or advisers 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 employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause ; and
220.127.116.11 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement. 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.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent 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.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.8.1 Any notice 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 provider place of business (in any other case). Any notice shall be deemed to have been received (1) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (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 at the time recorded by the delivery service.
11.8.2 This clause 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.
11.9 Set-off. We shall be entitled to set off any amounts owed to us by you, against any amounts we owe to you.
11.10 Third party rights. 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.
11.11 Anti-bribery and modern slavery. Both of us shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and Modern Slavery Act 2015 (Relevant Requirements); and have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and the Modern Slavery Act 2015, to ensure compliance with the Relevant Requirements.
11.12 Publicity. Either of us may publicise our involvement with the other, provided we have obtained the other’s prior written consent in advance of any such publicity.
11.13 Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. 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.
Schedule 1 – Service Description