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Help & Info :: Terms and Conditions Lucion Group Ltd

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  1. Interpretation
    1. The definitions and rules of interpretation of this clause apply in these terms and conditions (Conditions):
      1. Site - the Site(s) at which the Company is to perform the Services as set out in the Quotation (which may be a building or, in the case of Services provided by the Lucion Marine division of the Company, a ship or shipyard);
      2. Company - Lucion Group Ltd, a company registered in England and Wales (number 6495874) whose registered address is Unit 7, Halifax Court, Dunston, Tyne & Wear NE11 9JT;
      3. Company's Equipment - any equipment, including tools, systems, cabling or facilities, provided by the Company or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer;
      4. Company's Manager - the Company's manager for the Services appointed under condition 4.4;
      5. Contract - the contract between the Company and the Customer, incorporating these Conditions and the terms of the relevant Quotation, formed in accordance with condition 2.2;
      6. Customer - the person, firm or company who purchases Services from the Company;
      7. Customer's Manager - the Customer's manager for provision of the Services, appointed in accordance with condition 5;
      8. Deliverables - all Documents, products and materials developed by the Company in respect of the Services in any form, including any deliverables specified in the Quotation, any Inventory of Hazardous Materials (or "Green Passport"), computer programs, data, reports, surveys and specifications;
      9. 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
      10. Input Material - all Documents, information and materials provided by the Customer relating to the Services, including computer programs, data, reports and specifications;
      11. Intellectual Property Rights - all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      12. Pre-existing Materials - all Documents, information and materials provided by the Company relating to the Services which existed prior to the commencement of the Contract;
      13. Quotation - the Company's quotation for the Services;
      14. Services - the services to be provided by the Company under the Contract and the delivery of any Deliverables in each case as identified in the Quotation, together with any other services which the Company provides or agrees to provide to the Customer pursuant to the Contract;
      15. VAT - Value added tax chargeable under English law for the time being and any similar additional tax.
    2. Condition and paragraph headings shall not affect the interpretation of these conditions.
    3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
    4. Words in the singular shall include the plural and vice versa.
    5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    6. A reference to writing or written includes faxes but not e-mail.
    7. Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
    8. Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
  2. Application of Conditions
    1. These Conditions shall - apply to and be incorporated into the Contract; and prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of the Quotation or specification, or implied by law, trade custom, practice or course of dealing.
    2. The Customer's purchase order, or the Customer's acceptance of the Quotation for Services by the Company, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Company other than: by a written acknowledgement issued and executed by the Company; or (if earlier) by the Company starting to provide the Services; when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
    3. The Quotation is given by the Company on the basis that no agreement shall come into existence except in accordance with condition 2.2. The Quotation is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.
  3. Commencement and Duration
    1. The Services supplied under the Contract shall be provided by the Company to the Customer from the date specified in the purchase order and such Services will relate to the Site specified in the Quotation and the relevant Deliverables/Documents only.
    2. The Services supplied under the Contract shall continue to be supplied until the Services have been completed in accordance with the Quotation or, if earlier, until the Contract is terminated in accordance with condition 14.
  4. Company's Obligations
    1. The Company shall use reasonable endeavours to provide the Services in accordance in all material respects with the Quotation and these Conditions. The Company will perform the Services with reasonable care and skill.
    2. Subject to the Customer's compliance with condition 5, in carrying out the Services the Company shall comply with all relevant current legislation including the Control of Asbestos Regulations 2012, Health and Safety at Work Act 1974 but shall not be liable if in doing so it is in breach of its obligations pursuant to the Contract.
    3. The Company shall use reasonable endeavours to meet agreed contract dates, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
    4. The Company shall appoint the Company's Manager who shall have authority contractually to bind the Company on all matters relating to the Services. The Company shall use reasonable endeavours to ensure that the same person acts as the Company's Manager throughout the provision of the Services, but may replace him from time to time where reasonably necessary in the interests of the Company's business.
    5. The Company shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises (or, if relevant, at the Customer's ship or shipyard) and that have been communicated to it by the Customer, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
  5. Customer's Obligations
    1. The Customer shall: co-operate with the Company in all matters relating to the Services and appoint the Customer's Manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services; provide, for the Company, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Customer's premises (or, if relevant, the Customer's ship or shipyard), office accommodation, data and other facilities as requested by the Company; provide, in a timely manner, such Input Material and other information as the Company may request and ensure that it is accurate in all material respects; be responsible (at its own cost) for preparing and maintaining the relevant Site for the supply of the Services; inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Site; and obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Company's Equipment, the use of Input Material insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment in all cases before the date on which the Services are to start; In the case of Services which are to be performed on or in relation to a Customer's ship, the parties will agree where and when such Services will be performed, either in the Quotation or as otherwise agreed in writing.
    2. If the Company's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
    3. The Customer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and loss arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.
    4. Without prejudice or limitation to the foregoing, the Company reserves the right to charge the Customer for all costs incurred by the Company if the Company's personnel have travelled to an agreed port to board the Customer's ship at an agreed time, but such personnel have been unable to do so as a result of the Customer's fault or failure of the Customer's ship to arrive on time, or if the Company's personnel are unable to leave the Customer's ship on the agreed date as a result of the Customer's fault.
    5. The Customer shall not, without the prior written consent of the Company, at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Company in the provision of the Services.
    6. The Customer acknowledges that in preparing any Deliverables and in carrying out the Services, the Company has relied and continues to rely on the Customer to make full disclosure of all known assumed or suspected structures, tanks, utilities, pipelines, discharges, spillages and hazardous substances (in each case, as applicable or relevant) at or near the Site (or, in relation to Services performed on a building, under the Site) and if the Company's inspection of the Site reveals matters which were not disclosed by the Customer then the Company may increase the price and vary the Quotation accordingly.
    7. The Customer acknowledges that in entering into the Contract, it has fully read and understood the Quotation (including the assumptions contained within it (Assumptions)) and these Conditions and is agreeable to the same. The Customer also acknowledges that as the Company is relying on the Assumptions, the Company reserves the right to amend any prices contained in the Quotation and/or cancel the Contract (without liability) if any of the Assumptions made are incorrect or incomplete.
    8. Any instruction or order which has been accepted by the Company that is amended within a 24 hour period of the proposed start date shall be subject to an additional Fee that will cover the additional ​ ​cost of ​ ​administration and ​ ​loss (including, without limitation, loss of profit), ​ ​costs (including, without limitation, the cost of all labour and materials used), damages, charges and expenses incurred by the Company as the result of the amendment. The additional Fee shall be calculated in relation each specific Contract.
    9. Any instruction or order which has been accepted by the Company that is cancelled within a 24 hour period of the proposed start date shall be subject to a Fee that will cover the loss (including, without limitation, loss of profit), costs (including, without limitation, the cost of all labour and materials used), damages, charges and expenses incurred by the Company as the result of the cancellation. The additional Fee shall be calculated in relation each specific Contract. In the same mann​​er cancellations made between 24​ ​hours and 48​ ​hours of the intended start date shall be subject to a similar Fee that is equal to 50​ ​% of the calculated value
  6. Change Control
    1. The Customer's Manager and the Company's Manager shall meet regularly 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.
    2. If either party requests a change to the scope or execution of the Services, the Company shall, within a reasonable time, provide a written estimate to the Customer of:
      the likely time required to implement the change;
      any variations to the Company's charges arising from the change;
      the likely effect of the change on the Quotation; and
      any other impact of the change on the terms of the Contract.
    3. The Company 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 the charges for the Services. If the Company requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.
    4. If the Customer wishes the Company to proceed with the change, the Company has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Quotation and any other relevant terms of the Contract to take account of the change.
    5. The Company may charge for its time spent in assessing a request for change from the Customer on a time and materials basis in accordance with condition 7.
  7. Charges and Payment
    1. Condition 7.2 shall apply if the Company provides the Services on a time and materials basis and condition 7.3 shall apply if the Company provides the Services for a fixed price. The remainder of this condition 7 shall apply in either case.
    2. Where the Services are provided on a time and materials basis:
      the charges payable for the Services shall be calculated in accordance with the Company's standard daily fee rates described in the Quotation, as amended from time to
      time by the Company giving not less than three months' written notice to the Customer;
      the Company's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm Monday to Thursday and 08:00 am and 2:30 pm Friday (excluding public holidays);
      the Company shall be entitled to charge an overtime rate of 45% 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 outside the hours referred to above;
      the Company shall ensure that every individual whom it engages on the Services completes adequate records recording time spent, and the Company shall use such records to calculate the charges covered by each monthly invoice referred to below; and
      the Company shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 7.2. Each invoice shall set out the time spent by each individual whom it engages on the Services and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts.
    3. Where the Services are provided for a fixed price, the price for the Services shall be the amount set out in the relevant Quotation. The price shall be paid to the Company (without deduction or set-off) and the Company shall be entitled to invoice the Customer for the price at any time after completion of the Services. The Company reserves the right to issue interim invoices where the duration of the Services is greater than one month.
    4. Any fixed price and/or daily rate contained in the Quotation includes the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Company 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 the Company for the supply of the Services (unless otherwise stated). The Customer acknowledges that if the Services take longer than anticipated, the price will be increased to reflect any further expenses actually incurred by the Company, such as further hotel and subsistence costs, until completion of the Services.
    5. The Customer shall pay each invoice submitted to it by the Company, in full and in cleared funds, within 30 days of receipt. All charges/prices quoted to the Customer shall be exclusive of VAT which the Company shall add to its invoices at the appropriate rate and which the Customer will pay.
    6. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date, the Company may: charge statutory debt interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Lloyds TSB, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and (in the alternative) the Company may claim statutory debt, recovery costs and interest under the Late Payment of Commercial Debts (Interest) Act 1998; and suspend all Services until payment has been made in full.
    7. Time for payment shall be of the essence of the Contract.
    8. All sums payable to the Company under the Contract shall become due immediately on its termination, despite any other provision. This condition 7.8 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
    9. The Company may, without prejudice to any other rights it may have, set off any liability of the Customer to the Company against any liability of the Company to the Customer.
    10. The Customer acknowledges that the price payable is based on the information disclosed by the Customer to the Company in relation to the condition of the Site pursuant to clause 5.6 and the Customer shall endeavour to provide the Company with any new relevant information which may affect the Price.
  8. Hazardous Substances and Waste
    1. Any hazardous substances or waste arising from the Services shall be held by the Company as agent for the Customer. Whilst the Company will make all reasonable efforts to assist the Customer with the safe handling and disposal of such materials, the Customer shall be responsible for their disposal including any associated costs.
    2. The Customer acknowledges that the use of exploration, investigative or remedial methods can involve an inherent risk of contamination of previously uncontaminated soils, waters or other areas including new potential migration of contaminants present on or beneath surfaces of the Site, or in the vicinity, and that any seal applied to the said surfaces by the Company may be imperfect even if all reasonable care and skill has been exercised by the Company.
  1. Deliverables and Exclusions
    1. The Company shall prepare all surveys, reports, results of tests carried out, opinions, Green Passports and any other information forming part of the Deliverables with all reasonable skill, care and diligence within the constraints of these Conditions.
    2. In providing those Documents comprised in the Deliverables referred to in condition 9.1, the Company disclaims any responsibility to the Customer with respect to any matters that fall outside the scope of the Services, including but not limited to those matters listed in condition 9.8.
    3. Analysis results, inspection finding and recommendations stated within the Documents are produced by the Company employing all reasonable skill and care, to the Company standard and technical operating procedures (unless otherwise stated).
    4. The purpose and scope of the Services will be as described in the relevant Quotation. The Company accepts no responsibility for or in respect of materials found during the course of performing the Services which are outside of the scope of the Services/the Deliverables to be produced by the Company pursuant to performance of the Services.
    5. The contents of any Deliverables provided to the Customer pursuant to the Contract are confidential to the Company and may be used by the Customer solely for the purpose set out in the Quotation and may not be used for any other purpose nor by any third party without the Company's prior written consent and the Company disclaims all liability in respect of any use of the Deliverables not in accordance with this clause.
    6. Any Deliverables provided to the Customer by the Company shall remain the property of the Company until the price for the Services has been paid in full.
    7. In carrying out the Services, the Company shall use its best endeavours to locate all hazardous materials (including asbestos) that are within the scope of the Services, but the Customer acknowledges that any survey produced as a result of the Services cannot reveal all levels of such materials unless the relevant building or ship (as applicable) is completely taken apart.
    8. Items or areas excluded from within the scope (unless otherwise stated in the Quotation) of surveys by the Company (and therefore also outside the scope of the Services) include, but are not restricted to: live electrical systems and apparatus; live heater units; live lift machinery; live hot ovens and steam systems; internal boiler casing insulation materials; moving plant and equipment; unsafe heights; fragile roof structures and glazed partitions or skylights; open sewers or effluent drains; chemical and biological material handling systems; areas of insect or animal infestation; confined spaces or areas of potentially hazardous environment; ventilation ductwork internal acoustic dampers and jointing compounds. In the case of surveys for hazardous materials including asbestos, due to unacceptable levels of damage to structures and decorative surfaces, access is not normally gained to the following areas, which are outside the scope of the survey (and therefore also outside the scope of the Services) unless otherwise agreed in writing by the Company: voids to wall linings and partitions; voids to cavities; enclosed ceiling voids; enclosed floor voids and spaces; fire door internal insulation materials; service ducts and boxing without accessible service hatches; beneath adhered floor coverings and floor levelling materials; any areas that may only be accessed with the use of specialist equipment.
    9. Notwithstanding any other condition herein, the Customer acknowledges the following exclusions from the scope of the Services: hazardous materials (including asbestos) existing within parts of the Site not covered by the scope of the Services/Contract; any potential hazardous materials (including asbestos) that remain undetected due to their being hidden or obscured by other items or materials; any hazardous materials (including asbestos) hidden as part of the structure of a building and not visible until the structure is dismantled at a later date; general hazardous material debris from previous hazardous material removal projects; where any part of the Site has been previously stripped of asbestos, the Customer acknowledges that the asbestos removal techniques prior to the Control of Asbestos at Work Regulations 1987 will not have been of current standard and therefore asbestos debris may be present below new coverings.
    10. Any survey will detail all areas accessed and all samples taken by the Company in the course of providing the Services. The Customer acknowledges that access for any survey may be restricted for many reasons beyond the Company's control including without limitation height restrictions, inconvenience to others, immovable objects or confined spaces. In the event electrical equipment is present, no access will be attempted until sufficient evidence is provided to the satisfaction of the Company confirming the safety of such equipment.
    11. Certain materials contain hazardous materials (including asbestos) of varying degrees and the Customer acknowledges that some materials may be less densely contaminated at certain locations. Any such sample taken will not be deemed to be representative of the whole item throughout;
    12. Where a survey is carried out under the instruction of the Customer (or its representative) the survey will be deemed to be carried out as per the Customer's (or its representative's) instructions and guidance at that time. To the extent that such instructions or guidance comprise a change to the agreed scope of the Services, the Company reserves the right to postpone the survey so that the parties may engage in the change control process described at Condition 6. Alternatively, the Company reserves the right to procure a signed, written acknowledgement from the Customer of the change which, if accepted by the Company in writing, will be deemed to be a variation of the Contract in accordance with Condition 16.
    13. Where a survey is a reinspection of existing data, access to previously limited or no access areas or items will be at the instruction of the customer and all additional requirements to allow this must be determined at contract enquiry stage.
  2. Intellectual Property Rights
    1. As between the Customer and the Company, all Intellectual Property Rights and all other rights in the Pre-existing Materials and the Deliverables, and all Intellectual Property Rights arising from the Services, shall be owned by the Company. Subject to condition 10.2 and to payment in full by the Customer for the Services, the Company licenses all such rights in the Pre-existing Materials and the Deliverables 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 solely for the purpose set out in the Quotation. If the Contract is terminated by the Company prior to completion of the Services pursuant to clause 14, this licence shall automatically terminate.
    2. The Customer acknowledges that, where the Company does not own all rights in the Deliverables or Pre-existing Materials, the Customer's use of rights in the Deliverables or Pre-existing Materials is conditional on the Company obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Company to license such rights to the Customer.
    3. The Customer acknowledges that if the Company is required by law to release confidential information relating to the work undertaken that they shall be informed in writing by the Company of this requirement.
  3. Confidentiality and the Company's Property
    1. Each party (the Recipient) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Recipient by the other party (the Discloser), its employees, agents or sub-contractors and any other confidential information concerning the Discloser's business or its products which the Recipient may obtain. The Recipient shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Recipient's obligations to the Discloser, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Recipient.
    2. All materials, equipment and tools, drawings, specifications and data supplied by the Company to the Customer (including Pre-existing Materials) shall, at all times, be and remain the exclusive property of the Company, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Company, and shall not be disposed of or used other than in accordance with the Company's written instructions or authorisation.
    3. All information gathered during inspection activities shall remain confidential.
    4. This condition 11 shall survive termination of the Contract, however arising.
  4. Limitation of Liability
    1. This condition 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Customer in respect of:
      any breach of the Contract;
      any use made by the Customer of the Services or the Deliverables; and
      any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these Conditions limits or excludes the liability of the Company:
      for death or personal injury resulting from negligence; or
      for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Company or for any other liability which cannot by law be
      limited or excluded.
    4. Subject to condition 12.3:
      the Company shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
      loss of profits; or
      loss of business; or
      depletion of goodwill and/or similar losses; or
      loss of anticipated savings; or
      loss of goods; or
      loss of contract; or
      loss of use; or
      loss of corruption of data or information; or
      any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
      any damage caused to the Site, provided such damage was caused in the proper performance of the Services.
    5. the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the greater of either (i) the price actually paid for the Services by the Customer, or (ii) £100,000.
  5. Data Protection
    1. The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Company in connection with the Services.
  6. Termination
    1. Subject to condition 14.3, the Contract shall terminate automatically on completion of the Services in accordance with the Quotation.
    2. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
      the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party
      being notified in writing of the breach; or
      an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
      an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
      the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
      the other party ceases, or threatens to cease, to trade; or
      there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001); or
      the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
    3. On termination of the Contract for any reason:
      the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; the Customer shall return all of the Company's Equipment and Pre-existing Materials. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
      the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
  7. Force Majeure
    1. The Company shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
  8. Variation
    1. Subject to condition 6, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
  9. Waiver
    1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
    2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
  10. Severance
    1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
    3. The parties agree, in the circumstances referred to in condition 18.1 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
  11. Status and Pre-contractual Statements
    1. Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
  12. Assignment
    1. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    2. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  13. No Partnership
    1. Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  14. Rights of Third Parties
    1. This Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
  15. Notices
    1. Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 23 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
  16. Governing Law and Jurisdiction
    1. This Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.