IT Services Terms & Conditions of Sale

In these Conditions the following terms shall have the following meanings:

1. Definitions

1.1. In these Conditions the following words shall have the following meanings:

Ad-Hoc Services: means the ad-hoc services supplied by the Company to the Customer under these Conditions as more particularly described in the Sales Order.

Agreement: means the agreement between the Customer and the Company to accept the Terms and Conditions of the IT Support Service Agreement.

Business Day: means a day other than a Saturday, Sunday, or public holiday in England, 9:00 a.m. to 5:30 p.m.

Cloud Services: means the cloud services provided by the Company to the Customer or resold by the Company to the Customer under these Conditions as more particularly described in the Sales Order.

Commencement Date: means the date the Company starts to implement any IT Support Contracts and Third Party Software detailed within the Electronic Contract.

Contract End Date: means the contract end date of any IT Support Contracts and Third-Party Software detailed within the Electronic Contract.

Contract Period: means the length of contract stated on the Contract which the Customer agrees to pay monthly rental charges for any IT Support Contracts and Third-Party Software.

The Company: means ACS Technology Group (company registration number 06584936), Kismet Buildings, Otley Road, Baildon, BD17 7HB.

The Conditions: means these Terms and Conditions.

Consultancy Services: means the consultancy services supplied by the Company to the Customer under these Conditions as more particularly described in the Order.

The Customer: means the Company who have received the Contract which has been signed by an authorised representative who is legally allowed to procure IT Support Contracts and Third-Party Software on behalf of the Company.

Data Backup Services: means the data backup services supplied by the Company to the Customer under these Conditions as more particularly described in the Order.

Electronic Contract: means the quote from containing the IT Support Contract and Software Tariffs and Services which the Customer receives via electronic mail and digitally accept. By accepting and confirming the Contract the Customer agrees to the Terms and Conditions set out in this Agreement.

Force Majeure Event: has the meaning given to it in Clause 14.

The Group: means the Company and a holding company of that Company or a subsidiary of that Company or of its holding company (and for these purposes "subsidiary" and "holding company" shall have the meanings given to them by Section 1159 Companies Act 2006).

Installation Services: means the installation services supplied by the Company to the Customer under these Conditions as more particularly described in the Order.

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

Sales Order: means any request or instruction by the Customer for the Company to provide products or supply services.

The Price: has the meaning given to it in Clause 4.1.

The Products: means the goods supplied by the Company to the Customer under these Conditions as more particularly described in the Order including where applicable any Third-Party Products.

Services: means the services supplied by the Company to the Customer under these Conditions including where applicable the Consultancy Services, Ad-Hoc Services, Installation Services, Software Support Services, Cloud Services, Data Backup Services and/or the Hardware Support Services as more particularly described in the Order including where applicable any Third-Party Services.

Service Charges: means the monthly cost of any IT Support Contracts and Third-Party Software detailed with the Electronic Contract.

IT Support Contracts: means the support offered by the Company to the Customer to help keep the Customers existing and any new IT Hardware and Software Services up and running within the guidelines of this Agreement.

Third-Party Products: means any goods set out in the Order which are provided by third parties which are being resold to the Customer by the Company.

Third-Party Services: means any services set out in the Order which are provided by third parties and which are being resold to the Customer by the Company.

Third Party Software: means software from a third-party provider which the Company is providing to the customer within the guidelines of the Agreement.

2.1. The Conditions shall apply to all commercial dealings between the Company and the Customer to the exclusion of all other Terms and Conditions including any Terms or Conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document, or which are implied by trade, custom, practice or course of dealing.

2.2. All Orders constitute an offer by the Customer to purchase products or services pursuant to the Conditions.

2.3. The Order shall be deemed to be accepted when the Company acknowledges the Order at which point, and on which date, a contract between the Customer and the Company comes into existence on these Conditions (“Commencement Date”). The Company will not accept cancellation, withdrawal or variation to an order once placed and acknowledged, unless agreed in writing by the Company.

2.4. The Company reserves the right to check any/all orders prior to acceptance and refuse orders which are proven to be subject to product, price, or other error/omission.

2.5. Orders will only be accepted from known Customers with purchasing authority pre-advised unless orders are placed with cleared funds payment.

2.6. Orders will only be accepted when accompanied by a valid Customer purchase order unless orders are placed with cleared funds payment or alternative is pre-agreed mutually in writing.

2.7. By default, products and/or services will only be delivered to a ‘known' Customer address or addresses, i.e. registered address, invoice address and pre-advised Customer-nominated office locations. This can only be varied by the Customer confirming in writing in advance that it wishes to enable ‘deliver to any location', whereby the Customer permits orders to be delivered to any location specified at the time of order. The Customer acknowledges that if ‘deliver to any location' is requested, there is increased risk of fraud and all resulting financial liability rests solely with the Customer.

2.8. The above measures safeguard the Customer and the Company's Group against some aspects of fraud, particularly deliveries made to home or unknown addresses.

2.9. Any variation to the Conditions (including special Terms and Conditions agreed between the parties) shall be inapplicable unless agreed in advance in writing and signed by a Director of the Company or a delegate of a Director of the Company.

2.10. Cloud Services, Data Back-Up Services, Software Support Services, and the other Services have additional terms applicable to them, the current version of which shall be supplied to the Customer with Service Contracts as the case may be.

2.11. Where the order specifies that Third-Party Products and/or Third-Party Services are being provided to the Customer, the Company shall deliver such Third-Party Products and/or Third-Party Services to the Customer as made available to the Company by the Third-Party supplier. Such Third-Party Products and Third-Party Services may have additional terms which are applicable to them. The Customer shall comply with any such additional terms and shall indemnify and keep indemnified the Company against any loss or damage which the Company may suffer or incur because of the Customer's breach of such terms.

2.12. The Company may treat the Customer's breach of the additional terms relating to Third-Party Products and/or Third-Party Services as a breach of this Contract.

2.13. Any quotation given by the Company shall not constitute an offer, is only valid within the calendar month issued to a maximum of 14 business days from date of issue and can be withdrawn by the Company at any time.

3.1. The Customer is wholly responsible for providing the specifications for the order in sufficient detail to enable the Company to successfully provide products or to undertake the services. The Customer shall ensure that the Terms of the order are complete and accurate.

3.2. The Customer shall:

3.2.1. co-operate with the Company in all matters relating to the services and products. 3.2.2. provide the Company, its employees, agents, consultants, and subcontractors, with access to the Customer's premises and other facilities as reasonably required by the Company to provide the Services.

3.2.3. provide the Company with such information and materials as the Company may reasonably require to supply the Services and ensure that such information is complete and accurate in all material respects.

3.2.4. prepare the Customer's premises for the delivery of the products and the supply of the services.

3.2.5. obtain all necessary licences, permissions and consents which may be required for the services before the date on which the Services are to start and maintain them throughout the term of Service delivery; and

3.2.6. comply with all applicable laws in all matters relating to the products and services.

3.3. If the Company's performance of any of its obligations under these Conditions is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

3.3.1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations.

3.3.2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this Clause 3.3; and the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

4.1. Unless otherwise agreed, the price for the products and services shall be the sum quoted in writing by the Company on receipt of an order plus any of the following as applicable:

4.1.1. any additional fees or sums payable resulting from variations to the order requested by the Customer after the quotation was given.

4.1.2. any additional fees or sums incurred because of a delay caused by the Customer for whatever reason.

4.1.3. any fluctuations caused by but not restricted to increases in costs incurred by the Company because of any increase in the cost of raw materials, manufacture, packaging, transport or other direct or indirect costs.

4.1.4. any travel and/or accommodation expenses incurred as part of the services, any such additional fees or sums shall be added to the price quoted in the order (together referred to as “the Price”) and the adjusted amount shall be invoiced to the Customer.

4.2. The Price is exclusive of value added tax which shall be due at the rate ruling on the date of the Company's invoice and shall be added to the Price together with any other statutory tax.

4.3. The Company reserves the right to review the Price for products and services on an annual basis with effect from each anniversary of the commencement date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the commencement date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

4.4. The Company reserves the right to review the Price for the products and services at any time if there is a change to the price of any Third-Party Products and/or Third-Party Services. Where this results in an increase to the Price, the Company shall give the Customer as much notice as reasonably possible of such increase to the Price but the Customer acknowledges that the Company will only be able to give such notice if the supplier of the Third-Party Products and/or Third-Party Services gives notice to the Company.

4.5. Payment of the Price and value added tax shall be due within 30 days of the date of the Company's invoice and shall be made by the Customer without any deduction whatsoever. Time for payment shall be of the essence.

4.6. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 3% above Bank of England base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

4.7. If the Customer fails to pay the Price in accordance with the Conditions, then the Company may in its absolute discretion suspend provision of the services until the Customer brings all its payments up to date. For the avoidance of doubt the Company may suspend any of the Services being provided to the Customer for non-payment by the Customer for other products or services notwithstanding that the Customer may have paid in advance for the suspended service.

5.1. The order will specify that the Company shall deliver the products to the Customer at the Customer's address or such other address as specified in the order in accordance with Clauses 2.6, 2.7 and 5.2. The Company will be solely responsible for selection of the carrier used for delivery.

5.2. If the order specifies the Company will deliver the Products/Services as set out in Clause 5.1.2, the Company will at the Customer's request arrange for carriage of such Products or/and Services to the Customer's address. The costs of such carriage and any insurance which the Customer reasonably directs the Company to incur shall be reimbursed by the Customer without any set off or other withholding whatever and shall be due on the date for payment of the Price. The carrier shall be deemed to be the Customer's agent.

5.3. The Company may deliver the products by separate instalments as specified in the order. Each instalment shall be invoiced and paid for separately and shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.4. Delivery of the products shall be completed on the completion of unloading the products at the delivery address as set out in Clause 5.1.2.

5.5. The Customer shall upon receipt of the products sign the delivery note (proof of delivery) and be responsible for complying with the applicable shipping requirements of the Company and its carriers. The Company shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery and who signs the delivery note on behalf of the Customer does in fact have the authority to do so.

5.6. Any dates for delivery of the products are approximate only and the time for delivery is not of the essence. The Company shall not be liable for any delay in delivery of the products that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the products.

5.7. The Company shall not be liable for any loss or damage whatsoever due to failure by the Company to deliver such products promptly or at all.

5.8. Notwithstanding that the Company may have delayed or failed to deliver such products (or any of them) promptly, the Customer shall be bound to accept delivery and to pay for those products in full.

5.9. The Customer shall bear all costs associated with the refusal of deliveries by the Customer. The Company reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed.

5.10. Special order products are specifically excluded from cancellation, variation or return unless agreed in writing by the Company.

5.11. The Customer shall notify the Company within in a reasonable time of any delivery discrepancies, damages, or defects. Beyond this time the Customer shall not be entitled to raise any claim of delivery discrepancies or damage to the products and the products shall be deemed to have been accepted as fulfilment of the order.

5.12. In the case of damages or defects reported by the Customer, the Company may issue a Return Material Authorisation (RMA). Products must be returned to the Company within 5 Business Days of the RMA being issued. The Company reserves the right to refuse return of damaged products should the manufacturer's seal be broken or compromised and charge the Customer return freight.

5.13. All returns must be accompanied by an RMA Number previously advised by the Company, along with a copy of the relevant sales invoice and all original packaging. The Company may at its discretion replace a returned product with a similar product if the returned product has been discontinued or is in short supply or credit the returned product at the original purchase price or current price if lower.

6.1. The Company warrants that on delivery, the products shall:

6.1.1. conform in all material respects with their description in the order; and

6.1.2. be free from material defects in design, material, and workmanship.

6.2. The Customer may reject any Products delivered to it that do not comply with Clause 6.1, provided that: 6.2.1. in the case of a defect that is apparent on normal visual inspection, notify the Company in writing, within 3 Business Days of delivery.

6.2.2. in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and;

6.2.3. none of the events listed in Clause 6.5 apply.

6.3. If the Customer fails to give notice of rejection in accordance with Clause 6.2, it shall be deemed to have accepted the Products.

6.4. Subject to Clauses 6.2, 6.5 and 6.6, the Company shall, and within the manufacturer's guidelines repair or replace defective products, or refund the price of the defective products in full if: 6.4.1. the Company is given a reasonable opportunity of examining such products; and 6.4.2. the Customer (if asked to do so by the Company) returns such products to the Company's place of business at the Customer's cost.

6.5. The Company shall not be liable for the products' failure to comply with the Warranty in Clause 6.1 if: 6.5.1. the Customer makes any further use of such products after giving a notice in accordance with Clause 6.2.

6.5.2. the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the products or (if there are none) good trade practice.

6.5.3. the Customer alters or repairs such products without the written consent of the Company. 6.5.4. the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

6.5.5. the products differ from their description because of changes made to ensure they comply with applicable statutory or regulatory standards.

6.6. The Customer acknowledges that, in relation to any Third-Party Products and Third-Party Services, the Warranties contained in these Conditions do not apply. The Company is only able to make available to the Customer the benefit of the Warranties (if any) contained in the relevant terms of the suppliers of such Third-Party Products and/or Third-Party Services. The Company will also help manage the process of delivering such Third-Party Products and Third-Party Services to the Customer, including handling the RMA for Third-Party Products that are ‘Dead on Arrival' (DOA).

6.7. The Company will accept liability for defective products only to the extent that the Company is entitled to make a claim under the manufacturer's DOA warranty or other defective goods warranty and obtains from the manufacturer a refund credit repair or replacement in respect of the defective products. Processing of these defective products shall be made according to manufacturer procedure. The Company cannot and shall have no obligation to accept a return of and/or grant a credit for a product not compliant with manufacturer procedures.

6.8. Except as provided in this Clause 6, the Company shall have no liability to the Customer in respect of the products' failure to comply with the Warranty set out in Clause 6.1.

6.9. ACS cannot assume liability for warranty or replacement in the event that a third party or manufacturer becomes insolvent or enters into liquidation.

7.1. The risk in the products shall pass to the Customer on actual or deemed delivery.

7.2. Despite delivery having been made, title in the products shall not pass from the Company until: 7.2.1. the Customer has paid the price plus value added tax in full (in cash or cleared funds); and 7.2.2. no other sums whatever shall be due from the Customer to the Company.

7.3. Until title in the products passes to the Customer in accordance with Clause 7.2, the Customer shall: 7.3.1. store the products (at no cost to the Company) in original packaging separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property.

7.3.2. not remove, deface, or obscure any identifying mark or packaging on or relating to the products.

7.3.3. maintain the products in satisfactory condition and insure and keep them insured to the full price against all risks to the reasonable satisfaction of the Company until the date that title in the products passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.

7.3.4. notify the Company immediately if it becomes subject to any of the events listed in Clause 13.1.1 to Clause 13.1.4 (inclusive); and

7.3.5. give the Company such information relating to the products as the Company may require from time to time.

7.4. Notwithstanding that the products (or any of them) remain the property of the Company, the Customer may (but in relation to Third-Party Products, only where the same is permitted by the supplier of such Third-Party Products) sell or use the physical items of the products in the ordinary course of the Customer's business (but not otherwise) at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Customer on the Customer's own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the products passes from the Company, the entire proceeds of sale or otherwise of the products shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.

7.5. If before title to the products passes to the Customer, the Customer becomes subject to any of the events listed in Clause 13.1.1 to Clause 13.1.44 (inclusive) then without limiting any other right or remedy available to the Company:

7.5.1. the Customer's right to resell products or use them in the ordinary course of its business ceases immediately; and

7.5.2. the Company may at any time:

7.5.2.1. require the Customer to deliver up all products in its possession which have not been resold, or irrevocably incorporated into another product; and

7.5.2.2. if the Customer fails to do so promptly, enter any premises of the Customer or of any other party where the products are stored to recover them.

7.6. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the products which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so, all sums whatever owing by the Customer to the Company shall forthwith become due and payable.

8.1. Nothing in these Conditions shall limit or exclude the Company's liability for: 8.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors.

8.1.2. fraud or fraudulent misrepresentation; or

8.1.3. any other liability that cannot be limited or excluded by law.

8.2. Subject to Clause 8.1, the Company shall not be liable to the Customer under or in connection with this contract or any order or the transactions and activities contemplated by them, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any:

8.2.1. loss of profits.

8.2.2. loss of sales or business.

8.2.3. loss of agreements or contracts.

8.2.4. loss of anticipated savings.

8.2.5. loss of use or corruption of software, data, or information.

8.2.6. loss of or damage to goodwill; or

8.2.7. indirect or consequential loss.

8.3. Without prejudice to Clause 8.1 the Customer acknowledges that the Company has no control over the Third-Party Products or the Third-Party Services and agrees that the Company therefore cannot accept any liability in relation to any element of them. If the Third-Party Products or Third-Party Services fail to comply with these Conditions, the Customer's sole remedy will be limited to the remedy that the Company is able to obtain (if any) from the suppliers of the Third-Party Products or Third-Party Services under the Company's agreements with such suppliers.

8.4. Subject to Clauses 8.1, 8.2 and 8.3, the Company's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with each order under this Contract, shall be limited to 100% of the Price paid by the Customer under the order to which the Claim relates.

8.5. The Terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and the Terms implied by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.6. This Clause 8 shall survive termination of this Contract.

We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

10.1 The Company and the Customer shall comply with their respective obligations set out in Schedule 1.

11.1. The Customer may not without the Company's written consent assign all or any part of its rights under this Contract, but the Company may assign all or any part of its rights under this Contract at any time without the Customer's consent.

11.2. The Company may subcontract all or any part of its obligations under this Contract at any time without the Customer's consent.

12.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

12.1.1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty days after receipt of notice in writing to do so.

12.1.2. 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;

12.1.3. 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

12.1.4. 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.

12.2. Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:

12.2.1. the Customer fails to pay any amount due under the Contract on the due date for payment; or

12.2.2. there is a change of control of the Customer.

12.3. Without affecting any other right or remedy available to it, the Company may suspend the supply of services or all further deliveries of products under the Contract or any other Contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 12.1.1 to Clause 12.1.4 or the Company reasonably believes that the Customer is about to be subject to them.

13.1. On termination of the Contract, at the Company's option:

13.1.1. the Customer shall immediately pay to the Company all the Company's outstanding unpaid invoices and interest and, in respect of services and products supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt; or

13.1.2. the Customer shall return all the Company's materials or products which have not been fully paid for. 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, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

13.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

14.1. The company shall have no liability to the Customer if the service is interrupted or disrupted or if the company is prevented from or delayed in performing its obligations under this Agreement or from carrying out its reasonable business by any acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the Company or any other party) failure of a utility, commotion, malicious damage, compliance with any law or breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

15.1. If any term or provision of this Contract shall be found to be unenforceable for any reason whatsoever then this Contract shall be constructed as if such term or provision was specifically excluded from it.

15.2. A waiver of any right or remedy under these Conditions or by law is only effective if given in writing. The waiver by the Company of any breach of any of the terms of this Contract shall not prevent the subsequent enforcement of that term and shall not be deemed to be a waiver of a subsequent breach. A failure or delay by the Company 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 Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.3. Unless the context otherwise requires the singular includes the plural and references to persons include references to firms, companies, or corporations and vice versa and references in the masculine gender include references to feminine or neuter genders and vice versa.

15.4. The Clause headings are for reference only and shall not be considered in the construction or interpretation of these Conditions.

15.5. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

15.6. 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 English law and the Company and the Customer shall submit in all matters or disputes arising out of this Contract to the exclusive jurisdiction of the courts of England.

16.1. The Company and the Customer shall comply with their respective obligations set out in Schedule 1.