Terms and conditions

THE NATIONAL ARCHIVES DESIGN COLLECTION SERVICE SUBSCRIPTION

AGREEMENT - INDIVIDUALS

This subscription agreement (“Agreement”) is a legal agreement between you (the “Customer” or “you”) and The Keeper of Public Records for and on behalf of The National Archives of Kew, Richmond, Surrey, TW9 4DU (“TNA”).

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

[“Design Collection Service”]
means the provision of access to the Designs through the Webpage.
“Business Day”
means any day which is not a Saturday, Sunday or public holiday in the UK.
“Designs”
means designs from the Board of Trade Design Register which can be accessed from time to time through the Webpage.
“Effective Date”
means the date on which the Customer clicks to agree to the terms of this Agreement.
“Intellectual Property Rights”
means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
“Password”
means a password which can be used to secure access to the Designs through the Webpage.
“Software”
means any online software applications provided by TNA and used to access the Designs through the Webpage.
“Subscription Fee”
means the subscription fee payable by the Customer to TNA in respect of the Design Collection Service, as published on the Webpage from time to time.
“Virus”
means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or device.
“Webpage”
means [ nationalarchives.gov.uk/design ] or any other webpage notified by TNA from time to time.

1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.5 A reference to writing or written includes faxes but not e-mail.

1.6 The words “include”, “includes” and “including” and words of similar effect shall be construed as if they were immediately followed by the words “without limitation”.

2. Access to the Design Collection Service

2.1 TNA shall provide the Design Collection Service to the Customer in accordance with the terms of this Agreement.

2.2 The Customer will be able to access the Designs via the Webpage with a Password in conjunction with the email address used to register for the Design Collection Service.

2.3 The Customer shall be responsible for procuring all hardware, software (other than the Software) and telecommunications necessary to access the Designs via the Webpage and shall be responsible for all related charges, including the fees of internet service providers.

3. Use of the Design Collection Service

The Customer will:

  • 3.1.1 ensure that its Password is kept securely and confidential;
  • 3.1.2 permit TNA to audit the use of the Design Collection Service in order to establish that such use is in accordance with this Agreement. Such audit may be conducted no more than once per quarter, at TNA’s expense and if any of the audits reveal that the Customer’s Password has been provided to another person or that the Customer is in breach of any other term of this Agreement, then without prejudice to TNA’s other rights, TNA may disable the Customer’s account and suspend use of the Design Collection Service until such breach has been remedied to TNA’s satisfaction;
  • 3.1.3 comply with all applicable laws and regulations with respect to its activities under this Agreement; and
  • 3.1.4 ensure that its use of the Design Collection Service is in accordance with the terms and conditions of this Agreement.

3.2 The Customer shall not:

  • 3.2.1 access, store, distribute or transmit any Viruses during the course of its use of the Design Collection Service;
  • 3.2.2 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    • (i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
    • (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  • 3.2.3 attempt to obtain, or assist third parties in obtaining, access to the Designs via the Webpage.

3.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to the Designs and, in the event of any such unauthorised access, shall promptly notify TNA.

3.4 TNA:

  • 3.4.1 does not warrant that use of the Design Collection Service will be uninterrupted, error-free or continuously available; or that the Designs will meet the Customer’s requirements;
  • 3.4.2 is not responsible for advising or supporting the Customer in respect of hardware or internal networks; and
  • 3.4.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that access to and use of the Design Collection Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.5 This Agreement shall not prevent TNA from entering into similar agreements with third parties, or from independently developing, using, selling, licensing or making available free of charge documentation, products and/or services which are similar to those provided under this Agreement.

3.6 TNA may add or remove content including Designs to and from the Webpage in its absolute discretion at any time without notice.

4. Fees and payment

4.1 The Customer shall on the Effective Date provide to TNA (through the registration process on the Webpage) valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details.

4.2 The Customer shall pay to TNA (and hereby authorises TNA to obtain payment of) the Subscription Fee on the Effective Date.

5. Proprietary rights

5.1 The Customer acknowledges and agrees that this Agreement does not grant the Customer any Intellectual Property Rights, or any other rights or licences in respect of the Designs including but not limited to the rights to copy the Designs or to make articles to the Designs. It is the sole responsibility of the Customer to ensure that any use of the Designs does not infringe any Intellectual Property Rights.

6. Limitation of liability

6.1 This clause 6 sets out the entire financial liability of TNA (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

  • 6.1.1 arising under or in connection with this Agreement;
  • 6.1.2 in respect of any use made by the Customer of the Design Collection Service and/or the Designs; and
  • 6.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

6.2 Except as expressly and specifically provided in this Agreement:

  • 6.2.1 the Customer assumes sole responsibility for results obtained from the use of the Design Collection Service and/or the Designs by the Customer, and for conclusions drawn from such use;
  • 6.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  • 6.2.3 the Design Collection Service and the Designs are provided on an “as is” basis.

6.3 Nothing in this Agreement excludes the liability of TNA:

  • 6.3.1 for death or personal injury caused by TNA’s negligence; or
  • 6.3.2 for fraud or fraudulent misrepresentation.

6.4 Subject to clause 6.2 and clause 6.3:

  • 6.4.1 TNA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
  • 6.4.2 TNA’s total aggregate 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 this Agreement shall be limited to the total Subscription Fee paid by the Customer under this Agreement during the 12 months immediately preceding the date on which the claim arose.

7. Term, cancellation and termination

7.1 This Agreement shall commence on the Effective Date and shall continue for a period of one year unless terminated or cancelled earlier in accordance with this clause 7.

7.2 The customer shall be entitled to cancel this Agreement and receive a full refund of the Subscription Fee within 14 calendar days after the Effective Date by using the cancellation form or by emailing TNA at design@nationalarchives.gov.uk stating clearly that you wish to cancel and providing your name, address, contact details and order number.

7.3 TNA may terminate this Agreement on at least 10 days’ notice to the Customer at any time. In the event that TNA terminates the Agreement under this clause 7.2, it will reimburse the Customer a pro rata proportion of the Subscription Fee for the unexpired term of this Agreement.

7.4 Without prejudice to any other rights or remedies to which the parties may be entitled, TNA may terminate this Agreement with immediate effect by giving the Customer notice if:

  • 7.4.1 the Customer commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days after being notified in writing of the breach; or
  • 7.4.2 an order is made or a petition is filed, a notice is given, a resolution is passed for the winding up of theCustomer or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the Customer or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the Customer’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding up or bankruptcy order or the Customer takes or suffers any similar or analogous action in consequence of debt, or theCustomer ceases, or threatens to cease, to trade.

7.5 On termination of this Agreement for any reason:

  • 7.5.1 all rights granted under this Agreement shall immediately terminate and the Customer shall cease all use of the Design Collection Service; and
  • 7.5.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

8. General

8.1 TNA shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes(whether involving the workforce of TNA or any other party), failure of a utility service or transport or telecommunications 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, provided that the Customer is notified of such an event and its expected duration.

8.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

8.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

8.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted,the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

8.6 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

8.7 Each of the parties acknowledges and agrees that in entering into this Agreement 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 this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

8.8 The Customer shall not, without the prior written consent of TNA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement except to the extent expressly stated herein. TNA 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 this Agreement.

8.9 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

8.10 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and,where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

8.11 Any notice required to be given under this Agreement shall be in writing and shall be delivered personally or sent by fax or sent by pre-paid first-class post or recorded delivery post (if the notice is to be served by post outside the country from which it is sent, it shall be sent by airmail) to the other party at its address or fax as set out in this Agreement (or such other address or fax number as may have been notified to the other party in writing, including through the Webpage).

8.12 A notice is deemed to have been received:

  • 8.12.1 if delivered personally, at the time of delivery; or
  • 8.12.2 in the case of a fax, at the time of transmission; or
  • 8.12.3 in the case of pre-paid first class post or recorded delivery post, 48 hours from the date of posting; or
  • 8.12.4 in the case of airmail, 7 Business Days from the date of posting; and
  • 8.12.5 if deemed receipt under clause 8.12 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

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.

8.13 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

8.13 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

THE NATIONAL ARCHIVES DESIGN COLLECTION SERVICE SUBSCRIPTION
Agreement - Multi-user

This subscription agreement (“Agreement”) is a legal agreement between you (the “Customer” or “you”) and The Keeper of Public Records for and on behalf of The National Archives of Kew, Richmond, Surrey, TW9 4DU (“TNA”).

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

“Authorised Users”
means the Customer and all employees of the Customer.
[“Design Collection Service”]
means the provision of access to the Designs through the Webpage.
“Business Day”
means any day which is not a Saturday, Sunday or public holiday in the UK.
“Designs”
means designs from the Board of Trade Design Register which can be accessed from time to time through the Webpage.
“Effective Date”
means the date on which the Customer clicks to agree to the terms of this Agreement.
“Intellectual Property Rights”
means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
“Password”
means a password which can be used to secure access to the Designs through the Webpage.
“Software”
means any online software applications provided by TNA and used to access the Designs through the Webpage.
“Subscription Fee”
means the subscription fee payable by the Customer to TNA in respect of the Design Collection Service, as published on the Webpage from time to time.
“Virus”
means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or device.
“Webpage”
means [nationalarchives.gov.uk/design ] or any other webpage notified by TNA from time to time.

1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.5 A reference to writing or written includes faxes but not e-mail.

1.6 The words “include”, “includes” and “including” and words of similar effect shall be construed as if they were immediately followed by the words “without limitation”.

2. Access to the Design Collection Service

2.1 TNA shall provide the Design Collection Service to the Customer in accordance with the terms of this Agreement.

2.2 The Authorised Users will be able to access the Designs via the Webpage with a Password in conjunction with the use of their email address (once TNA has been notified of and has approved such email address).

2.3 The Customer shall be responsible for procuring all hardware, software (other than the Software) and telecommunications necessary to access the Designs via the Webpage and shall be responsible for all related charges, including the fees of internet service providers.

3. Use of the Design Collection Service

3.1 The Customer will:

  • 3.1.1 implement security measures to ensure that access to the Designs through use of Authorised Users’ email addressesand their Passwords is only granted to Authorised Users;
  • 3.1.2 ensure that Authorised Users keep their Passwords securely and confidential;
  • 3.1.3 permit TNA to audit the use of the Board of Trade Design Service in order to establish that such use is in accordance with this Agreement. Such audit may be conducted no more than once per quarter, at TNA’s expense and if any of the audits reveal that an Authorised User’s Password has been provided to an individual who is not anAuthorised User or that the Customer is in breach of any other term of this Agreement, then without prejudice toTNA’s other rights, TNA may disable the Customer’s account and suspend use of the Design Collection Service by allAuthorised Users until such breach has been remedied to TNA’s satisfaction;
  • 3.1.4 comply with all applicable laws and regulations with respect to its activities under this Agreement; and
  • 3.1.5 ensure that the Authorised Users’ use of the Design Collection Service is in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of the terms of this Agreement.

3.2 The Customer shall not, and shall procure that Authorised Users shall not:

  • 3.2.1 access, store, distribute or transmit any Viruses during the course of its use of the Design Collection Service;
  • 3.2.2 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
    • (i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion ofthe Software in any form or media or by any means; or
    • (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  • 3.2.3 attempt to obtain, or assist third parties in obtaining, access to the Designs via the Webpage other than as provided in clause 2.

3.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to the Designs and, in the event of any such unauthorised access, shall promptly notify TNA.

3.4 TNA:

  • 3.4.1 does not warrant that use of the Design Collection Service will be uninterrupted, error-free or continuously available; or that the Designs will meet the Customer or any Authorised User’s requirements;
  • 3.4.2 is not responsible for advising or supporting the Customer or Authorised Users in respect of hardware or internal networks; and
  • 3.4.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that access to and use of the Design Collection Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.5 This Agreement shall not prevent TNA from entering into similar agreements with third parties, or from independently developing, using, selling, licensing or making available free of charge documentation, products and/or services which are similar to those provided under this Agreement.

3.6 TNA may add or remove content including Designs to and from the Webpage in its absolute discretion at any time without notice.

4. Fees and payment

4.1 The Customer shall on the Effective Date provide to TNA (through the registration process on the Webpage) valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details.

4.2 The Customer shall pay to TNA (and hereby authorises TNA to obtain payment of) the Subscription Fee on the Effective Date.

5. Proprietary rights

5.1 The Customer acknowledges and agrees that this Agreement does not grant the Customer any Intellectual Property Rights, or any other rights or licences in respect of the Designs including but not limited to the rights to copy the Designs or to make articles to the Designs. It is the sole responsibility of the Customer to ensure that any use of the Designs does not infringe any Intellectual Property Rights.

6. Limitation of liability

6.1 This clause 6 sets out the entire financial liability of TNA (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

  • 6.1.1 arising under or in connection with this Agreement;
  • 6.1.2 in respect of any use made by the Customer and/or Authorised Users of the Design Collection Service and/or the Designs; and
  • 6.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

6.2 Except as expressly and specifically provided in this Agreement:

  • 6.2.1 the Customer assumes sole responsibility for results obtained from the use of the Design Collection Service and/or the Designs by the Customer or any Authorised User, and for conclusions drawn from such use;
  • 6.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  • 6.2.3 the Design Collection Service and the Designs are provided on an “as is” basis.

6.3 Nothing in this Agreement excludes the liability of TNA:

  • 6.3.1 for death or personal injury caused by TNA’s negligence; or
  • 6.3.2 for fraud or fraudulent misrepresentation.

6.4 Subject to clause 6.2 and clause 6.3:

  • 6.4.1 TNA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
  • 6.4.2 TNA’s total aggregate 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 this Agreement shall be limited to the total Subscription Fee paid by the Customer under this Agreement during the 12 months immediately preceding the date on which the claim arose.

7. Term and termination

7.1 This Agreement shall commence on the Effective Date and shall continue for a period of one year unless terminated earlier in accordance with this clause 7.

7.2 TNA may terminate this Agreement on at least 10 days’ notice to the Customer at any time. In the event that TNA terminates the Agreement under this clause 7.2, it will reimburse the Customer a pro rata proportion of the Subscription Fee for the unexpired term of this Agreement.

7.3 Without prejudice to any other rights or remedies to which the parties may be entitled, TNA may terminate this Agreement with immediate effect by giving the Customer notice if:

  • 7.3.1 the Customer commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days after being notified in writing of the breach; or
  • 7.3.2 an order is made or a petition is filed, a notice is given, a resolution is passed for the winding up of the Customer or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the Customer or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the Customer’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding up or bankruptcy order or the Customer takes or suffers any similar or analogous action in consequence of debt, or the Customer ceases, or threatens to cease, to trade.

7.4 On termination of this Agreement for any reason:

  • 7.4.1 all rights granted under this Agreement shall immediately terminate and the Customer shall ensure that all use ofthe Design Collection Service by Authorised Users shall cease; and
  • 7.4.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

8. General

8.1 TNA shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes(whether involving the workforce of TNA or any other party), failure of a utility service or transport or telecommunications 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, provided that the Customer is notified of such an event and its expected duration.

8.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

8.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

8.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted,the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

8.6 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

8.7 Each of the parties acknowledges and agrees that in entering into this Agreement 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 this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

8.8 The Customer shall not, without the prior written consent of TNA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement except to the extent expressly stated herein. TNA 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 this Agreement.

8.9 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

8.10 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and,where

8.11 applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Any notice required to be given under this Agreement shall be in writing and shall be delivered personally or sentby fax or sent by pre-paid first-class post or recorded delivery post (if the notice is to be served by post outsidethe country from which it is sent, it shall be sent by airmail) to the other party at its address or fax as set outin this Agreement (or such other address or fax number as may have been notified to the other party in writingincluding through the Webpage).

8.12 A notice is deemed to have been received:

  • 8.12.1 if delivered personally, at the time of delivery; or
  • 8.12.2 in the case of a fax, at the time of transmission; or
  • 8.12.3 in the case of pre-paid first class post or recorded delivery post, 48 hours from the date of posting; or
  • 8.12.4 in the case of airmail, 7 Business Days from the date of posting; and
  • 8.12.5 if deemed receipt under clause 8.12 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number of the partyor, in the case of post, that the envelope containing the notice was properly addressed and posted.

8.13 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

8.14 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).