Terms and Conditions

The Customer's attention is particularly drawn to the provisions of condition 10.

1. Interpretation

1.1. Definitions. In these Conditions, the following definitions apply:

"Affiliate" includes in relation to either party each and any "subsidiary" or "holding company" of that party (as such terms are defined in section 1159 of the Companies Act 2006), and each and any subsidiary of a holding company of that party or any business entity from time to time controlling, controlled by, or under common control with, either party, "control" being as defined in section 1124 of the Corporation Tax Act 2010;

"Applicable Laws" means the laws of England and Wales and the European union and any other laws, regulatory policies, guidelines and codes of conduct which apply from time to time;

"Booking Form" means the booking order form, proposal, cover sheet, order form, description or specification of the Services provided, in writing, by SRS to the Customer;

"Charges" has the meaning set out in condition 5.1;

"Commencement Date" has the meaning set out in condition 2.3;

"Conditions" means these terms and conditions as amended from time to time in accordance with condition 16.7;

"Contract" the contract between SRS and the Customer for the supply of Services in accordance with these Conditions, including the Booking Form;

"Customer" means the person, university, company or firm, identified in the Booking Form, who purchases Services from SRS;

"Customer Branding" means the Customer Trade Marks, together with the overall layout and feel of the Customer's existing literature, documentation or materials used by the Customer in relation to its business;

"Customer Materials" means all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Customer or its or their students, candidates, employees, directors, clients, customers and business contacts, and any equipment, keys, hardware or software provided for SRS’ use by the Customer for the provision of the Services, and any data or documents (including 2 copies) produced, maintained or stored by SRS on the computer systems or other electronic equipment of the Customer or SRS during the term of the Contract;

"Customer Trade Marks" means the registered and unregistered trade marks of the Customer, as set out in the Booking Form or provided to SRS by Customer in writing from time to time, together with such other trade marks, trade names, logos and brand devices as the Customer may permit SRS to use in connection with the Services from time to time;

"Deliverables" means all documents, reports, forms, specifications, information, questionnaires, procedures, notes, processes, scripts and materials used or developed by SRS or its agents, subcontractors, consultants, supplier and employees in relation to the Services in any form, (including drafts) and including but not limited to the deliverables set out in the Booking Form;

“Event” means the Customer’s event as described in the Booking Form;

"Facilities" means the Customer's premises, working space, employees, computer equipment, records, internet access, computer network, telecommunications system and such other facilities or premises as are required by SRS from the Customer, from time to time, in order to perform the Services;

"Force Majeure Event" means an event beyond the reasonable control of SRS including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of SRS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, pandemic, epidemic, virus, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of consultants or subcontractors;

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;

"Order" means the Customer's written order for Services, as set out in the Customer's written acceptance of a Booking Form; "Permitted Purpose" means the purpose for which the Customer may use the Deliverables as set out in the Booking Form (where relevant);

"Pre-Contractual Statement" means 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 Contract other than as expressly set out in the Contract or any documents referred to therein;

"Services" means the services described in the Booking Form;

"SRS" means Smart Resourcing Solutions Limited (CRN: 8486268) and having its registered office at The Copper Room Deva City Office Park, Trinity Way, Manchester, England, M3 7BG; and

"Termination Date" means the date of termination, cancellation or expiry of the Contract howsoever arising.

1.2. In these Conditions, the following rules apply:

1.2.1. a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4. any phrase introduced by the terms "including", "include", "in particular" or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.5. a reference to "writing" or "written" excludes faxes and e-mails; and

1.2.6. unless the context otherwise requires, a reference to one gender shall include a reference to the other genders, and words in the singular include the plural and in the plural include the singular.

2. Basis of Contract

2.1. The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.

2.2. When a Customer makes an enquiry in relation to the Services, SRS will provide the Customer with a Booking Form in relation to the relevant Services. The Services are as described in such Booking Form.

2.3. The Order shall only be deemed to be accepted when SRS issues a written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date").

2.4. The Contract constitutes the entire agreement and understanding between the parties. The Customer acknowledges and agrees that it has not relied on any Pre-Contractual Statement made or given by or on behalf of SRS which is not set out in the Contract.

2.5. SRS reserves the right to correct any clerical or other errors made in the Booking Form, or in any other quotations, documents and/or estimates given to the Customer whether written or oral and SRS reserves the right to amend, from time to time, the Booking Form (at its sole discretion) if required by any Applicable Laws or if the amendment will not materially adversely affect the nature or quality of the Services, and SRS shall notify the Customer in any such event.

2.6. Any samples, drawings, descriptive matter or advertising issued by SRS, and any descriptions or illustrations provided to the Customer or contained in SRS’ proposals, brochures or websites, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.7. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer may not amend the Booking Form without the prior written consent of SRS (such consent may be given at SRS’ sole discretion).

2.8. Any Booking Form and/or other estimation or quotation given by SRS shall not constitute an offer, and is only valid for a period of 7 days from its date of issue.

3. Supply of Services

3.1. The Customer shall engage SRS to provide the Services in accordance with these Conditions and the Booking Form.

3.2. SRS warrants to the Customer that the Services will be provided using reasonable care and skill and that the Services will be supplied to the Customer in accordance with the Booking Form in all material respects.

3.3. SRS shall use reasonable endeavours to meet any performance dates specified in the Booking Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

4. Customer’s obligations

4.1 The customer shall:

4.1.1. ensure that the terms of the Order and any information it provides in the Booking Form are complete and accurate;

4.1.2. co-operate with SRS in all matters relating to the Services and provide SRS, its employees, agents, consultants and subcontractors, with access to such Facilities as SRS reasonably requires in order to provide the Services, at no charge to SRS;

4.1.3. provide SRS with such information, documentation and materials as SRS may reasonably require in order to supply the Services, and ensure that such information and documentation are accurate in all respects;

4.1.4. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

4.1.5. keep and maintain all materials, equipment, documents and other property of SRS ("SRS Materials") at the Customer's premises in safe custody at its own risk, maintain the SRS Materials in good condition until returned to SRS, and not dispose of or use the SRS Materials other than in accordance with SRS’ prior written instructions, consent or authorisation;

4.1.6. unless otherwise set out in the Booking Form; prepare the Facilities for the supply of the Services;

4.1.7. comply with any additional obligations as set out in the Booking Form; and

4.1.8. keep and maintain its own records in relation to the provision of the Services.

4.2. If SRS’ performance of any of its obligations under the Contract is prevented or delayed by any breach, act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

4.2.1. SRS shall without limiting its other rights or remedies have the right to terminate the Contract with immediate effect by giving written notice to the Customer or 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 to the extent the Customer Default prevents or delays SRS’ performance of any of its obligations;

4.2.2. SRS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SRS’ failure or delay to perform any of its obligations as set out in this condition 4.2; and

4.2.3. the Customer shall reimburse SRS (on written demand) for any costs, expenses or losses sustained or incurred by SRS arising directly or indirectly from the Customer Default, including but not limited to any costs or losses sustained or incurred by SRS to its subcontractors, agents, suppliers, venues or employees.

4.3. The Customer shall be solely responsible for ensuring that its use of the Deliverables in its business shall at all times comply with all Applicable Laws.

5. Charges

5.1. The Customer shall pay SRS’ charges, as set out in the Booking Form ("Charges").

5.2. The Charges are exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from SRS, pay to SRS such additional amounts in respect of VAT as are chargeable on the supply of the Services.

5.3. The Booking Form shall set out details in relation to the issue and payment of invoices. Unless otherwise set out in the Booking Form, the following provisions shall apply in relation to the issue and payment of invoices:

5.3.1. on the last working day of each month during the Contract SRS shall submit to the Customer an invoice which gives details of the hours or days which have been provided (where applicable), the Services provided and the Charges payable (plus VAT, if applicable) for the Services during that month; and

5.3.2. in consideration of the provision of the Services, the Customer shall pay each invoice submitted by SRS within 30 days of the date of each invoice in full and in cleared funds to a bank account nominated in writing by SRS. Time for payment shall be of the essence of the Contract.

5.4. SRS reserves the right to increase the Charges, provided that (subject to condition 5.6), such charges cannot be increased more than once in any 12 month period. SRS will give the Customer written notice of any such increase at least one month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify SRS in writing within 4 weeks of the date of SRS’ notice and SRS shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks' written notice to the Customer.

5.5. SRS reserves the right to increase the Charges, by giving written notice to the Customer, at any time, to reflect any increase in costs to SRS which is due to any factor beyond the control of SRS, such as any increase in the costs of labour, venue hire charges, raw materials, general business overheads, fuel and/or transportation.

5.6. Without limiting any other right or remedy of SRS under the Contract or at law, if the Customer fails to make any payment due to SRS under the Contract by the due date for payment ("Due Date"), SRS shall have the right to charge interest on the overdue amount at the rate of 8% per cent per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.7. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by Applicable Law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against SRS in order to justify withholding payment of any such amount in whole or in part. SRS may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by SRS to the Customer.

6. Deliverables

6.1. The Customer shall only use the Deliverables for the Customer’s own internal use and for the Permitted Purpose, and will not disclose or supply the Deliverables to any third party nor provide or disclose the Deliverables to any Affiliate (except with the prior written consent of SRS).

6.2. SRS shall own all Intellectual Property Rights in the Deliverables and Booking Form, save to the extent that such Intellectual Property Rights comprise the Customer Branding. During the term of the Contract, the Customer shall have a non-exclusive licence to use the Deliverables strictly for its own internal use and strictly for the Permitted Purpose, subject to the provisions of this condition 6 and payment in full of all sums payable under the Contract.

6.3. If the Customer is required to disclose the information contained in any Deliverables following a valid request, order or demand from a court or governmental or regulatory authority ("Demand") then the Customer shall not be in breach of its obligations under this condition 6 subject to the following provisions:

6.3.1. the Customer notifying SRS of the Demand immediately on receipt of the Demand (including providing any other relevant information concerning the Demand such as the circumstances relating to its issuance and any relevant documentation concerning it);

6.3.2. the Customer working with SRS on available steps or procedures to release only such of the Deliverables or the information contained in Deliverables as is absolutely necessary to comply with the Demand and/or reduce the extent of any Demand; and

6.3.3. where the release of any Deliverables (or information contained Deliverables) is required, the Customer working with SRS to ensure that such of the Deliverables as are designated by SRS as confidential are treated in a confidential manner by the court or governmental or regulatory authority making the Demand.

7. Confidential Information

A party ("Receiving Party") 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 Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 7 shall survive termination of the Contract.

8. Data Protection

8.1. In respect of the processing or sharing of personal data, each party shall comply with such data protection obligations as are set out in the Booking Form.

9. Customer Branding

9.1 Notwithstanding condition 9.2, the Customer grants to SRS, together with its employees, agents and sub-contractors, the non-exclusive right to use the Customer Branding for the purposes of the provision of the Deliverables Services by SRS and or its employees, agents and sub-contractors.

9.2. SRS shall be entitled to make such references and statements as it deems appropriate in its promotional literature and marketing materials, including any websites operated by SRS, as to the Customer being a customer or client of SRS in respect of the Services, and the Customer grants to SRS a royalty free, irrevocable licence to use the Customer Trade Marks for the purposes of all such promotional literature and marketing materials.

9.3. SRS acknowledges that all rights in and to the Customer Branding remain the property of the Customer and no interest or licence in or to the Customer Branding licensed under this Contract (or any goodwill relating thereto) will be gained or conferred other than as set out in this condition 9.

10. Liability

10.1. Nothing in these Conditions shall limit or exclude SRS’ liability for:

10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

10.1.2. fraud or fraudulent misrepresentation; or

10.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

10.1.4. any other matter which it would be illegal or unlawful to limit or exclude liability for.

10.2. Subject to condition 10.1:

10.2.1. SRS shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for

a) any loss of profit;

b) loss of sales, revenue or business;

c) loss of contracts;

d) loss of anticipated savings;

e) loss of or damage to goodwill;

f) loss of use or corruption of software, data or information; or

g) any indirect or consequential loss arising under or in connection with the Contract; and

10.2.2. SRS’ total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall, in respect of all claims (connected or unconnected) not exceed the amount of the Charges paid by Customer to SRS in respect of the Services.

10.3. Except as set out in these Conditions, all warranties, conditions and other terms, implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4. References to liability in this condition 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.5. This condition 10 shall survive termination of the Contract.

11. Indemnity

11.1. The Customer shall indemnify and hold harmless SRS against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by SRS arising out of or in connection with:

11.1.1. the Customer's breach or negligent performance or non-performance of the Contract;

11.1.2. any claim made against SRS by a third party in relation to the Customer's use of the Deliverables;

11.1.3. any claim made against SRS by a third party arising out of or in connection with the Customer's breach or non-performance of condition 8 hereof;

11.1.4. any claim made against SRS by a third party in relation to the actual or alleged infringement of third party Intellectual Property Rights, arising out of or in connection with SRS’ use of the Customer Branding, or any other information or materials provided by the Customer to SRS within or without the scope of the Contract.

12. Termination

12.1. Without limiting its other rights or remedies, each 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 the Contract and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified in writing of the breach;

12.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

12.1.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme 10 for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

12.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

12.1.5. the other party (being an individual) is the subject of a bankruptcy petition or order;

12.1.6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

12.1.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

12.1.8. a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

12.1.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

12.1.10. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 12.1.2 to condition 12.1.9 (inclusive);

12.1.11. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

12.1.12. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

12.2. Without limiting its other rights or remedies, SRS may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

12.3. Without limiting its other rights or remedies, SRS shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and SRS if (i) the Customer becomes subject to any of the events listed in condition 12.1.2 to condition 12.1.12, (ii) SRS reasonably believes that the Customer is about to become subject to any of them, or (iii) the Customer does not pay any sums due to SRS in accordance with the terms of the Contract.

12.4. The Customer may only cancel the Contract in accordance with this condition 12 or the Booking Form.

13. Consequences of termination

13.1. On termination, cancellation or expiry of the Contract for any reason:

13.1.1. the Customer shall immediately pay to SRS all of SRS’ outstanding unpaid invoices and interest (if any) and, in respect of Services supplied but for which no invoice has been submitted, SRS shall submit an invoice, which shall be payable by the Customer immediately on receipt;

13.1.2. the Customer shall return all of the SRS Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then SRS 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;

13.1.3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and

13.1.4. conditions which expressly or by implication have effect after termination shall continue in full force and effect.

13.2. On the Termination Date, SRS shall as soon as reasonably practicable deliver to the Customer all Customer Materials which is in its or his possession or under its or his control and shall irretrievably delete any information relating to the Customer's business stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or his possession or under its or his control outside the premises of the Customer.

14. Status

The relationship of SRS to the Customer will be that of independent contractor and nothing in this Contract shall render it an agent or partner of the Customer and SRS shall not hold itself out as such.

15. Assignment and subcontracting

15.1. SRS may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

15.2. The Customer shall not, without the prior written consent of SRS, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16. General

16.1. Force majeure:

16.1.1. Provided SRS has complied with condition 16.1.2, if SRS is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, SRS shall not be in breach of the Contract or otherwise liable for any such failure or delay in the 12 performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.1.2. SRS shall as soon as reasonably practicable after the start of the Force Majeure Event, notify the Customer in writing of the Force Majeure Event, the date on which it started, its likely or potential duration and the effect of the Force Majeure Event on SRS’ ability to perform any of its obligations under the Contract and use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.1.3. If the Force Majeure Event prevents, hinders or delays SRS’ performance of its obligations for a continuous period of more than 4 weeks, SRS may terminate the Contract by giving written notice to the Customer.

16.2. Notices:

16.2.1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.

16.2.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

16.2.3. This condition 16.2 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this condition, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

16.3. Waiver:

16.3.1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.3.2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by Applicable Law.

16.4. Severance:

16.4.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

16.4.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.5. No partnership:

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16.6. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.7. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by SRS.

16.8. Governing law and jurisdiction: This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales

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