Terms & Conditions



In these conditions the following words have the following meanings:


“Business Day” means a day other than a Saturday, Sunday or bank or public holiday;

“Contract” means any contract between Us and You incorporating these conditions for the sale of Products/Services which is formed on our acceptance of Your Order;

“Controller” shall have the meaning given to it in applicable Data Protection Laws from time to time;

“Data Protection Laws” means, as binding on You and Us or the Services the GDPR, the Data Protection Act 2018, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

“Data Sheet” means the document We supply to You accompanying the Products containing a description of the Products and information on their proper and optimum use;

“Data Subject” shall have the meaning given to it in applicable Data Protection Laws from time to time;

“GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;

“Order” means the order for the Products and/or Services from Us placed by You in substantially the same form as set out in Our quotation;

“Personal Data” shall have the meaning given to it in applicable Data Protection Laws from time to time;

“Products” means any products ordered from Us by You and/or any products/materials to be utilised in the performance of the Services;

“Protected Data” means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;

“Services” means services and/or work to be performed by Us for You detailed in the Order;

“Specification” means the description provided for the Products and/or Services set out or referred to in the Contract;

“You, Your” means the person or organisation to whom We supply the Products/Services;

“We, Us, Our” means either one of our trading companies being Axair Fans UK Limited (company registration number 02701642) and Axair Refrigeration Limited (company registration number 10051354) both with their registered office at Lowfield Drive, Centre 500, Wolstanton, Newcastle-Under-Lyme ST5 0UU.



2.1 These conditions shall govern the agreement between You and Us to the exclusion of any other conditions and all Orders placed by You leading to a contract will be subject to these conditions.

2.3 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to You.

2.4 No variation to these conditions shall be binding on Us unless contained in Our quotation and agreed in writing by a director on behalf of Us.

2.5 Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products/Services unless confirmed in advance by Us in writing.

2.6 No oral warranties or representations shall bind Us.

2.7 A reference to writing or written includes emails.

2.8 You acknowledge that You do not rely on any representation and/or warranty which has not been made in accordance with these conditions.



3.1 Quotations (unless stated otherwise) shall be available for acceptance for the period of time as stipulated on the quotation. Quotations may be withdrawn by Us at any time until we have formed a Contract with You.

3.2 We shall have the right to refuse to accept any Orders placed for Products/Services.

3.3 You shall be responsible for the accuracy of Your Orders and for giving Us any information necessary for Us to perform the Contract.

3.4 The Contract between You and Us shall come into effect on Our acceptance of Your Order.

3.5 No Order for Products/Services shall be deemed accepted by Us until confirmed in writing by Our authorised representative.

3.6 If You cancel the Contract for any reason, the Contract shall terminate and You shall have no further recourse against Us under the Contract.



4.1 The production of any samples or test work for You shall, unless otherwise agreed in writing, be carried out at Your cost.

4.2 If You approve any sample produced or test work performed by Us then You shall have no claim in respect of, nor any right to reject, any Products/Services provided that the Products/Services in question are of the same description, specification, quality and fitness for purpose as the sample and/or test work that was provided to You.

4.3 Due to the nature of the Products that We supply, their performance is subject to technical tolerances. Performance warranties are given by manufacturers in accordance with manufacturing guidelines and information provided on the Data Sheet. We cannot guarantee that the performance of the Product will be identical to that of any sample and/or test work provided to You.



5.1 Dates for delivery/performance are estimates only and are not guaranteed and time is not of the essence. They are also subject to any matter beyond Our control as specified at clause 18.4.

5.2 If We specify a date for delivery, We will use Our reasonable endeavours to ensure delivery/performance on the date(s) specified.

5.3 Where Products are to be delivered in instalments, each delivery shall constitute a separate and distinct Contract and Our failure to deliver, or any claim by You in respect of, any instalment shall not entitle You to repudiate and/or terminate the Contract as a whole.

5.4 Where Services are to be performed in stages, each separate stage shall constitute a separate and distinct Contract and Our failure to deliver or any claim by You in respect of any stage shall not entitle You to repudiate and/or terminate the Contract as a whole.

5.5 You shall have no right to reject Products/Services unless they are faulty (to be determined by Us) and You shall have no right to rescind for late delivery/performance unless the estimated date for delivery/performance has passed and You have served a written notice on Us requiring the Contract to be performed and giving Us not less than 180 days in which to do so and the notice has not been complied with.

5.6 We shall not be required to fulfil orders in the sequence in which they are placed.

5.7 You shall be responsible at Your own cost for all arrangements to unload the Products when delivered to You. Delivery will normally be made between 9.00am and 5.00pm on Business Days.

5.8 You shall procure during normal working hours (9:00am – 5:00pm Monday to Friday) that We have free right of access to the address for delivery.

5.9 If You refuse to take delivery of any Products/allow performance of the Services then We shall be entitled to withhold delivery/performance of any other Products/Services, treat the Contract as repudiated by You, to charge you for any costs or expenses reasonably incurred under the Contract (including any necessary storage costs for the Products that have been refused by you) and have the right to rescind the Contract.

5.10 If it is agreed that the Products are to be collected from Our premises then You shall collect them within 3 Business Days of being notified that they are ready for collection. If they are not collected within the specified period We may dispatch them to You at Your expense and risk and/or store them at Your expense and risk until dispatch and/or collection and/or terminate the Contract and charging You any costs and expenses reasonably incurred by Us under the Contract.



6.1 We may agree to reasonable requests to postpone delivery of the Products/performance of the Services up to a maximum total period of 60 days but shall be under no obligation to do so.

6.2 Where delivery of the Products/performance of the Services is postponed at Your request You­ shall pay all Our costs and expenses incurred as a result including storage, transportation and insurance. You shall be obliged to pay for the Products/Services as if delivery/performance had not been postponed.



7.1 The price of the Products/Services shall be as at the date of delivery/ performance.

7.2 Except as otherwise stated, prices are ex-works and You shall be liable to pay additional charges (if any) for transport, packaging and insurance.

7.3 We may increase Our prices at any time for any reason by giving You not less than 15 Business Days’ notice in writing.

7.4 We may increase Our prices with immediate effect by written notice to You where there is an increase in the direct cost to Us of supplying the Products/Services to You due to any factor beyond Our control, including costs, fluctuations in exchange rates, expenses and/or materials. 

7.5 Our prices exclude VAT, taxes, duties and/or other charges for which You shall additionally be liable.

7.6 Our terms of payment are net cash or cleared funds within 30 days from the date of invoice (unless otherwise agreed by Us, at our sole and absolute discretion, in writing).

Time for payment shall be of the essence.

7.7 If You fail to make any payment in full by the due date We may charge any reasonable additional administration costs and/or interest (before and after judgment) on the amount unpaid at the rate of 8% above the base rate from time to time of the Bank of England or the then prevailing rate of interest under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), whichever is the higher. Such interest shall be compounded with monthly rests.

7.8 Any monies received by Us may be applied by Us at Our option against any additional administrative costs and/or interest charged prior to application against any principal sums due from You.

7.9 We shall be entitled to invoice each delivery of Products/Services separately.

7.10 You shall pay all sums due to Us under the Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

7.11 Payment shall not be deemed to be made until We have received cleared funds for the full amount outstanding.

7.12 We shall be entitled to render an invoice to You at any time after the Products have been ordered or any stage during performance of the Services.

7.13 If payment of each invoice in full is not made to Us when due We may withhold or suspend future or current deliveries of the Products/Services and delivery/performance under any other agreement with You.

7.14 If any Services are cancelled, the Contract terminated or delivery/performance is suspended before completion of the Services We shall be entitled to be paid on a quantum meruit basis for that part of the Services performed. We may invoice You accordingly and such monies shall be immediately due for payment.

7.15 If Products are to be delivered in instalments, if the Contract is terminated or delivery/performance is suspended We shall be entitled to be paid on a quantum meruit basis for the Products delivered. We may invoice You accordingly and such monies shall be immediately due for payment.



8.1 We may set a reasonable credit limit for You (subject to a satisfactory credit check) which is subject to change from time to time and will be communicated to you by email.

8.2 We reserve the right to refuse to accept orders for Products/Services and/or to suspend or withhold delivery of Products/performance of Services if that would result in You exceeding Your credit limit or if Your credit limit is already exceeded.



9.1 Subject to clause 9.4, You may cancel performance of the Services at any time up to 21 days before the due date for performance (unless otherwise agreed by Us in writing) on condition that We shall have no Liability to You in relation to any such cancellation.

9.2 Once You and We have agreed a date for performance of the Services, if you wish to postpone that date within 2 Business Days of the agreed date, We will charge You £975 per day that the performance of the Services is delayed by your request to postpone as an aborted site services charge.

9.3 You may not cancel delivery of the Products that are manufactured or obtained by Us solely for You, unless We agree in writing, at our sole and absolute discretion, a period within which You may cancel delivery of the Products. Any cancellation period agreed will be subject to clause 9.4.

9.4 You shall indemnify Us on a full indemnity basis for all and any unrecoverable costs and/or expenses incurred by Us in relation to the performance of the Contract.



10.1 Any specification supplied by Us shall only be approximate unless stated on the quotation or agreed by Us in writing.

10. 2 The quantity, quality, description and/or specification for the Products/Services shall be that set out in Our quotation and accompanying Data Sheet (if applicable) unless otherwise agreed in writing by You and Us.

10.3 You are responsible for checking the quotation and satisfying Yourself that any specification given in a Data Sheet is accurate and adequate for your needs.

10.4 You warrant that You have disclosed in writing all matters which may affect the fitness for purpose of the Products.

10.5 You are solely responsible for the accuracy of the specification and details that You provide to Us. We shall have no Liability for any errors made by You.

10.6 Subject to clause 16, if We make a material error in applying the specification, You may cancel that part of the Contract only which is affected by the material error without Liability.

10.7 Details in brochures, price lists and/or manufacturers’ Data Sheets are a guide only and only give a general approximation of the Products/Services.

10.8 You confirm and agree that You have not relied upon the details and information contained in Our brochure.

10.9 We reserve the right to change the specification of the Products/Services as required from time to time by law, safety requirements or manufacturing requirements.

10.10 If We change the specification of the Products/Services and this has a material adverse effect then You shall have the right to cancel the Contract without Liability.

10.11 We reserve the right to withdraw from sale any Product/Service that is rendered obsolete by changes in legislation.



11.1 You shall not make any modification to the Products or their packaging, nor alter, remove, or tamper with any trademarks used on or in relation to the Products.

11.2 All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered) skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in the Products shall not be assigned to You in any respect.

11.3 We grant to You a non-exclusive royalty-free perpetual licence to use all intellectual property rights owned by Us which arise solely in connection with the Products/Services provided by Us.

11.4 We shall be free to utilise for the benefit of Our other customers any skill/know-how developed or acquired in the performance of the Services.

11.5 It is agreed between Us and You that all confidential business information regarding the other party shall remain confidential and shall not be disclosed or used outside of the fulfilment of the Contract. Such confidential information may be disclosed where such information is public knowledge, or it is required to be disclosed by law.



12.1 You will allow and/or procure sufficient access to Our employees, sub-contractors and/or agents to carry out the Services.

12.2 You will allow and/or procure sufficient unloading space, facilities, equipment, and access to power supplies for the Services to be carried out.

12.3 You will ensure that the site where the Services are to be performed is cleared and prepared before the Services are due to commence.



13.1 Risk in the Products shall pass to You at the time of delivery. Delivery shall be deemed to occur:

13.1.1 when the Products leave Our premises if collected by You;

13.1.2 at the time when the Products arrive at the place of delivery if We deliver them by Our own transport or arrange transport in accordance with a specific contractual obligation; or

13.1.3 3 Business Days after You have been notified that the Products are available for collection if You have info

13.2 Risk of damage to or loss of the Products shall pass to You when they have been dispatched by Us.

13.3 Risk of damage to or loss of the Products utilised in the Services shall pass to You upon delivery to the site where they are to be utilised.

13.4 We shall retain title and ownership of the Products until We have received payment in full in cash or cleared funds of all sums due and/or owing for all Products/Services supplied to You under the Contract and any other agreement between us.

13.5 Until payment in full of the price for all Products supplied to You is made to Us the Products shall be stored separately from any goods belonging to You or any third party and must be clearly marked and identified as being Our property. You agree that Our employees and/or agents shall be entitled to enter Your premises at any time to check compliance with this clause and if it is not being complied with, We have a right to remove the Products from Your premises.

13.6 Until title in the Products has passed to You, You shall keep them insured for the price at which they were sold to You against all normal risks and shall procure that Our interest is noted on such policy of insurance. You shall hold any proceeds of such policy of insurance on trust for Us upon receipt. Any monies We receive from You in accordance with this clause shall not discharge Your Liability to pay for the Products/Services plus interest accrued in accordance with clause 7 but shall be set off against any such liability.



14.1 We may terminate the Contract or any other contract which We have with You at any time by giving notice in writing to You if:

14.1.1 You commit a material breach of the Contract and such breach is not remediable;

14.1.2 You commit a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;

14.1.3 You have failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after We have given notification that the payment is overdue: or

14.1.4 any consent, licence or authorisation held by You is revoked or modified such that You are no longer able to comply with Your obligations under the Contract or receive any benefit to which You are entitled.

14.2 We may terminate the Contract at any time by giving notice in writing to You, or undertake any of the actions set out in clause 14.3 if You:

14.2.1 stop carrying on all or a significant part of Your business, or indicate in any way that You intend to do so;

14.2.2 are unable to pay Your debts either within the meaning of section 123 of the Insolvency Act 1986 or if We reasonably believe that to be the case;

14.2.3 become the subject of a company voluntary arrangement under the Insolvency Act 1986;

14.2.4 become subject to a moratorium under Part A1 of the Insolvency Act 1986;

14.2.5 become subject to a restructuring plan under Part 26A of the Companies Act 2006;

14.2.6 become subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

14.2.7 have a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

14.2.8 have a resolution passed for Your winding up;

14.2.9 have a petition presented to any court for Your winding up or an application is made for an administration order, or any winding-up or administration order is made against You;

14.2.10 suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of Your business;

14.2.11 are subject to any procedure for the taking control of Your goods that is not withdrawn or discharged within seven days of that procedure being commenced;­

14.2.12 have a freezing order made against You; or

14.2.13 are subject to any recovery or attempted recovery of items supplied to You by a supplier retaining title to those items.

14.3 If any of the events set out in clause 14.2 above occurs in relation to You then:

14.3.1 we may enter, without prior notice, any of Your premises (or third parties’ with their consent) where Our Products may be and repossess and dispose of or sell any of Our Products found whether or not incorporated into other goods so as to discharge any sums due to Us under this Contract or any other agreement with You;

14.3.2 we may require You not to re-sell, incorporate any of the Products into other goods or part with the possession of any of our Products until You have paid in full all sums due to Us under this Contract or any other agreement with You;

14.3.3 we may withhold delivery of any undelivered Products and stop any Products in transit;

14.3.4 we may withhold the performance of any Services and cease any Services in progress;

14.3.5 we may cancel, terminate and/or suspend any Contract without Liability; and/or

14.3.6 all monies owed by You to Us shall forthwith become immediately due and payable.

14.3 We may terminate the Contract any time by giving not less than four weeks’ notice in writing to You if You undergo a change of Control.

14.4 If You become aware that any event has occurred, or circumstances exist, which may entitle Us to terminate the Contract under this clause 14, You shall immediately notify Us in writing.

14.5 We shall have a lien over all property or goods belonging to You which may be in Our possession in respect of all sums due from You to Us.

14. 6 Upon the termination of the Contract for any reason if any monies due to Us from You have not been paid within 7 days of such termination We may sell any property or goods over which We have a lien in accordance with clause 14.5 above (and You agree that We may give good title for such property and/or goods) and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by You to Us, thirdly in payment of any principal sums owed to Us and fourthly We shall account to You for the remainder (if any).

14.7 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.



15.1 If Products supplied by Us are accompanied by a guarantee We will notify You that this is the case and confirm the date from which the guarantee begins (which will be the date of delivery by Us or collection by You, as applicable) and the date on which it will expire.

15.2 Any guarantee in clause 15.1 above is given subject to You providing full details of the invoice to which the Products relate including the date of purchase and date of delivery or collection.

15.3 Subject to clauses 15.4 and 15.6, if any Products/Services prove to be defective and are covered by the guarantee in clause 15.1 above then We shall at Our sole option either repair or replace such Products or refund the price of them. Provided We comply with this clause, the repair, replacement or refund shall be Your sole remedy in respect of claims under the guarantee under clause 15.1 above.

15.4 You shall reimburse all reasonable expenses properly and necessarily incurred by Us in the repair or replacement of defective Products or re-performance of defective Services, whether or not covered by a guarantee, if such defects have occurred as a result of any of the events specified in clause 17.4.

15.5 Subject to clauses 15.4 and 15.6, we agree to repair, replace or re-perform defective Products covered by the guarantee in clause 15.1 above within a reasonable time of being notified of the defect by You.

15.6 Any guarantee given in clause 15.1 above will be void if You have not paid in full for the relevant Products/Services on the due date for payment.



16.1 Any damages or discrepancies must be reported to Us within 7 days of delivery by Us to You or collection by You. After we have received such notification from You, We will review the Products and any claim. 

16.2 We will at Our option either refund the price, repair, replace free of charge or re-perform any Products that have a manufacturers’ defect, where the defect is apparent on inspection, or that have been damaged in transit provided that images of the damage to the Products and packaging are supplied.

16.3 We will not accept any Liability in respect of any damaged Products that are not in Our packaging.

16.4 Any defective Products must be returned to Us for inspection if requested by Us at Your sole expense (including charges for multiple deliveries). We will not accept any Liability until We have inspected the Products.

16.5 Any defective Products returned to Us will only be accepted if:

16.5.1 accompanied by the correct completed returns paperwork (which will be issued to You when You notify Us that a Product is defective);

16.5.2 You have provided full details of any hazardous and potentially hazardous materials that the Products have been exposed to whilst in Your possession; and

16.5.3 You warrant that upon return the Products are not contaminated with any hazardous substance and You provide a certified COSHH assessment to that effect if required.

16.6 If You ask Us to undertake any work to remedy any defect occurring as a result of any of the events specified in clause 17.4, this work will be charged for in addition to any other Products/Services provided.

16.7 We reserve the right to inspect the subject matter of any allegedly defective Services and We will have no Liability for defective Services until We have been allowed to make such inspection.

16.8 We will, at Our option, either refund the price of or replace free of charge any Products missing from a delivery provided that details of the missing items are notified to Us within 24 hours of delivery or, in the event of complete non-delivery, We are notified within 24 hours of the agreed date for delivery.



17.1 We shall have no Liability for:

17.1.1 any defect in the Products caused or contributed to as a result of them being used for display or demonstration purposes or being handled by Your customers;

17.1.2 defective Products/Services where the defect has been caused or contributed to by You to the extent so contributed;

17.1.3 any defect if the price for the Products/Services has not been paid in full by the due date for payment;

17.1.4 any defective Products/Services, any Products that are not dispatched or any Products damaged or lost in transit unless we are notified in accordance with clause 16;

17.1.5 damage, loss, liability, claims, costs or expenses caused or contributed to by Your continued use of defective Products/Services after a defect has become apparent or suspected or should reasonably have become apparent to You; or

17.1.6 any defect as a result of those events listed at clause 15.3.

17.2 You shall give Us a reasonable opportunity to remedy any matter for which We may be liable before You incur any costs and/or expenses in remedying the matter Yourself. If You do not do so We shall have no Liability to You.

17.3 You shall produce to Us written evidence of any claims for which it is alleged that We are liable together with written details of how the loss was caused by Us and the steps You have taken to mitigate the loss, subject to clause 17.2, before We shall have any Liability for the claim by You.

17.4 We shall be under no Liability in respect of:

17.4.1 any defect in the Products/Services arising from any drawing, design or specification supplied by You;

17.4.2 any faults arising after risk in the Products has passed to You which is caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Products/Services;

17.4.3 your use of the Products for any purpose for which they were not designed; and/or

17.4.4 any faults or defects caused by accidental damage, wilful damage, abnormal working conditions, failure to follow instructions, misuse, alteration or repair, natural phenomenon or improper maintenance or negligence on Your part or that of a third party;

17.4.5 any defect of which We are not notified of in writing (together with any evidence, including photographs) by You within 24 hours of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by You.

17.5 We shall have no Liability to You to the extent that You are covered by any policy of insurance and You shall ensure that Your insurers waive any and all rights of subrogation they may have against Us.

17.6 We shall have no Liability for any matters detailed in clause 18.4.

17.7 We shall have no Liability to You for any:

17.7.1 consequential losses;

17.7.2 loss of profits and/or damage to goodwill;

17.7.3 economic and/or other similar losses;

17.7.4 special damages and indirect losses; and/or

17.7.5 business interruption, loss of business, contracts, opportunity and/or production.

17.8 You shall be under a duty to mitigate any loss, damage, costs or expenses that You may suffer (including by maintaining an adequate stock of Products).

17.9 Our Liability to You in relation to any one claim shall not exceed 12.5% of the value of the Contract (regardless of whether there are multiple heads of claim in relation to the set of circumstances that have given rise to such claim).

17.10 Each of the limitations and/or exclusions in the Contract shall be deemed to be repeated and apply as a separate provision for each of:

17.10.1 liability for breach of contract;

17.10.2 liability in tort (including negligence);

17.10.3 liability for breach of statutory duty; and

17.10.4 liability for breach of common law.

17.11 Nothing in the Contract shall exclude or limit Our Liability for death or personal or any Liability which is due to Our fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

17.12 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

17.13 Nothing in the Contract shall exclude or limit Your statutory rights which may not be excluded or limited due to You being a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.

17.14 The limitations in the Contract are necessary in order to allow Us to provide the Products/Services at Our current prices.

17.15 If You require greater protection then We may, at our sole and absolute discretion, agree to modify the limitations and extend any guarantees in return for the payment of a higher price for the Products/Services.



18.1 You agree to indemnify and keep Us indemnified against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by Us and arising from or due to:

18.1.1 any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by You;

18.1.2 Your purported cancellation of the Contract later than the timeframes set out in clause 14;

18.1.3 Your refusal to accept delivery/performance of any ordered Products/Services; and/or

18.1.4 Our use of Your drawings and/or specifications for Products.

18.2 No waiver by Us of any breach of the Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

18.3 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

18.4 We shall have no Liability to You for any delay in performance of this Contract to the extent that such delay is due to any events outside Our reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock- outs, riots, civil commotion, malicious damage, a pandemic or epidemic, explosion, governmental actions, trespass by any third party and any other similar events. If We are affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance. If such delay continues for a continuous period of more than 60 days, We may terminate the Contract by giving You written notice.

18.5 We shall not assign Our interest in the Contract (or any part) without the Your written consent. You shall not assign the Contract.

18.6 All third party rights are excluded and no third party shall have any right to enforce the Contract.

18.7 The Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

18.8 Us and You shall pay their own expenses and costs incurred in connection with the negotiation, preparation, signature and performance of the Contract.

18.9 You shall comply with all applicable legislation and law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform Your obligations under or in connection with the Contract.

18.10 Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.



19.1 Any notice given by You or Us under the Contract shall:

19.1.1 be in writing and in English;

19.1.2 be signed by, or on behalf of, You if You are serving the notice or Us if We are serving the notice giving it; and

19.1.3 be sent to You by Us if We are serving notice or to Us by You if You are serving the notice at the address set out in the Contract.

19.2 Notices may be given, and are deemed received:

19.2.1 by hand: on receipt of a signature at the time of delivery;

19.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

19.2.3 by Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting;

19.3 Any change to the contact details of You or Us as set out in the Contract shall be notified to the other party in accordance with clause 19.1 and shall be effective:

19.3.1 on the date specified in the notice as being the date of such change; or

19.3.2 if no date is so specified, two Business Days after the notice is deemed to be received.

19.4 All references to time are to the local time at the place of deemed receipt.

19.5 This clause does not apply to notices given in legal proceedings or arbitration.



20.1 For the purposes of this clause 20 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

20.2 You and Us shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

20.2.1 all of that party’s personnel.

20.2.2 all others associated with that party; and

20.2.3 all of that party’s sub-contractors,

involved in performing the Contract so comply.

20.3 Without limitation to clause 20.2, neither You or Us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on You or Our behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on You or Our behalf.

20.4 You shall immediately notify Us as soon as it becomes aware of a breach or possible breach by You of any of the requirements in this clause 20.



21.1 We shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.

21.2 You undertake, warrant and represent that:

21.2.1 neither You nor any of Your officers, employees, agents or subcontractors have:

(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence);

(b) been notified that You are subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) been made aware of any circumstances within Your supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

21.2.2 You shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;

21.2.3 You have implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in Your business and supply chain, and those of Your officers, employees, agents or subcontractors, which will be made available to Us on request at any time throughout the Contract;

21.3 You shall notify Us immediately in writing if You become aware or have reason to believe that You, or any of Your officers, employees, agents or subcontractors have breached or potentially breached any of Your obligations under clause 21.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of Your obligations.



22.1 You and Us agree that You are a Controller and that We are a Processor for the purposes of processing Protected Data pursuant to the Contract. You shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions given by You to Us in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.

22.2 We shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

22.3 We shall:

22.4.1 only process (and shall ensure our staff only process) the Protected Data in accordance with the Contract except to the extent:

(a) that alternative processing instructions are agreed between You and Us in writing; or

(b) otherwise required by applicable law (and shall inform You of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

22.4.2 if We believe that any instruction received by Us from You is likely to infringe the Data Protection Laws We shall be entitled to cease to provide the relevant Services until we have agreed appropriate amended instructions which are not infringing.

22.5 We shall implement and maintain technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

22.6 We shall (at Your cost):

22.6.1 assist You in ensuring compliance with Your obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to Us; and

22.6.2 taking into account the nature of the processing, assist You (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of Your obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

22.7 We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any international organisation without the prior written authorisation of You.

22.8 We shall at Your cost and expense refer to You all requests We receive for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be Your responsibility to reply to all such requests as required by applicable law.

22.9 We shall, in accordance with Data Protection Laws, make available to You such information that is in Our possession or control as is necessary to demonstrate Our compliance with the obligations placed on Us under this clause 22 and to demonstrate compliance with the obligations on You and Us imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by You (or another auditor mandated by You) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 22.9).

22.10 On the end of the provision of the Services relating to the processing of Protected Data, at Your cost and Your option, We shall either return all of the Protected Data to You or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Us to store such Protected Data. This clause 22 shall survive termination or expiry of the Contract.