Terms and Conditions -

Terms and Conditions

Terms and Conditions

Terms and conditions for the supply of services

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time [for the provision of the Provider’s services] shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing [any such services] to the Customer.

TERMS AND CONDITIONS

1. Definitions
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
Business Day” means any weekday other than a bank or public holiday in England

Business Hours” means the hours of [09:00 to 17:30 GMT/BST] on a Business Day;

Charges” means the following amounts:

(a) the amounts specified in the order sheet
(b) such amounts as may be agreed in writing by the parties from time to time; and

Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;

Contract” means a particular contract made under these Terms and Conditions between the Provider and the Customer;

Customer” means the person or entity identified as such on the order sheet

Customer Confidential Information” means:
any information disclosed by or on behalf of the Customer to the Provider during the Term OR at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Provider (acting reasonably) to be confidential

Customer Materials” means all works and materials supplied by or on behalf of the Customer to the Provider for incorporation into the Deliverables or for some other use in connection with the Services

Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Contract, but excluding data with respect to which the Provider is a data controller;

Customer Premises” means any premises owned or controlled by the Customer at which the parties expressly or impliedly agree the personnel of the Provider shall provide Services

Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679)

Deliverables” means those deliverables specified on the order sheet that the Provider has agreed to deliver to the Customer under these Terms and Conditions

Effective Date” means the date of execution of the Contract

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs)

Minimum Term” the period specified in the order sheet;

Personal Data” has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679)

Provider” means St Helens News Distribution Ltd t/as UK Leaflet Distribution, a company incorporated in England and Wales registration number 06580604 having its registered office at 54-56 Ormskirk Street, St.Helens, Merseyside WA102TF

Provider Confidential Information” means:
any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked [or described] as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and

Provider Indemnity Event” has the meaning given to it in Clause 14.1;

Services” means the services specified in Section 3 of the order sheet

Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;

Term” means [the term of the Contract, commencing in accordance with the dates set out on the order sheet.

Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, the order sheet and including any amendments to that documentation from time to time; and

Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Customer Materials), the Intellectual Property Rights in which are owned by a third party.

2. Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force until 7 days after the end distribution date as set out on the order sheet, unless the distribution date is extended as a result of any reason listed under clauses 16 and 17 of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Services

3.1 The Provider shall provide the Services to the Customer in accordance with these Terms and Conditions.

3.2 The Provider shall provide the Services with reasonable skill and care reasonably expected from a leading service provider in the Provider’s industry and the Provider will give 24 hours’ notice to the Customer regarding which areas are being serviced.

3.3 The Provider shall devote such of its personnel’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.4 The Provider shall keep the Customer informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Customer to do so.

3.5 The Provider shall comply with all reasonable requests and directions of the Customer in relation to the Services.

3.6 The Provider shall comply with all reasonable internal policies and procedures operated by the Customer, communicated by the Customer to the Provider and affecting the provision of the Services.

3.7 The Provider’s vehicles (Crew Cabs) are fitted with GPS to enable tracking. On completion of the service, the Provider will send the final paperwork to the Customer by email.

4. Customer obligations

4.1 Promptly following receipt of a written request from the Provider to do so, the Customer will provide to the Provider such:

(a) assistance and co-operation
(b) information and documentation

as is reasonably requested by the Provider for the purpose of enabling the Provider to perform its obligations under these Terms and Conditions.

4.2 The Customer shall be responsible for procuring any third party co-operation reasonably required by the Provider to enable the Provider to perform its obligations under the Contract.

5. Deliverables

5.1 In the event that it is agreed that The Customer is to deliver the deliverables to the Provider, The Customer shall deliver the Deliverables to the Provider, at least 72 hours before the week commencing date shown on the order sheet.

5.2 In the event that the Provider is to collect the deliverables from the Customer, the Customer needs to make the deliverables available as of the week commencing date stated on the order sheet.

5.3. In the event that the deliverables are not made available by the due date, distribution could be delayed and onward distribution will be at the sole discretion of the Provider

5.4 Exclusions: due to health and safety concerns, leaflets will not be delivered;

On main roads, high rise flats, apartments or properties that request that leaflets not be delivered. Leaflets may be delivered on main roads strictly by agreement and upon receipt of a written request from the Customer, but the obligation to do so, will be accepted entirely at the sole discretion of the Provider.

6. Customer Premises

6.1 The Customer shall:

(a) promptly provide to the Provider such access to the Customer Premises as is reasonably required by the Provider for the provision of the Services
(b) be responsible for ensuring the health and safety of the Provider’s personnel whilst they are at the Customer Premises
(d) inform the Provider of all health, safety and security rules, regulations and requirements that apply at the Customer Premises; and
(e) maintain reasonable insurance cover for the Provider’s personnel whilst they are working at the Customer Premises (including reasonable public liability insurance).

6.2 In the performance of the Services at the Customer Premises, the Provider shall comply with all reasonable health, safety and security rules, regulations and requirements advised by the Customer to the Provider.

6.3 The Provider shall use all reasonable measures to secure any keys, and any other means of access, supplied by the Customer to the Provider for the purpose of enabling the Provider’s personnel to enter and work at the Customer Premises.

7. Customer Materials

7.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Materials to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under these Terms and Conditions.

7.2 The Customer warrants to the Provider that the Customer Materials OR the Customer Materials when used by the Provider in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

8. Charges

8.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

8.2 In the event that the leaflet distribution is less than 10,000 then 100% of payment from the Customer is required in advance.

8.3 In the event that the leaflet distribution is more than 10,000 then 50% of payment from the customer is required in advance and the balance of the remaining 50% is required on completion and in any event, within 7 days of the date of the email sending the final paperwork.

9.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes

10. Payments

10.1 The Provider shall issue invoices for the Charges to the Customer from time to time during the Term OR on or after the invoicing dates set out in the order sheet OR at any time after the relevant Services have been delivered to the Customer OR in advance of the delivery of the relevant Services to the Customer.

10.2 The Customer must pay the Charges to the Provider within the period of 10 days following the issue of an invoice in accordance with this Clause 10 OR the receipt of an invoice issued
in accordance with this Clause 10.

10.3 The Customer must pay the Charges by bacs, cheque or cash.

10.4 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month) or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
(c) claim reasonable debt recovery charges in the event that payment for invoices exceeds the due date and a debt recovery agency is used to collect outstanding accounts. Such charges not to exceed 20% of the invoice value.

11. Confidentiality obligations

11.1 The Provider must:

(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information and

11.2 The Customer must:

(a) keep the Provider Confidential Information strictly confidential;
(b) not disclose the Provider Confidential Information to any person without the Provider’s prior written consent and then only under conditions of confidentiality approved in writing by the Provider
(c) use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care;
(d) [act in good faith at all times in relation to the Provider Confidential Information]; and

11.3 Notwithstanding Clauses 11.1 and 11.2, a party’s Confidential Information may be disclosed by the other party to that other party’s [officers, employees, professional advisers, insurers, agents and subcontractors] [who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and ]who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

11.4 No obligations are imposed by this Clause 11 with respect to a party’s Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) [is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality].

11.5 The restrictions in this Clause 11 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

11.6 Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.

11.7 Following the termination of the Contract, and within 5 Business Days following the date of receipt of a written request from the other party the relevant party must destroy or return to the other party (at the other party’s option) all media containing the other party’s Confidential Information.

11.8 The provisions of this Clause 11 shall continue in force for a period of 3 years following the termination of the Contract, at the end of which period they will cease to have effect.

12. Data protection

12.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

12.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Contract.

12.3 The Provider shall only process the Customer Personal Data during the Term[ and for not more than [30 days] following the end of the Term], subject to the other provisions of this Clause 12.

12.4 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to [any place outside the European Economic Area])[, as set out in [these Terms and Conditions or any other document agreed by the parties in writing]].

12.5 Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by [applicable law]. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information[ on important grounds of public interest].

12.6 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

12.7 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

12.8 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

12.9 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.

12.10 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 12 and the Data Protection Laws.

12.11 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that [applicable law] requires storage of the relevant Personal Data.

12.12 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer[ in respect of [the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 12]].[ The Provider may charge the Customer [at its standard time-based charging rates] for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.12.]

12.15 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

13. Warranties

13.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and
(c) the Provider will achieve a minimum distribution rate of 80%. Any omissions are due entirely to reasons beyond the control of the Provider and shall not constitute a breach of contract under these terms and conditions.

13.2 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable order sheet. Subject to Clause 15.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

14. Indemnities

14.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of [these Terms and Conditions] OR [Clause 12 or Clause 5.4] (a “Provider Indemnity Event”).

14.2 The Customer must:

(a) immediately upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;
(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;
(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and
(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,

and the Provider’s obligation to indemnify the Customer under Clause 14.1 shall not apply unless the Customer complies with the requirements of this Clause 14.2.

14.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions

14.4 The Provider must:

(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,

and the Customer’s obligation to indemnify the Provider under Clause 14.3 shall not apply unless the Provider complies with the requirements of this Clause 14.4.

14.5 The indemnity protection set out in this Clause 14 shall be subject to the limitations and exclusions of liability set out in the Contract

15. Limitations and exclusions of liability

15.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.

15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

15.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

15.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

15.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

15.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.

15.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

15.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.

15.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

15.10 The liability of the Provider to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of:

the total amount paid and payable by the Customer to the Provider under the Contract.

15.11 The aggregate liability of the Provider to the Customer under the Contract shall not exceed the greater of:

the total amount paid and payable by the Customer to the Provider under the Contract.

16. Force Majeure Event

16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract[ (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.

16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.

16.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17. Termination

17.1 Either party may terminate the Contract by giving to the other party (not less than 3 days) written notice of termination.

17.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach OR material breach of the Contract, and the breach is not remediable;
(b) the other party commits a breach OR material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedies; or
(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

17.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract)]; or
(d) [if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.]

17.4 The Provider may terminate the Contract immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Provider has given to the Customer at least [10 days’] written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 17.4.

18. Effects of termination

18.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 8.1, 8.2, 8.4, 10.2, 10.3, 11.2, 11.4, 12, 13.1, 13.3, 13.4, 13.5, 13.6, 13.7, 13.8, 13.9, 13.10, 13.11, 13.12, 13.13, 13.14, 13.15, 15, 16, 17, 19, 21, 22 and 23].

18.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

19. Notices

19.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

19.2 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out on the order sheet):

(a) [delivered personally or sent by courier], in which case the notice shall be deemed to be received [upon delivery]]; or
(b) [sent by [recorded signed-for post], in which case the notice shall be deemed to be received [2 Business Days following posting]],

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

19.3 The addressee and contact details set out on the order sheet may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.

20. Subcontracting

20.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract[, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question].

20.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

21. General

21.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

21.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

21.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

21.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

21.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

21.6 Subject to Clause 15.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

21.7 The Contract shall be governed by and construed in accordance with English law.

21.8 The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

22. Interpretation

22.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.

22.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

22.3 References in these Terms and Conditions to “calendar months” are to [the 12 named periods (January, February and so on) into which a year is divided].

22.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.