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General Terms & Conditions of Business

Nothing in these Terms and Conditions or in the Agreement shall affect any statutory rights that you may have as a consumer or operate to exclude or limit any terms that cannot lawfully be so excluded or limited.

1 Definitions

  • 1.1 In this Agreement the following words and expressions shall have the following meanings:
    • 1.1.1 “Agreement” means these Terms and Conditions, together with any applicable Schedule;
    • 1.1.2 “the Supplier” means Enlighten Management Limited trading as Enlighten Integrated Communications (Enlighten IC);
    • 1.1.3 “the Customer” means the company or person completing a signed Engagement Letter/Order Form for Services;
    • 1.1.4 “the Client” means the company or person completing a signed Engagement Letter/Order Form for Services;
    • 1.1.5 “Engagement Letter/Order Form” means the Supplier’s letter outlining the Services and Price, which the customer needs to sign;
    • 1.1.6 “Proposal” means the outline detail/specification for any Services provided or to be provided to the Customer by the Supplier and from which the Technical Specification will be agreed and drafted;
    • 1.1.7 “Scope of Works” means the key deliverables of the service being purchased by the customer
    • 1.1.8 “Schedule” means a Schedule to this Agreement which provides more sceptic detail on the service being purchased
    • 1.1.9 “Services” means inbound marketing, marketing consultancy, web design, development, search engine optimisation, email marketing, web hosting, email and/or any other services or facilities agreed to be provided by the Supplier as identified and outlined in the Engagement Letter/Order Form and as detailed in the relevant Schedule to this Agreement
    • 1.1.10 “Price” means the Price specified for the Services in the Engagement Letter/Order Form and subject to amendment in accordance with this;
    • 1.1.11 “Fees” means any fees payable for Services or elements of the Services; if not specified in the Price then in addition to the Price;
    • 1.1.12 “Subscription” means the monthly charge specified in the order for the ongoing provision of marketing, support, software or SEO services;
    • 1.1.13 “Party” means a party to this Agreement;
    • 1.1.14 “the Project” means all work carried out to meet the Proposal and Technical Specification;
    • 1.1.15 “Timetable” means the written timetable (if any) to be finally agreed between the parties after commencement of the Project and in relation to the delivery of Services and the Project generally;
    • 1.1.16 “Completion” means completion of the Project;
    • 1.1.17 “Customer Website” means the intranet, extranet, website or designs if any, to be designed, modified or otherwise worked on by the Supplier as part of the Services;
    • 1.1.18 “Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in the United Kingdom;
    • 1.1.19 “Downtime” means any service interruption in the availability to visitors of the Customer Website;
    • 1.1.20 “Functional Specification” or “Technical Specification” or “Specification” means the document detailing the functionality to be delivered as part of the Project;
    • 1.1.21 “Confidential Information” means, in relation to either Party, information which is disclosed to that Party to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential os marked as such);
    • 1.1.22 “Intellectual Property Rights” means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registerable or not in any country;
    • 1.1.23 “IP address” stands for internet protocol address which is the numeric address for the Server;
    • 1.1.24 “ISP” stands for internet service provider;
    • 1.1.25 “Logos” or “Artwork” means any logos, artwork or other material to be provided by the Supplier to the Customer as part brand identity Services/as set out in the Contract Form or Schedules;
    • 1.1.26 “Milestone” means any milestone identified in the Timetable;
    • 1.1.27 “Web Hosting” means the provision of a web service that responds to a browser’s request for web content with the content requested. It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management, email hosting and Internet connectivity to/from the Customer’s premises
    • 1.1.28 “Server” means the computer server equipment operated by the Supplier or it’s authorised third parties, in connection with the provision of the Services;
    • 1.1.29 “Spam” or “Spamming” means sending unsolicited emails;
    • 1.1.30 “URL” stands for universal resource locator;
    • 1.1.31 “Visitor” means a third party who has accessed the Website;
    • 1.1.32 “the Website” means if different to the Customer Website any URL used by the Customer for the purpose of the Project;
    • 1.1.33 “Web Browser” means the software running on the computer allowing the user to view web pages, e.g. Internet Explorer, Firefox, Safari, Chrome, etc;
    • 1.1.34 “Software” means the software that is used to provide the Service;
    • 1.1.35 “Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;
  • 1.2 The Schedules and Engagement Letter form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the Schedules.
  • 1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
  • 1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

2 Introduction

  • 2.1 The Supplier is engaged in business as a marketing agency providing marketing, digital web hosting and other services, and has agreed to supply the Services on the following terms and conditions.
  • 2.2 Formation of Agreement: The Agreement shall be concluded when the Engagement Letter is signed by the Customer and dated.
  • 2.3 Save in respect of the Proposal no information or documentation provided by the Supplier to the Customer (or otherwise available) prior to conclusion of the Agreement shall constitute any representation or warranty as to the Services or otherwise.
  • 2.4 The Supplier shall be entitled to update these Terms and Conditions from time to time and may publish latest versions of these Terms & Conditions at http://www.enlighten-ic.com/ terms-conditions. Any such update will apply to any further agreement or Services and, if agreed in writing by the Parties.

3 Duties Of Supplier

  • 3.1 In consideration for the payment by the Customer of the Price and Fees and subject to the terms and conditions of this Agreement, the Supplier agrees to provide to the Customer the Services.
  • 3.2 The Supplier undertakes to use all reasonable endeavours to work to the Timetable but time shall not be of the essence so far as delivery/provision of the Services concerned. If no time is specified for the delivery of Services then such Services shall, subject to the provisions of this Agreement, be supplied within a reasonable time.
  • 3.3 Where the Customer has engaged more than one supplier in the provision of brand identity, design and development services, the Supplier’s delivery obligations for Services (including set out in Clause 3.2) shall be conditional upon the performance of third parties including as set out in the Timetable. The Supplier shall not be liable for any delay in the supply of Services due to non-performance, delay or defective performance or other actions or omissions of the Customer or of any third party (whether due to work on the Project or otherwise). Without limitation to the above if any third parties engaged by the Customer in relation to the Project (or for other work for the Customer) provide work or Services that is not compatible with or that causes a delay in the provision of the Services then:
    • i) the Supplier shall be entitled to charge the Customer for any additional work that results therefrom or for any additional costs resulting therefrom
    • ii) in the event that such non-compatibility is so severe as to materially impact on the ability of the Supplier to deliver the Services the Supplier shall be entitled, on written notice to the Customer and without prejudice to any other rights that it may have, to terminate the Agreement.
  • 3.4 The Supplier agrees to supply the Services to the Customer on the conditions set out herein but this document is not an offer to provide Services but merely a statement of the terms on which the Supplier would provide them.
  • 3.5 Limited Warranty and Downtime: The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill but at all times this (and the provisions of Services generally) will be subject to Downtime caused by routine or emergency maintenance by the Supplier or occasioned by third parties. The Supplier will not be liable to the Customer or any third party for any losses whatsoever caused by such Downtime.

4 Duties Of Customer

Without prejudice to any other Customer duties or obligations under the Agreement:

  • 4.1 Where applicable for relevant Services the Customer shall deliver to the Supplier all drafts, concepts, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials in order for the Supplier to supply the Services in the agreed format. Unless agreed otherwise in writing the Supplier shall not be responsible for checking, connecting or updating any such content and this shall be the responsibility of the Customer.
  • 4.2 Where the Customer has engaged more than one supplier in the provision of brand identity, design and/or development services, the Customer shall so far as is reasonably required by the Supplier for it to carry out the Services in accordance with the Timetable, deliver the relevant brand identity or design details to the Supplier by the date set out in the Timetable or, if no date is set, on request.
  • 4.3 The Customer shall pay all Deposits, the Price, any Fees and other sums when due.
  • 4.4 The Customer shall adhere to Milestones and to the Timetable. The Customer may be liable for losses or additional charges in the event that it is in breach of this provision and such breach causes a delay or loss to the Supplier.
  • 4.5 It is the responsibility of the Customer, in relation to any Services, to specify any particular requirements that it has in respect of those Services; for example and, without limitation to the above: In the provision of any Search Engine Optimisation Services it is the responsibility of the Customer to specify any Keywords which it requires to be used.
  • 4.6 The Customer shall comply with all applicable legislation in relation to its use of the Customer Website and any other Website, its processing of any personal data, its email marketing or other business that relates to the Project.
  • 4.7 Notify the Supplier of any changes to the Customer’s contact details.
  • 4.8 The Customer acknowledges that the Supplier may engage in work with other companies within the same sector as the Customer. If the Customer requires exclusivity within their Sector they may request this from the Supplier in writing. No guarantee is made that this request will be granted, and if an offer of exclusivity is made by the Supplier a charge may be levied.

5 The Proposal

  • 5.1. The Supplier will provide a Proposal to the Customer for each project. The Proposal forms part of this agreement.
  • 5.2. The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Engagement Letter.
  • 5.3. The Customer shall return the signed Engagement Letter by letter or email as described in clause 4. Upon receipt of this order acknowledgement, a contract shall be created between the Supplier and the Customer for the supply of the Service.
  • 5.4. By purchasing the Service, the Customer acknowledges that they have read these Terms and Conditions and supporting relevant schedule/s, understands them and agrees to be bound by them.

6 Amendments & Completion

  • 6.1 In order to keep production costs low, the Supplier has a revision policy in place to ensure timely production while meeting client expectations. Unlimited revisions are not included during the production of jobs such as PR articles and website proofs.
  • 6.2 The Supplier will accommodate up to two rounds of visual revisions per design. Excessive revisions will incur additional fees and may result in project delays.
  • 6.3 Additional revisions are chargeable at the standard design rate which is billed per hour of work.
  • 6.4 In respect of any Project that includes design or development work, the Supplier shall, in anticipation of Completion, provide the Customer with a temporary URL where the Customer Website can be viewed and tested or with other appropriate dummy or mock items with a view to these being tested for functionality (ie. against Functional Specification only). Once it is agreed and certified in writing that the Project has, according to the said Functional Specification, been completed, then the Project shall, subject only to any allowable and scheduled final design/layout changes be Completed. If the parties consider that the Project has failed in functionality (ie. to perform in accordance with the Functional Specification) and/or that amendments or modifications or corrective or Customer remedial work is required, they shall each, make reasonable attempts to agree the course of action to be adopted, using if necessary the escalation and dispute resolution procedure herein. Following any changes the Customer shall test the Customer Website again on the same terms as above. For the avoidance of doubt, the Supplier shall not undertake any changes free of charge where they require the Customer Website to operate or be designed in a manner not provided for by the Functional Specification.
  • 6.5 Where the Project is deemed by the Parties to have failed as a result of an error or action by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier’s then current price list.
  • 6.6 Any graphic, design, artistic or other amendments to the Project or Services that are not within the Functional Specification shall be subject to the provisions relating to limits for amendment work etc or; in the absence of limits being specified shall be subject to a limit of 10 hours of such finalisation work.
  • 6.7 Upon successful Completion:
    • 6.7.1 the Customer shall be required to sign the Supplier’s formal acceptance form, confirming that the Supplier has successfully completed the Project under the terms of this Agreement; and
    • 6.7.2 the Supplier shall deliver to the Customer a final invoice.
  • 6.8 In delivery of the Services during the Project the Customer may from time to time approve and/or “sign off” various details, designs etc on the basis of general Project design (for example not every page of a mock website will be “signed off”) and, in such cases the Supplier reserves the right to supply the Services within the general design/other parameters or within then industry standards allowing for the Supplier to use its reasonable discretion and allowing for reasonable further amendments/modifications due to technical reasons.
  • 6.9 Limited Warranty from Completion: Save in respect of any Services that are to be provided after Completion (eg. Hosting Services) the Supplier shall only be liable in respect of any breach of any warranty or provision of this Agreement if the Customer notifies the Supplier in writing within 1 month from Completion of such breach and specifies in reasonable detail the breach.
  • 6.10 Post-Completion Work/Services: Unless otherwise agreed in writing between the Parties no services will, save for any Hosting Services agreed, be provided by the Seller after Completion. Any work or services provided by the Supplier to the Customer in addition to those detailed in the Proposal or Functional Specification shall be subject to further fees and/or charges by the Supplier and will, unless agreed otherwise, be subject to these Terms and Conditions.

7 Pricing & Payment Terms

  • 7.1 All prices quoted are valid for acceptance by the Customer for 30 days only after which time (except to the extent such prices form part of a Contract) they may be altered by the Supplier without giving notice to the Customer to reflect increases in costs to the Supplier (including without limitation costs of materials, labour, transport and services and any tax duty or charge imposed by any government or other authorities).
  • 7.2 Deposit: Any deposit will be specified in the Engagement Letter/Order Form or other written communication to the Customer from the Supplier. The deposit shall be payable by the Customer before commencement by the Supplier. The Supplier shall not be obliged to commence any work or Services until it has received, in full, the relevant deposit. All deposits shall be non- refundable.
  • 7.3 Where a deposit is required, the Supplier is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled, the Supplier will invoice the Customer for this work.
  • 7.4 The Price and Fees are, exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to the Supplier as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly. If VAT is not applicable this will be stated in the Engagement Letter.
  • 7.5 The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 12 months from the date of signing. The Supplier reserves the right to increase the price of any work outstanding after that period.
  • 7.6 Where the Proposal includes design work, unless otherwise stated in the Proposal, the Purchase Price includes an allowance for two sets of changes to each deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by the Supplier in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
  • 7.7 The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated in the Proposal.
  • 7.8 The Supplier reserves the right to charge expenses when fulfilling the work. Any mileage shall be charged at the rate of £0.45p per mile. No expenses shall be incurred without the Customer’s express written agreement.
  • 7.9 The Customer shall make payment to the Supplier within 30 days of receipt of an invoice from the Supplier, unless different terms have been notified to the Customer. All payments to be made in pounds sterling and in the manner specified in the Invoice. Payment by the Customer of any sum under this Agreement shall be without prejudice to any claims or rights the Customer may have against the Supplier and shall not constitute any admission by the Customer as to the performance by the Supplier of his obligations under this Agreement.
  • 7.10 If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to suspend or terminate the Service.
  • 7.11 In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer, from the due date to the actual date of payment, after as well as before any judgment, at the rate of 2% over the base lending rate for the time being of Bank of Ireland. Such interest shall accrue on a daily basis and be compounded quarterly.
  • 7.12 Upon termination of this Agreement, howsoever arising, the Customer shall be liable for all accrued Fees and any element of the Price and any other amounts owing at that time.

8 Intellectual Property Rights

  • 8.1. Once full payment has been made and the deliverables have completed and signed off, the ownership of the rights to the deliverables created will pass to the Customer.
  • 8.2. Third party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. The Supplier shall procure such license as necessary for the use of third party materials for use within the scope of the Proposal. The Customer should obtain written consent from the Supplier for use of any part of the deliverables outside of the scope of the Proposal.
  • 8.3. Unless otherwise stated in the Proposal, the Supplier reserves the continuing right to use any deliverables it produces for the promotion of its services.
  • 8.4. Where the Proposal includes Software created by the Supplier, the Supplier retains ownership of all copies of the Software and the Intellectual Property Rights (IPR) therein. The Customer has no rights to the Software or the IPR contained therein.
  • 8.5 Unless Logos or Artwork have been specifically created by the Supplier no warranty is given by the Supplier that any Logos or Artwork will not, when used by the Customer infringe any rights of any third parties – the Customer shall ensure that any use by it of Logos or Artwork shall not infringe any third party rights and the Customer shall indemnify the Supplier in the event of any loss caused due to a breach of this provision.
  • 8.6 Save in respect of any open source code, software or items owned by third parties copyright to the assembled work produced by the Supplier is owned by the Supplier. Upon final payment of the Price the Supplier shall grant to the Customer a royalty-free, world- wide, non-exclusive licence to use the Customer Website design, the web pages on the Customer Website, the images and the parts of the Project content designed by the Supplier. Rights to graphics, source code and computer programs and all other Intellectual Property, know-how or goodwill are not transferred to the Customer and remain the property of the Supplier or the relevant third party owner. The Supplier and any sub- contractors retain the right to display graphics and other web design elements as examples of their work.
  • 8.7 The Customer warrants and represents to the Supplier that any elements of text, graphics, photos, designs, trademarks or other material supplied to the Supplier for inclusion in the Website and Customer Website otherwise in relation to the Services are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that the Supplier’s use of such material shall not infringe the Intellectual Property Rights of any third party.

9 Warranties

  • 9.1 All conditions, terms, representations and warranties that are not either expressly stated in this Agreement or imposed by statute or operation of law are hereby excluded.

10 Confidentiality

  • 10.1 During the period of this Agreement and for a period of 3 years after both parties undertake:
    • 10.1.1. To keep the Confidential Information confidential;
    • 10.1.2. Not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and
    • 10.1.3. Not to use the Confidential Information so as to procure any commercial advantage over the other party.
  • 10.2. The obligations contained in clause 10.1 above shall not apply to any Confidential Information which:
    • 10.2.1. is already in the possession of the disclosing party other than as a result of a breach of this Agreement;
    • 10.2.2. is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or
    • 10.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.
  • 10.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and sub- contractors.
  • 10.4. The Customer agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to the Supplier and shall not be used or disclosed except as permitted by this agreement.

11 Liability

  • 11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
  • 11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

12 Indemnity

  • 12.1 The Client shall indemnify and save harmless the Company against any claims, liability, loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the Company whether direct, indirect or consequential arising out of any dispute or contractual tortious or other claims or proceedings brought by a third party that may arise out of the content or nature of the material stored upon any computer or server or which may be prohibited or protected by laws of any country or state relating to copyright confidentiality or intellectual property.
  • 12.2 The Client will keep any password and personal identification code confidential and immediately notify the Company if any unauthorised third party becomes aware of them.
  • 12.3 Domain names are obtained and held by the Company on the Client’s behalf using third parties. The Client takes all risks in connection with the solvency and performance of such third parties. The Company acts as the Client’s agent in these matters, and the Client accepts that the third party has sole liability to provide such services.
  • 12.4 No liability will be accepted for compatibility issues with code or any errors, omissions or failings of software code produced.

13 Force Majeure

  • 13.1 Neither the Supplier nor the Customer shall be under any liability for any delay or the failure to perform any or part of its obligations under this agreement if such delay or failure shall be due to, including but without limitation, war, riot, storm, fire, earthquake, explosion, flood, electrical failure, non-availability of spares or parts, act of God, strikes, lock outs, labour disturbances, statute, order or any regulation of any Government, public or local Authority, delays or defaults of suppliers and sub-contractors, together the “Events” and, without prejudice to the generality of the foregoing, any other causes beyond the reasonable control of the relevant party.

14 Independent Contractors

  • 14.1 The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other,unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.

15 Assignment

  • 15.1 Neither Party shall be entitled to assign or otherwise transfer this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

16 Notices

  • 16.1 Any notice or other communication pursuant to this Agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first class post to the address of the relevant party as set out in this Agreement or by email.
  • 16.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.

17 Third Party Rights

  • 17.1 The parties hereby confirm their intent not to confer any rights in any third parties by virtue of these terms and conditions and accordingly the Contracts (Rights of Third Parties) Act 1999 (the “Act”) shall not apply to this agreement.

18 Termination

  • 18.1 This Agreement will continue until Completion or until terminated in accordance with its terms.
  • 18.2 The Supplier shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer, if the Customer fails to make any payment when it becomes due.
  • 18.3 The Customer may terminate annual retainer services with 3 months written notice.
  • 18.4 Either party may terminate this Agreement forthwith by notice in writing to the other if:
    • 18.4.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
    • 18.4.2 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
    • 18.4.3 the other party ceases to carry on its business or substantially the whole of its business; or
    • 18.4.4 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

19 Changes To Terms & Conditions

  • 19.1 The Supplier reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on our website.
  • 19.2 When changes are made to the Terms and Conditions a notice shall be placed in our email newsletter. The Customer shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.
  • 19.3 The most current version of the Terms and Conditions shall supersede all previous versions.

20 Entire Agreement

  • 20.1 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
  • 20.2 Each Party shall acknowledge that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement , and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

21 Severance

  • 21.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

22 Acknowledgement

  • 22.1 By purchasing the Service the Customer acknowledges that it has read these Terms and Conditions, understands them and agrees to be bound by them.
  • Should you have any questions concerning these Terms and Conditions, contact the Supplier before submitting a signed agreement to any Proposal/Engagement Letter.

23 Law And Jurisdiction

  • This agreement shall be governed and construed in all respects in accordance with the Law of Northern Ireland and shall be subject to the exclusive jurisdiction of an Northern Ireland Court of Law.

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