Terms and conditions(EN)
General informationSmart Freelance Group is a limited liability partnership registered under the laws of England and Wales with company number OC445197 (the "company", "we", "us", "our", “Supplier”). Our registered address is at 411 Oxford Street, London, W1C 2PE, United Kingdom. The Supplier declares that these Terms and Conditions define the obligations pursuant to individual contracts between the Supplier and Supplier’s customers (the "Customer").
These Terms and Conditions also define the general terms, conditions and methods of providing the Services by the Supplier to the Customer by electronic means via the Supplier's website at: pisanieprac.online (the "Website").
All materials, analysis, scientific research or any other written information shall be prepared pursuant to an individual request of the Customer and in accordance with the provided requirements and guidelines.
The Supplier declares that the Product (as defined below) is not subject to further resale and shall only be used solely by the Customer.
The Supplier's contact details are:
Registered address: 411 Oxford Street, London, W1C 2PE, United Kingdom
Telephone number: +48 222 66 23 24
E-mail address: info@serviziotesi.online
Unless otherwise provided for by these Terms and Conditions, the communication via e-mail shall be accepted by both Parties.
The Customer placing an order for the Services is a prerequisite to the Customer accepting these Terms and Conditions in full. The Customer’s refusal to accept these Terms and Conditions shall result in the refusal to enter into a contract with the Supplier. All orders shall be fulfilled in Italian unless otherwise agreed by the Parties
InterpretationThe following definitions and rules of interpretation apply in these Conditions.
- Definitions:
- Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
- Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
- Conditions: these terms and conditions as amended from time to time.
- Contract: the contract between the Supplier and the Customer for the supply of the Services in accordance with these Conditions.
- Customer: the person or firm who purchases the Services and/or Product from the Supplier.
- Force Majeure Event: has the meaning given to it in 16.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Order: the Customer's order for the supply of the Services, as set out in the Customer's order confirmation form in Schedule No. 1.
- Services: the services, supplied by the Supplier to the Customer in accordance with these Conditions and Contract.
- Supplier: Smart Freelance Group, a limited liability partnership registered in England and Wales with the company number OC445197 at 411 Oxford Street, London, W1C 2PE, United Kingdom.
- UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
- Interpretation:
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a party includes its personal representatives, successors and permitted assigns.
- A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
- Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
- A reference to writing or written excludes fax and email.
- Basis and subject of contract
- The subject of the Supplier's activity is provision of the research and editorial services in various fields of science, preparation of written scientific research templates as well as provision of associated advisory services.
- The scope of the Supplier’s services shall be limited to producing a template document for the Customer (the “Product”). The Product shall be produced on the basis of the book materials and web resources made available to the Supplier by the Customer. In the event the Customer does not make available such book materials and web resources, the Supplier reserves the right to use such resources as it deems appropriate for the purposes of delivering the Services. The Product prepared by the Supplier shall be used for information and general background purposes only.
- Any samples, editorial works, teaching materials, analysis, scientific studies or any other texts produced by the Supplier shall be used for the sole purpose of providing an estimated idea of the Services described in them.
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
- Supply of the Services
The Order- The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
- Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 2 weeks from its date of issue.
- The Customer may place an order for the Services as follows:
- by sending an e-mail to the following address: info@serviziotesi.online
- by filling in the contact form available on the website: serviziotesi.online
- by calling the following telephone number: +48 222 60 23 24
- The order shall be processed as follows:
- The Customer places an order as specified in clause 3.4. Upon placing an order, the Customer shall indicate the guidelines and instructions regarding the order and Services.
- Within 48 hours of submission of the order by the Customer, the Supplier verifies the availability and viability of the Services and confirms the Services to be provided to the Customer by sending the Order Confirmation (attached hereto as Schedule No.1). The Order Confirmation shall contain essential information about the Contract, including the subject of the Services, the date of the Services, the fees for the Services, the method of payment, as well as the Customer’s guidelines and instructions regarding the Order and the Services under the Contract.
- The Customer shall accept the Order Confirmation Form from the Supplier by email and within 24 hours of its receipt. The Customer acknowledges that accepting the Order Confirmation Form shall constitute acceptance of these Conditions.
- Upon acceptance of the Order Confirmation Form, the Customer shall pay the fees for the Services either in full or the first tranche of the fees and in both instances in accordance with the details indicated in the Order Confirmation Form. The Contract comes into force between the parties on the day of payment (“Contract Date”).
- After receiving the payment in full or its first tranche, the Supplier shall start performance of the Services. The Customer acknowledges that in the event of delay in payment within the agreed deadline, the order completion date indicated in the Order Confirmation shall be postponed until the receipt of the payment by the Supplier.
- If the Services are carried out in several stages, each stage of the Services shall follow a corresponding stage payment.
- The Supplier shall send the Customer the completed Product in the event the Services are performed in 1 (one) stage.
- Upon completion of the 1 (first) part of the Services and receipt of the comments from the Customer, the Supplier shall make corrections according to the Customer’s requirements provided such requirements were submitted in advance by the Customer. Otherwise, the Customer shall pay an additional fee for such corrections as shall be further agreed with the Supplier.
- The Customer shall indicate the guidelines in detail and failure to comply with this requirement shall prevent the complaints regarding the Order from the Customer to be fully processed.
The Parties agree that only the guidelines indicated in the Order Confirmation are binding on the Supplier.
- In the event the Customer requests the Order’s volume consisting of at least 20 pages, the Supplier reserves the right to decide at its sole discretion the exact volume of the Order to be produced and such Order may have a margin of 3 pages and may vary for up to 3 pages (more or less), depending on the availability of information for the topic.
- The Parties shall agree separately on the order completion date, the form and date of payment and such details shall be set out in the Order Confirmation.
- The order completion date as agreed by the parties shall be an estimated date. The order completion date may be extended in the event of reasons beyond the control of the Supplier. The Supplier shall notify the Customer about the extension of the order completion date as soon as learning upon the reasons for such extension.
- The Supplier reserves the right to amend the Order Confirmation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
- The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
- Provision of the Services by electronic means
- The Customer may use the services via the Supplier’s website (the “Website”), subject to the following technical conditions of the ICT system:
- access to the Internet and an active e-mail account;
- using browsers: ……………… in version …………………………… with up-to-date versions of Java and Flash installed; and
- on screens with a resolution of ........................... px.
- The use of any third party software that affects the functionality of browsers or the use of mobile devices may affect the correct display of the Website.
- The Supplier takes steps to ensure the proper operation of the Website, to the extent that results from the current technical knowledge and undertakes to immediately remove defects or interruptions in its functioning.
- The Supplier is not responsible for improper performance of the services in the event of technical problems beyond the Supplier's control.
- The Customer should immediately notify the Supplier of any defects or interruptions in the functioning of the Website by submitting a complaint in writing to the Supplier's address or via e-mail. The Supplier shall consider the complaint within 14 days from the date of its receipt, informing the Customer immediately about its findings and assessment of the complaint.
- Guidelines for the use of the Product
- The materials prepared and made available by the Supplier to the Customer shall only be used as a template and a source of inspiration for creating the Customer’s own independent work and such materials represent auxiliary documents only to the Customer’s independent work and shall be treated by the Customer accordingly.
- The Customer shall use the Product in accordance with the laws of England and Wales or the laws of any other country where the Product shall be used.
- The Customer covenants that the Product or parts of the Product shall not be represented by the Customer to third parties as their own work, and any action misrepresenting the Product’s true ownership and origination shall be in breach of these Conditions and Contract and shall be construed as an illegal activity.
- In the event of a breach by the Customer of the provisions of these Conditions and/or allegations of illegal use of the Product, the Supplier reserves the right to immediately terminate the agreement with the Customer and the Supplier shall be entitled to keep the fees for the Services incurred in full.
- The Supplier shall not be responsible for the Customer’s improper or unlawful use of the Product and the Customer shall indemnify the Supplier for any claims and reimburse for any costs and expenses sustained or incurred by the Supplier arising directly or indirectly from such improper or unlawful use by the Customer.
- Parties’ obligations
- The Customer shall:
- ensure that the terms of the Order and any information it provides in Order Confirmation Form are complete and accurate;
- co-operate with the Supplier in all matters relating to the Services;
- provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- comply with all applicable laws;
- use the Product only for the purposes as set out in these Conditions and Contract; and
- comply with any additional obligations as set out in the Order Confirmation Form.
- The Supplier shall commission editors and writers at its own discretion for the performance of the Services to the Customer.
- If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
- without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
- the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this 6.3; and
- the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
- Complaints
- Upon receipt of the Product from the Supplier, the Customer may, within 30 days from the date of receipt of the work, provide the Supplier with comments and complaints as to the quality of the Product and Services received. Such Complaint shall set out the details of the Supplier failing to adhere to the Order Confirmation guidelines from the Customer.
- The Supplier shall assess the basis for the Complaint and rectify any mistakes and omissions in a one-off manner and in accordance with the Customer’s complaint.
- The Parties agree that if the Customer does not submit any complaints within the time limit set out in clause 7.1, it shall be deemed that the Supplier has performed the Services of appropriate quality, and the Customer has accepted the Services in full and shall have no further recourse against the Supplier.
- Upon the Supplier’s final corrections of the Product based on the Customer’s complaint, the Supplier shall submit the updated Product to the Customer. After submission of the updated Product, any additional comments from the Customer shall be considered for an additional fee to be paid by the Customer to the Supplier.
- If the comments on the quality of the Product and Services contained in the complaint have not been fully described by the Client , and the Client refuses to pay additional fees for the appropriate corrections to the Product and Services, the Parties agree that the Services and Product provided by the Supplier are of appropriate quality and are accepted by the Customer.
- If the Services are provided in stages and the payment takes place after the completion of each stage, the payment for a relevant stage shall mean acceptance of the Services by the Customer. Save as set out in clause 7.1 above, if the Customer accepts the provided Services or their part, any further changes, corrections of the Product or the accepted part of the Product are made for a separate fee agreed upon by the Parties.
- After the lapse of 30 days from the date of submitting the final Product in full or after payment by the Customer for a stage of the Services, the Supplier reserves the right to refuse to make any corrections and amendments or demand an additional fee for making corrections and amendments.
- Charges and payment
- The prices for the Services and Product may be specified in the following currencies: Great British Pound (GBP), Polish zloty (PLN), US dollar (USD), Euro (EUR).
- Depending upon individual arrangements as between the Supplier and the Customer, the payment shall either be made once in full or in several tranches, the exact payment method to be indicated in the Order Confirmation.
- The Supplier shall accept the following forms of payment:
a) Payment by credit/debit card or Apple/Google Pay; and
b) Payment via the online payment system on Stripe.
- The price for the Product:
- shall be the price set out in the Order Confirmation; and
- shall be exclusive of all costs, taxes and charges of packaging, insurance, transport of the Product (if relevant) which shall be invoiced to the Customer.
- The Supplier reserves the right to:
- increase the price of the Product, by giving notice to the Customer at any time before the Contract comes into existence, to reflect any increase in the cost of the Product to the Supplier that is due to:
- any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
- any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
- The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice and time for payment shall be of the essence of the Contract.
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Product at the same time as payment is due for the supply of the Services or Product.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Withdrawal from the Contract
- The Customer has the option to withdraw from the Contract without giving any reason within 14 calendar days from the date of the Contract. The declaration of withdrawal from the contract should be sent in electronic form to the Supplier's e-mail: info@serviziotesi.online
- The template of the declaration of withdrawal from the Contract is attached as Schedule No. 2 to these Conditions.
- The Customer acknowledges that they shall not be entitled to withdraw from the Contract if the Supplier has already initiated the performance of the Services with the Customer’s consent.
- Intellectual property rights
- All Intellectual Property Rights in or arising out of or in connection with the Services and Product (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
- The Customer acknowledges that all right, title and interest in and to the Product shall be the property of the Supplier, and that the unauthorized use, distribution or dissemination of Product are in violation of these Conditions and the applicable laws of England and Wales.
- Data protection
- The following definitions apply in this 11:
- Data Administrator: Smart Freelance Group, a limited liability partnership registered at 411 Oxford Street, London, W1C 2PE, United Kingdom with the company number OC445197.
- Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
- Domestic Law: the law of the United Kingdom or England and Wales.
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Data Administrator.
- Without prejudice to the generality of 11.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.
- Without prejudice to the generality of 11.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
- process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudony mising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
- the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
- the Data Subject has enforceable rights and effective legal remedies;
- the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
- assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify the Customer without undue delay on becoming aware of a Personal Data Breach;
- at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
- maintain complete and accurate records and information to demonstrate its compliance with this 11 and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation].
- The Customer does not consent to the Supplier appointing any third party processor of Personal Data under the Contract.
- Either party may, at any time on not less than 30 days' notice, revise this 11 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
- Confidentiality
- Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by 12.2.
- Each party may disclose the other party's confidential information:
- to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 12; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
- Limitation of liability
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Termination
- Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 24 hours’ written notice.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 7 calendar days after being notified in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
- Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- Without affecting any other right or remedy available to it, the Supplier may suspend the supply of if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in 14.2(b) to 14.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
- Consequences of termination
- On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services.
- Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
- Force majeure
- Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”).
- For the purposes of the Terms and Conditions, a Force Majeure Event is considered to be all circumstances that could not have been foreseen or avoided, including: natural disasters (fire, earthquake, landslides, flood, storm or other atmospheric phenomena), pandemics, epidemics, wars, uprisings , revolts, strikes or decisions or normative acts of government authorities, regulation, restriction, prohibitions or other state interference, explosions and other damage to production and distribution devices, and nationwide failures of the Internet network.
- A party to the contract that fails to meet or expects that it will not meet its obligations under the Contract (taking into account all known facts) due to a Force Majeure Event, should immediately inform the other party to the Contract and make every effort to reverse such failure.
- General
- The current Regulations are published on the Website under the "Terms and Conditions" tab.
- Assignment and other dealings
- The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
- Amendments: The Supplier reserves the right to amend the Regulations in the following circumstances:
- organizational or legal changes of the Supplier;
- changes in the applicable legal provisions applicable to these Conditions or changes in the applicable of laws of a relevant jurisdiction;
- technological developments and changes in the functionality of the Website, when such amendments to the Conditions are aimed at adapting the content of the Conditions to such developments and functionality; and
- changes to the rules of providing the Services or using the Website, in any event the amendments as stipulated above shall not be applicable to the orders placed before the entry into force of these amendments and such orders shall be regulated in accordance with the current Conditions.
The Supplier’s change of the contact details shall not constitute a waiver or amendment of the Conditions except when such change is a result of the organisational or legal changes of the Supplier.
- Notices.
- Any notice given to a Party under or in connection with the Contract shall be in writing and shall be:
- sent by email to the following addresses:
Supplier: [Supplier’s email address]; and
Customer: Customer’s email address as provided to the Supplier in the Order Confirmation.
- Any notice shall be deemed to have been received:
- if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- No partnership or agency. Nothing in the Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
- Third party rights.
- The Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
- Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.