Terms & Conditions – Global Lingo Ltd

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 10 (LIABILITY).

1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, unless the context otherwise requires:
“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for normal business in England;
“Charges” means the charges payable by the Customer to GL for the provision of the Services;
“Conditions” means these terms and conditions as amended from time to time in accordance with clause 18.3;
“Confidential Information” means all confidential information and technical know-how relating to the Services and the business of each party, including the information or documents of Customer’s clients provided to GL for the purpose of these Conditions and the terms of these Conditions, but excluding any information:
(a) which is publicly known or becomes publicly known other than by a breach of these Conditions; or
(b) which, when it is disclosed to the other party, is already known to that party; or
(c) which after being disclosed to the other party, is disclosed to that party again by a third party at liberty to disclose it to that party;
“Contract” means the contract between GL and the Customer for the supply of the Services, comprising the Quotation and these Conditions;
“Commencement Date” has the meaning given in clause 2.3;
“CPI” means the Consumer Price Inflation index, or if that index is no longer published, an alternative index that most closely resembles it;
“Customer’s Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer, where “control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and “controls”, and “controlled” shall be construed accordingly;
“Intellectual Property Rights” means, to the extent that any of the following are recognised in any jurisdiction, any intellectual property and/or proprietary rights whether registered or unregistered, legal or beneficial, and whether subsisting now or in the future including: copyrights, patent rights (including applications for patent protection); publicity rights, trade secret rights; registered or otherwise protected trademarks, trade names and service marks and protections from trademark dilution;
“Good Industry Practice” means the exercise of that degree of skill, care, diligence prudence and foresight that would ordinarily be expected from a skilled and experienced person seeking in good faith to comply with its contractual obligations under these Conditions and all applicable law and engaged in the same type of undertaking and under the same or similar circumstances and conditions as those envisaged by these Conditions;
“Original Works” means the documents, files, materials and works provided by the Customer for the purposes of carrying out the Services;
“Pre-existing Intellectual Property” means any Intellectual Property Rights, which are owned by or licensed to GL or its Sub-contractor prior to the Commencement Date or independently of the provision of the Services;
“Services” means the services provided to the Customer by GL under these Conditions and set out or referred to in the Quotation;
“Staff” mean the natural persons who provide the Services on behalf of GL, who may be employees of GL or Sub-contractors or supplied by a Sub-contractor;
“Sub-contractor” means a person providing elements of the Services to GL under a contract for services, including a self-employed individual;
“Translated Works” means the result of all translations of Original Works and Services required to be undertaken by GL on behalf of the Customer under these Conditions.
“Purchase Order” means an order for Services indicating that the Customer wishes to purchase the Services, such order being placed in response to a Quotation;
“Quotation” means a quotation for services issued by GL in response to an enquiry from the Customer;
In these Conditions, unless the context otherwise requires:
1.1.1 a reference to delivery of the Translated Works has the meaning given in clause 6.3;
1.1.2 the singular includes the plural and vice versa and words in one gender include both genders;
1.1.3 a reference to a statute or statutory provision includes:
1.1.3.1 any subordinate legislation made under it;
1.1.3.2 any repealed statute or statutory provision which it re-enacts (with or without modification); and
1.1.3.3 any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;
1.1.4 a reference to:
1.1.4.1 any party includes its successors in title and permitted assignees;
1.1.4.2 a “person” includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);
1.1.4.3 a clause is to a clause of these Conditions;
1.1.5 the headings of clauses are for convenience only and shall not affect the interpretation;
1.2 In the event of any conflict between the Quotation and the Conditions, the Conditions shall take precedence.
1.3 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. BASIS OF CONTRACT
2.1 Any Quotation shall not be binding on GL and are given on the basis that the terms quoted will remain open for the placing of a Purchase Order for up to 30 days from the date of the Quotation. GL may withdraw the Quotation at any time before the Customer places a Purchase Order.
2.2 The Purchase Order constitutes an offer by the Customer to purchase the Services in accordance with the relevant Quotation and these Conditions. GL is under no obligation to accept any Order.
2.3 The Purchase Order shall only be deemed to be accepted when GL issues written acceptance of the Purchase Order at which point and on which date the Contract shall come into existence (Commencement Date). GL does not intend to form a legally binding contract at any earlier stage.
2.4 Quotations are given on the basis of any description given by the Customer or its authorised representatives of the Original Works, the purpose of the translation and any other relevant instructions given to GL necessary to enable GL to perform the Services. The Quotation may be amended at any time (including after the Commencement Date) if, in GL’s sole opinion, the said description is materially inadequate or inaccurate to the relevant Purchase Order.
2.5 Any samples, drawings, descriptive matter or advertising issued by GL and any illustrations or descriptions of the Services contained in GL’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (including any which are set out or referred to in the Customer’s Purchase Order), or which are implied by trade, custom, practice or course of dealing.
2.7 Where insufficient information is given to GL in a Purchase Order, GL may request further information from the Customer prior to acceptance of the Purchase Order.
2.8 In consideration of the performance of the Services, the Customer shall pay GL the Charges in accordance with the provisions of clause 5.

3. GL’S OBLIGATIONS
3.1 GL shall provide the Services in accordance with Good Industry Practice.
3.2 GL shall use its reasonable endeavours to provide the Services to meet the specific requirements of the Customer provided that the Customer notifies GL in writing of any specific requirements and these requirements are agreed in writing between the parties prior to acceptance by GL of the relevant Purchase Order.
3.3 GL shall use all reasonable care and skill in selecting GL Staff to perform the Services in accordance with the terms of these Conditions.
3.4 GL shall ensure the relevant GL Staff is available for the performance of the Services, failing which GL shall promptly replace any missing person from the GL Staff by another relevant person for the performance of the Services.
3.5 The Customer acknowledges that any Original Works and Translated Works submitted by either party over the internet cannot be guaranteed to be free from the risk of interception, loss, or corruption during transmission, even if transmitted in encrypted form, and that GL has no liability for such loss, corruption or interception of any Original Works or Translated Works.
3.6 GL shall not be obliged to continue to perform the Services where, at its sole discretion, GL considers this would involve a breach of warranty given by the Customer under these Conditions or an illegal act or a safety hazard.

4. CUSTOMER’S OBLIGATIONS
4.1 The Customer undertakes and agrees with GL that it shall at all times during the continuance of these Conditions:
4.1.1 obtain and maintain all consents, permissions and licences necessary to enable GL to perform its obligations under these Conditions;
4.1.2 provide sufficient information and materials to GL as reasonably requested by GL in the provision of the Services and performance of its obligations under these Conditions; and
4.1.3 comply with the terms of any software licence agreement in place from time to time between the parties, and the terms of use of any online platform made available to the Customer by GL from time to time.
4.2 The Customer hereby warrants and undertakes to GL that it has all requisite corporate power and authority to enter into the Contract.

5. CHARGES AND PAYMENT
5.1 In consideration of the provision of the Services, the Customer shall pay GL the Charges at the rates set out in the relevant Quotation, on the terms and conditions set out in these Conditions.
5.2 Where any Charges are to be invoiced in a currency other than pounds sterling and a Currency Fluctuation occurs then GL may revise the Charges to ensure that the sterling value of the Charges invoiced is the same as the sterling value of the Charges when GL accepted the Customer’s Purchase Order. For the purposes of this clause 5.2:
5.2.1 a “Currency Fluctuation” occurs if there is a change of five percent or more in the value of that other currency against sterling between the date GL accepts the relevant Purchase Order and the date GL prepares its invoice; and
5.2.2 the value of sterling against the other currency means the value determined by the spot exchange rate published by the Bank of England.
5.3 The Charges shall be exclusive of value added tax (if any) or any other local applicable equivalent taxes, which shall be paid by the Customer at the rate and the manner prescribed by law from time to time. GL shall invoice the Customer for all such taxes and the Customer shall pay them to GL on the terms of these Conditions.
5.4 For Services lasting over 21 days GL may invoice the Customer for 50% of the Charges on commencement and the remaining 50% seven or more days after Delivery. For Services running under 21 days GL may invoice the Customer seven or more days after Delivery.
5.5 The Customer shall pay GL’s invoices within 30 days from the date of receipt of the invoice, without any deduction, set-off, or counterclaim.
5.6 Failure to pay any invoice in accordance with the terms of these Conditions shall entitle GL to suspend further work without prejudice to any other right GL may have.
5.7 GL reserves the right to charge interest on overdue accounts, such interest to be calculated monthly on the amount outstanding at the rate of 1 per cent per month on the sums due on each unpaid invoices.

6. DELIVERY
6.1 GL shall use reasonable endeavours to deliver the Translated Works and carry out the Services within the timescales (if any) set out in the Quotation. If GL anticipates that it will not be able to meet those timescales GL shall communicate this to the Customer before the end of those timescales and shall discuss steps to reduce or remedy the delay or agree new timescales.
6.2 GL shall not be responsible for any delay in performing GL’s obligations if:
6.2.1 that delay is caused by the actions or omissions of the Customer, including any delay in providing the Original Works, any changes made by the Customer to the Original Works, or any changes requested by the Customer to the Services; or
6.2.2 the delay is due to the occurrence of a force majeure event as set out at clause 14.
6.3 For the purposes of these Conditions the Translated Works shall be deemed delivered:
6.3.1 at the time when GL provides the Translated Works to the postal service or other delivery service (if GL has agreed physical delivery of the Translated Works);
6.3.2 at the time when GL sends the Translated Works to the email address set out in the relevant Purchase Order (if GL has agreed delivery by email); and
6.3.3 in any other case, at the time when GL informs the Customer that the Translated Work is available for download from GL’s online document platform.

7. TERMINATION
7.1 Either party shall be entitled forthwith to terminate the Contract at any time by written notice if:
7.1.1 the other party commits a material breach of any of the provisions of the Contract and, in the case of a breach capable of remedy, fails to remedy the same within thirty days after receipt of written notice giving full particulars of the breach and requiring it to be remedied;
7.1.2 the other party goes into liquidation, or an encumbrance takes possession of or an administrative receiver or a receiver or administrator is appointed over any of the property or assets of that party, or an administration order is made in respect of that other party or that other party makes a voluntary arrangement with its creditors;
7.1.3 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.1.2.
7.2 Any notice to be given to the Customer under these Conditions must be in writing and may be delivered by hand or sent by prepaid recorded delivery post to the address of the other party or a designated officer of the other party. Notice sent by recorded delivery post shall be deemed to have been received on the day of delivery recorded by the postal service unless that day is not a Business Day, in which case it shall be deemed received on the next Business Day after that day.
7.3 Any notice to be given to GL under these Conditions must be in writing and delivered by email to [email protected] Notices sent in this way shall be deemed to have been received at 9am on the next Business Day after sending.

8. CONSEQUENCES OF TERMINATION
8.1 On termination of the Contract howsoever occurring:
8.1.1 GL shall cease performing the Services and may invoice for any Services performed up to the date of termination;
8.1.2 GL’s unpaid invoices shall fall due immediately;
8.1.3 subject to payment by the Customer of GL’s invoices, GL shall deliver to the Customer any Translated Works prepared prior to termination that have not yet been delivered;

8.1.4 the parties shall do all things as reasonably required to ensure a smooth transfer of business between the parties and GL shall deliver to the Customer, at the Customer’s expense and where reasonably practicable, all Original Works and other materials supplied to GL, except as required by law or to maintain proper books and records; and
8.1.5 each party shall return to the other any of the other party’s Confidential Information.
8.2 Where the Customer requests the assistance of GL under clause 8.1.4, GL reserves the right to charge a fee for providing any additional services and/or materials or products at the request of the Customer.
8.3 The parties’ obligations under the provisions of this these Conditions shall survive the ending of the Contract for any reason where it is expressly or by implication intended that such provision shall survive termination.
8.4 Termination of the Contract does not affect either party’s accrued rights and obligations at the date of termination.

9. CONFIDENTIALITY
9.1 Subject to clause 9.2 and save as necessary in order to perform its obligations and exercise its rights under the agreement neither party may use or disclose any of the other party’s Confidential Information.
9.2 Either party may disclose the Confidential Information of the other:
9.2.1 when required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and lawful to do so:
9.2.1.1 promptly notifies the owner of any such requirement; and
9.2.1.2 co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such requirement; and
9.2.2 to its (or any of its associated company’s) personnel, sub-contractors’ personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
9.2.2.1 is informed of the obligations of confidentiality under these Conditions; and
9.2.2.2 complies with those obligations as if they were bound by them.
9.3 The obligation of confidentiality contained within this clause shall survive termination of the Contract howsoever caused.

10. LIABILITY
10.1 Nothing in these Conditions excludes or limits the liability of either party for:
10.1.1 death or personal injury caused by its negligence;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 any other liability that cannot legally be excluded or limited.
10.2 The aggregate liability of GL arising out of or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, or any other theory of law shall not exceed the aggregate Charges payable under the Contract.
10.3 GL shall have no liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, or any other theory of law for:
10.3.1 loss of profit or revenue;
10.3.2 loss of production or business;
10.3.3 loss of reputation or damage to goodwill; or
10.3.4 any indirect, consequential, or special loss.
10.4 Except as expressly set out in these Conditions, all terms, conditions and warranties, implied by statute (including without limitation those of satisfactory quality or fitness for purpose), common law, custom, trade usage or otherwise, are excluded from agreement to the fullest extent permitted by law.
10.5 The Customer agrees upon demand, to indemnify and keep indemnified GL (which for the purposes of this clause includes GL’s Staff, agents and representatives) from all losses, damages, injury, costs claims and expenses of whatever nature, including third party claims, suffered by GL arising out of or in connection with a breach by the Customer of any of the Customer’s obligations under the Contract.

11. SUB-CONTRACTORS
11.1 GL may supply the Services through Sub-contractors. GL shall be entitled to select such Sub-contractors as it thinks fit to perform the Services. No sub-contracting shall in any way relieve GL from its obligations to provide the Services and GL shall, subject to the provisions of clauses 6 and 10 of these Conditions, be liable for any Sub-contractor’s performance of the Services.
11.2 GL shall notify all Staff of the Customer’s compliance, confidentiality, safety, security and other relevant rules and policies which are notified to GL in writing by the Customer (“the Customer’s Policies”). If any Staff are in breach of any of the Customer’s Policies, the Customer shall (as its sole remedy) have the right to demand that such Staff cease to be assigned to provide Services with immediate effect in which case GL will remove such Staff from provision of the Services.

12. INTELLECTUAL PROPERTY
12.1 The Customer warrants that:
12.1.1 all of the Intellectual Property Rights in the Original Works are owned by the Customer or its licensors.
12.1.2 the Original Works supplied by the Customer shall not contain anything of an obscene, blasphemous, libellous, or illegal nature;
12.1.3 the Original Works and GL’s use of them as permitted by these Conditions shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.
12.2 Nothing in these Conditions shall transfer to GL or its Sub-contractors any Intellectual Property Rights in the Original Works. To the extent that GL or its Sub-contractors acquire any Intellectual Property Rights in the Original Works by operation of law the Customer hereby assigns or (as the case may be) shall procure its Sub-contractor assigns such rights to the Customer.
12.3 The Customer grants to GL (and the Sub-contractors) a non-exclusive, worldwide, royalty-free licence for the duration of the Contract to translate, store, copy, modify and otherwise use the Original Works and (subject to clause 12.4) the Translated Works, in each case for the purposes of providing the Services.
12.4 Subject to clause 12.5, GL hereby assigns to the Customer all of its Intellectual Property Rights in the Translated Works and shall procure that its Sub-contractors assign to the Customer their Intellectual Property Rights in the Translated Works.
12.5 Nothing in the Contract shall transfer the Pre-existing Intellectual Property Rights. To the extent that the Translated Works contain any Pre-existing Intellectual Property Rights, GL grants to the Customer a non-exclusive, worldwide, perpetual, royalty-free, freely-assignable and sub-licensable licence to use those Pre-existing Intellectual Property Rights for the purpose of using the Translated Works.
12.6 The Customer agrees upon demand, to indemnify and keep indemnified GL (which for the purposes of this clause includes GL’s Staff, agents and representatives) from all losses, damages, injury, costs claims and expenses of whatever nature, including third party claims, suffered by GL arising out of or in connection with a breach by the Customer of any of the Customer’s warranties in clause 12.

13. DATA PROTECTION
13.1 This clause 13 applies only to the extent that the Customer provides Personal Data to GL for the purpose of GL performing the Services.
Definitions
13.2 In this clause 13:
13.2.1 “Controller”, “Data Subject”, “International Organisation”, “Personal Data”, “Personal Data Breach”, “Processor” and “processing” shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);
13.2.2 “Data Protection Laws” means, as binding on either party or the Services:
13.2.2.1 the GDPR;
13.2.2.2 the Data Protection Act 2018;
13.2.2.3 any laws which implement any such laws; and
13.2.2.4 any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
13.2.3 “GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679;
13.2.4 “Protected Data” means Personal Data received from or on behalf of the Customer in connection with the performance of GL’s obligations under the Contract; and
13.2.5 “Sub-Processor” means any agent, subcontractor or other third party (excluding its employees) engaged by GL for carrying out any processing activities on behalf of the Customer in respect of the Protected Data.
Compliance with Data Protection Laws
13.3 The parties agree that the Customer is a Controller and that GL is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to GL in respect of Protected Data (including the terms of these Conditions) shall at all times be in accordance with Data Protection Laws.
13.4 GL shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
13.5 The Customer shall indemnify and keep indemnified GL against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 13.
Instructions
13.6 GL shall only process the Protected Data in accordance with the Customer’s instructions that are set out in the Quotation, the relevant Purchase Order, these Conditions, and any other instructions agreed between the parties in writing, unless otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
13.7 Without prejudice to clause 13.3, if GL believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
Security
13.8 GL shall implement and maintain technical and organisational measures that are appropriate, (taking into account the state of technical development, the nature of processing, the costs of implementation, the nature and scope of processing, and the risks to data subjects), to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
Sub-processing and personnel
13.9 GL may appoint Sub-Processors subject to the terms of the Contract.
13.10 The Sub-Processors that GL may appoint are:
13.10.1 the linguists that GL engages to carry out the Services, but only in relation to any Protected Data contained in the Original Works and Translated Works and only for the purpose of those linguists carrying out the Services;
13.10.2 any providers of information technology services whose services GL uses to operate its information technology systems..
13.11 GL shall not alter the criteria set out in clause 13.10 for appointing Sub-Processors without first notifying the Customer. If the Customer (acting reasonably) objects to the alteration GL shall not alter the criteria, but will not be obliged to provide any further Services to which the proposed alteration related.
13.12 Prior to a Sub-Processor carrying out any processing activities in respect of the Protected Data, GL shall appoint that Sub-Processor under a written contract containing materially the same obligations as under this clause 13;
13.13 GL shall remain fully liable to the Customer under these Conditions for all the acts and omissions of each Sub-Processor as if they were its own.
13.14 GL shall ensure that all persons authorised by GL to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
Assistance
13.15 GL shall (at the Customer’s cost):
13.15.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to GL; and
13.15.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
International transfers
13.16 GL may transfer the Protected Data to territories outside the United Kingdom. If GL does so GL shall ensure that the conditions under the Data Protection Laws which restrict international transfers of Personal Data are satisfied. GL may do this by entering into standard contract clauses approved for that purpose pursuant to the Data Protection Laws with the recipients of the Protected Data on behalf of the Customer.
Audits and processing
13.17 GL shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate GL’s compliance with the obligations placed on it under this clause 13 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 13).
Breach
13.18 GL shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
Deletion/return
13.19 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, GL shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires GL to store such Protected Data. This clause 13 shall survive termination or expiry of the Contract.

14. FORCE MAJEURE
Neither party shall be liable to the other for any delay or non-performance of its obligations under the Contract arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. Subject to the affected party promptly notifying the other party in writing of the cause and the likely duration of the cause, the performance of the affected party’s obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists.

15. PUBLICITY
Subject to the obligations of Clause 9, GL shall be entitled to disclose that it is providing, or has provided, the Services to the Customer and shall be entitled to use any trade name, trademark, service mark or other information which identifies the Customer in GL’s marketing and publicity activities.

16. ENTIRE AGREEMENT AND CONFLICTS
16.1 These the Contract and any documents referred to herein set out the entire agreement and understanding between the parties and supersedes all previous agreements between the parties relating to the subject matter.
16.2 Each party acknowledges that it has entered into the Contract in reliance only upon the representations, warranties and promises specifically contained or incorporated in the Contract and, save as expressly set out in the Contract, each party shall have no liability in respect of any other representation, warranty or promise made prior to the Commencement Date unless it was made fraudulently.

17. ASSIGNMENT
17.1 The Contract shall not be assigned by either party without the prior written consent of the other not to be unreasonably withheld or delayed.
17.2 The Contract shall be binding upon any successors in title of the parties.

18. GENERAL PROVISIONS
18.1 Nothing in the Contract shall render any member of the Staff or Sub-contractor an employee, agent or partner of the Customer and except as provided in clause 13.16 nothing in the Contract shall make the other party the agent or partner of the other, or give either party the power to bind the other.
18.2 Nothing in the Contract shall confer on any third party any right or benefit under the provisions of the Contracts (Rights of Third Parties) Act (Chapter 53B).
18.3 No variation of the Contract shall be effective unless it is in writing and signed by or on behalf of each of the parties.
18.4 To the extent that any provision of the Contract is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of the Contract, it shall not affect the enforceability of the remainder of the Contract nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
18.5 No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under the Contract or otherwise.
18.6 The Contract and any disputes arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the law of England.
18.7 Any disputes arising out of or in connection with the Contract (including non-contractual disputes) shall be subject to the exclusive jurisdiction of the courts of England.