Terms and Conditions for the Supply of Goods to RT7 Digital Limited

RT7 Digital Limited (Customer) is a company registered in England and Wales with company number 12040401 and registered office at 2 Leman Street, London E1W 9US. These standard terms and conditions (Conditions) apply to all goods provided by suppliers (Suppliers) to the Customer, which are laid out in a Proposal that has been agreed upon in writing by the Customer and the Supplier (excluding any terms and conditions provided by the Supplier). The Proposal, these Conditions, any subsequent Scope of Work entered into by the parties, and any documents referred to in any of the aforementioned documents, collectively constitute a complete agreement between the Supplier and the Customer regarding the provision of the relevant goods.

We may revise these Conditions at any time by amending this page. Please check this page periodically to take notice of any changes we have made, as they are binding on you. These Conditions apply to the agreement excluding any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

1. Understanding these terms

1.1 The following definitions and rules of interpretation in this clause apply in this agreement:

• ADR notice: has the meaning given in clause 25.1(b).

• Affected Party: has the meaning given in clause 21.2.

• 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.

• Commencement Date: has the meaning given in clause 2.1 below.

• Confidential Information: any information of a confidential nature concerning the business, assets, affairs, customers, clients, or suppliers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities, and customers.

• Delivery: completion of delivery of Products specified in an Order according to clause 8.2 or clause 8.5(a).

• Delivery Date: the date specified for delivery of Products outlined in an Order according to clause 6.2(c).

• Delivery Location: the location specified for the delivery of Products detailed in an Order according to clause 6.2(c).

• Dispute: has the meaning given in clause 25.1.

• Force Majeure Event: has the meaning given in clause 21.1.

• Group: in relation to a company, that company, any subsidiary, or holding company from time to time.

• Intellectual Property Rights: patents, utility models, 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, whether registered or unregistered, 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.

• month: a calendar month.

• Order: an order for Products submitted by the Customer as outlined in clause 6.

• Order Number: a reference number to be applied to an Order by the Supplier.

• Proposal: a proposal agreed between the parties concerning Products according to clause 2.1.

• Products: the products ordered by and supplied to the Customer, as detailed in Proposals and/or Orders.

• Product Prices: the prices of the Products as determined according to clause 11.1 and Product Price means the price of an individual Product as determined according to that clause.

• Specification: any specification of the Products outlined in a Proposal or Order.

• Term: the term of the agreement, as determined according to clause 3.

• VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

• year: a period of 12 consecutive months from January 1 to the following December 31.

1.2 Clause, Schedule, and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement, and any reference to this agreement includes the Schedules.
1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
1.6 Unless the context otherwise requires, singular words include the plural and plural words include the singular.
1.7 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.8 A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, as varied from time to time.
1.9 References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule.
1.10 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.

2. Basis of agreement

2.1 The parties acknowledge and agree that the Customer issuing a written proposal for the Supplier to provide Products constitutes an offer that shall be deemed accepted when the Supplier signs the proposal (at which point, it becomes a Proposal and the agreement will come into existence (Commencement Date). Each Proposal creates a separate contract.
2.2 The Customer may cancel a Proposal by written notice to the Supplier at any time before the Commencement Date.

3. Commencement and term

This agreement starts on the Commencement Date and continues (unless and until terminated earlier according to clause 19) for the term stated in the Proposal, unless no term is stated in the Proposal, in which case it shall continue for 12 months (Initial Term), after which it will automatically renew on the same terms for successive periods equal to the Initial Term (each an Extended Term) until terminated according to the terms of this agreement (Term).

4. Supply of the products and assets

4.1 During the Term, the Supplier shall supply, and the Customer shall purchase, such quantities of Products as the Customer may order according to the terms and conditions of this agreement.
4.2 Where the Customer buys Products from the Supplier under any Proposal where the Customer is required to distribute the Supplier's products within an online marketplace (On Platform Sales), the Supplier shall: (i) grant the Customer a non-exclusive license during the Term to such Intellectual Property Rights; and (ii) provide exclusive access to the Supplier's rights registries on such platforms (including by way of example the Supplier's Brand Registry on Amazon), as required to enable the Supplier to perform On Platform Sales.

5. Forecasts

5.1 During the Term, the Customer may communicate with the Supplier to ascertain the Supplier's stock levels and provide the Supplier with an indication of the volume of Products it intends to Order, in advance of any such Order (Forecast).
5.2 Forecasts provided under this clause 5 do not constitute an Order.
5.3 If the Supplier anticipates that it will be unable to meet the Customer's forecasted requirements provided according to this clause 5:
(a) the Supplier shall inform the Customer in writing as soon as practicable;
(b) without affecting any other right or remedy available to it, the Customer may at its option agree on alternative delivery dates for the relevant Products, or obtain from any other person substitute products for the Products that the Supplier anticipates it will be unable to supply.

6. Orders

6.1 The Customer shall provide the Supplier with Orders periodically during the Term subject to and according to any terms specified in the Proposal and the Supplier shall supply Products per the Customer's Orders.
6.2 Each Order shall:
(a) be given in writing or, if given orally, shall be confirmed in writing by the Customer;
(b) specify the type and quantity of Products ordered; and
(c) specify the Delivery Date by which the Products ordered are to be delivered, and the Delivery Location. If the Delivery Date and/or Delivery Location are to be specified after the placing of an Order, the Customer shall use reasonable endeavors to give the Supplier advance notice of the relevant information.
6.3 The Customer may at any time before the dispatch of the Products amend or cancel an Order by written notice to the Supplier.

7. Manufacture, quality and packing

7.1 The Supplier shall at all times maintain sufficient stocks of Products to enable it to meet the Customer's forecasted requirements to Products as notified to the Supplier according to clause 5.
7.2 The Supplier shall manufacture (where applicable), pack and supply the Products according to all generally accepted industry standards and practices that are applicable.
7.3 The Products supplied to the Customer by the Supplier under this agreement shall:
(a) conform to the Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer;
(c) be free from defects in design, material and workmanship and remain so for 12 months after Delivery;
(d) comply with all applicable statutory and regulatory requirements.
7.4 The Supplier shall ensure that the Products are properly packed and secured in such a manner as to enable them to reach their destination in good condition.
7.5 The Supplier shall obtain and maintain in force for the Term all licenses, permissions, authorizations, consents, and permits needed to supply the Products according to the terms of this agreement.
7.6 The Supplier shall comply with all applicable laws, enactments, orders, regulations, and other instruments related to the packing, packaging, marking, storage, handling, and delivery of the Products.
7.7 The Customer shall have the right to enter the Supplier's premises to:
(a) where applicable, inspect the manufacturing facilities and the equipment used by the Supplier in the production of the Products;
(b) inspect and take samples of the packaging and the Products; and
(c) inspect stock levels of Products.
7.8 Inspections carried out following clause 7.7 shall be carried out during Business Hours on reasonable notice to the Supplier, provided that, in the event of an emergency, the Supplier shall grant the Customer immediate access to its premises.
7.9 If following an inspection the Customer considers that the Products are not or are not likely to be as warranted under clause 7.3, the Customer shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure that the Products are or will be as warranted under clause 7.3. The Customer shall have the right to re-conduct inspections and take further samples after the Supplier has carried out its remedial actions.

8. Delivery

8.1 The Supplier shall deliver the Products specified in each Order to the Delivery Location by the Delivery Date. The Supplier shall not deliver an Order more than 3 Business Days in advance of the Delivery Date without the prior written consent of the Customer.
8.2 Delivery of an Order shall be complete upon the completion of unloading of the Order at the Delivery Location.
8.3 The Supplier shall not deliver Orders by installments except with the prior written consent of the Customer. Where Orders are to be delivered by installments, they may be invoiced and paid for separately. References in this agreement to Orders shall, where applicable, be read as references to installments.
8.4 If an Order is not delivered on the specified Delivery Date, then, without affecting any other right or remedy available to it, the Customer may:
(a) refuse to take any subsequent attempted delivery of the Order;
(b) terminate this agreement with immediate effect;
(c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Customer in obtaining such substitute products; and
(d) subject to clause 17, claim damages for any other costs, expenses, or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date.
8.5 If the Customer fails to accept delivery of an Order on the specified Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under this agreement or a Force Majeure Event:
(a) the Order shall be deemed to have been delivered at 9:00 am on the Delivery Date; and
(b) the Supplier shall store the Order until the Customer takes possession of the Order and charge the Customer for all related costs and expenses (including insurance).
8.6 Each delivery of Products shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of Products being delivered by installments, the outstanding balance of Products specified in an Order remaining to be delivered.
8.7 If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Order, and any such returns shall be at the Supplier's expense.

9. Acceptance and defective products

9.1 The Customer shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following Delivery, or, in the case of a latent defect in the Products, until a reasonable time after the latent defect has become apparent.
9.2 If any Products delivered to the Customer do not comply with clause 7.3, or are otherwise not in conformity with the terms of this agreement, then, without affecting any other right or remedy available to it, the Customer may reject those Products and:
(a) require the Supplier to repair or replace the rejected Products at the Supplier's risk and expense within five Business Days of being requested to do so; or
(b) require the Supplier to repay the price of the rejected Products in full (whether or not the Customer has previously required the Supplier to repair or replace the rejected Products); and
(c) claim damages for any other costs, expenses, or losses resulting from the Supplier's delivery of Products that do not conform with the terms of this agreement.
9.3 The Customer's rights and remedies under this clause 9 are in addition to the rights and remedies available to it regarding the statutory conditions related to description, quality, fitness for purpose, and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
9.4 The terms of this agreement shall apply to any repaired or replacement Products supplied by the Supplier.
9.5 If the Supplier fails to promptly repair or replace rejected Products according to clause 9.2(a), the Customer may, without affecting its rights under clause 9.2(c), obtain substitute products from a third-party supplier, or have the rejected Products repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so.

10. Title and risk

10.1 The risk in Products delivered to the Customer shall pass to the Customer upon Delivery.
10.2 Title to Products delivered to the Customer shall pass to the Customer upon Delivery.

11. Product prices

11.1 The Product Prices for the Term shall be the prices set out in the Proposal unless otherwise agreed in writing by the parties.
11.2 The Product Prices are exclusive of amounts in respect of VAT. The Customer shall, upon receipt of a valid VAT invoice from the Supplier, pay the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Products.
11.3 The Product Prices are inclusive of the costs of packaging, insurance, and carriage of the Products.
11.4 The Customer shall be entitled to any standard discount offered by the Supplier to its customers for prompt payment.

12. Price review, supplier records, and disputes

12.1 The Customer shall be entitled to require the parties to review Product Prices at least once every calendar year. The Supplier shall not increase any Product Prices unless agreed in writing with the Customer and save as otherwise agreed by the parties, any such increase shall not be effective until the date falling 90 days after any such agreement by the parties.
12.2 The Supplier shall provide all such evidence as the Customer may reasonably request to verify invoices submitted by the Supplier. In addition, the Supplier shall, upon request, allow the Customer to inspect and take copies of (or extracts from) all relevant records and materials of the Supplier relating to the supply of the Products as may be reasonably required to verify such matters.
12.3 All disputes concerning the Product Prices shall be resolved according to clause 25.

13. Terms of payment

13.1 The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.
13.2 The Customer shall pay invoices within 60 days of the end of the month in which they were received. Payment shall be made to the bank account nominated in writing by the Supplier.
13.3 If a party fails to make a payment due to the other party under this agreement by the due date, then, without limiting the other party's remedies under clause 19.2, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year when that base rate is below 0%.
13.4 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to the Supplier, the dispute shall be resolved according to clause 25. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 13.2. The Supplier's obligations to supply the Products shall not be affected by any payment dispute.
13.5 Each party may at any time, without notice to the other party, set off any liability of the other party to it against any liability it has to the other party, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by a party of its rights under this clause 13.5 shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

14. Compliance with laws and policies

14.1 In performing its obligations under the agreement, the Supplier shall, and shall ensure that each member of its Group complies with all applicable laws, statutes, regulations, and codes from time to time in force.
14.2 The Customer may terminate the agreement with immediate effect by providing written notice to the Supplier if the Supplier commits a breach of clause 14.1.

15. Indemnity

15.1 In this clause 14, Losses means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings, and loss of opportunity), fines, expenses, and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis), and reasonable professional costs and expenses.
15.2 The Supplier shall indemnify the Customer against all Losses incurred by the Customer as a result of:
(a) any claim that the supply, receipt, or use of the Products infringes the rights (including the Intellectual Property Rights) of any third party;
(b) any claim by a third party arising out of or in connection with defective Products supplied by the Supplier; or
(c) any breach by the Customer or Supplier of any terms and conditions, rules, or guidance issued by any website, platform, or service on which the Supplier's Products are sold by the Customer under any Proposal, where such breach arises as a result of the Products or Supplier's provision of the same.
15.3 If a payment due from the Supplier under this clause 15 is subject to tax (whether by way of direct assessment or withholding at its source), the payment amount shall be increased to ensure that the net receipt, after tax, to the Customer is the same as it would have been were the payment not subject to tax.

16. Insurance

16.1 During the Term and for a period of one year afterward, the Supplier shall maintain in force the following insurance policies with reputable insurance companies:
(a) public liability insurance at a level appropriate to the Customer's size and business practices; and
(b) product liability insurance at a level appropriate to the Customer's size and business practices.
16.2 The Supplier shall ensure that any subcontractors also maintain adequate insurance considering the obligations under this agreement which they are contracted to fulfill.
16.3 The Supplier shall:
(a) do nothing to invalidate any insurance policy or to prejudice the Customer's entitlement under it; and
(b) notify the Customer if any policy is (or will be) canceled or its terms are (or will be) subject to any material change.
16.4 The Supplier's liabilities under this agreement shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 16.1.

17. Limitation of liability

17.1 References to liability in this clause 17 include every kind of liability arising under or in connection with this agreement including liability:
(a) in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
(b) arising out of any use made or resale of the Products by the Customer, or of any product incorporating any of the Products.
17.2 Nothing in this agreement limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) breach of section 2 of the Consumer Protection Act 1987; or
(e) any liability that cannot legally be limited.
17.3 Nothing in this agreement shall limit any liability under clause 15 of this agreement.
17.4 Subject to clause 17.2, the Customer's total liability to the Supplier shall not exceed the sums paid to the Customer in respect of Orders during the 12 months immediately preceding the event giving rise to any such liability.
17.5 Indirect or consequential losses
Subject to clause 17.2 and clause 17.3, neither party shall be liable to the other for any indirect or consequential losses.

18. Confidentiality

18.1 Each party undertakes that it shall not at any time during this agreement and for a period of two years after termination of this agreement disclose to any person any Confidential Information, except as permitted by clause 18.2.
18.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives, contractors, subcontractors, 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 this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party's Confidential Information comply with this clause 18; and
(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
18.3 Neither party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
18.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement.

19. Termination

19.1 Without affecting any other right or remedy available to it, either party may terminate this agreement by giving no less than three months' written notice to the other party, provided that any notice to terminate served under this clause 19.1 shall not expire before the end of the Initial Term or then-current Extended Term.
19.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due, or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(e) the other party applies to the court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party;
(g) an application is made to the court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets, and such attachment or process is not discharged within 14 days;
(k) 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 19.2(c) to clause 19.2(j) (inclusive);
(l) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business;
(m) 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 this agreement is in jeopardy; or
(n) there is a change of control of the other party (within the meaning of Section 1124 of the Corporation Tax Act 2010).

20. Survival

20.1 Upon termination or expiry of this agreement the following clauses shall continue in force:
(a) clause 15 (Indemnity);
(b) clause 16 (Insurance);
(c) clause 17 (Limitation of liability);
(d) clause 18 (Confidentiality);
(e) clause 25 (Dispute resolution);
(f) clause 33 (Governing law); and
(g) clause 34 (Jurisdiction)
20.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach of the agreement which existed at or before the date of termination or expiry.

21. Force majeure

21.1 Force Majeure Event means any of the following:
(a) acts of God, flood, drought, earthquake, or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical, or biological contamination, or sonic boom;
(e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition;
(f) collapse of buildings, fire, explosion, or accident; and
(g) in the case of the Customer, non-performance or non-payment by the Customer's clients.
21.2 Subject to clause 21.3, a party (Affected Party) shall not be liable for any failure or delay in performing any of its obligations under this agreement for so long as, and to the extent that, its performance is directly prevented, hindered, or delayed by a Force Majeure Event.
21.3 Clause 21.2 will only apply if the Affected Party:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notifies the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on the Affected Party's ability to perform any of its obligations under this agreement;
(b) took reasonable precautions to prevent or minimize the Force Majeure Event; and
(c) uses all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
21.4 The Affected Party shall keep the other party informed of its endeavors under clause 21.3 and their outcome promptly upon request.
21.5 If the Affected Party has not resumed full performance of any obligations suspended under clause 21.2 within 60 days after giving notice of the start of the Force Majeure Event, the other party may terminate this agreement by giving written notice to the Affected Party.

22. Assignment and other dealings

22.1 Neither party shall assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

23. Costs

Except as expressly provided in this agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement.

24. Severance

24.1 If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
24.2 If any provision or part-provision of this agreement is deemed deleted according to clause 24.1 the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25. Multi-tiered dispute resolution procedure

25.1 If a dispute arises out of or in connection with this agreement or its performance, validity or enforceability (Dispute) then the parties shall follow the procedure set out in this clause:
(a) either party shall give to the other written notice of the Dispute, stating its nature and full particulars (Dispute notice), together with relevant supporting documents. On service of the Dispute notice, the Supplier and Customer shall attempt in good faith to resolve the Dispute;
(b) if the Supplier and the Customer are for any reason unable to resolve the Dispute within 30 business days of service of the Dispute notice, the parties agree to enter into mediation in good faith to settle the Dispute and will do so according to the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 30 days of service of the Dispute notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must provide written notice (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR;
(c) unless otherwise agreed between the parties, the mediation will start not later than 30 days after the date of the ADR notice.
25.2 The commencement of mediation shall not prevent the parties from commencing or continuing court proceedings.
25.3 If for any reason the Dispute is not resolved within 90 days of commencement of the mediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales according to clause 34.

26. Further assurance

At its own expense, each party shall, and shall use all reasonable endeavors to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required to give full effect to this agreement.

27. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

28. Waiver

28.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
28.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

29. Notices

29.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by prepaid first-class mail or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to an email address designated for such purposes or to the email address of a senior employee of the relevant party.
29.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by prepaid first-class mail or other next working day delivery service, at 9:00 am on the Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours where received, when Business Hours resume.
29.3 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.

30. Entire agreement

30.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, terms and conditions, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.
30.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
30.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

31. Third party rights

This agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

32. Counterparts

32.1 This agreement may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one agreement.

33. Governing law

This agreement 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 according to the law of England and Wales.

34. 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 this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.