Terms and Conditions of web site use

Herein, the use of the word "we" refers to Hestia Management Ltd.

This web site is copyright protected, under ownership of Hestia Management Ltd. The copyright includes the site layout design, all graphic files used to create the site, and all images used within the site.

You are not permitted to copy, use, modify or distribute material found within this site. This site falls within the Creative Commons Licence, which permits use of the site and its content for personal use only. Modification or distribution is not permitted and any profiting from its content is strictly prohibited by law. You may be prosecuted if you do not abide by these terms.

Our web-site may contain links to external web-sites, directing you away from our site when you click on them. These sites may be owned by a third party. We accept no responsibility for content displayed on third party web sites.

If you have any questions regarding our policies, please send us an email at info@hestia-management.co.uk or phone us on 0207 423 9933. Alternatively you can write to us via our contact page. Check our privacy policy for outlines of the information we collect. By using this web site and providing us with information, you consent to its use in line with our policies.

We do not display or keep any information on our web site that could be regarded as offensive or not viewable by minors. If you have any complaints about any of the content you have seen on our site, please contact us and we shall correct our content.

Some images within the site may have been taken in public spaces and as such may include depictions of persons unaware that their likeness is displayed within the public domain. Any such images where taken in accordance with relevant acts governing public privacy. All images are carefully vetted and no person’s rights have been violated by displaying any image.

This site contains a form where you may leave comments about us and your experiences with us. Any information you submit to our site for these purposes will be displayed on our page, and will be readable by the general public. You must be careful not include any offensive or private content when leaving comments. Any offensive content or content in breach of the Data Protection Act (1998) will be removed. We also reserve the right to remove any entry which we wish and are not bound to give explanation. We are not responsible for content displayed within our testimonial spaces, and are not liable for any offence or damage caused by content shown.

Privacy Statement

Hestia Management Ltd. respects the right to privacy of every individual who visits our web site.

Automatically collected information
Our server may collect some information automatically about the way you use our web site. This information may include your computers IP address, your operating platform, your browser type and the link you followed to get to our web site. Information automatically gathered by our server is not usually used by us and is not kept by our server. From time to time We may choose to view this information to optimize the way our web site is displayed or used. No personal information is gathered, used or saved.

Cookies
A Cookie is a small piece of information that is placed on your computer, and is used to differentiate you from other users accessing a site. Our site does not save any active cookies to your computer. Your browser may save some of our files to computers 'temporary internet files' in order to run our site faster on return. If you wish to remove these files, you can do so in your browser's 'tools' or 'options' menu, although keeping them will insure the site runs faster when you return.

Personal Information
Our web site may ask you to give some personal information while attempting to contact us. This information is used only for us to contact you with a reply to your request. We may keep your information for the period in which we correspond. If you do not stay with us as a client, we will no longer keep your personal information. No information is shared with third parties, and is only used internally for the purposes stated above. All information is handled in compliance with the Data Protection Act (1998).

Security
Any of your information that we keep on your behalf is kept secure. It may be kept on one or more of our desk-top computers on a secure network, protected by up-to-date firewalls, and may also be kept on our servers, also securely protected. All our data bases are housed behind secure firewalls that prevent unauthorized external users from accessing any data. They are also kept in a physically secure environment, where access is only available to security screened staff. We take all measures to make sure your information is kept safe, and will always implement security measures that are in line with, or exceed current best practices and recommendations. We accept no responsibility for unauthorized distribution of information through security breach or otherwise.

Terms and Conditions for the supply of goods and services

1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply herein these conditions.
Company: Hestia Management.
Conditions: these Terms and Conditions of Supply.
Contract: any contract between the Company and the Customer for the Supply of any Goods and/or Services, incorporating these conditions.
Customer: the person, firm or company who purchases the Goods and/or Services from the Company.
Goods: any goods agreed in the Contract to be supplied by the Company to the Customer (including any part or parts of them), including, but not limited to, any goods agreed to be supplied with, or in relation to, any Services.
Services: any services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them) including, but not limited to, any Services to be performed in relation to any Goods.
Supply: the sale of any Goods and/or the provision of any Services by the Company to the Customer. For the avoidance of doubt, any Goods so sold, and/or Services so provided, (or to be so sold or provided, as applicable), are Supplied.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these Conditions.

2. Application of Terms
2.1 Subject to any variation under Condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to the Supply of any and all Goods and Services by the Company and any variation to these Conditions and any representations about any Goods and/or Services shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods and/or Services by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods and/or Services subject to these Conditions.
2.5 No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued and executed by the Company.
2.6 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches a written acknowledgment of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.7 Without prejudice to the provisions of Condition 2.5, if the Customer wishes to change any order, (which, for the avoidance of doubt shall include, but shall not be limited to, any amendment, addition or substitution with respect to any specification), any such change is subject to acceptance by the Company and the Customer must pay any additional charges associated with fulfilling the changed order.
2.8 The Customer shall ensure that the terms of its order and/or any applicable specification are complete and accurate and are submitted to the Company within a sufficient time period such as will enable the Company to fulfil the Company’s obligations under the Contract.
2.9 Without limiting the generality of Condition 2.8, it shall be the Customer’s responsibility at the time of placing the Customer’s order to either provide, or to request the Company to provide, any parts, materials or fittings required to enable the Company to fulfil their obligations under the Contract and the Company will, at the Customer’s request, assist the Customer in determining what parts, materials and fittings shall be required as aforesaid. Without limitation, the Company only provides standard UK building, plumbing and wiring materials, parts and fittings and the Customer shall be solely responsible for ordering and paying for any required non-UK building, plumbing and wiring materials, parts or fittings.
2.10 Without limiting the generality of Condition 4.5 below, but having regard to Condition 2.9 above, the Company shall not be liable for any delay or the consequences of any delay, resulting from any waiting time for (a) additional parts, materials or fittings required after the placing of the Customer’s order or (b) new parts, materials or fittings required after the placing of the Customer’s order which are required because the parts, materials or fittings provided by the Customer have become broken or damaged during use by the Company; and in either event, the Company shall not be liable for costing any new work, parts, materials or fittings which may be required.

3. Description
3.1 The quantity and description of any Goods and/or Services shall be as set out in the Company's quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample.
3.3 If any Goods are to be produced, designed, built or configured and/or any process is to be applied to any Goods by or on behalf of the Company and/or any Services are to be performed by the Company in accordance with any specification submitted by the Customer, then, without limiting the generality of Condition 11, the Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by, the Company, in settlement of any claim for infringement of any patent, copyright, design, trade mark or any other intellectual property right of any other person, resulting from the Company’s use of any specification so submitted.
3.4 Subject to the provisions of Condition 9.2 (b), the Customer shall be solely responsible for ensuring the suitability of any Goods for any specific purpose.
3.5 Without prejudice to Condition 3.1, the Company shall use its reasonable efforts to supply the Goods and/or Services in accordance with any specification submitted by the Customer and approved by the Company, but may effect minor modifications to any such specification without the Customer’s approval.

4. Delivery and Performance
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods and/or the performance of the Services shall take place at the Customer’s place of business. All carriage charges in relation to the delivery of any Goods, including, without limitation, all costs in relation to transport, insurance and unloading, shall be borne by the Customer.
4.2 Any dates specified by the Company for delivery of the Goods and/or performance of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery and/or performance, as applicable, shall be within a reasonable time. Should expedited delivery of any Goods be agreed, the Company reserves the right to levy an expedited delivery charge.
4.3 The Services supplied under the Contract shall be provided by the Company to the Customer from the date of acceptance by the Company of the Customer's offer in accordance with condition 2.5, unless otherwise specified by the Company.
4.4 Subject to Condition 12, and unless the Company specifies that the Services shall not be provided on a repetitive basis, the Services shall be provided for such fixed period as the Company shall determine in advance.
4.5 Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or performance of the Services (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.6 If for any reason the Customer fails to accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) Risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);
(b) The Goods shall be deemed to have been delivered; and
(c) The Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); or
(d) Sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale of the Goods), charge the Customer for any shortfall below the price for the Goods.
4.7 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
4.9 With respect to any Services which the Company is to perform for the Customer, whether or not any such Services are to be performed at the Customer’s place of business or at any other place (in each case, ‘the Site’ ) the Customer shall:
(a) Co-operate with the Company in all matters relating to the provision of the Services;
(b) provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with such uninterrupted access to the Site together with any other facilities as may be required by the Company; and
(c) effect and maintain appropriate insurance in an adequate amount with respect to all possible risks which may arise in connection with the deployment of any person engaged by the Company to perform the Services at the Site and shall, at the Company’s request, provide such evidence of such insurance as the Company may reasonably require.
4.10 If the Company's performance of its obligations under the Contract is prevented, delayed, suspended or interrupted by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges, expenses or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay. Without limitation, any call-out requesting that the Company remedy any fault or defect in the Services provided by the Company shall be charged to the Customer at £65.00 plus VAT (with a one-hour minimum) where the Company is able to determine that the fault or defect was not occasioned by the Company.
4.11 The Customer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from any act or omission of the Customer (or its agents, subcontractors, consultants or employees), which directly or indirectly prevents, suspends, delays, or otherwise adversely affects, or varies, the performance of any obligation of the Company under the Contract or otherwise, or which arises directly or indirectly from the Customer's fraud, negligence, failure to perform, suspension or delay in the performance of any of its obligations under the Contract or otherwise, subject to the Company confirming such costs, charges and losses to the Customer in writing.
4.12 If the Company discovers, before or during the performance of the Services, problems at the Site which materially affect the Company’s ability to perform the Services in accordance with the Company’s standards at the price quoted, (including, but not limited to, any remedial works required in connection with any work undertaken by any other provider of goods and/or services) it shall be free to vary the price. Without limitation, any additional costs caused by any delay in the performance of the Services, or any suspension of performance, at the Site (for reasons beyond the control of the Company) e g industrial action, shall be treated as a variation to the Customer’s original order and the Customer shall be liable for any such additional costs.
4.13 The Customer shall not, without the prior written consent of the Company, whether acting on the Customer’s own account, on behalf of, or with any other person (including any person which the Customer directs to act on its behalf) , at any time from the date of the Contract to the expiry of 6 months after the last date of Supply of the Services, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
4.14 Any consent given by the Company in accordance with Condition 4.13 shall be subject to the Customer paying to the Company a sum equivalent to 15% of the then current annual remuneration of the Company's employee, consultant or subcontractor.

5. Non-Delivery
5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of the Goods (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non- delivery within 3 days of the date when the Goods would in the ordinary course of events has been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. Risk/Title
6.1 The Goods are at the risk of the Customer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) The Goods; and
(b) All other sums which are or which become due to the Company from the Customer on any account.
6.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
(a) Hold the Goods on a fiduciary basis as the Company's bailee;
(b) Store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;
(c) Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) Maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
6.4 The Customer's right to possession of the Goods shall terminate immediately if:
(a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
(b) the Customer suffers or allows any execution, distress or diligence, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or a secured lender to the Customer takes any steps to obtain possession of the secured property or otherwise enforce its security, or the Customer ceases to trade; or
(c) The Customer encumbers or in any way charges any of the Goods.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.6 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or otherwise located, but in any event, and without limitation, hereby undertakes to secure access at any time to any such premises for the Company, its agents and employees in order to inspect the Goods, or, where the Customer's right to possession has terminated, to recover them.
6.7 The provisions of this Condition 6 shall apply to all Goods notwithstanding the conversion of any Goods by virtue of the admixture of the Goods with any other materials.

7. Price
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods and/or Services shall be the price set out in the Company’s written acknowledgment of order issued pursuant to Condition 2.5.
7.2 The price for the Goods and/or Services shall be exclusive of any value added tax.
7.3 The Customer shall pay to the Company any additional sums which, in the Company’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any order or specification or any other cause attributable to the Customer. The Company reserves the right to increase the price of any Goods or Services due to any change in delivery dates, quantities or specifications for the Goods or the Services requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
7.4 Without prejudice to Condition 7.3, the Company may review and increase the price for any Services where the cost of such Services is difficult to predict in advance, provided that the Company gives the Customer written notice of any such increase.

8. Payment
8.1 The price for the Goods and/or Services shall be paid by the Customer to the Company within 14 days of the date of the relevant Company invoice therefor.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared funds.
8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
8.6 If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 6% above the Bank of England base rate from time to time, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
8.7 Without prejudice to Condition 8.6, any failure by the Customer to pay the Company any sum by the due date for payment and/or the occurrence of any one or more of the events set forth in Condition 6.4 shall entitle the Company, at any time and without notice to the Customer and without limitation to any other remedy available to the Company under these Conditions, the Contract, or otherwise:
(a) To suspend or cancel the further delivery of any Goods and/or the performance of any Services, including, without limitation, stopping the delivery of any Goods in transit; and
(b) To treat the Contract as having been repudiated by the Customer.

9. Warrenties
9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these Conditions):
(a) On delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b) if the Customer has made it expressly known to the Company in the Customer’s order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in the acknowledgment of order that it will supply Goods suitable for that purpose, then the Goods shall, on delivery, be reasonably fit for the purpose so stated; and
(c) Any Services will be performed with reasonable skill and care.
9.3 The Company shall not be liable for a breach of any of the warranties in Condition 9.2 unless:
(a) The Customer gives written notice of the defect to the Company (and also to the carrier, if the defect is a result of damage to any Goods in transit), within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
(b) The Company is given a reasonable opportunity after receiving the notice, of examining any Goods which the Customer has alleged to be defective and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of any of the warranties in Condition 9.2 if:
(a) the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect; or
(b) the Customer or any third party alters or repairs the Goods and/or interferes with any work, or the results of any work, undertaken by the Company in providing the Services, without the prior written consent of the Company; or
(c) The defect arises because the Customer failed to follow any oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(d) the defect arises from any specification supplied by the Customer, or from fair wear and tear, wilful damage, negligence, abnormal working conditions or from any misuse of the Goods; or
(e) The full price for the Goods and/or Services has not been paid by the time for payment stipulated in Condition 8.1; or
(f) The defect is of a type specifically excluded by the Company by notice in writing.
9.5 Subject to Condition 9.3 and Condition 9.4, if any of the Goods and/or Services do not conform to any of the warranties in Condition 9.2:
(a) the Company shall at its option repair or replace any such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, at the Company's expense, return the Goods or the part of such Goods which are defective to the Company. The Company shall, if it opts to replace the defective Goods, then deliver replacement Goods to the Customer at the Customer’s premises (at the Company’s expense), and ownership of the defective Goods shall, if it has vested in the Customer, re-vest in the Company; and
(b) The Company shall re-perform any Services which are proved to the reasonable satisfaction of the Company not to have been performed with reasonable skill and care, or at the Company’s option, shall refund any monies already paid by the Customer for any such Services.
9.6 If the Company complies with Condition 9.5 it shall have no further liability for a breach of any of the warranties in Condition 9.2 in respect of such Goods.

10. Limitations of Liability
10.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) Any breach of these Conditions;
(b) Any use made of the Services, or use of, or resale by the Customer, of any of the Goods, or of any product incorporating any of the Goods; and
(c) Any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Company:
(a) For death or personal injury caused by the Company's negligence; or
(b) Under section 2(3), Consumer Protection Act 1987; or
(c) For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) For fraud or fraudulent misrepresentation.
10.4 Subject to Condition 10.2 and Condition 10.3:
(a) The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever or howsoever caused, which arise out of or in connection with the Contract.

11. Indemnity
The Customer shall hold the Company harmless and keep the Company indemnified in full and shall be liable to pay to the Company, on demand, all reasonable costs, charges, losses or expenses (including legal and other professional fees and expenses) sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those losses arising from injury to or the death of any person and loss of opportunity to deploy resources elsewhere), arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of, or breach of, any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.

12. Termination
12.1 Without prejudice to any other available rights or remedies, the Contract may be terminated immediately upon written notice from the Company to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
(b) the Customer commits a recurring or material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of receipt of written notice of the breach from the Company; or
(c) Any of the events set forth in Condition 6.4 occurs or seems, in the reasonable opinion of the Company, likely to occur; or
(d) The Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
12.2 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
(b) The accrued rights and liabilities of the Company as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
12.3 On termination of the Contract (however arising), Conditions 9-12 shall survive and continue in full force and effect.

13. Assignment and subcontracting
The Company, but not the Customer, may assign the Contract or any part of it to any person, firm or company and may subcontract any or all of its obligations under any part of the Contract.

14. Force Majeure
The Company reserves the right to defer the date of delivery and/or performance, or to cancel the Contract or reduce the volume of the Goods and/or Services ordered by the Customer (without liability to the Customer) if it is prevented from, or delayed in, the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

15. General
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
15.2 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
15.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly unenforceable or unreasonable it shall to the extent of such unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provisions shall continue in full force and effect.
15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.