Terms & Conditions

Please carefully review this contract and all of its terms. Your attention is in particular drawn to the provisions of clauses 1 (Definitions), 3 (Order), 4 (Delivery), 7 (Vehicle), 9 (Title, Risk and Insurance), 11 (Your Responsibilities), 12 (Liability) and 14 (Termination).

If you accept all of the terms and conditions set out in the agreement please tick the "I Accept these terms and conditions box" on the order form.

SUPPLEMENTARY CHARGES NOT INCLUDED

Description Detail Charge
Refueling Subject to change without notice Up to £1.99 per litre
Administration Fee Traffic, Parking, Congestion Charges and Damage Claims £35.00
Abortive Delivery/Collection Subject to agreement at the time of cancelation. One days rental charge
Out of Hours Charge Delivery/Collection outside of working hours i.e Sundays £75.00
One Way Rentals Advanced notice and approval required £20.00
Vehicle taken abroad Advanced notice and approval required £129.99
VAT Subject to change 20.00%
Excess Mileage 1-27 day rentals - 72 miles per day Unlimited
Excess Mileage 28 day + rentals - 2000 miles per 28 days £0.25ppm

Parties

(1) [FOWND] LIMITED, a company incorporated and registered in Equipoint, 1506 – 1508 Coventry Road, Yardley, B25 8AD (‘we’, ‘us’ or ‘our’); and

(2) (‘you’ or ‘your’) Must be a company incorporated and registered in England and Wales, the person placing the order must be an authorised representative and have permission from the company to rent on the companies behalf.

The driver must meet the following criteria to rent vehicles from us, if you accept these terms and do not meet this criteria then we will be entitled to cancel the order/delivery but charge you for the rental without giving you access to the vehicle:

  • A Full UK drivers licence that was issued 12 months prior to the start of the rental.
  • If you are collecting or returning the vehicle to an airport, you must have a Passport to present as identification.
  • You must be over 24 years of age to rent a vehicle. (Younger drivers 21-­‐24 have an additional charge)
  • You must have a valid credit or debit card for the duration of the rental
  • Endorsement’s, the following restrictions apply:
    • IN10 – Acceptable after 4 years after date of offence.
    • UT endorsements are not accepted in any circumstances
    • DD/DR – Accepted after 5 years after date of offence.
    • CD – Acceptable after 5 years after date of offence
    • Two or more periods of disqualification for any offence are not accepted in any circumstances.
    • Any other conviction with a period of disqualification of 6 months or more – Acceptable after 5 years after the disqualification has ended.

1. Interpretation

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

Business Day: a day (other than Saturday, Sunday or public holiday).

Collect or Collection: the transfer of control of the Vehicle back to the Supplier. Collection Location: the location of the Vehicle at the time of Collection.

Commencement Date: the date of Delivery.

Delivery: the transfer of control of the Vehicle to you.

Delivery Location: the location specified for Delivery and provided at the time of submitting an Order.

Driver(s): means the one or more individuals that will be driving the Vehicle.

Email Address: orders@fownd.co.uk.

Hire Period: the duration of your hire of the Vehicle starting on the Commencement Date and ending in accordance with the terms of this agreement;

Order(s): one or more orders for a Vehicle, submitted via this website in accordance with clause 3.

Permitted Mileage: the mileage that the Vehicle travels from the moment it leaves the Supplier’s premises in order to be Delivered until the Vehicle returns to the Supplier’s premises after Collection.

Supplier: means any and all third party suppliers contracted by us to provide each Vehicle for hire.

Rental Payments: the payments to be made by you for the hire of each Vehicle.

Rental Period: the period of hire as set out in clause 3.

Total Loss: the Vehicle is, in our reasonable opinion or the opinion of the Vehicle’s insurer(s) from time to time, damaged beyond repair, lost, stolen, seized or confiscated.

Vehicle: the one or more motor vehicles ordered for hire through us and supplied to you by a Supplier and includes all substitutions, replacements or renewals of such vehicles and all related accessories, manuals and instructions provided with it.

Vehicle Condition Report: a report provided at Delivery and Collection showing the condition of the Vehicle on each occasion.

Website: www.fownd.co.uk.

Working Hours: 08:30hrs to 17:30hrs Monday to Friday (excluding public & bank holidays)

Delivery and Collection Hours: 08:00hrs to 18:00hrs Monday to Friday and 09:00hrs to 12:00hrs Saturday (excluding public & bank holidays)

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) and that person's legal and personal representatives, successors and permitted assigns.

1.4 The supplementary charges 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 website.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-­‐enactment, and includes any subordinate legislation for the time being in force made under it.

1.9 A reference to writing or written includes faxes and e-­‐mail provided all e-­‐mails are directed to the Email Address.

1.10 References to clauses and schedules are to the clauses and schedules of this agreement. References to paragraphs are to paragraphs of the relevant schedule.

1.11 Any words following the terms including, include, in particular 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. Vehicle Hire

2.1 We shall hire the Vehicle to you subject to the terms and conditions of this agreement and as consideration for the Rental Payments.
2.2 Each Vehicle shall be roadworthy, in good working order, taxed, clean inside and out (subject to weather) and comply with all applicable road transport legislation from time to time in force.

3. Order

3.1 A valid Order must include the following:

(a) the name(s) of the proposed Driver;

(b) the company name;

(c) type of Vehicle required;

(d) Delivery Location;

(e) contact telephone number;

(f) dates / times for Delivery

(g) dates / times for Collection and

(h) Valid Credit or Debit card details.

3.2 Orders are submitted by sending the details specified in clause 3.1 by using the bookings facility available on our Website.

3.3 We have up to two Business Days following the collection date to collect the vehicle.The Vehicle must be available for Collection at any time during this period. In the event a Supplier is unable to Collect the Vehicle during this period as a result of something done or omitted to be done by you, then you shall be required to make payment of any additional costs incurred as a result, to be charged by us at our sole discretion, along with Rental Payments which shall continue to be payable until the Vehicle can be Collected.

3.4 If we are unable to make contact with you within two Business Days pursuant to clause 3.3, we shall be entitled to assume that the Vehicle has been stolen and take all measures we deem necessary to recover the Vehicle, and you shall be responsible for the reasonable charges incurred in connection with this as well as Rental Payments as if your continued use and/or possession of the Vehicle formed part of the Hire Period.

3.5 In the event you require Delivery or Collection outside of Working Hours you must contact us in advance so that we can confirm whether or not this is possible. If it is possible, we shall be entitled to charge an additional fee at our discretion.

3.6 You may only Order a Vehicle for one-­‐way hire by prior arrangement with us. In the event you use a Vehicle for one-­‐way hire without agreeing this with us in advance we retain the right to charge an additional collection fee at our discretion and which will be dependent on the distance from the Collection Location to the Delivery Location.

3.7 We shall charge an additional fee in circumstances where the Delivery Location is a UK airport and where the Supplier has incurred toll fees/charges when carrying out Delivery of the Vehicle, these will be included in your price at checkout.

4. Delivery

4.1 Delivery of the Vehicle shall be made by the Supplier who shall use all reasonable endeavours to effect Delivery by the date and time stipulated in the Order.

4.2 You shall ensure that a duly authorised representative shall be present at Delivery and if no such representative is available then the Supplier shall be at liberty to cancel Delivery whilst you remain liable for any costs associated with the Supplier having to cancel Delivery and for all Rental Payments from the time Delivery should have taken place. In the event the Supplier wishes to continue with Delivery and leave the keys and vehicle condition report in a secure location for you to take possession of at a later time, then the terms of clause 10.2 shall apply.

4.3 You shall ensure that at Delivery the Supplier has access to the Delivery Location. In the event that the Supplier is unable to access the Delivery Location for any reason, you shall be liable for any costs associated with the Supplier having to cancel the Delivery whilst also remaining liable for Rental Payments from the time Delivery should have taken place.

5. Rental Period

The Hire Period starts on the Commencement Date and shall continue until the collection date, time and location given at time of booking.

6. Driver

6.1 You must ensure that the Driver has a valid and up to date driving licence, which is appropriate to drive the type of Vehicle hired by you.

6.2 A valid driving licence must be available to be checked by us prior to Delivery or by the Supplier at Delivery. In the event any of the Drivers have over 6 penalty points or past endorsments, you must inform us of this in advance of Delivery so that we can confirm whether or not this is acceptable for the type of vehicle your ordering.

7. Vehicles

7.1 We shall be responsible for all routine servicing and maintenance of the Vehicle, but for the avoidance of doubt this does not include:

(a) the repair of interior or exterior damage that occurs during the Hire Period, including damage to tyres, batteries and exhausts;

(b) the replacement of fuel and oil that is used during the Hire Period, delivery or collection;

(c) the replacement and/or repair of damage incurred during the Hire Period to windscreens; and

(d) servicing maintenance or repairs carried out to the Vehicle without our prior written authority.

7.2 Pursuant to clause 7.1 the cost of making good (either by the repair or replacement of items) all damage to tyres, batteries, exhausts and windscreens caused during the Hire Period shall be recharged to you.. You agree to provide a valid debit or credit card to cover this cost within two Business Days of receiving request from us. In the event you fail to provide a valid debit or credit card as requested, then we shall be entitled to invoice these costs in accordance with clause 8 below.

7.3 For each Vehicle used for a Hire Period of up to 28 days the Permitted Mileage is unlimited.

7.4 For each Vehicle used for a Hire Period in excess of 28 days then the Permitted Mileage for each day in excess of the 28 days shall be 75 miles (“Daily Mileage Allowance”). We shall be entitled to charge a fee at our sole discretion for each mile travelled in excess of the Daily Mileage Allowance.

7.5 You agree to provide accurate mileage readings to us or the Supplier upon request.

8. Billing

8.1 Charges for the use of each Vehicle shall be calculated daily (24hrs is equal to one day) and shall be billed by us at the point of checking out on the website. In accordance with clause 8.2 below all invoices issued by us are payable by you upon presentation of them.

8.2 We shall raise invoices at any time following the expiry of the Hire Period for any amounts not already billed by us on that date, these amounts can be for, but not limited to; Speeding Fines, Insurance or Damage Excesses, PCN’s and Fuel shortages.

8.3 You shall be entitled to query the invoice during the period of 14 days following the date stipulated on it. Following that, you shall be deemed to have irrevocably accepted liability for the invoice in full.

8.4 All amounts due under this agreement shall be paid by you in full without any deduction or withholding, and you shall not be entitled to claim set-­‐off or to counterclaim against us in relation to the payment of the whole or part of any such amount.

8.5 We shall charge without having to give prior notice, at rates to be confirmed from time to time in our sole discretion for the amount of any shortfall in fuel in the Vehicle at the time of Collection in comparison to the amount of fuel in the Vehicle at the time of its departure from the Supplier.

8.6 If you fail to pay all or part of any invoice or any other sum payable under this agreement by the due date for payment under this agreement then, without limiting our rights under clause 15.1, you shall pay interest on such sums for the period from and including the due date of payment up to the actual date of payment, whether before or after judgment. The interest shall be paid at the rate of 6 per cent per annum above the base lending rate from time to time of the Royal Bank of Scotland Plc.

8.7 We shall be entitled to recover from you, without having to give prior notice, any parking, fixed penalty, congestion charge fines or other costs incurred by you during the Hire Period and you agree to indemnify us in full against all and any losses, costs, claims and expenses suffered or incurred by us arising out of such charges/fines.

9. Title, risk and insurance

9.1 The risk of loss, theft, damage or destruction of the Vehicle shall pass to you on Delivery. The Vehicle shall remain at your sole risk during the Hire Period and until such time as the vehicle is Collected (the “Risk Period”). During the Risk Period if you have not asked us to insure the Vehicle then you shall, at your own expense, obtain and maintain the following insurances:

(a) a policy of motoring insurance that meets the requirements of all applicable legislation in respect of all Drivers;

(b) comprehensive insurance of the Vehicle to a value not less than its full replacement value against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the we may from time to time require by confirming it in writing;

(c) insurance for such amounts as a prudent owner or user of the Vehicle would insure for, or such amount as we may from time to time reasonably require, to cover any third party, employee liability and public liability risks of whatever nature and however arising in connection with your use of the Vehicle; and

(d) insurance against such other or further risks relating to the Vehicle as may be required by law, together with such other insurance as the we may from time to time consider reasonably necessary.

9.2 It is your responsibility to ensure all Drivers fully comply with the terms and conditions of all insurance policies relating to their use of the Vehicle.

9.3 You agree to do all things necessary to assist us or the Supplier in making any claim through any insurance policy.

9.4 You shall notify us immediately in the event of any loss, accident or damage to the Vehicle and provide details we require about the incident.

9.5 When the vehicle is returned to the Supplier we will then provide you with the estimate given to us by the Supplier for repairing the damage to the Vehicle so that you can verify the damage claim.

9.6 In the event the costs to repair any damage caused to the Vehicle which is your responsibility is equal to or less than the insurance excess you shall be entitled to pay this directly to us once the costs of the repair work have been verified. In the event the costs of repair are greater than the insurance excess then you shall be entitled to pay us the full excess amount as shown at the point of order.

9.7 The Vehicle shall at all times remain the property of its owner, and you shall have no right, title or interest in or to the Vehicle (save the right to possession and use of the Vehicle subject to the terms and conditions of this agreement).

9.8 You acknowledge that any property kept within the Vehicle is left at your and/or the Driver’s risk and you accept that we have no responsibility for such property left in the Vehicle from time to time or at the time of Collection.

9.9 In the event the Vehicle is returned in an unacceptable or overly dirty condition that could be considered to precluded it being hireable, then we shall be entitled to engage a third party valet company to clean the Vehicle and upon presentation of an invoice and supporting images of the Vehicle’s condition you shall be charged at cost plus an administration fee.

9.10 Should any ancillary items that were present in or with the Vehicle at the time of Delivery (e.g. items including but not limited to keys, tax disc, first aid kit, spare wheels, jack and handbooks) be missing at the time of Collection then we shall be entitled to charge you for replacement items at the manufacture’s recommended retail price plus 10 per cent and any applicable taxes.

10. Vehicle Condition Report

10.1 It is your responsibility to ensure that you receive a Vehicle Condition Report at Delivery and Collection and that you agree with the contents of each, prior to accepting Delivery or releasing the Vehicle for Collection and signing the applicable Vehicle Condition Reports.

10.2 In the event you notice any damage to the Vehicle which is not reported in the Vehicle Condition Report provided at Delivery then you must ensure that such damage is included in the report prior to signing the same. In the event you fail to make a representative available to verify the accuracy of the report at Delivery and sign it then you will be liable for the damage at the end of the Hire Period.

10.3 You shall be responsible for all damage caused to the Vehicle during the Hire Period as evidenced in the Vehicle Condition Report provided at Collection. Your acceptance of this liability shall be irrevocable upon signing the Vehicle Condition Report at Collection. In the event you fail to ensure that an authorised representative is available to check and sign the Vehicle Condition Report at the time of Collection, then you shall be deemed to accept this liability. In cases where we have agreed to collect the Vehicle outside of Working Hours, you shall have one Business Day to dispute the Vehicle Condition Report left at the Collection Location prior to your deemed acceptance of this liability. You will be liable for the cost up to the excess amount.

10.4 In the event visibility is poor (e.g. night time, significantly dirty Vehicle, Vehicle is covered in snow or rain) at the time of Collection and we are unable to accurately ascertain the condition of the Vehicle for the purposes of the Vehicle Condition Report then the Vehicle Condition Report shall be completed once the Supplier returns the Vehicle to its depot. You shall, as soon as possible thereafter, be provided with a copy of the Vehicle Condition Report and upon receipt you will have one Business Day to dispute it prior to your deemed acceptance of this liability.

10.5 In the event the Supplier identifies damage to the Vehicle which is discoverable only as a result of the Supplier driving the Vehicle back to its depot, then you shall be provided with an amended Vehicle Condition Report as soon as possible and you will have one Business Day after you receive the amended report to dispute it prior to your deemed acceptance of liability for the damage described in the report.

11. Your Responsibilities

11.1 You shall during the term of this agreement:

(a) obtain our prior written consent before taking the Vehicle outside of the United Kingdom and we shall be entitled to charge an additional fee in connection with this;

(b) ensure that the Drivers drive the vehicle in accordance with all applicable legislation;

(c) ensure that the Vehicle is kept and operated in a suitable manner and in accordance with all applicable legislation, used only for the purposes for which it is designed, and driven sensibly;

(d) subject to the other terms of this agreement, maintain the Vehicle at your own expense in good and substantial repair in order to keep it in as good condition as it was on the Commencement Date (fair wear and tear only excepted);

(e) ensure that the Vehicle is kept clean and tidy;

(f) ensure that whilst you are using the Vehicle that you inform us when it requires servicing so that we can make arrangements for the Supplier to service it;

(g) make no alteration to the Vehicle and shall not remove or replace any existing component(s);

(h) keep us fully informed of all material matters relating to the Vehicle;

(i) keep the Vehicle at all times in your possession or control, unless you obtain our written consent that this term shall not apply in which case you must keep us informed of the Vehicle’s location from time to time;

(j) permit us or the Supplier to inspect the Vehicle at all reasonable times and for such purpose to enter upon any of your properties or any premises at which the Vehicle may be located, and you shall grant reasonable access and facilities for such inspection;

(k) surrender the Vehicle to us or our Supplier immediately upon receipt of written notice and allow us or our Supplier access to the location where the Vehicle is located in the event you own the property where the Vehicle is located or provide all assistance you are able to ensure that we can gain access to the relevant location;

(l) not, without our prior written consent part with control of (including for the purposes of repair or maintenance) the Vehicle or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

(m) not suffer or permit the Vehicle to be confiscated, seized or taken out of your possession or control under any distress, execution or other legal process, but if the Vehicle is so confiscated, seized or taken, you shall notify us and you shall at your sole expense use your best endeavours to procure an immediate release of the Vehicle and shall indemnify us on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

(n) not use the Vehicle for any unlawful purpose;

(o) allow the Supplier access to your property or any premises where the

Vehicle is located for the purpose of Collecting it;

(p) not do or permit to be done anything which could invalidate the insurances referred to in Clause 9;

(q) you shall indemnify and keep us indemnified in full and on demand from and against all and any losses, costs, claims and expenses suffered or incurred by us arising out of any unauthorised repair and/or mechanical work you carry out or request to be carried to the Vehicle; and

(r) respond promptly to all enquiries raised by us relating to the supply of the Vehicle.

11.2 You acknowledge that we shall not be responsible for any loss of or damage to the Vehicle arising out of or in connection with any negligence, misuse, mishandling of the Vehicle or otherwise caused by you or your officers, employees, agents and contractors, and you undertake to indemnify us on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by you to comply with the terms of this agreement.

12. Warranty

We warrant that the Vehicle shall substantially conform to its specification, be of satisfactory quality and fit for the purpose held out by us.

13. Liability

13.1 Without prejudice to clause 13.2, our maximum aggregate liability for breach of this agreement (including any liability for the acts or omissions of our employees, agents, Supplier and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the total value of the Rental Payments under the Hire Period which the liability relates to.

13.2 Nothing in this agreement shall exclude or in any way limit:

(a) either party's liability for death or personal injury caused by its own negligence; and

(b) either party's liability for fraud or fraudulent misrepresentation.

13.3 This agreement sets out the full extent of our obligations and liabilities in respect of the Vehicle and its hiring to you. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding us except as specifically stated in this agreement. Any condition, warranty or other term concerning the Vehicle which might otherwise be implied into or incorporated within this agreement, whether by statute, common law or otherwise, is expressly excluded to the extent permitted by law.

13.4 Without prejudice to clause 13.2, we shall not be liable under this agreement for any:

(a) loss of profit;

(b) loss of revenue

(c) loss of business; or

(d) any other direct, indirect or consequential loss or damage, in each case, however caused, even if foreseeable.

14. Total Loss

If a Total Loss occurs then the insurance excess is due, as detailed at the point of order. The excess shall be immediately payable upon receipt of invoice.

15. Termination

15.1 We may, without prejudice to any other right or remedy which may be available to us, terminate this agreement immediately by written notice to you if:

(a) you breach any of the terms of this agreement;

(b) you do or allow anything to be done which prejudices or might prejudice the Supplier’s rights to and or in the Vehicle;

(c) you default or we have reason to believe you may default in any of your payment obligations;

(d) you suspend, or threaten to suspend, payment of your debts or you are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; or

(e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction; or

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction; or

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you; or

(h) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; or

(j) a creditor or encumbrancer of yours 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 your assets and such attachment or process is not discharged within 14 days; or

(k) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(d) to clause 15.1(j) (inclusive); or

(l) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business.

15.2 Upon termination of this agreement, however caused:

(a) our consent to your possession of the Vehicle shall immediately terminate and we may or our Supplier may without notice and at your expense, retake possession of the Vehicle and for this purpose may enter any land, property or premises at which the Vehicle is located; and

(b) without prejudice to any other rights or remedies you shall pay to us (upto the excess amount) on demand:

(i) all sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 8.7;

(ii) any costs and expenses incurred by us in recovering the Vehicle and/or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs).

15.3 Upon termination of this agreement pursuant to clause 15.1, or any other repudiation of this agreement by you which is accepted by us, you shall pay to us on demand, in addition to any sums payable pursuant to clause 15.2, as agreed compensation for our loss, a sum equal to the whole of the amount that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Hire Period.

15.4 Termination of this agreement shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.

16. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or
failure result from events, circumstances or causes beyond its reasonable control, and in such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-­‐performance continues for 1 week the party not affected may terminate this agreement by giving 2 Business Days' written notice to other party.

17. Confidential Information

17.1 Neither party shall, during and after termination of this agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.

17.2 Each party shall on demand and on termination of this agreement surrender to the other party all materials relating to such confidential information in its or its personnel's, agents' or representatives' possession.

18. Entire Agreement and Variation

18.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

18.2 Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.

18.3 Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

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

19. Contracts (Rights of Third Parties) Act 1999

19.1 A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 other than the Supplier to the extent permitted under the terms of this Agreement.

19.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement.

20. Notices

20.1 Any notice or other communication required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by pre-­‐paid post or recorded delivery or by commercial courier.

20.2 Any notice or other communication shall be deemed to have been duly received:

(a) if delivered personally, when left at the delivery address;

(b) if sent by commercial courier, on the date and at the time of signature of the courier's delivery receipt; or

(c) if sent by pre-­‐paid post or recorded delivery, 9.00 am on the second

Business Day after posting..

20.3 A notice or other communication required to be given under this agreement shall not be validly given if sent by e-­‐mail.

20.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

21. No Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

22. Severance

22.1 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-­‐ provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.

22.2 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

23. Governing Law and Jurisdiction

23.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law.

23.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.