1. DEFINITIONS.
In these Conditions, the following definitions apply:
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions.
Content: content required for a Deliverable including but not limited to any images, text, trademarks (registered or unregistered), domain names or data lists.
Contract: the contract between Glue and You for the supply of the Deliverables.
Deliverables: the services, materials, products and/or website to be supplied by Glue or the uploading or hosting of a website by Glue – subject to additional Hosting Conditions as set out in the Proposal.
Glue: Glue Creative Production Solutions Limited registered in England and Wales with company number 04289767 and operating at Union Works, 29 Mowbray Street, Sheffield, South Yorkshire, S3 8EN.
Hosting Conditions: the additional conditions applicable where Glue hosts Your website as attached hereto or otherwise available at [www. http://www.fasthosts.co.uk].
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Job Cost: the fee charged to You for the Deliverables.
Liability / Liable: liability for any and all damages, claims, proceedings, actions, awards, damages, costs, legal costs and expenses and any other liability of any kind.
Materials: materials (such as paper, tooling, stencils) or equipment.
Order: any means by which you supply an order number such as on Your purchase order or Your acceptance of Glue’s Proposal.
Proposal: Glue’s proposal for the provision of Deliverables including Job Cost, specification, payment terms and other relevant information capable of acceptance by You by as an Order. You: the customer (a person or firm) purchasing the Deliverables from Glue.
2. THE CONTRACT
2.1 The Order constitutes an offer by You to pur chase the Deliverables in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Glue has communicated its acceptance of the Order or otherwise starts work on the Deliverables, at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Glue which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by Glue and any descriptions or illustration of the Deliverables contained in Glue’s catalogues or third party brochures are issued or published for the sole purpose of giving an approximate idea of the Deliverables described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any Proposal given by Glue shall not constitute an offer, and is only valid for a period of 20 working days from its date of issue unless otherwise stated on the Proposal. Glue reserves the right to withdraw a Proposal at any time prior to the Commencement Date.
2.7 Minimum order quantities may apply for some printing and product requirements.
3. PROPOSALS, DELIVERABLES AND CHANGES
3.1 The Job Cost and any pre-set dates for supply (in respect of which time shall not be of the essence) of the Deliverables will be agreed on the basis of the Proposal, and therefore any changes to it after the entering into the Contract, whether resulting from alterations by You, delay in providing Glue with materials, information, instructions or authorisations, supply of faulty materials to Glue by You, or any other circumstances beyond Glue’s control will be subject to additional charges for Glue’s time and work and may involve delays in supply for which Glue shall not be Liable.
3.2 Glue reserves the right to charge for any additional work carried out as a result of any alterations made to the Proposal for any reason.
3.3 Glue reserves the right to make changes to the Proposal as required from time to time by law provided that they do not have a material adverse effect on the quality of the Deliverables.
3.4 You shall be responsible for checking and approving the Proposal and satisfying Yourself that the Proposal is accurate and adequate for the Deliverables required and more specifically:
(a) in the case of website design by confirming that all site maps, key words, layouts, texts and images are
appropriate and in accordance with Your requirements;
(b) in the case of all other Deliverables by confirming that all copy, layouts, scripts, storyboards, designs,
images and product mock-ups are appropriate and in accordance with Your requirements.
(c) if the Deliverables include website hosting services, where Glue agrees to host the website on a shared server, You will not have access to the server unless otherwise confirmed in writing by Glue and You acknowledge that the Hosting Conditions will also apply to this Deliverable.
4. APPROVAL OF DELIVERABLES
4.1 Written approval (Sign Off) (which shall include Your approval as confirmed by e-mail, skype or any other written method as agreed by the parties) to Glue by You of any material provided for approval (including but not limited to items listed in Clause 3.4) and the like will constitute Your acceptance of such material and Glue’s authority to proceed with production of the Deliverables as appropriate.
4.2 Where artwork or other material is sent to You for Sign Off, You shall check it carefully and notify Glue by e-mail, skype or any other written method as agreed by the parties of any errors or alterations.
4.3 You will be deemed to have accepted copy, layouts, scripts, storyboards, designs and site maps and the like provided to You by Glue for acceptance if You have neither provided Glue with written approval (as provided in clause 4.1) or any notice of errors or amendments (as provided by clause 4.2) within 10 working days after the same was provided to You (Deemed Acceptance).
4.4 Glue will use reasonable endeavours to effect any changes so notified by You pursuant to clause
4.2 but reserves the right to an amount in addition to the Job Cost if any of these alterations go beyond the original accepted Proposal.
4.5 Where notification by You of errors is either received by Glue after Sign Off or Deemed Acceptance, Glue will not be Liable in respect of such errors.
4.6 Glue will not be Liable for errors occurring in circumstances where You do not allow enough time in the production schedule to check layouts, copy, pagination or other content aspects.
4.7 Glue cannot guarantee that any or all colours will be exactly replicated in the final version as published.
5. PRODUCTION
5.1 Unless otherwise agreed in writing Glue will arrange and oversee all production and postproduction related to the Proposal.
5.2 In the event that it is agreed that You shall arrange any production work itself, then Glue shall not be responsible for the booking, delivery in time for any specific date, supervision or quality control of any relevant facilities and shall have no Liability in relation to the payment of any charges in connection with the same, for which You shall be solely Liable.
6. MATERIALS AND CONTENT SUPPLIED BY YOU
6.1 All Materials supplied by You to Glue will be held by Glue at Your own risk.
6.2 Glue shall not be responsible for and shall have no liability for defects in any Deliverables caused by defects in or the unsuitability of such Materials provided by You for use in the production of
the Deliverables.
6.3 Glue shall have a general lien on all Your Materials in its possession in respect of all unpaid debts due from You and shall be entitled on the expiration of 30 days’ notice to dispose of such Deliverables or property as it thinks fit and to apply the proceeds towards payment of such debts.
6.4 You shall provide all Content to Glue in a timely manner and on demand.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in the Deliverables (excluding Material and Content You have provided) shall be owned by Glue absolutely, subject to Clause 7.2.below.
7.2 Glue may at its sole discretion grant You a non-exclusive revocable royalty free licence, coming into effect on payment of the Job Cost, to use any Intellectual Property Rights in the Deliverables for the purposes, in the territories and in respect of the products or services defined in the Proposal but shall be under no obligation to do so. Such licence shall automatically terminate if any of the events set out in clause 13 below occur.
7.3 You shall not make any modification to the Deliverables (including Intellectual Property Rights) and if You wish to use or modify the Deliverables in ways going beyond the parameters in the Proposal, You must approach Glue and obtain written consent.
7.4 You shall not be entitled to assign, sub-license, pledge and/ordispose of any of the Intellectual Property Rights in the Deliverables without the express written consent of Glue, such consent to be granted at Glue’s absolute discretion.
7.5 You warrant that any Content that You supply to Glue for use in the production of the Deliverables does not infringe the Intellectual Property Rights of any third party or any laws relating to data protection and that you have appropriate rights or licenses to use the Content for the purposes envisaged by the Proposal. You shall indemnify and hold harmless Glue against all or any Liability arising out of use of the Content.
7.6 Where Glue makes any presentation to You or otherwise provides you with any material which is not later captured in a Proposal, You shall have no right to make use of such material unless and until a separate contract is entered into between the parties.
7.7 Use of the Deliverables may involve You in continuing liability to third parties, for example for royalties, licence fees and performance fees. Glue will endeavour to notify You of these as soon as practicable during the production process.
7.8 You are responsible to ensure that the Deliverables comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended as stated in the Contract
including, without prejudice to the generality of the foregoing any and all laws relating to data protection, e-commerce, defamation or to the infringement of the intellectual property rights of any person. It shall also be Your responsibility to ensure that the Deliverables carry all disclaimers, warnings and public information which any competent lawyer of You in any of the relevant jurisdictions would advise. You shall indemnify and hold harmless Glue and Glue’s agents and employees from any Liability arising from any claim, demand or action alleging that the Deliverables or use of them are contrary to any law, code or regulation in any country or infringe third party rights.
7.9 Should any artwork be supplied to You in digital form, You may not amend it or otherwise use it for purposes outside those contemplated by this Contract without Glue’s express prior written permission. Glue will not retain copies of artwork beyond 12 months from delivery to You unless at its discretion or by agreement with You.
7.10 Glue shall have a continuing right to use the Deliverables for the purposes of advertising or otherwise promoting Glue’s work.
7.11 You shall, unless otherwise agreed, mark all design work supplied as part of the Deliverables with the words Designed by Glue Creative Production Solutions Limited (or appropriate variants as agreed) in a suitable place. Glue reserves the right to request the non-appearance or removal of this credit in any particular case. You shall comply with any such request within 10 working days, but shall not thereby be obliged to make changes to material already produced or published.
8. DELIVERY AND ACCEPTANCE
8.1 Delivery of Deliverables shall be regarded as occurring when either:
(a) two working days have elapsed following the day You have been informed that the Deliverables are awaiting collection; or
(b) in cases where the Deliverables are to be delivered to You, on the day of delivery to You.
8.2 If the Deliverables include a website, then delivery of the website shall be regarded as when Glue provides the website to you for acceptance (Customer Ready Date), notwithstanding that You may not yet have provided all Content (provided Glue has given You not less than 10 working days’ notice to supply such Content).
8.3 Glue will carry out repairs to bugs and undertake amendments to the website which it considers to be minor (at its sole discretion) during an acceptance period of 10 working days from the Customer Ready Date, (Acceptance Period) free of charge. Any repairs after the Acceptance Period or any changes which Glue does not consider to be minor will be charged for by Glue.
8.4 If You are unable to collect the Deliverables as provided for in Clause 7.1 above, then Glue shall be entitled to arrange storage and/or transportation for the Deliverables on Your behalf at Your expense and all charges for such storage, transport and any insurance shall be payable by You forthwith on request.
8.5 The risk in Deliverables shall pass to You upon the commencement of supply or transportation to You or, where You do not accept supply on the date required by Glue, of temporary storage arranged by Glue.
8.6 Where either delivery difficulties or other circumstances necessitate Glue electronically storing any part of the Deliverables for Your future use, Glue reserves the right to levy storage charges and charges for retrieval from storage, which You shall pay within 10 working days of the date of the relevant invoice.
8.7 If Glue delivers to You a quantity of up to 10% more or less than the quantity of Deliverables indicated in the Contract You shall not be entitled to object or to reject the Deliverables or any of them by reason of the surplus or shortfall and shall pay for such Deliverables at the pro rata price.
8.8 You shall inspect and check the Deliverables on delivery and shall give Glue notice by e-mail, skype or any other written method as agreed by the parties) no later than 5 working days after the day of delivery as to any alleged defect together with details of the alleged defect or no later than 2 working days in respect of any products delivered to You.You will permit Glue to inspect any allegedly defective Deliverables before Glue will have any Liability for defective Deliverables. If the Deliverables shall prove to be defective then Glue may at its sole discretion refund You the price of the defective Deliverables or replace the defective Deliverables. You are referred to clauses 10 and 12 in respect of Glue’s warranties and limits of liability.
8.9 Any claims for non-delivery for total loss in transit shall be made by You by notice in writing within seven days of collection or dispatch of the Deliverables. Failing such notice, the Deliverables shall be deemed to be in accordance with the Contract and You shall be deemed to have accepted the Deliverables and to be liable to pay therefore.
8.10 Any dates quoted for delivery of the Deliverables are approximate only, and the time of delivery is not of the essence. Glue shall not be Liable for any delay in delivery of the Deliverables howsoever occurring including but not limited to delay caused by events outside the control of Glue or Your failure to provide Glue with Materials, Content or, adequate delivery instructions or any other instructions that are relevant to the supply of the Deliverables.
8.11 Glue may deliver the Deliverables by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.
9. PAYMENT
9.1 You shall pay the Job Cost in accordance with the payment schedule provided to You in a Proposal or otherwise in accordance with these terms and conditions.
9.2 The Job Cost shall be as quoted to You by Glue as at the date of acceptance of the Proposal.
9.3 All prices are exclusive of any applicable VAT, freight, insurance, packaging and expenses for which You shall be additionally liable.
9.4 Any payments due to Glue shall be payable by You within 20 working days of invoice in cash or cleared funds. Time for payment shall be of the essence.
9.5 If You fail to make any payment in full on the due date, Glue may charge You any reasonable administration costs and/or interest (both before and after judgment) on the amount unpaid at a daily rate of 8% above the base rate from time to time of Glue’s bank, or otherwise in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1995 (as amended), whichever is the higher.
9.6 Any monies received by Glue from You may be applied by Glue at its option against any additional administration costs and/or interest charged prior to application against any principal sums due from You which may be applied in any order.
9.7 You shall pay all sums due to Glue under this Contract without any set off, deduction, counterclaim and/or any other withholding of monies.
9.8 Payment shall not be deemed to be made until Glue has received either cash or cleared funds in respect of the full amount outstanding.
9.9 Glue reserves the right to render an invoice to You at any time before commencing any work as a non- refundable deposit.
9.10 Glue reserves the right to increase the Job Cost, by giving notice to You at any time before delivery, to reflect any increase in the cost of the Deliverables to Glue that is due to:
(a) any factor beyond the control of Glue (including supplier cost increases, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by You to change the delivery date(s), quantities or types of Deliverables ordered, or Deliverable specification; or
(c) any delay caused by any instructions of You or failure of You to give Glue adequate or accurate information or instructions in respect of the Deliverables.
9.11 If any payment is not made in full to Glue when due then Glue may withhold or suspend future or current production of Deliverables (including the suspension of the live availability of websites) under the Contract and/or any other agreement with You.
9.12 If the production of any Deliverables are cancelled or the Contract is terminated by You before completion of the production of the Deliverables, Glue shall be entitled to be paid on a quantum meruit basis for that part of the Deliverables already produced or costs which cannot be cancelled or deferred. Glue may invoice You accordingly.
10. QUALITY OF DELIVERABLES
10.1 Glue warrants that on delivery the Deliverables shall:
(a) conform in all material respects with their description and any applicable specification; and
(b) be free from material defects in design, material and workmanship. Subject the limited warranty above, all other implied, express, oral or other warranties or representations of any kind are hereby excluded so far as permitted by law.
10.2 Subject to clause 10.3, if:
(a) You give notice in writing as provided in clause 8.8 that some or all of the Deliverables do not comply with the limited warranty set out in clause 10.1;
(b) Glue is given a reasonable opportunity of examining such Deliverables; and
(c) You (if asked to do so by Glue) returns such Deliverables to Glue’s place of business at the Glue’s cost, Glue shall, at its option, repair or replace the defective Deliverables, or refund the price of the defective Deliverables in full.
10.3 Glue shall not be Liable for the Deliverables’ failure to comply with the warranty in clause 10.1 if:
(a) You make any further use of such Deliverables after giving a notice in accordance with clause
10.2;(b) the defect arises because You failed to follow Glue’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Deliverables or (if there are none) good
trade practice;
(c) the defect arises as a result of Glue using any specification, Materials or Content supplied by You;
(d) You alter or repair the Deliverables without the written consent of Glue;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Deliverables differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
10.4 Except as provided in this clause 10, Glue shall have no Liability to You in respect of the Deliverables’ failure to comply with the warranty set out in clause 10.1.
10.5 The terms of these Conditions shall apply to any repaired or replacement Deliverables supplied by Glue under clause
10.2 Subject to clause 10.3, if:
(a) You give notice in writing as provided in clause 8.8 that some or all of the Deliverables do not comply with the limited warranty set out in clause 10.1;
(b) Glue is given a reasonable opportunity of examining such Deliverables; and
(c) You (if asked to do so by Glue) returns such Deliverables to Glue’s place of business at the Glue’s cost, Glue shall, at its option, repair or replace the defective Deliverables, or refund the price of the defective Deliverables in full.
10.6 Glue will not be Liable to You for any loss or destruction of software or systems, temporary or otherwise, which occurs following use of the Deliverables except and to the extent that it is caused by the wilful default of one of Glue’s employees.
10.7 Glue will endeavour to ensure that the Deliverables contain no software routine designed to permit unauthorised access, disable or erase existing software or software contained in the Deliverables or any data or hardware.
10.8 Glue shall have no Liability to You if any hardware or software used in conjunction with the Deliverables malfunctions, fails or is otherwise unable to communicate with other systems or Internet users (including where computer viruses have caused such failures) such that the use of the Deliverables is hindered or impeded where such event could not reasonably have been prevented or controlled by Glue.
11. TITLE AND RISK
11.1 Risk in the Deliverables shall pass to You on delivery.
11.2 Title to the Deliverables shall not pass to You until Glue receives payment in full (in cash or cleared funds) for the Deliverables.
11.3 Until title to the Deliverables has passed to You, You shall:
(a) store the Deliverables separately from all other Deliverables held by You so that they remain readily
identifiable as Glue’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Deliverables;
(c) maintain the Deliverables in satisfactory condition and keep them insured against all risks for their full price on Glue’s behalf from the date of delivery;
(d) notify Glue immediately if You become subject to any of the events listed in clause 13.1(b) to clause 13.1(l); and
(e) give Glue such information relating to the Deliverables as Glue may require from time to time.
11.4 If before title to the Deliverables passes to You You become subject to any of the events listed in clause
13.1(b) to clause 13.1(l), then, without limiting any other right or remedy Glue may have:
(a) Your right to resell Deliverables or use them in the ordinary course of its business ceases immediately; and
(b) Glue may at any time:
(a) require You to deliver up all Deliverables in its possession which have not been resold, or irrevocably incorporated into another product; and
(b) if You fail to do so promptly, enter any premises of You or of any third party where the Deliverables are stored in order to recover them.
12. LIMITATION OF LIABILITY:
12.1 Nothing in these Conditions shall limit or exclude Glue’s liability for
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
(a) Glue shall under no circumstances whatever be Liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Glue’s total Liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Job Cost.
13. TERMINATION
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 working days after receipt of notice in writing to do so;
(b) 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) 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 its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) 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 (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) 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;
(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 the other party (being a company);
(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) 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 13.1(b) to clause 13.1(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;or
(l) the other party’s financial position deteriorates to such an extent that in Glue’s opinion Your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
13.2 Without limiting its other rights or remedies, Glue may terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, Glue may suspend the supply of Deliverables or all further deliveries of Deliverables under the Contract or any other contract between You and Glue if You fail to pay any amount due under this Contract on the due date for payment, You
become subject to any of the events listed in clause 13.1(b) to 13.1(l) or Glue reasonably believes that You are about to become subject to any of them.
13.4 On termination of the Contract for any reason:
(a) You shall immediately pay to Glue all of Glue’s outstanding unpaid invoices and interest and, in respect of Deliverables supplied but for which no invoice has yet been submitted, Glue shall submit an invoice, which shall be payable by You immediately on receipt;
(b) You shall return all of Glue’s property and any Deliverables which have not been fully paid for. If You fail to do so, then Glue may enter Your premises and take possession of them. Until they have been returned, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
(d) any licence granted pursuant to clause 7.2 shall terminate; and
(e) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. GENERAL PROVISIONS
14.1 No waiver by Glue of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
14.2 Glue may sub-contract any or all of its rights or obligations hereunder and may with Your consent, such consent not to be unreasonably withheld, assign the benefit and burden of its rights and obligations hereunder to any other entity.
14.3 You shall not assign its interest in this Contract (or any part) without the written consent of Glue.
14.4 Neither party shall divulge any confidential information which is supplied to it about the other party in the course of this Contract or any pre-Contract discussions, other than information forming part of the public domain otherwise than through a breach of this clause or any other obligation of confidence.
14.5 Glue is not Liable for any breach of this Contract caused by matters beyond its reasonable control including (without limitation) acts or omissions of third party suppliers or delays caused by third party suppliers, acts of God, fire, lightning, explosion, war, disorder, flood, drought, industrial disputes (whether or not involving Glue’s employees), weather of exceptional severity or acts of local or central government or other authorities.
14.6 If any provision of this Contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Contract which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
14.7 Save as expressly provided herein, this Contract is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications and prior agreements between the parties in that regard.
14.8 Each party acknowledges that upon entering into this Contract it does not rely and has not relied on any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Contract or not) except those expressly referred to in this Contract. The only remedy available in respect of any misrepresentation or untrue statement made to either party shall be a claim for damages for breach of contract under this Contract. This clause shall not apply to any statement, representation or warranty made fraudulently, or to any provision of this Contract which was induced by fraud for which the remedies available shall be those available under the law governing this Contract.
14.9 A person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this Contract, but this does not affect any other right or remedy of a third party.
14.10 This Contract and any relevant interaction between the parties shall be governed by and construed in accordance with the laws of England and Wales and both parties agree to submit to the non exclusive
jurisdiction of the courts of England and Wales in relation to any claim, dispute or difference which may arise hereunder or in relation to any relevant interaction between the parties prior to this Contract
