Terms & Conditions

Updated March 31, 2025

Naish Creative Imaging Limited
92 Station LaneRM126LX
United Kingdom

Naish Creative Imaging Limited
92 Station LaneRM126LX
United Kingdom

11209088

‭676 4627 94‬

Naish Creative Imaging Limited holds the following insurances, Hiscox Professional Indemnity Insurance (£10m), Public & Product Liability (£1m) and Employers Liability Insurance (£10m), Cyber Data (£2m).

The following Terms and Conditions of Service apply to all products and services provided by Naish Creative Imaging Limited Ltd, hereafter referred to as Naish Creative Imaging Limited.

All work is carried out by Naish Creative Imaging Limited on the understanding that the customer has agreed to Naish Creative Imaging Limited’s Terms and Conditions.

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
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1. DEFINITIONS:
1.1 The Following Definitions and Rules of Interpretation Apply in these Conditions:
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“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when commercial banks in London are open for non-automated business.

“Brief” means a separate document, report, email or any other agreed form which We have received from You which, if We accept as a completed and full brief, sets out Your specific requirements of Our Services.
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“Charges” means the charges payable by You for the supply of the Services in accordance with clause 5 (Charges and payment).
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“Commencement Date” has the meaning given in clause 2.2.
“Conditions” means these terms and conditions as amended from time to time in accordance with clause 15.
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“Contract” means the contract between Us and You for the supply of Services in accordance with these Conditions.
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“Your Default” has the meaning set out in clause 4.2.
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“Data Protection Legislation” means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
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“Deliverables” means the deliverables set out in the Specification.
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“GDPR” means General Data Protection Regulation ((EU) 2016/679).
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“Intellectual Property Rights” means 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 trade secrets), 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.
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“Services” means those services which can be supplied by Us to You as set out in the Schedule 1 which shall be agreed in the Specification.
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“Specification” means the description or specification of the Services and Deliverables in Schedule 2.
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“Term” means from the Commencement Date until the completion of each service set out within each service heading in Schedule 1.
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“Our Materials” means has the meaning set out in clause 4.1(j).
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“UK Data Protection Legislation” means any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
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“We” or “Us” or “Our” or “Ourselves” means NAISH CREATIVE IMAGING LIMITED incorporated and registered in England and Wales with company number 11209088 whose registered office is at 92 Station Lane, Hornchurch, RM12 6LX.
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“Website Activation Term” is as set out in clause 3.8(a)
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“Website Design” means the service set out in Schedule 1 under the heading Digital Design and Production.
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“You” or “Your” or “Client” means the person or firm who commissions the performance of the Services.
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1.2 Interpretation:

‍(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
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(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
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(c) References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
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(d) References to a document in agreed form are to that document in the form agreed in writing by the parties.
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(e) A reference to writing or written includes email but not fax or any other form of electronic communication.
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2. BASIS OF CONTRACT
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2.1 The Brief constitutes Your offer to purchase Services in accordance with these Conditions.
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2.2 The Brief shall only be deemed to be accepted when We issue written acceptance of the Brief or when We commence delivery of the Services at which point and on which date the Contract shall come into existence (“Commencement Date”).
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2.3 We reserve the right to refuse to provide Services or an individual Service to You in Our absolute discretion.
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2.4 Any samples, drawings, descriptive matter or advertising issued by Us, and any descriptions or illustrations contained in Our website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
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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.
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2.6 Any quotation which We give to You shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
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3. SUPPLY OF SERVICES
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3.1 Subject to clause 3.9, We shall supply the Services to You in accordance with the Specification in all material respects and We shall carry out the Services using reasonable care and skill.
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3.2 We shall use reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for Our performance of the Services.
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3.3 If Our performance of the Services is affected by an event outside Our control then We will contact You as soon as possible to let You know and We will take steps to minimise the effect of the delay. We shall not be liable for any loss of Services or extension to the Term of the Contract as a result of events outside of Our control.
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3.4 We reserve the right, but are not obliged to, to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and We shall notify You in any such event.
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3.5 We shall not be held liable for any error, fault or technical issue with any of the Deliverables once You have provided Your approval of those documents, website, images, etc. and We shall deem that You have fully checked and tested the Deliverables or arranged for a suitable qualified person to check and test the Deliverables once You approve the documents.
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3.6 The Deliverables are provided to You on the basis of Our reasonable endeavours and Our understanding of Your business based on information provided by You and obtained by Us from third parties.  However, before using the Deliverables in Your business, You must ensure that they are appropriate and conduct Your own testing and evaluation as We do not offer any such warranty, representation or guarantee. All such warranties, representations, and guarantees are excluded to the fullest extent permitted by law.
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3.7 Once We have provided the Deliverables to You and You have provided Your approval of those Deliverables (Your approval is not to be unnecessarily withheld or delayed) any further changes to those Deliverables shall be at an additional cost to be agreed between You and Us in writing.
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3.8 Where Our Services include Website Design, the following conditions shall apply in relation to that service:

‍(a) Subject to clause 3.8(e), We shall ensure that Your website which You approve under this agreement which forms part or all of the Deliverables, remains live on the internet and accessible by the public for a period of 6 months beginning with the date on which We confirm that Your website is live on the internet and operational by the public (“Website Activation Term”).
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(b) You shall not be entitled to renew the Service for Website Design at the end of the Website Activation Term under this Contract and We reserve the right to refuse any request made by You in accordance with clause 3.8(c) at Our own discretion and without providing any reason.
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(c) Any request for the Website Design to remain live on the internet and accessible by the public following the Website Activation Term shall be made by You to Us in writing at least one month before the expiry of the Website Activation Term and, if We agree to renew the Website Design following the Website Activation Term, the terms for the renewal shall be agreed by Us and You in writing.
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(d) Any changes which You request Us to make to the website during the Website Activation Term, including any changes required due to changes in law or regulations, shall be at an additional cost which shall be agreed by You and Us in writing.
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(e) If any of the following events occur, then We may not be able to ensure that the website remains live and accessible by the public and shall not be liable for any loss of Services as a result:
(i) We, any third part to which We have outsourced the Services to or Our subcontractors need to deal with any emergency;
(ii) We, any third part to which We have outsourced the Services to or Our subcontractors need to deal with technical problems or make minor technical changes;
(iii) We, any third party to which We have outsourced the Services to or Our subcontractors are affected by non availability or interruptions to utilities, such as telecommunications or the internet;
(iv) We, any third party to which We have outsourced the Services to or Our subcontractors need to carry out repairs, maintenance or improvements to the website;
(v) We, any third party to which We have outsourced the Services to or Our subcontractors need to update the website to reflect changes in relevant laws and regulatory requirements; or
(vi) We, any third party to which We have outsourced the Services to or Our subcontractors need to make changes to the services as requested by You or notified by Us to You.
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3.9 We may (but are not obliged) at Our absolute discretion outsource any of Our Services to third parties and/or instruct third party sub-contractors to carry out any of Our Services at any time throughout the Term of this agreement subject to Us entering into an agreement with the third party to carry out the Services using reasonable care and skill.
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3.10 Our sub-contractors or those who We have outsourced to shall use their reasonable endeavours to meet the performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
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4. YOUR OBLIGATIONS
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4.1 You shall:(a) ensure that the terms of the Brief and any information provided in the Specification is complete and accurate at all times;
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(b) co-operate with Us in all matters relating to the Services;
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(c) provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
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(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
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(e) comply with all applicable laws and regulations at all times, including all future changes and confirm to Us in writing if any changes to Our Services are required throughout the entire duration of this contract;
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(f) shall check upon receipt of the Deliverables and shall continue to check throughout the duration of this Contract that You and the Deliverables comply with all applicable laws and regulations and You shall notify Us immediately of any required changes due to and changes in laws or regulations;
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(g) check, test and approve all Deliverables or, to appoint a suitably qualified person to review, check and test the Deliverables promptly once You receive the Deliverables from Us prior to providing Us with Your approval of the Deliverables and notify Us immediately should You become aware of any issues or required changes;
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(h) ensure that, in the event that Our Services to You includes Website Design, that You shall fully test the Deliverables or, You appoint a suitably qualified person to review, check and test the Deliverables to ensure that they operate without fault or issue promptly once You receive the Deliverables from Us;
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(i) ensure that, in the event that Our Services to You shall include the release of any images, materials, documents or any other Deliverables which are to be released to the public following Your approval and confirmation that You are happy for Us to release those approved documents to the public, that You have tested and checked those documents for any error or fault and notify Us prior to Your approval and confirmation to Us that You wish for Us to release the documents to the public;
(j) keep all of Our materials, equipment, documents and other property (“Our Materials”) at Your premises in safe custody at Your own risk, maintain Our Materials in good condition until returned to Us, and not dispose of or use Our Materials other than in accordance with Our written instructions or authorisation; and
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(k) comply with any additional obligations as set out in the Specification.

4.2 If Our performance of any of Our obligations under the Contract is prevented or delayed by Your act or omission or Your failure to perform any relevant obligation (“Your
Default”):
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(a) without limiting or affecting any other right or remedy available to You, We shall have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of any of Our obligations in each case to the extent Your Default prevents or delays Our performance of any of Our obligations;
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(b) We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 4.2; and
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(c) You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from Your Default.
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4.3 You shall not, without Our prior written consent, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from Us or employ or attempt to employ any person who is, or has been, engaged as Our employee,  Our subcontractor or who We have outsourced to, except that You shall not be in breach of this clause 4.3 if You hire them as a result of a recruitment campaign not specifically targeted at Our subcontractors or those whom We outsource to.
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5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be calculated in accordance with the Specification.
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5.2 We shall invoice You in accordance with the Specification.
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5.3 You shall pay each invoice submitted by Us:
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(a) within 14 days of the date of the invoice; and
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(b) in full and in cleared funds to a bank account nominated in writing by Us, and time for payment shall be of the essence of the Contract.
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5.4 We reserve the right to increase the Charges by prior notice to You.
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5.5 All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Us to You, You shall, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
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5.6 If You fail to make a payment due to Us under the Contract by the due date, then, without limiting Our remedies under clause 8.1, You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
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5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
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6. INTELLECTUAL PROPERTY RIGHTS
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6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by You) shall be owned by Us along with any invention, idea, discovery, development, improvement or innovation made by Us in connection with the provision of the Services, whether or not capable
of registration.
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6.2 We grant You, or shall procure the direct grant to You of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Term of the Contract to copy the Deliverables (excluding materials provided by You) for the purpose of receiving and using the Services and the Deliverables in Your business.
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6.3 You shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
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6.4 You grant Us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by You to Us for the Term of the Contract for the purpose of providing the Services to You.
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7. DATA PROTECTION AND DATA PROCESSING
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7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to Us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
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7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, You are the data controller and We are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
7.3 Without prejudice to the generality of clause 7.1, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Us for the duration and purposes of the Contract.
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7.4 Without prejudice to the generality of clause 7.1, We shall, in relation to any Personal Data processed in connection with Our performance of Our obligations under the Contract:
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(a) process that Personal Data only on Your written instructions unless We are required by Applicable Laws to otherwise process that Personal Data. Where We are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Us from so notifying You;
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(b) ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
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(c) ensure that all personnel and subcontractors or those to which We outsource to who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
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(d) not transfer any Personal Data outside of the European Economic Area unless Your  prior written consent has been obtained and the following conditions are fulfilled:(i) You or We have provided appropriate safeguards in relation to the transfer;(ii) The Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;(iii) We comply with Our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and(iv) We comply with reasonable instructions notified to Us in advance by You with respect to the processing of the Personal Data; and
(e) at Your written direction, delete or return Personal Data and copies thereof to You on termination of the agreement unless required by Applicable Law to store the Personal Data.
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7.5 If We choose to outsource Our Services or appoint a subcontractor in accordance with clause 3.9 You consent to Us appointing a third-party processor of Personal Data under the Contract and We shall enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 7. As between You and Us, We shall remain fully liable for all acts or omissions of any third-party processor appointed by Us pursuant to this clause 7.
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8. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
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8.1 The following provisions set out Our entire financial liability (including without limitation to the act or omission of Our employees, agents and sub-contractors) to You in respect of:
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(a) any breach of the Contract howsoever arising;
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(b) any use made by You of the Services, the Deliverables or any part of them, and
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(c) any representation, misrepresentation (whether innocent or negligent), statement or tortuous act or omission (including without limitation negligence) arising under or in connection with the Contract.
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8.2 All warranties, conditions and other terms implied by common law are, to the fullest extent permitted by law, excluded from the Contract.
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8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
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(a) death or personal injury caused by negligence; and
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(b) fraud or fraudulent misrepresentation.
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8.4 This clause 8.4 sets out specific heads of excluded loss:
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(a) Subject to clause 8.3, the types of loss listed in clause 8.4(b) are wholly excluded by the parties.
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(b) The following types of loss are wholly excluded:
(i) Loss of profits
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to or depletion goodwill.
(vii) Indirect or consequential loss.
(viii) Loss of contract.
(ix) Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
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8.5 We have given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.6 Unless You notify Us that You intend to make a claim in respect of an event within the notice period, We shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
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8.7 Subject to clause 8.3(a), Our total liability to You in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
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8.8 In clause 8.7:
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(a) cap. Our total liability to You which shall not exceed £100,000;
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(b) contract year. A contract year means a 12-month period commencing with the date of the Contract or any anniversary of it; and
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(c) total liability. Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
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8.9 This clause 8 shall survive termination of the Contract.
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9. TERMINATION
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9.1 Subject to clause 9.2, without affecting any other right or remedy available to Us, the Contract shall automatically terminate at the end of the Term.
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9.2 In relation to Website Design, the Contract shall automatically terminate at the end of the Website Activation Term, unless agreed otherwise in accordance with clause 3.8(c).
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9.3 Without affecting any other right or remedy available to You, You may terminate the Contract by giving Us 2 months’ written notice which shall expire no sooner than the end of the Term.
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9.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
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(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
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(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by Brief of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
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(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
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(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
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9.5 Without affecting any other right or remedy available to Us, We may terminate the Contract with immediate effect by giving written notice to You if:
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(a) You fail to pay any amount due under the Contract on the due date for payment; or
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(b) there is a change of control of Your company.
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9.6 Without affecting any other right or remedy available to Us, We may suspend the supply of Services under the Contract or any other contract between You and Us if You fail to pay any amount due under the Contract on the due date for payment, You become subject to any of the events listed in clause 9.4(b) to clause 9.4(d), or We reasonably believe that You are about to become subject to any of them.
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10. CONSEQUENCES OF TERMINATION
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10.1 On termination of the Contract:
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(a) You shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt;
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(b) You shall return all of Our Materials and any Deliverables which have not been fully paid for. If You fail to do so, then We 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 the Contract.
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10.2 Termination or expiry of the Term of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
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10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Term of the Contract shall remain in full force and effect.
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11. FORCE MAJEURE
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11.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
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12. ASSIGNMENT AND OTHER DEALINGS
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12.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
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12.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without Our prior written consent.
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13. CONFIDENTIALITY
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13.1 Each party undertakes that it shall not any time during the Contract, and for a period of 3 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.
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13.2 Each party may disclose the other party’s confidential information:
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(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
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(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
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13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
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14. ENTIRE AGREEMENT
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14.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
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14.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
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14.3 Nothing in this clause shall limit or exclude any liability for fraud.
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15. VARIATION
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Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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16. WAIVER
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A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
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17. SEVERANCE
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If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
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18. NOTICES
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18.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in correspondence between the parties from time to time.
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18.2 Any notice shall be deemed to have been received:
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(a)if delivered by hand, on signature of a delivery receipt;
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(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
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(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
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18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
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19. THIRD PARTY RIGHTS
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Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
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20. GOVERNING LAW

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England.
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21. JURISDICTION

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.