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Reasonably Good standard terms of service
1 Definitions and interpretation
1.1 In these Conditions the following terms have the following meanings:
those elements of the Goods and/or Electronic Media which were created or used by RG prior to or independently of the date of Contract;
the terms and conditions set out in this document;
any agreement between RG and the Customer for the sale and purchase of the Goods, Electronic Media and/or Services incorporating these Conditions;
the person identified in the Order and/or Proposal who agrees to purchase the Goods and/or Services from RG subject to these Conditions;
any drawings, designs, artwork, documents, data, reports, ideas, concepts, know-how, techniques, information and/or any other materials, things or items provided by the Customer to RG or requested by the Customer to be used by RG in the provision of Goods and/or Services;
any website, e-mails, designs or other electronic media to be designed, developed and/or hosted by RG as agreed in any Order and/or Proposal;
“Estimated Supply Date”
the date on which RG estimates that the Goods will be delivered to and/or the Services will be performed at/to the Supply Address;
the goods which RG is to supply to the Customer as agreed in any Order and/or Proposal;
“Intellectual Property Rights”
in respect of any item any and all patents, trade marks, design rights, unregistered designs, copyrights, know-how, rental rights and similar current and future rights throughout the world (and includes all renewals and extensions) in that item, whether or not they are registered or capable of being registered;
the Customer’s order;
RG’s proposal for the supply of the Goods Electronic Media and/or Services to the Customer;
Reasonably Good whose principal place of business is at Studio 6, The Canal Warehouse Workshop, Upper Cambrian View, Chester, CH1 4FB (which term shall include its directors, employees, officers and/or agents);
the services which RG is to supply to the Customer as detailed in any Order and/or Proposal (which may include the design, development and/or hosting of Electronic Media);
the address for delivery of the Goods which shall be the Customer’s principal place of business unless specified otherwise in the Order or the Proposal; and
value added tax chargeable under English law for the time being and any similar additional tax.
2 Basis of Contract
2.1 These Conditions apply to all contracts for the supply of Goods, Electronic Media and Services entered into by RG. By placing an Order with RG or accepting the Proposal, the Customer agrees to deal with RG on these Conditions, subject to any terms specified in the Proposal and to the exclusion of all other terms, conditions, warranties or representations (including any terms or conditions which the Customer purports to apply under any Order, purchase order, confirmation of order, acceptance of Proposal, specification or any other document or implied by trade custom or course of dealing).
2.2 No terms or conditions endorsed on, delivered with or contained in any Order, purchase order, confirmation of order, specification or other document shall form part of the Contract save where these Conditions (and where applicable the terms which are to be overridden) are specifically referred to in that document and the document is signed by both the Customer and RG.
2.3 No variation to these Conditions shall be binding unless made in accordance with Condition 2.2 above or in writing specifying both which Condition is to be varied and full details of such variation and signed on behalf of each of the Customer and RG.
2.4 RG’s employees, officers or agents are not authorised to make any representations concerning the Goods, Electronic Media or Services unless confirmed by RG in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. The Customer irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.
2.5 Any advice or recommendation given by RG or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods, Electronic Media and/or Services which is not confirmed in writing by RG is followed or acted upon entirely at the Customer’s own risk and accordingly RG shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, Proposal, price list, acceptance of offer, invoice or other document or information issued by RG shall be subject to correction without any liability on the part of RG.
3 Sale and purchase
3.1 RG agrees to supply the Goods, Electronic Media and/or Services to the Customer on the terms of these Conditions, in consideration of payment of the price by the Customer.
3.2 Each Order or acceptance of a Proposal for Goods, Electronic Media and/or Services by the Customer shall be deemed to be an offer by the Customer to purchase the Goods, Electronic Media and/or Services subject to these Conditions and shall be binding on the Customer, but shall not bind RG until RG has accepted that Order or Proposal in writing.
3.3 The Customer shall ensure that the terms of its Order, the Proposal and any applicable specification are complete and accurate.
3.4 Any Proposal is given on the basis that no Contract shall come into existence until RG dispatches an acceptance of the Order or the Proposal to the Customer or (if earlier) RG supplies the Goods, Electronic Media and/or provides the Services to the Customer. Any Proposal is valid for a period of thirty (30) days only from its date, provided that RG has not previously withdrawn it.
3.5 The Customer shall not be entitled to cancel in whole or in part any Order which RG has accepted or any Proposal which the Customer has accepted in either case whether orally or in writing, except where such cancellation has been accepted by RG subject to reasonable cancellation charges.
4.1 The quantity and description of the Goods, Electronic Media and/or Services shall be as set out in the Proposal or Order.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by RG and any descriptions or illustrations contained in RG’s catalogues or brochures or on its website are issued or published for the sole purpose of giving an approximate idea of the Goods, Electronic Media and/or Services described in them. They shall not form part of the Contract and this is not a sale by sample.
4.3 RG reserves the right to make any changes in the specifications of the Goods, Electronic Media and/or Services which are required to conform to any applicable safety or other requirements or which do not materially affect their quality or performance.
4.4 RG may include the statement “a reasonably good design” or another similar statement on the Goods and/or the Electronic Media (or any part thereof). Any withdrawal request in relation to such statement will be subject to a withdrawal charge which shall be paid by the Customer.
5 Performance of the Contract
5.1 RG shall commence the designing and/or development of the Goods/Electronic Media subject to finalisation of the Contract and payment of the deposit by the Customer in full and cleared funds (if required pursuant to Condition 6.1).
5.2 RG shall send a first draft of the proposed Goods/Electronic Media to the Customer and, upon delivery, the Customer shall inspect such Goods/Electronic Media and notify RG of any reasonable amendments it requires as soon as reasonably practicable but in any event within ten (10) days of delivery. RG and the Customer shall discuss and attempt to agree such requested amendments in good faith. Where such requested amendments go beyond the scope of the Proposal and/or Order (as decided at RG?s sole discretion) then RG reserves the right to charge the Customer (and the Customer shall pay) such additional fees as RG considers reasonable.
5.3 Upon agreement of any amendments pursuant to Condition 5.2, RG shall make such agreed amendments and re-send the proposed Goods/Electronic Media to the Customer. Upon delivery, the Customer shall inspect such Goods/Electronic Media and notify RG of any further reasonable amendments it requires as soon as reasonably practicable but in any event within ten (10) days of delivery. RG and the Customer shall discuss and attempt to agree such requested amendments in good faith. Where such requested amendments go beyond the scope of the Proposal and/or Order (as decided at RG?s sole discretion) then RG reserves the right to charge the Customer (and the Customer shall pay) such additional fees as RG considers reasonable.
5.4 RG shall finalise the proposed Goods/Electronic Media and acceptance of the Goods/Electronic Media shall be deemed to have taken place upon the earliest occurrence of any of the following events:
5.4.1 the notification to RG of acceptance;
5.4.2 the failure of the Customer to notify RG of any reasonable amendments it requires within 10 days of delivery pursuant to Conditions 5.2 or 5.3; or
5.4.3 the Customer uses any part of the Goods/Electronic Media in a live commercial setting or for any purposes other than for test purposes.
5.5 Following acceptance pursuant to Condition 5.4, RG reserves the right to refuse to make any further amendments to the Goods/Electronic Media requested by the Customer. To the extent RG agrees to make the Customer?s requested reasonable amendments, RG reserves the right to charge the Customer (and the Customer shall pay) such additional fees as RG considers reasonable.
5.6 Where the provision of Goods and/or Electronic Media is for the purpose of advertising in any journal, newspaper, brochure or other publication then:
5.6.1 the Customer shall provide any reasonable amendments it requires to RG as soon as reasonably practicable but in any event four (4) hours prior to the published deadline as notified by RG to the Customer; and
5.6.2 the Customer shall notify RG of its acceptance to the proposed Goods and/or Electronic Media as soon as reasonably practicable but in any event two (2) hours prior to the published deadline as notified by RG to the Customer.
5.7 In the event that the Customer misses the deadlines set out in Condition 5.6, RG reserves the right to finalise the proposed Goods/Electronic Media with the relevant journal, newspaper, brochure or other publication and shall not be liable to the Customer for any errors, omissions, discrepancies or any other amendments which the Customer considers desirable to the Goods/Electronic Media which have not been notified to RG within such deadlines.
5.8 RG shall use its reasonable efforts to supply the Goods to the Customer at the Supply Address (provided there is a safe suitable route of access) on or around the Estimated Supply Date, but time of performance shall not be of the essence.
5.9 RG shall be entitled to supply the Goods, Electronic Media and/or Services in instalments in which case each instalment shall be treated as an entirely separate contract and any default or breach by RG in respect of any such instalment shall not entitle the Customer to cancel any other instalment or treat the Contract as a whole as repudiated.
5.10 The Customer shall inspect the Goods on delivery and if the Goods are damaged on delivery or less than the correct amount of the Goods is delivered then, unless the Customer notifies RG and the carrier (otherwise than by a note on the delivery note) within two (2) days of delivery no claim against RG may be made in respect of damage to or short delivery of such Goods.
5.11 Subject to Condition 5.10 the Customer shall be deemed to accept the Goods on delivery notwithstanding any late delivery by RG.
5.12 The Customer acknowledges that RG’s ability to provide the Goods, Services and/or Electronic Media is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any Customer Materials and information provided to RG. Accordingly, the Customer shall:
5.12.1 promptly provide RG with access to and use of all Customer Materials reasonably required by RG for the performance by RG of its obligations;
5.12.2 promptly provide RG with all such information and documentation as RG may request from time to time; and
5.12.3 provide RG with details of any amendments within the timescales set out in Conditions 5.2, 5.3 and 5.6.
5.13 Subject to the other provisions of these Conditions RG shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of the Goods, Electronic Media and/or Services (even if caused by RG’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds sixty (60) days.
5.14 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or RG is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
5.14.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by RG’s negligence);
5.14.2 the Goods shall be deemed to have been delivered; and
5.14.3 RG may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
6 Price and payment
6.1 Where the Proposal or any Order states that a deposit is to be paid by the Customer, RG shall not be obliged to commence with the provision of any Goods, Electronic Media and/or Services until it has first received the deposit in full in cleared funds. All deposits are non-refundable and non-transferrable.
6.2 The price of the Goods, Electronic Media and Services shall be the price set out in the Proposal or, if not specified, the price quoted by RG or, if not specified and no price has been quoted (or a quoted price is no longer valid), the price agreed in writing between RG and the Customer.
6.3 RG reserves the right to charge (and the Customer shall pay) for any work carried out at the request of the Customer which goes beyond the scope of the Proposal on RG’s standard hourly rates from time to time in force.
6.4 RG reserves the right, by giving notice to the Customer at any time before supply, to increase the price of the Goods, Electronic Media and/or Services to reflect any increase in the cost to RG which is due to any factor beyond its control, any change in delivery dates, quantities or specifications for the Goods, Electronic Media and/or Services which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give RG adequate information, Customer Materials or instructions.
6.5 The Customer shall be liable to pay RG’s charges for couriers, transport, travel, packaging and printing together with any additional expenses, licence fees or duties paid or incurred by RG. In appropriate circumstances, RG may ask the Customer to place RG in funds in advance (whether by way of a deposit pursuant to Condition 6.1 or otherwise) and the Customer agrees to do so.
6.6 The price is exclusive of any applicable VAT, which the Customer shall be additionally liable to pay to RG.
6.7 Save as set out in Condition 6.1 RG shall be entitled to invoice the Customer for all amounts due under the Contract on or at any time after:
6.7.1 delivery of the proposed Goods and/or Electronic Media pursuant to Condition 5.2; and/or
6.7.2 the initial supply of the Services.
6.8 Where RG is providing Services on an annual basis (e.g. hosting services) RG shall be entitled to invoice the Customer annually in advance.
6.9 The Customer shall make payment to RG in respect of all invoices in full and cleared funds within thirty (30) days of the date of the invoice. Time of payment shall be of the essence.
6.10 All payments payable to RG under the Contract shall become due immediately on its termination despite any other provision.
6.11 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by RG to the Customer.
6.12 All payments shall be applied to invoices and to Goods, Electronic Media and/or Services listed in such invoices in the order determined in its discretion by RG.
6.13 If full payment is not received by RG by the due date then without prejudice to its rights RG shall be entitled:
6.13.1 to sue for the entire price; and/or
6.13.2 to suspend the provision of Goods, Electronic Media and/or Services to the Customer without incurring any liability; and/or
6.13.3 to terminate the Contract without incurring any liability; and/or
6.13.4 to charge statutory interest (both before and after any judgment) as provided for in the Late Payment of Commercial Debts (Interest) Act 1998 on the outstanding balance; and/or
6.13.5 to require the immediate return to RG of all Goods agreed to be sold by RG to the Customer in which the property has not passed to the Customer in accordance with the provisions of Condition 9 and the Customer hereby agrees to reimburse to RG upon demand RG’s costs and expenses in recovering such Goods.
7 Warranty and liability
7.1 RG warrants that the Goods and/or the Electronic Media will correspond in all material respects with any specifications set out in the Proposal at the time of delivery and will be free from major defects in material and workmanship for a period of three (3) months from the date of delivery provided that:
7.1.1 RG shall be under no liability in respect of any defects in the Goods and/or the Electronic Media arising from any Customer Materials;
7.1.2 RG shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage or negligence by the Customer or persons using the Goods and/or Electronic Media, abnormal working conditions, failure to follow RG’s instructions (whether oral or in writing), or misuse or alteration or repair of the Goods and/or Electronic Media without RG’s approval;
7.1.3 RG shall be under no liability if the total price of the Goods, Electronic Media and/or Services has not been paid by the due date for payment;
7.1.4 any such defect in or failure to meet any such specification by the Goods and/or the Electronic Media shall be notified to RG in writing as soon as reasonably possible after the Customer discovers such defect or non-conformity; and
7.1.5 the above warranty does not extend to parts, materials or equipment provided by a third party, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by such third party to RG and which RG hereby assigns to the Customer so far as it is reasonably able.
7.2 RG warrants that the Services will be performed with reasonable care and skill and in accordance with all statutory requirement and regulations, provided that:
7.2.1 RG shall have no liability in respect of any defective workmanship arising from any Customer Materials; and
7.2.2 RG shall have no liability if the total price of the Goods, Electronic Media and/or Services has not been paid by the due date for payment.
7.3 In the event of any valid claim under Conditions 7.1 and 7.2 being made by the Customer, RG shall be entitled to replace or repair the Goods (or the part in question) or re-perform the Services or carry out the necessary work on the Electronic Media free of charge or, at RG’s sole discretion, refund to the Customer the price of the Goods, Electronic Media and/or Services (or a proportionate part of the price as appropriate) but RG shall have no further liability to the Customer.
7.4 All warranties, representations, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
7.5 RG does not seek to exclude or limit its liability for fraudulent misrepresentation or death or personal injury resulting from negligence of RG or its employees, or for any matter which it would be illegal for RG to exclude or attempt to exclude its liability.
7.6 RG shall be liable to the Customer for any direct physical damage (other than death or personal injury) to the extent that it results from the negligence of RG or its employees up to a maximum of £500,000.
7.7 Except pursuant to Condition 7.5, RG shall not in any event be liable for:
7.7.1 any loss of profits;
7.7.2 loss or depletion of goodwill;
7.7.3 loss of anticipated savings, business opportunity or data; or
7.7.4 any indirect, special or consequential loss or damages;
howsoever arising in connection with or arising out of the provision, performing, furnishing, functioning or use of the Goods, Electronic Media and/or Services, or any item or service provided whether in contract, strict liability, tort (including without limitation, negligence) and whether RG knew or had reason to know of the same, and shall not be liable for any other damages except as provided in the Contract.
7.8 Except pursuant to Condition 7.5 in no event shall RG’s liability in respect of any of the Goods, Electronic Media and/or Services where such a claim is for breach of contract, strict liability or tort (including without limitation, negligence) or otherwise exceed the price paid for those Goods, Electronic Media and/or Services.
7.9 Except pursuant to Condition 7.5, no action, regardless of form, arising out of the transactions under the Contract may be brought by the Customer more than two years after the cause of action has accrued.
8 Intellectual Property Rights
8.1 All Intellectual Property Rights in any hardware, software or third party software used by RG in the provision of the Goods, Electronic Media and/or Services shall be the exclusive property of RG or the relevant third party licensor.
8.2 Save as provided in Condition 8.3, all right, title and interest (including all Intellectual Property Rights) in and to the Goods and/or Electronic Media shall be the exclusive property of and shall vest in the Customer upon RG receiving full payment in cleared funds in accordance with Condition 6.8. The Customer hereby grants to RG a non-exclusive, world-wide, royalty-free, irrevocable, perpetual and fully transferrable licence for RG to use the Goods and the Electronic Media (whether incorporating any Background Elements or not) for its own business purposes.
8.3 RG shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Goods and/or the Electronic Media infringes any Intellectual Property Rights of a third party in the United Kingdom, other than infringements referred to in Conditions 8.7.2 and 8.7.3.
8.4 The indemnity in Condition 8.3 is subject to the following conditions:
8.4.1 the Customer promptly notifies RG in writing of the claim;
8.4.2 the Customer makes no admissions or settlements without RG’s prior written consent;
8.4.3 the Customer gives RG all information and assistance that RG may reasonably require; and
8.4.4 the Customer allows RG complete control over the litigation and settlement of any action or claim.
8.5 All right, title and interest (including all Intellectual Property Rights) in the Background Elements shall be the exclusive property of RG. The Customer shall not be entitled to use the whole or any part of the Background Elements except as permitted by the Contract.
8.6 RG hereby grants the Customer a non-exclusive and world-wide licence to use the Background Elements solely as part of the Goods and/or the Electronic Media.
8.7 To the extent the Customer provides RG with any Customer Materials then:
8.7.1 the Customer warrants and represents (and it shall be a condition of the Contract) that it has all necessary consents, licences and approvals required to enable RG to use such Customer Materials;
8.7.2 the Customer shall ensure that the Customer Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous (?Inappropriate Content?); and
8.7.3 the Customer will fully indemnify and hold RG and its employees, officers and agents harmless from and against any and all losses, damages, claims, costs and expenses (including legal expenses) suffered or incurred by or awarded against RG, its employees, officers and/or agents as a result of or in connection with any claim that the Customer Materials infringes the Intellectual Property Rights or other rights of any third party.
9 Risk and title
9.1 The risk of loss of or damage to the Goods will pass to the Customer upon delivery.
9.2 Ownership of the Goods will not pass to the Customer until RG receives payment of the price of the Goods and all other sums due to RG in full and cleared funds.
9.3 Until ownership of the Goods passes to the Customer, the Customer shall hold the Goods as RG?s fiduciary agent and bailee and shall keep them properly stored, insured and marked as RG?s property. The Customer shall be entitled to sell or otherwise use the Goods in the ordinary course of its business and in its own capacity but shall account to RG for such proportion of the proceeds of the sale or other disposal or use of the Goods as shall not exceed the monies due to RG which it shall keep separate from the monies and/or goods of itself or any third party.
9.4 Until such time as title to the Goods passes to the Customer and, providing the Goods are still in existence and have not been re-sold or incorporated into other goods, RG shall be entitled to require the Customer to deliver up the Goods and, if the Customer fails to do so, to enter upon the premises where the Goods are kept to re-possess the same. The Customer shall indemnify and hold RG harmless against any liability that RG may incur to any third party in connection with any re-possession or attempted re-possession.
9.5 The Customer may not pledge or charge the Goods by way of security for any indebtedness but, if it does so, all monies due to RG from the Customer shall become immediately due and payable.
10 Electronic Media
10.1 Where the Order and/or Proposal contain the development, design, hosting or other dealing with any Electronic Media by RG, the following provisions of this Condition 10 shall apply.
10.2 RG shall use its reasonable efforts to provide the Electronic Media to the Customer on or around the Estimated Supply Date, but time of performance shall not be of the essence. Delivery of the Electronic Media shall be by way of a hypertext link, by means of downloading by the Customer or as otherwise notified by RG to the Customer.
10.3 The Customer acknowledges that RG has no control over any content placed on the Electronic Media by third party visitors and does not purport to monitor the content of the Electronic Media.
10.4 The Customer shall fully indemnify and hold RG and its employees, officers and agents harmless from and against any and all losses, damages, claims, costs and expenses (including legal expenses) suffered or incurred by or awarded against RG, its employees, officers and/or agents as a result of or in connection with any claim that the Customer Materials constitute Inappropriate Content.
10.5 RG shall use reasonable endeavours to ensure that the Electronic Media will function on the server it is initially installed on with Microsoft Internet Explorer Version 9 and above and to an acceptable level with current Chrome, Firefox and Safari browsers. RG cannot guarantee that any Electronic Media will function on other operating systems or platforms.
11.1 RG shall be entitled to terminate the Contract immediately by notice in writing to the Customer if:
11.1.1 the Customer commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 (thirty) days of receipt of notice of the breach requiring remedy of the same; or
11.1.2 the Customer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
11.1.3 the Customer ceases or threatens to cease to carry on business; or
11.1.4 there is at any time a material change in the management, ownership or control of the Customer; or
11.1.5 if RG reasonably apprehends that any of the events specified in Conditions 11.1.2 to 11.1.4 are about to occur in relation to the Customer and notifies the Customer accordingly.
11.2 In the event of termination by RG pursuant to Condition 11.1 above then, without prejudice to any other right or remedy available to RG, RG shall be entitled to cancel the Contract or suspend any further supply under it without any liability to the Customer and, if the Goods, Electronic Media and/or Services have already been supplied but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Customer shall be obliged to pay statutory interest as provided for in the Late Payment of Commercial Debts (Interest) Act 1998 from the time of such cancellation or suspension until RG receives payment.
11.3 The Customer shall be entitled to terminate any Services which are provided on an annual basis on thirty (30) days? written notice to RG, such notice to expire within ten (10) days of any anniversary of the commencement of such Services. RG is not obliged to refund in whole or in part any of the charges paid by the Customer for Services which have not been provided.
12 Force majeure
RG reserves the right to defer the date of supply of the Goods, Electronic Media and/or Services or to cancel the Contract without incurring any liability or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of RG including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of one hundred and eighty (180) days, the Customer shall be entitled to give notice in writing to RG to terminate the Contract.
13.1 The remedies available to RG under the Contract shall be without prejudice to any other rights, either at common law or under statute, which it may have against the Customer.
13.2 The failure or delay of RG to enforce or to exercise, at any time, or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party’s right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
13.3 The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
13.4 Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has been previously notified to the sending party and shall be deemed to have been given on the day of delivery.
13.5 The Contract is personal to the Customer and the Customer may not assign, transfer, sub-contract or otherwise part with the Contract or any right or obligation under it without the prior written consent of RG. RG shall be entitled to assign, transfer, sub-contract or otherwise part with the whole or any part of the Contract or any right or obligation under it to any third party. RG shall not be liable for any acts or omissions of its subcontractors.
13.6 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.
13.7 The Contract contains all the terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract.
13.8 No variation or amendment to the Contract shall be effective unless in writing signed by authorised representatives of the parties.
13.9 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.10 Any reference in these Conditions to any statute, law, statutory instrument, enactment, Order, regulation or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.
13.11 The formation, existence, construction, validity and performance and all aspects of the Contract (including any associated non-contractual disputes or claims) are governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.