Racing Snake Ltd. Terms and Conditions

The terms and conditions below (Conditions) and the table of details above (Contract Details) are our contract with you (Contract). We will ask you to agree to this Contract either by email or by providing us with your purchase order, but even if you do not, once we have sent you this Contract, if you ask or invite us to take steps to provide our Services (which term for the purposes of these Conditions shall include Site Visits and Deliverables, all as defined in the table above), this Contract is a legally binding contract between you and us.

If you do not agree with this, you must notify us immediately on receipt of this Contract. If you do not do so, and you continue to ask us to provide our Services to you, you are agreeing that the terms of this Contract are legally binding as between us, to the exclusion of any other terms and conditions you may seek to include.

If there is any conflict or ambiguity between the Contract Details and the Conditions, the Contract Details shall have priority.

1. Definitions

In this Contract, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Change: as defined in clause 6.

Expenses: as defined in clause 8.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, rights in images generated by computer software, 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.

Site Visit: as defined in clause 7.

We, us, our: Racing Snake Ltd. (trading as ‘Racing Snake Media’) a company incorporated in England and Wales with company number 16240758 whose registered office is at 4 Sunny Villas, Station Road, Rossett, Wrexham, LL12 0HE.

You, your: the client whose details are set out in the Contract Details.

2. Basis of Contract

2.1 Subject to clause 2.5, you agree that, after we have sent you this Contract, if any of your officers, employees, agents or advisers:

(a) email any of our officers or employees agreeing to the Contract, or confirming that you wish to proceed on the basis of the Contract; or

(b) sends us a purchase order or purchase order number relating to the Contract; or

(c) asks or invites us to take steps to provide our Services or confirms that you wish us to provide our Services, in person, in writing, by email, telephone or via any other electronic media;

then immediately following such action by you, the Contract shall become effective between you and us and we shall be entitled to treat the Contract as legally binding on you.

2.2 We shall be entitled to enter into subcontracts to provide the Services and source the provision of all or part of the Services from subcontractors. If:

(a) we send a Contract to you stating that we will use subcontractors, or making provision for Subcontractors Fees, or if we invoice you for Services provided by subcontractors, then those third party providers are our subcontractors and we are responsible for the part of the Services which they provide; or

(b) if we do not send a Contract to you stating that we will use subcontractors, or making provision for Subcontractors Fees, or if we refer you to a third party which then invoices you directly for their services, then we are not responsible for that third party providing services to you and will not be liable to you for any of their acts or omissions.

2.3 Any samples, drawings, descriptive matter or advertising we issue, and any descriptions or illustrations contained in our website or brochures, are issued or published for the sole purpose of giving an approximate idea of our services. They shall not form part of the Contract or have any contractual force.

2.4 Any quotation we give is subject to you agreeing the terms of our Contract as described in clause 2.1 and is only valid for 20 Business Days.

2.5 Any Contract we issue to you may be accepted by you as described in clause 2.1 within the following 20 Business Days, whereupon it will become legally binding on both of us. If you purport to accept our Contract after that time period it constitutes an offer to enter into that Contract with us, which we may accept by notifying you in writing or taking steps to provide the Services to you.

2.6 The Contract Details and the Conditions set out the terms and conditions of the Contract which you have agreed with us. Words with capital letters in the Contract Details such as ‘Services’ and ‘Deliverables’ have the same meaning in these Conditions.

2.7 Any Special Terms set out in the Contract Details take precedence over these Conditions and have the effect of varying any conflicting terms in these Conditions.

3. Supply of Services

3.1 We shall supply the Services to you in accordance with the Contract Details in all material respects.

3.2 We shall use all reasonable endeavours to meet any performance dates specified in the Contract Details or agreed as a Change, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services (including delivery of the Deliverables).

3.3 We shall perform the Services with reasonable care and skill.

3.4 We reserve the right to amend the specification of the Deliverables if the amendment will not materially affect their purpose or quality.

4. Your obligations

4.1 You shall:

(a) ensure that the Contract Details are complete and accurate;

(b) provide, for us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, staff, data and other facilities as required by us in order to perform the Services;

(c) prepare your premises, office accommodation, data and other facilities as requested by us in advance of any Site Visit by us, our agents, subcontractors, consultants and employees;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for us to perform the Services before the date on which we are to start performing the Services;

(e) provide, in a timely manner, such information as we may require, and ensure that it is accurate and complete in all material respects; and

(f) provide, in a timely manner, all copy, layouts, artwork, storyboards, scripts, presentations, drawings, documents, charts, graphics, photographs, films, documents, computer programs, data, reports, specifications and other materials belonging to you which we require in order to perform the Services.

4.2 If our performance of our obligations under the Contract is prevented, delayed, amended without an agreed Change or subjected to additional costs, charges, expenses or losses by any act, omission, or failure to comply with the obligations set out above of you, your agents, subcontractors, consultants or employees, we shall:

(a) not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention, delay or amendment;

(b) be entitled to payment of the Charges, Subcontractor Fees and Expenses despite any such prevention, delay or amendment; and

(c) be entitled to recover any additional costs, charges, expenses or losses we sustain or incur that arise directly or indirectly from such prevention, delay or amendment.

5. Deliverables

5.1 After we have delivered the Deliverables to you, you may accept the Deliverables at any time. If you do not accept the Deliverables, you must:

(a) notify us in writing within 10 Business Days of the date we delivered the Deliverables to you of your concerns, objections and requested corrections to the Deliverables; and

(b) if we request further information about your concerns, objections and requested corrections, notify us in writing within 10 Business Days of our request with the information we have requested;

and if you fail to notify us within the time periods required in clauses 5.1(a) and 5.1(b), you will be deemed to have accepted the Deliverables.

5.2 If you notify us of any concern, objection or requested correction in relation to the Deliverables which is outside the scope, nature, volume or execution of the specification of the Deliverables in the Contract Details, such notification will constitute a Change Request within the meaning of clause 6.1 below and we will respond to it as described in clause 6.3 below. We in our sole discretion shall determine whether your concern, objection or requested correction is outside the scope, nature, volume or execution of the specification of the Deliverables in the Contract Details.

5.3 If you accept Deliverables which we have delivered to you, or are deemed to have accepted them, we shall have no further obligation to you in respect of such Deliverables (except to the extent of any statutory rights to which you may be entitled).

5.4 If the Deliverables are in a tangible format, you are solely responsible for all measurements and plans of any premises to which the Deliverables are to be fitted and all measurements of the Deliverables you order, which we shall not be liable for. Once we have delivered tangible Deliverables to you, fabricated to measurements you specified, we shall have no further obligation to ensure that they fit to your purpose or are capable of being attached to, any premises or object.

5.5 If the Deliverables are in the form of a digital file larger than 25MB, you are solely responsible for selecting a method for us to electronically transfer that digital file to you, ensuring that method is safe and secure and reimbursing us for any costs of transfer. Once we have transferred that file using the method you selected, we shall have no further responsibility to you to ensure that it arrives with you or that its content is secure.

5.6 Save as specified otherwise by you in writing, we shall be entitled to publish and display the Deliverables (except to the extent they contain images of children) on our websites, social media accounts, sales and promotional material and advertising, for the purpose of promoting our services and developing our business.

6. Change control

6.1 You may at any time request an amendment to the scope, nature, volume or execution of the Services, Site Visits, Deliverables or Special Terms (Change Request).

6.2 Following receipt of a Change Request;

(a) we may request further information from you until we are satisfied we have sufficient information to assess the Change Request; and

(b) you and we may negotiate in good faith any changes to the Contract Details which may be desirable to implement the Change Request (such negotiations terminating automatically on the issuing by us of a Change Response (as defined below) or a denial of the Change Request).

6.3 Once we have assessed (and if applicable negotiated) such a Change Request, we will either:

(a) in our sole discretion, deny the Change Request; or

(b) inform you of any changes to the Contract Details necessary for us to grant the Change Request (Change Response).

6.4 If you agree to proceed on the basis of our Change Response, that constitutes an agreed variation to the Contract Details (Change) which shall be legally binding on both of us from the time you agree to it.

6.5 You agree that a Change Request or agreement to a Change Response will be legally binding on you if it is made by any of your officers, employees, agents or advisers.

6.6 You agree that such a Change Request or agreement to a Change Response may be made formally or informally, in person, in writing, by email, telephone or via any other electronic media and we shall be entitled to treat such a Change Request or agreement to a Change Response as legally binding on you.

7. Site Visits

7.1 The provisions of this clause 7 apply without prejudice to the generality of clause 4 (your obligations).

7.2 This clause 7 applies in the event that any part of the Services are to be performed, or any part of the Deliverables are to be created or generated, at your premises or other premises chosen or selected by you (Site) (Site Visit).

7.3 Where a Site Visit is stipulated in the Contract Details, or where we have otherwise agreed to undertake a Site Visit, it is your responsibility and obligation to ensure that, at the time and on the date we have agreed for the Site Visit (Site Visit Time), the Site is ready and prepared for us to immediately begin performing the Services and generating or creating the Deliverables, including but not limited to:

(a) providing us with access to the Site;

(b) ensuring that the Site is clean;

(d) ensuring that all desired objects to be shown in the Deliverables are at the Site, that those objects are in the condition intended to be shown in the Deliverables and that no other objects are present;

(e) ensuring that all necessary personnel are present;

(f) ensuring that all furniture is in the position necessary for the creation or generation of the Deliverables; and

(g) ensuring compliance with clause 7.9 below;

and neither we, nor our employees, agents or subcontractors shall be obliged to assist you in any way in complying with the provisions of this clause 7.3.

7.4 To the extent you fail to comply with clause 7.3, you agree to pay us and our subcontractors on a time and materials basis at our standard hourly rate (plus Expenses and in addition to the Charges and Subcontractor Fees) for the period of time from the Site Visit Time until such time as the Site is compliant with the provisions of clause 7.3. You agree that this is reasonable because of the cost to us in lost working time of our officers, employees, agents and subcontractors attending a Site which is not compliant with the provisions of clause 7.3 at the Site Visit Time.

7.5 If the Site is not compliant with clause 7.3 by the end of the period originally agreed for undertaking the Site Visit (such as a working day, or half a working day), we shall be entitled to leave the premises and deem that Site Visit as cancelled by you as at the Site Visit Time (Aborted Site Visit).

7.6 In the event of a dispute as to whether a Site is compliant with the provisions of clause 7.3, or was compliant with the provisions of clause 7.3 at the Site Visit Time, our determination shall be final and binding on both of us.

7.7 To cancel or postpone a Site Visit, you must give us 20 Business Days’ notice in writing. If you fail to do so, then if you cancel or postpone a Site Visit, or in the event of an Aborted Site Visit, you are obliged to make payment to us of all Charges, Subcontractor Fees and Expenses as if we had attended and successfully performed the Site Visit at the Site Visit Time originally agreed. If we then attend a previously cancelled/postponed/aborted Site Visit at a later date, you must pay us all Charges, Subcontractor Fees and Expenses for that Site Visit again. You agree that this is reasonable because of the cost to us in:

(a) lost working time of our officers, employees, agents and subcontractors who have spent time preparing or travelling to attend a Site Visit, or allocated time for the Site Visit which cannot be used for other work; and

(b) expenses of our officers, employees, agents and subcontractors incurred for the purposes of the Site Visit.

7.8 Unless:

(a) provided otherwise in the Contract Details; or

(b) agreed otherwise as a Change;

each Contract only includes one Site Visit.

7.9 In relation to health and safety during a Site Visit:

(a) you are obliged to take all necessary measures to comply with the requirements of the Health and Safety at Work etc Act 1974 and any other Acts, orders, regulations and Codes of Practice relating to health and safety which may apply to our officers, employees, agents and subcontractors in their undertaking a Site Visit;

(b) you shall promptly notify us of any health and safety hazards which may exist or arise at the Site and which may affect our officers, employees, agents or subcontractors in undertaking a Site Visit; and

(c) while at a Site, we shall procure that our officers, employees, agents and subcontractors shall comply with any health and safety measures implemented by you at the Site, provided that you have notified us of those health and safety measures on or before the Site Visit Time.

8. Charges and payment

8.1 In consideration for the provision of the Services, you will pay the Charges, Subcontractor Fees and any other amounts due to us under the Contract in accordance with this clause 8. You will also reimburse us for any expenses reasonably incurred by our employees, agents, consultants and subcontractors in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses (Expenses).

8.2 All amounts payable by you exclude amounts in respect of value added tax (VAT), which you shall additionally be liable to pay at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

8.3 We shall be entitled to submit invoices for the Charges, Subcontractor Fees, Expenses and any other amounts due to us under the Contract as follows:

(a) if dates and/or amounts for payment are specified in the Contract Details then in accordance with those dates and/or amounts;

(b) save as otherwise set out in the Contract Details, we shall be entitled to invoice you for 50% of the amount of the Charges and Subcontractor Fees immediately following the Contract becoming legally binding (see clause 2);

(c) save as otherwise set out in the Contract Details, we shall be entitled to invoice you for 100% of the Charges, Subcontractors Fees and Expenses immediately following acceptance of the Deliverables, to the extent not already invoiced to you; and

(d) except where you have been invoiced as set out above, we may invoice you for all amounts due under the Contract monthly in arrears.

8.4 You must pay each invoice due and submitted by us, within 30 days of the date of the invoice, to such bank account as we may notify to you from time to time.

8.5 If you fail to make any payment due to us under this clause 8 by the due date for payment, then, without limiting our remedies under clause 13 (Termination):

(a) you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 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%; and

(b) we may suspend all Services until payment has been made in full.

8.6 All amounts due under the Contract from you to us 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).

9. Intellectual property (does not apply to 3D Virtual Tours for which see clause 11 below)

9.1 The provisions of this clause 9 apply to all Intellectual Property Rights in our Services and Deliverables except:

(a) Intellectual Property Rights owned by Squarespace (see clause 10.2(d) below); and

(b) those created or utilised for 3D Virtual Tours. For Intellectual Property Rights in our 3D Virtual Tours see clause 11 below.

9.2 You shall retain ownership of the Intellectual Property Rights in all buildings and contents, copy, layouts, artwork, storyboards, scripts, presentations, drawings, documents, charts, graphics, photographs, films, documents, computer programs, data, reports, specifications and other materials supplied by you to us for the purpose of enabling us to supply the Services and create the Deliverables (Your Materials).

9.3 We shall retain ownership of the Intellectual Property Rights in all copy, layouts, artwork, storyboards, scripts, presentations, drawings, documents, charts, graphics, photographs, films, documents, computer programs, data, reports, specifications and other materials created by us before the Contract became legally binding on both of us (Our Materials), but we hereby grant you a non-exclusive licence (which you may not sub-license, assign or otherwise transfer) of Our Materials contained or used in the Deliverables for use in connection with your business or educational establishment.

9.4 All Intellectual Property Rights in all copy, layouts, artwork, storyboards, scripts, presentations, drawings, documents, charts, graphics, photographs, films, documents, computer programs, data, reports, specifications and other materials created by us for the purpose of producing the Deliverables (Deliverables Materials) shall belong to you from the time of payment of all sums due to us under the Contract and we hereby assign absolutely with full title guarantee all Intellectual Property Rights in the Deliverables Materials to you with effect from the time of payment of all sums due to us under the Contract.

9.5 In the event of any dispute about whether any Intellectual Property Rights are Your Materials, Our Materials or Deliverables Materials, our decision shall be final and binding on both of us.

9.6 You hereby grant to us a non-exclusive, worldwide, royalty-free licence (which you may revoke at any time by notice in writing to us) to publish and display Your Materials and the Deliverables Materials (except to the extent they contain images of children) on our websites, social media accounts, sales and promotional material and advertising materials, for the purpose of promoting our services and developing our business.

9.7 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that Your Materials infringe the Intellectual Property Rights of a third party.

9.8 We shall indemnify you against all damages, losses and expenses arising as a result of any action or claim that Our Materials or the Deliverables Materials infringe the Intellectual Property Rights of a third party.

9.9 The indemnities in clauses 9.7 and 9.8 are subject to the following conditions:

(a) the indemnified party promptly notifies the indemnifier in writing of the claim;

(b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;

(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and

(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

9.10 The indemnities in clauses 9.7 and 9.8 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.

10. Websites

10.1 All websites we build or maintain for you:

(a) are provided subject to the terms and conditions of;

(b) require the use of software and apps provided by; and

Squarespace Ireland Limited, a company registered in the Republic of Ireland with company number 527641 whose registered office is at Le Pole House, Ship Street Great, Dublin 8, D08N12C and whose website address is www.squarespace.com (Squarespace).

10.2 In relation to Intellectual Property Rights in websites we build or maintain for you:

(a) you own Your Materials (see clause 9.2) whether you create them on the website, upload them to the website or we upload them on your behalf;

(b) you own all Deliverables Materials (see clause 9.4) uploaded to the website from the time you have paid all sums due to us under the applicable Contract;

(d) Squarespace owns the rest of the Intellectual Property Rights in the website, including background Intellectual Property Rights such as templates.

10.3 If you use our compliance testing service to check that the website of your educational establishment is compliant with Department for Education requirements, then:

(a) we will be responsible for ensuring that all items required by the Department for Education (such as policies) are present and can be viewed on your website; but

(b) you are solely responsible for the content of those items (including whether they are up to date) and we specifically exclude liability for the content of any items required to be present on your website by the Department for Education.

10.4 Regarding hosting of your website:

(a) we will invoice you annually at the beginning of each yearly period for the hosting of your website;

(b) the annual contract for the hosting of your website will automatically renew on the anniversary of the date we began hosting your website. If you no longer wish us to host your website, you must notify us at least 10 Business Days before that anniversary, failing which you will be obliged to make payment for the next yearly period; and

(c) if you fail to make payment for hosting by the due date, your website will be suspended (cannot be viewed on the internet) and unless you make payment some or all of the content of your website may be lost or deleted.

11. 3D Virtual Tours

11.1 Our 3D Virtual Tours service:

(a) is provided subject to the terms and conditions of; and

(b) requires the use of software and apps owned by;

Matterport, Inc, a corporation registered with file number 4998936 in the state of Delaware in the United States of America whose registered address is at 352 East Java Drive, Sunnyvale, California 94809, United States of America and whose website address is www.matterport.com (Matterport).

11.2 In order to provide our 3D Virtual Tours service, we have to pay a subscription to Matterport for use of their cloud subscription service, which you will not have access to. In using that service, we are subject to the following terms and conditions: https://matterport.com/legal/cloud-subscription-agreement. Our subscribing to the Matterport cloud subscription service means:

(a) when we scan/video your premises for a 3D Virtual Tour, we technically own the Intellectual Property Rights in that 3D Virtual Tour scan/video, but Matterport own the digital file that contains it;

(b) that digital file cannot be exported outside the Matterport cloud system (we cannot transfer it or deliver it to you), so ownership of the Intellectual Property Rights in the 3D Virtual Tour can only be maintained by us or another subscriber to the Matterport cloud subscription service;

(c) if the subscriber to the Matterport cloud subscription service responsible for your 3D Virtual Tour ceases to pay the subscription for your 3D Virtual Tour, Matterport will delete your 3D Virtual Tour and it will be permanently lost;

(d) because Matterport charge us a hosting fee for maintaining your 3D Virtual Tour on its cloud subscription service, we will charge you an annual hosting fee for maintaining your 3D Virtual Tour;

(e) we are permitted by Matterport to download and provide you with still images from your 3D Virtual Tour for your sales and promotional purposes. We will charge you an additional fee for schematic floorplans and DWG data;

(f) you may view your 3D Virtual Tour and show it to other people using the Matterport ‘Showcase’ app on iPads and iPhones, and we will provide you with a hypertext link for this purpose. In doing so you will be subject to the following Matterport terms and conditions: https://matterport.com/legal/showcase-app-eula;

(g) we are permitted by Matterport to embed a hypertext link in your website to enable visitors to your website to view your 3D Virtual Tour using the Matterport ‘Showcase’ app;

(h) you may choose whether your 3D Virtual Tour is private (ie it can only be seen by you and us) or public (it can be seen by anyone on the internet); and

(i) since Matterport has sole control of the digital file containing your 3D Virtual Tour, we do not warrant or represent that your 3D Virtual Tour will continue to be available to view by you, your invited third parties or the public at large, or to view or edit by us even if you have paid your hosting fee, we specifically exclude any liability to you for your 3D Virtual Tour not being so available to you or us for any reason outside our control and we do not warrant or represent the continued viability or service provision of Matterport itself.

11.3 Regarding our hosting of your 3D Virtual Tour:

(a) we will invoice you annually in advance for the hosting fee for each of your 3D Virtual Tours;

(b) in relation to each 3D Virtual Tour, you may select each year whether to pay the hosting fee for that 3D Virtual Tour, or not to pay the hosting fee, in which case that 3D Virtual Tour will be deleted;

(c) you may ask us to transfer hosting of your 3D Virtual Tour to another subscriber to the Matterport cloud subscription service and we will do this if you have paid our hosting fee for that year.

11.4 Regarding Site Visits for scanning/videoing 3D Virtual Tours (in addition to the provisions of clause 7):

(a) you or your representative of appropriate seniority must be present at the beginning of the Site Visit to physically indicate to us the Site to be scanned/videoed;

(b) our equipment will visually capture your Site as you see it, including all visually apparent defects;

(c) any scan/video of the outside of your Site, including one taken from inside your Site is subject to weather conditions which may affect the outcome of your 3D Virtual Tour, or whether it can be taken at all;

(d) your staff and other third parties must not be present in the area of the Site to be scanned/videoed, which will cause delays;

(e) once your Site has been scanned/videoed, we cannot remove any unwanted objects, writing, images or other visually apparent defects through ‘photoshop’ or other similar post-production technique;

and if, as a result of these or any other factors outside our control any Site Visit for scanning/videoing a 3D Virtual Tour is delayed, has to be aborted, or your Site partially or wholly re-scanned, we shall be entitled to invoice you for additional Charges, Subcontractor Fees and Expenses on a time and materials basis for the additional Services we have to perform. Please note that, once your Site has been scanned/videoed, we cannot guarantee that we will able to join any partial re-scan to your 3D Virtual Tour, either seamlessly or at all.

12. Limitation of liability

12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

12.3 Subject to clause 12.2, our total liability to you shall not exceed 125% of the total amount of the Charges under the Contract.

12.4 Subject to clause 12.2 the following specific heads of loss are wholly excluded by both parties:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

12.5 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 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.

13. Termination

13.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

(a) 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 order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, ceasing to carry on business or ceasing to be authorised by the Department for Education as an educational establishment or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(b) 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 (where applicable) its function as an educational establishment; or

(c) 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.

13.2 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 you fail to pay any amount due under the Contract on the due date for payment.

13.3 On termination of the Contract for whatever reason:

(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 may submit an invoice for our time and materials expended, which shall be payable immediately on receipt; and

(b) termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

14. General

14.1 Force majeure. 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.

14.2 Assignment and other dealings.

(a) You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under the Contract without our prior written consent.

(b) We may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights under the Contract.

14.3 Confidentiality.

(a) Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.3(b).

(b) Each party may disclose the other party's confidential information:

(i) 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 14.3(b); and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

14.4 Entire agreement.

(a) 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.

(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any pre-Contract 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.

14.5 Waiver.

(a) 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.

(b) 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.

14.6 Severance. 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 14.6 shall not affect the validity and enforceability of the rest of the Contract.

14.7 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) 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

(ii) in the case of a notice from us to you, sent by email to the Client Contact Email Address specified in the Contract Details; or

(iii) in the case of a notice from you to us, sent by email to simon@racingsnake.media.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(ii) 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

(iii) if sent by email in accordance with the provisions of this clause 14, at the time of transmission.

14.8 Third party rights.

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.

14.9 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 and Wales.

14.10Jurisdiction. Each party irrevocably agrees that the courts of England and Wales 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.