1 Introduction 

1.1 This Website (www.omnitau.co.uk) (www.omnitau.team) (the"Website"), is owned by and operated by or on behalf of NSW Clothing Limited trading as Omnitau Clothing (“We”, “Us”, “Our”, “Seller”). If you have any questions regarding the Website or these terms and conditions, or in the unlikely event that you have any complaints about any products purchased by you from the Website, you can contact us by telephone on 0843 490 2094 or by email at hello@omnitau.co.uk or by post using the address given below:

PO Box 128

Wotton-Under-Edge

GL11 9DG

United Kingdom

Company Registration Number: 11293819

VAT Registration Number: GB 294 0572 88

2 Definitions

In these Terms:
2.1 "Business Day” means any day other than Saturday, Sunday or bank holiday;

2.2 "Buyer", “You”, “Your” means the organisation or person who accepts a quotation or offer of the Seller for the sale of Goods or whose order for Goods is accepted by the Seller;

2.3 "Buyer’s Purchase Order" means any order for Goods by the Buyer and acknowledged by the Seller in accordance with clause 7.1;

2.4 "Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;

2.5 "Delivery Date" means the date specified by the Seller when the goods are to be delivered;

2.6 "Goods" means the articles (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms.

2.7 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;

2.8 “Order” means Your order for Goods, as either submitted via the Website; set out in Your purchase order; or by Your written acceptance of Our quotation.

2.9 “Party”, “Parties”, “Us” means both the Buyer and the Seller, or either the Buyer or the Seller;

2.10 "Price" means the price payable for the Goods;

2.11 "Seller", “We", " Us", “Our” means NSW Clothing Limited, a company registered in England;

2.12 "Terms" means the standard terms and conditions of sale as set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing by the Seller;

2.13 “Website” means our websites www.omnitau.co.uk and www.omnitau.team. 2.14 “Writing” includes any communications effected by email, fax, letter or any comparable means.

3 Application of Conditions

3.1 These terms and conditions together with our Privacy Policy or any other policy referred to in these terms and conditions (“Terms”) apply to your use and access of the Website. In using this Website you are deemed to have read and agreed to the Terms which will apply to any contract between us for the sale of any product including any order placed by you for any product via the Website.

3.2 We shall reserve the right, at any time, to modify or amend these Terms. The Terms which you accept to be bound by shall be the most recent version in place at the time of your Order. It is Your responsibility to ensure that you have read and understood the Terms. Once an Order is placed and accepted by us, you will be deemed to have accepted them without reserve. We shall not be bound to notify previous Buyers of any amendments to the Terms.

3.3 These Terms shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions, whether written or implied, including any terms or conditions that the Buyer may purport to apply under any purchase order, confirmation of order or similar document, conversation, negotiation, or implied by trade, custom practice or course of dealing.

3.4 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms.

3.5 Any variation to these Terms (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Seller.

4 Interpretation

4.1 Any reference in these Terms to a statute or a provision of statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

4.2 Any phrase introduced by the Terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

4.3 The headings in these Terms are for convenience only and shall not impact their interpretation.

5 Consumer Rights

5.1 Where a Buyer acts as a consumer as defined by the Unfair Contract Terms Act 1977, nothing written in these Terms shall seek to exclude or limit the Buyers right to a remedy pursuant to statute. For more information on your statutory rights, contact your local Trading Standards Office or Citizens Advice Bureau.

6 Use of Website

6.1 The Terms apply to your use of and access to the Website including all orders submitted by you for any product or service made available by us for purchase through the Website. By accessing the Website you agree to these Terms.

6.2 If you do not agree to these Terms, you must cease using and accessing this Website.

6.3 We may deny you access to the Website at any time in our sole discretion when we believe that your use of the Website is in violation of any of these Terms, any law or any rights of any third party.

6.4 You hereby agree to be responsible to us for, and indemnify us, and keep us indemnified against all costs, damages, expenses, losses and liabilities incurred and/or suffered by us as a result of any claim in respect of your use of the Website.

6.5 To place an Order with us, you must be at least 16 years of age and be authorised to use the payment method used for your Order.

7 Basis of Sale

7.1 We, the Seller, shall sell and you, the Buyer, shall purchase the Goods in accordance with any offer to buy (Order) of the Buyer which is accepted by the Seller, or in accordance with any offer of the Seller which is accepted by the Buyer.

7.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that we may, at our discretion, accept.

7.3 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by The Seller shall be subject to correction without any liability on the part of the Seller.

8 Orders

8.1 All Orders for Goods made by you will be subject to these Terms.

8.2 All orders placed by you, whether via the Website, Buyer’s Purchase Order or other any other means, are subject to acceptance by us. After you submit your Order, we will send you an Order Confirmation email. This email is an acknowledgement that we have received your Order but it is not an acceptance of your Order, and a contract does not exist between us at this point.

8.2 We have accepted your Order, and a contract is formed between us, only when we have sent you an email confirming the products have been dispatched.

8.3 There may be circumstances where we are not able to accept your Order, for example i) if products are displayed on the Website but are no longer available or are incorrectly priced or are otherwise incorrectly described; ii) if we are unable to obtain authorisation of your payment.

8.4 If we are unable to accept your Order, we will inform you in writing that your order has been cancelled and we will refund any monies already paid for the relevant order or part thereof.

8.5 You are responsible for ensuring that the details provided in your Order are complete and accurate in all respects.

9 Out of Stock Items

9.1 All Goods are subject to availability.

9.2 Where any Goods forming a part, or the whole of your Order, are out of stock and unavailable for dispatch we will contact you in Writing to advise which Goods are affected and when we expect such Goods to be restocked.

9.3 In the circumstance where part of an Order is out of stock, we will ship Goods as they become available without any additional shipping charges for delayed Goods.

9.4 Where we have notified you that Goods forming a part, or the whole of your Order, are out of stock and unavailable for dispatch, you have the right to cancel your Order for the affected Goods at any time before they are dispatched to you by confirming the same to us in Writing.

10 Description and Specification of Goods

10.1 All pictures, illustrations and descriptions contained on our Website, catalogue(s), price list(s) and/or advertisements or otherwise communicated to you are intended to present a general idea of the Goods described and not intended to form part of the Contract or have any contractual force.

10.2 We take every care to ensure that colour reproduction of the Goods on our Website is a close representation, we cannot accept any responsibility for any variation in colour caused by the browser software or computer system used to view the Goods.

10.3 While we take steps to minimise such occurrences, there may be variations in shade and size of Goods caused by for instance, but not limited to, different brands and batches. These variations will not be considered a defect with the Goods unless there is a material deviation from the description of the Goods. (See clause 16 for our guarantees)

10.4 We reserve the right to make substitutions and modifications to the specification of the Goods that may be required to conform to any applicable safety or legal or regulatory requirements, or where the goods are to be provided to the Sellers specification, provided that they do not materially affect their quality or performance.

10.5 Prices and availability of goods are subject to change without notice.

10.6 If you order personalised Goods from us, we will produce and alter those Goods to your specifications and requirements.

10.7 When placing an order for personalised Goods, it is your responsibility to ensure all information that you provide to us is correct, accurate and complete. We cannot accept the return of any personalised Goods if the return is due to incorrect information provided by you. Please note this does not affect your statutory rights (including but not limited to those described in these Terms).

10.8 Further terms applicable to the order of personalised goods can be found at clause 11 of these Terms.

11 Personalised Goods

11.1 This clause 11 applies to any Orders containing Goods which you instruct us to produce and alter according to your specifications or requirements.

11.2 By uploading or submitting to us any material (including an image, design, logo or word/phrase) (“Artwork”) to personalise Goods, you confirm that you have the permission to do so, either via a license or otherwise, and that no intellectual property rights are being infringed.

11.3 You agree to defend, indemnify and hold us harmless from and against any and all claims, damages, costs and expenses (including legal fees) arising from or relating to your use of any Artwork that infringes the rights of any third party.

11.4 We have the right and sole discretion to refuse to process your Order or to terminate our Contract with you without liability where Artwork submitted for personalisation of Goods:

11.4.1 is inaccurate, defamatory, obscene, offensive, indecent, pornographic, abusive, blasphemous, hateful, threatening, inflammatory, in breach of privacy or which may cause annoyance, upset, anxiety, embarrassment or inconvenience to any other person;

11.4.2 discriminates based on race, sex, religion, nationality, disability, sexual orientation or age;

11.4.3 includes any data relating to another person that personally identifies them without their express approval. By uploading or submitting any such content, you agree that you have obtained this approval;

11.4.4 Supports, promotes or assists violence or any unlawful act; or

11.4.5 Infringes any third party rights. In particular, you must ensure that you either own the copyright in any Artwork that you upload or submit or that you are fully licenced by the copyright owner to use the Artwork, that you are not infringing any third party's trademark (whether registered or not), or breaching any duty of confidentiality to any third party.

11.5 By uploading or submitting Artwork to us, you grant us a licence, at no cost, to use, reproduce, adapt, and publicise that Artwork for the purpose of performing our obligations and exercising our rights under the Contract. Please note that this includes the right to modify the Artwork in order to conform it to the requirements of the Goods you have ordered.

11.6 You will have no rights or interests in the digitalised Artwork files which we create when you upload or submit Artwork to us. These files are created purely to enable us to apply the Artwork to Goods (i.e. they contain print or embroidery patterns) and we will not use the Artwork files except to the extent required to comply with our obligations to you under the Contract.

11.7 We will endeavour to reproduce the colours of the Artwork with the print colours/embroidery cotton colours on the Goods as closely as possible. We will choose the closest colour match possible but we are unable to guarantee that the colours will be an exact reproduction of the Artwork. In addition, we will endeavour to position the Artwork on the Goods exactly as you have designed it but we are unable to guarantee that the positioning will be an exact reproduction of your design. You will not be able to reject or return products on these grounds except to the extent that you feel that the Product no longer materially conforms to its description.

11.8 All Orders for personalised Goods will be processed in accordance with a final proof which is to be approved by you. It is this proof, as approved by you, that will form the basis of your Order with us.

11.9 You have no rights, either legal or in accordance with these Terms, to cancel an Order for personalised Goods or to obtain a refund for Personalised Goods unless the Goods are found to be faulty or materially different to the description given. In particular no refunds will be given where Goods are provided which match your approved proof albeit that you have failed to spot an error in the same.

 

 

12 Pricing

12.1 The Price of the Goods shall be the List Price at the time of Order, or as otherwise may be agreed in Writing between the Parties, and as confirmed by us in the confirmation of Order.

12.2 Where shipping, insurance, VAT or any other sales tax, or any other charges are shown separately from the price of Goods they are nonetheless payable by you at the same time as if they form part of the price and shall be treated as such for the purpose of these Terms.

12.3 We reserve the right at any time before delivery of the Goods to increase the Price to reflect changes in costs of transport, shipping, labour etc. We shall notify you in Writing as soon as possible of any price alteration and this will serve to vary the Contract. Where the price alteration exceeds a 10% increase, you shall have the right to cancel your Order.

12.4 Our prices may change at any time without prior notice but these changes will not affect Orders which have been accepted.

12.5 We make every reasonable effort to ensure that our prices shown in any quotation that we give are correct. Prices will be checked when an Order is processed and the applicable Price for that Order will be as defined in clause 12.1. If the actual Price of the Goods is higher than that detailed in a quotation, we will ask you how you wish to proceed.

13 Payment

13.1 All payment for Goods must be made in advance before we can process your Order and/or dispatch the Goods to you unless we have agreed in Writing a credit facility for your account.

13.2 Where a credit account has been agreed in Writing between the parties, you shall pay the Price of the Goods and any associated charges pursuant to clause 12.2 (less any discount or credit allowed by us, but without any other deduction credit or set off) within 30 days of the date of our invoice. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the title in the Goods has not passed to you. The time for payment shall be of the essence in the Contract.

13.3 Interest on overdue invoices shall be charged in accordance with the Late payment of Commercial Debts (Interest) Act 1998 (as amended) (“the Act”) at rate of 8% per annum above the Bank of England base rate. Interest shall accrue on a daily basis from the due date for payment until the actual date of payment, whether before or after judgment. Compensation will also be payable on overdue invoices in accordance with the Act.

13.4 We may withhold the delivery of further Orders to you, whether they be fully paid or not, if any sums are overdue under the Contract.

13.5 You must notify us in Writing within 5 Business Days of the date of an invoice, if you consider the invoice to be incorrect in any way. Where you have contacted us promptly and in good faith no interest will accrue on disputed sums contained within that invoice. Where only part of an invoice is disputed, you must pay undisputed elements within credit terms as set out in clause 13.2.

14 Delivery

14.1 Unless otherwise agreed, delivery of the Goods will be deemed to have taken place when the Goods have been delivered to the delivery address specified by you in your Order.

14.2 If you fail to take delivery of the Goods or any part of them on the Delivery Date and/or you fail to provide any instructions, documents, licences or any other relevant information, then at that time all additional costs and expenses including storage and insurance charges arising from such failure shall pass to you together with the risk in the Goods as detailed in clause and the Goods shall be deemed to have been delivered.

14.3 The Delivery Date specified by us is an estimate only and may vary according to for example availability of Goods, your location, and circumstances beyond our control. Time for delivery shall not be of the essence in the Contract.

14.4 It is your responsibility to verify the Goods and their condition upon delivery.

14.5 We shall be under no liability for any damage or shortages that would not be apparent on reasonable careful inspection if the terms of this clause are not complied with, and, in any event will be under no liability if a written/verbal complaint is not made to us within 72 hours of delivery detailing the alleged damage or shortage.

14.6 In all cases where defects or shortages are complained of, we shall be under no liability in respect thereof unless we are provided with an opportunity to inspect the Goods before any use is made thereof.

14.7 Subject to clause 14.5 and 14.6 we shall make good any shortage in the Goods and where appropriate replace any goods damaged in transit as soon as it is reasonable for us to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

14.8 If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

15 Returns

15.1 If you are not completely satisfied with the Goods that you have ordered you may return them to us free of charge within 30 days of receipt in accordance with our Returns Policy. Our returns policy applies in addition to your legal right to cancel your Order with us (if applicable and as set out in clause 18) and does not affect any legal rights you may have in respect of faulty or misdescribed Goods. For more information please see our Returns Policy where you can also download a free return mailing label.

15.2 Whether exercising your legal right to cancel or are returning Goods under our Returns Policy, Goods which are made to your unique specification or that are personalised for you, such as, but not limited to, items bearing your name, initials, logo or other personal information, or products sealed for health protection, or hygiene purposes once you have unsealed them are not eligible for a return/refund unless faulty.

15.3 All Goods eligible for return must be returned in their unused, original condition, with any tags attached and seals unbroken. Incomplete, damaged, worn, soiled or altered Goods or anything that we reasonably believe to have been used before being returned will not be accepted and will sent back to you.

15.4 Refunds for returned Goods will be made back to the original method of payment within 14 days of us having received the returned Goods. Delivery charges will not be refunded.

16 Guarantee

16.1 We warrant that the Goods that we supply will be free from material defects and shall repair, or at our sole discretion, replace such Goods free of charge, where we are notified of such defects within 72 hours of delivery and subject to the exceptions listed in clause 16.2.

16.2 Our guarantee does not apply to any defects in the Goods caused by:

16.2.1 Normal wear and tear;
16.2.2 Deliberate damage and/or misuse of the Goods;
16.2.3 Accidental damage;

16.2.4 Failure to use the Goods in accordance with their instructions; or

16.2.5 The alteration or repair of the Goods by you or any third party that is not authorised by us.

16.3 In addition to clause 16.2 please note that slight variations in the colour of Goods (including slight variations in the colour of any personalised element) will not count as a material defect.

16.4 In addition to clause 16.2 and clause 16.3, variations in the size of a product will not be considered a defect unless the Goods differ materially from the sizes given in the Goods description. Sizes can differ between and within brands.

16.5 Where the Goods have been manufactured and supplied to us by a third party, any warranty granted to us in respect of the Goods shall be passed on to you.

16.6 Subject as expressly provided in these Terms, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

16.7 Where the Goods are sold under a consumer sale your statutory rights are not affected by these Terms. For full details of your rights and remedies in respect of faulty, damaged or incorrect goods please contact your local Citizens Advice Bureau or Trading Standards Office.

17 Risk and Retention of Title

17.1 Risk of damage or loss to the Goods shall pass to you, from us, once delivery is complete as defined in clause 14.

17.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, legal and beneficial title of the Goods shall not pass to you until we have received payment in full for the price of the Goods.

17.3 Until payment has been made in accordance with these Terms and title in the Goods has passed to you, you shall:

17.3.1 Store the goods separately and in an appropriate environment; 17.3.2 Insure the Goods against all reasonable risks;

17.3.3 Notify us immediately if you become subject to any of the events listed in clause 19.1.

17.4 We reserve the right to repossess any Goods in which we retain title without notice. As such, you irrevocably authorise us to enter the premises where the Goods are stored during normal business hours for the purpose of repossessing the Goods.

18 Cancellation

18.1 Where you are contracting with us a consumer (as defined within the Unfair Contract Terms Act 1977) you have a legal right to change your mind and cancel your order within 14 days of receipt, and receive a refund of all charges for the cancelled Goods and the delivery charges. We will process the refund to you without delay and in any event not later than i) 14 days after we receive back from you and Goods supplied; or ii) if there were no Goods supplied, 14 days after the day on which we receive your clear cancellation notice in Writing. If you do wish to cancel your order you may use the cancellation form found here or contact us via email.

18.2 You have no rights, legal or otherwise to cancel an Order for products that are made to your unique specification or that are personalised for you, such as, but not limited to, items bearing your name, initials, logo or other personal information, or products sealed for health protection, or hygiene purposes once you have unsealed them.

18.3 Where you are contracting with us other than as a consumer, no Order which has been accepted by us may be cancelled except with our written agreement. Such agreement may be given, at our sole discretion, at any point up until dispatch of the Goods and if given will be on the terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by us a result of the cancellation. In all cases where cancellation of the Contract is accepted by us (other than in the case of a price increase as detailed in clause 9.4 or 12.3 of these Terms), we reserve the right to levy a cancellation charge of 5% of the agreed price to cover handling, administration and other costs incurred by us.

19 Termination

19.1 Without limiting any of our other rights and remedies, we may terminate the Contract with immediate effect by giving Written notice to you if:

19.1.1 You commit a material breach of any term of the Contract and (if such breach is remediable) fail to remedy that breach within 7 days of you being notified to do so; or

19.1.2 You become subject to an administration order or make any voluntary arrangement with your creditors (within the meaning of the Insolvency Act 1986) or (in the case of an individual or firm) become bankrupt or (in the case of a company) go into liquidation; or

19.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets; or

19.1.4 You suspend or threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

19.1.5 Your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

19.2 If clause 19.1 applies then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to you, and if the Goods have been delivered to you but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement of arrangement to the contrary.

20 Limitation of Liability

20.1 Subject to these Terms, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

20.1.1 any breach of these conditions;

20.1.2 any use made (including but not limited to modifications) or resale by you of any Goods, or of any product incorporating any of the Goods; and

20.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

20.2 All warranties, 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) are, to the fullest extent permitted by law, excluded from the Contract.

20.3 Nothing in these Terms seeks to exclude or limit our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.

20.4 Subject to conditions 20.2 and 20.3:

20.4.1 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in

connection with the performance or contemplated performance of the Contract shall be limited to the price of the Goods within the Contract; and

20.4.2 we shall not be liable to you for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

20.5 The limitations of liability in these Terms shall equally apply for the benefit of NSW Clothing Limited and any other associated company of NSW Clothing Limited.

21 Data Protection (Personal Information) and Confidentiality

21.1 We are registered under the Data Protection Act 2018 and all information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of said statute.

21.2 We may use your personal information to provide our Goods and services to you, process your payment for the Goods, and inform you of new products and services available from us. You may request that we stop sending you this information at any time.

21.3 In certain circumstances, and with your consent, we may pass your information on to credit reference agencies. We will not pass your personal information to any other third party without first obtaining your express permission.

21.4 Each Party undertakes that it shall not at any time disclose to any person any information of a confidential nature concerning the business affairs, customers, clients or suppliers of the Party or of any member of the group of companies to which the other Party belongs including but not limited to sales materials, documentation or any other similar material (“Confidential Information”, except as permitted by clause 21.5

21.5 Each Party may disclose the other Party’s Confidential Information:

i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with the Contract providing that it uses all reasonable endeavours to ensure compliance with this Term by said third party.

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

21.6 Neither Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

21.7 To the extent that each Party receives personal data from or on behalf of the other Party, each Party represents and warrants that it will comply with all applicable laws, rules, and regulations pertaining to personal data; it will keep such personal data confidential and only use it as necessary for the business relationship between the Parties; and it shall use reasonable measures to protect the security and integrity of such data.

21.8 The Buyer shall indemnify the Seller against, and covenant to pay a sum equal to, all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller arising out of a breach of Section 21.

21.9 Section 21 shall survive termination of the Contract.

22 Communications & Notices

22.1 Any notice given to a Party under, or in connection with, the Contract shall be in Writing, addressed to that Party at its registered office (if it is a company), or its principal place of business, or such other address as that Party may have specified to the other Party in Writing at the time of Order, and shall be delivered personally, or sent by pre-paid first class post, or email.

22.2 Any notice or other communications shall be deemed to have been received:

22.2.1 if sent via pre-paid first class post, two Business Days after posting (exclusive of the day of posting);or

22.2.2 if delivered by hand, on the day of delivery; or

22.2.3 if sent via email on a Business Day prior to 4.00pm, at the time of transmission and otherwise on the nest Business Day.

23 Force Majeure

23.1 We will not be liable for any delay or failure in performing any of Our obligations where that delay or failure results from causes beyond Our reasonable control. Such

causes include, but are not limited to acts of God, strikes, lock outs or other industrial action by third parties, accidents, acts of war, acts of terrorism (threatened or actual), fire, breakdown of plant or machinery, or any other event that is beyond Our reasonable control.

23.2 If any event described under this Clause 23 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms:

23.2.1 We will inform you as soon as is reasonably practicable;

23.2.2 Our obligations under these Terms will be suspended.

24 Waiver

24.1 No failure or delay by Us to enforce any provision of these Terms shall be treated as a waiver of that Provision, nor shall it affect Our right to subsequently enforce the same, or any other, provision.

25 Severance

25.1 If any provision of these Terms is held by any competent authority to be unlawful, invalid or otherwise unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.

26 Third Party Rights

26.1 A person who is not party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

27 Assignment

27.1 We may assign our obligations and rights under these Terms (and under the Contract as applicable) to any third party.

27.2 You have no rights of assignment of the Contract or any part of it.

28 Governing Law and Jurisdiction

28.1 These Terms, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with English Law.

28.2 Parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales. All legal proceedings shall be conducted in English.