Supplier Terms & Conditions

1. These Terms
   1. These terms will apply to all services (the ​“Services”) provided by the sub-contractor (the ​“Sub-Contractor”) to Broadsword Event House Limited (the ​“Company”) or any trading entity of the Company, including those services as set out in any written proposal, work order, exchange of emails or as otherwise agreed (in writing or otherwise) between the Sub-Contractor and the Company.
   2. In consideration of the payment of the agreed fees by the Company, the Sub-Contractor agrees to provide the Services to the Company in accordance with these terms and conditions.
   3. For the avoidance of doubt, the Sub-Contractor shall be free, subject to these terms, to provide other services to other parties.
   4. In these terms ​“Agreement” shall refer to the contract between the Sub-Contractor and the Company for the supply of Services in accordance with these terms and conditions.
2. Fees and Expenses
   1. In exchange for the Sub-Contractor delivering the Services, the Company will pay Sub-Contractor the agreed fees in the currency agreed between the parties.
   2. The fees, unless stated otherwise, will be exclusive of value added tax or other goods and services taxes which will be payable or withheld as the case may be. 
   3. The Company shall pay the fees in accordance with the payment terms agreed between the parties or otherwise within 30 days of the delivery of the Services (in each case provided that the Company accepts the Services to which the relevant invoice relates).
   4. The Company shall reimburse the Sub-Contractor for any reasonable expenses incurred in connection with the provision of the Services provided any such expenses have been approved by the Company in advance.
   5. Except as otherwise required by law, the Company shall not withhold any sums from payments made to the Sub-Contractor for income tax, VAT or National Insurance contributions in respect of the Sub-Contractor’s employees or agents and all such withholdings, liabilities, and contributions shall be solely the Sub-Contractor’s responsibility and obligation.
   6. The Sub-Contractor will not be entitled to payment for work which is outside the scope of the agreed Services or which is not of reasonable quality.
3. Duration and Absence
   1. This Agreement will commence on the date agreed between the parties or, if earlier, the date on which the Sub-Contractor starts providing the Services to the Company (“Commencement Date”) and will remain in force unless terminated by either party serving not less than 30 days’ notice in writing on the other. If a specific project or assignment is ongoing or in progress at the time of the termination then the Company may require that assignment continues to be performed by the Sub-Contractor until completion of the project upon which the Sub-Contractor is engaged to provide the Services and this Agreement will remain in force to the extent required. 
   2. This Agreement shall not constitute an obligation to provide work on the part of either the Company or an obligation to work on the part of the Sub-Contractor, however, if any of the Sub-Contractor’s personnel plan to be absent for any period during which it is agreed that the Sub-Contractor will supply Services then the Sub-Contractor must notify the Company at least 28 days prior to such absence. The Sub-Contractor’s personnel may take emergency absence for sickness or other reasons, provided that evidence is provided of the reason for such absence. No periods of absence will be payable by the Company. 
4. Obligations on the Parties
   1. The Sub-Contractor shall ensure that the Services to be performed under this Agreement are performed and undertaken by competent personnel in accordance with the best professional standards. The Sub-Contractor shall procure that such personnel shall deliver the Services with all due care, skill and diligence within agreed timescales or in accordance with other agreed targets.
   2. The Sub-Contractor warrants that its personnel have the necessary resources, skills and expertise to provide the Services to the required standard and that the Services delivered under this Agreement will confirm and operate in all respects to any specifications and terms agreed with the Company.
   3. The Sub-Contractor shall provide full co-operation and assistance to the Company’s staff, freelancers, contractors and consultants in all matters relating to the provision of the Services and the overall project to which the Services relate. 
   4. The Sub-Contractor shall promptly provide written updates when requested by the Company and shall, when required, discuss with the Company the progress made on the Services.
   5. The Sub-Contractor will procure that its personnel and any employees, agents or contractors proposed by it comply with the obligations and restrictions set out in this Agreement and, if requested by the Company, enter into direct covenants with the Company in similar terms.
   6. The Sub-Contractor shall affect appropriate insurance with a reputable insurance company providing a minimum level of cover as would be normal and prudent to insure against in connection with the provision of the Services and all risks associated with this Agreement, and will supply the Company with copies of any such certificates of insurance on request.
   7. The Company shall take all reasonable action as is necessary for the efficient transmission of information, materials and instruction to enable the Sub-Contractor and its personnel to provide the Services and to fulfil the Sub-Contractor’s obligations under this Agreement.
   8. In the event any of the Company’s clients or customers approach the Sub-Contractor or any of its personnel directly in connection with the provision of the Services or the event or booking to which the Services relate, the Sub-Contractor shall promptly notify and consult with the Company. The Sub-Contractor shall not (and shall procure that no member of its personnel) agree to any matters or circumstances with the Company’s clients or customers that would impact the provision of Services or the event or booking to which the Services relate without the prior express consent of the Company.
5. Removal and Substitution of Sub-Contractor’s Personnel
   1. The Company shall have the right to require the removal of any of the Sub-Contractor’s personnel or any other person engaged in the performance of the Services if, in its reasonable opinion and upon having given prior notice to the Sub-Contractor, his or her performance or conduct is or has been unsatisfactory. In such circumstances, the Sub-Contractor shall promptly remove and replace the person specified.
   2. The Sub-Contractor may substitute any of its personnel subject to the Company’s prior consent. 
6. Conflict of Interest
   1. The Sub-Contractor warrants that at the Commencement Date it is not undertaking any work for any third party (be it any person, firm or company) and agrees that it shall not for the duration of this Agreement, undertake any work, which may cause a conflict of interest in relation to the delivery of Services. Should any potential conflict of interest arise the Sub-Contractor shall notify the Company as soon as possible after it becomes apparent. The Company will then notify the Sub-Contractor specifying the Company’s requirements for the resolution of the conflict of interest.
   2. The parties agree that for the purposes of clause 6.1 no conflict of interest shall exist in and of itself to the extent the Sub-Contractor provides services to a competitor of the Company or the end-client, however the Sub-Contractor agrees and confirms that it won’t at any time share any Confidential Information in relation to the Services, or the event or booking to which the Services relate, to any competitor of the Company or the end-client. 
7. Guarantee by the Individual
   1. In this Agreement ​“Individual” means, where the Sub-Contractor is a body corporate with one shareholder or two shareholders who are spouses, that shareholder or shareholders.
   2. The Individual (if applicable) agrees as primary obligor irrevocably and unconditionally to ensure the Sub-Contractor’s full and prompt performance of all its obligations under this Agreement and the Individual shall indemnify the Company on demand against all costs, claims, liabilities or expenses which the Company may incur arising from or in connection with any breach by the Sub-Contractor of any of its obligations under this Agreement.
8. Indemnity
   1. The Sub-Contractor shall indemnify, and keep indemnified the Company against all claims, damages, liabilities, costs, losses and expenses, including reasonable legal fees and expenses incurred by the Company:
      1. as a result of the Sub-Contractor’s negligence or the negligence of its personnel, employees and agents in performing the Services; 
      2. in relation to any bodily injury or damage to property incurred from or in connection with the performance of the Sub-Contractor or its personnel, employees and agents under this; 
      3. which arises out of a breach by the Sub-Contractor of any obligations (including, without limitation, any warranty or confidentiality obligations) under this Agreement; and
      4. in relation to any work provided by the Sub-Contractor which is outside of the scope of the agreed Services.
9. Intellectual Property
   1. In this clause 9, the following terms shall have the following meanings:
      1. “Intellectual Property Rights” means any patent, petty patent, copyright (including the entire present and/​or future copyright), databases and database rights, registered design or other design right, utility model, trade mark (whether registered or not and including any rights in get up or trade dress), chip topography right, brand name, service mark, trade name, business name (whether registered or not), internet domain name, and any other rights in respect of any other intellectual property, whether capable of registration or not and wherever existing in the world and including all renewals, extensions and revivals and all rights to apply for any of the foregoing rights; and
      2. “Work” means all prior, current and future work created by the Sub-Contractor or the Individual (if applicable) for and on behalf of the Company including, but not limited to, any and all software code, methodologies and architecture, aesthetic and functional designs, documentation, text, graphics, video and other material and any tangible or intangible product, process or design which has at any time been created for, with or on behalf of the Company by the Sub-Contractor or the Individual (if applicable).
   2. In consideration of the payment of the fees to the Sub-Contractor under this Agreement, receipt of which is hereby acknowledged by the Sub-Contractor, the Sub-Contractor and the Individual hereby assign to the Company (or if so requested by the end-client, to the end-client) with full title guarantee all Intellectual Property Rights and other rights in and to the Work for the full term of such rights including any extensions, renewals, revisions and revivals together with all accrued rights of action. This assignment includes, but is not limited to the rights to resell such rights to a third party, and to make such changes as are necessary for the maintenance and updates of the Work. The Company grants to the Sub-Contractor and the Individual a limited licence to use such Intellectual Property Rights to the extent necessary to enable the Sub-Contractor to properly perform the Services in accordance with the terms of this Agreement. Any such licence shall be revoked immediately upon termination of this Agreement for any reason.
   3. The Sub-Contractor and the Individual hereby waive all moral rights in and to the Work to which they may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world.
   4. Any rights in the Work which do not constitute Intellectual Property Rights including without being limited to, the right to protect the work as confidential information, shall also be assigned to the Company under this clause.
   5. The Sub-Contractor and the Individual declare that the waivers contained in clause 9.3 shall operate in favour of the Company and its licensees, assignees and successors in title.
   6. The Sub-Contractor and the Individual hereby warrant:
      1. that they have not granted and will not grant or purport to grant to any person other than the Company any legal, beneficial or other rights in or to the Work or the Intellectual Property Rights in the Work;
      2. that they are not aware of any infringement or alleged infringement of any third party Intellectual Property Rights in relation to or arising out of the Intellectual Property Rights in and to the Work;
      3. that except where otherwise attributed, the Work is or will be their original work and they are entitled to make this assignment; and
      4. that the Work will not infringe the rights of any other person and the Sub-Contractor and the Individual shall indemnify the Company against all costs, claims, liabilities and expenses incurred by the Company arising directly or indirectly as a result of any breach of this clause.
   7. The Sub-Contractor and the Individual agree to indemnify the Company and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company, or for which the Company may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works supplied by the Sub-Contractor to the Company during the course of providing any Services. The Company may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Sub-Contractor.
   8. Notwithstanding the terms of clauses 9.1 to 9.7 above:
      1. the Sub-Contractor and the Individual will at the request of the Company take all steps and procure the execution of any necessary documents provided by the Company to properly vest in the Company such Intellectual Property Rights to or in the Work.
      2. the Company shall retain ownership of all Intellectual Property Rights of whatever nature whether capable of registration or not in all software code, information, materials, diagrams, designs etc provided to the Sub-Contractor or the Individual in relation to this Agreement. The Company will not grant to the Sub-Contractor or Individual any licence to use such information or materials other than for the purposes of enabling the Sub-Contractor to provide the Services in accordance with the terms of this Agreement.
      3. all Intellectual Property Rights in any output, documents, diagrams, knowhow, designs, software code or other materials created by the Sub-Contractor or the Individual independently outside the scope of this Agreement shall continue to belong to the Sub-Contractor and the Individual (“Background IPR”) and nothing in this Agreement shall serve to transfer any rights to any Background IPR to the Company, unless agreed otherwise between the parties. The Sub-Contractor and the Individual hereby grant the Company an irrevocable perpetual royalty-free non-exclusive worldwide licence to use any Background IPR owned by or licensed to the Sub-Contractor and/​or the Individual which is incorporated in any Work provided by the Sub-Contractor under or in connection with this Agreement or otherwise to the extent necessary for the Company to make reasonable use of the Services.
10. Confidentiality
    1. This clause applies to all Confidential Information of the Company and its clients, freelancers and suppliers. The terms of this Agreement including any written proposal or work order for the provision of the Services shall be confidential to all parties. 
    2. “Confidential Information” refers to any trade secrets or confidential information whether business or personal relating to the Company and its clients, freelancers or suppliers including (without limitation) business and marketing plans, knowhow, sales, trading strategies, financial data and strategies, salaries and employee benefits, operational costs, designs, drawings, photographs, details of processes, plans, formulae, any Intellectual Property Rights, details of techniques and materials, new products, client and supplier lists, price lists, management accounts, research and research discoveries, processes, trade secrets and other confidential information relating to the affairs of the Company or its freelancers, clients, prospective clients, suppliers and agents. For the avoidance of doubt ​“Confidential Information” shall include any Work created by the Sub-Contractor or the Individual for the Company.
    3. The provisions of this clause 10 shall not apply to any Confidential Information that:
       1. is or becomes generally available to the public (other than as a result of its disclosure by the Sub-Contractor or its representatives in breach of this clause);
       2. was available to the Sub-Contractor on a non-confidential basis before disclosure; or
       3. the parties agree in writing is not confidential or may be disclosed.
    4. The Sub-Contractor and the Individual agree that as a result of undertaking tasks for the Company, they may have access to Confidential Information. The Sub-Contractor and the Individual therefore further confirm that, from the Commencement Date until termination howsoever arising and at any time thereafter, they will not (whether directly or indirectly and whether on their own behalf or on behalf of any third party) without the prior written consent of the Company:
       1. subject to this clause 10, make use of or disclose to any third party any Confidential Information and the Sub-Contractor and the Individual will use best endeavours to prevent such use or disclosure by any third party;
       2. copy, download or reproduce in any form, or allow others to copy, download or reproduce, any information, documents, disks, tapes or other material containing or referring to Confidential Information other than as is reasonable in connection with the provision of the Services;
       3. make any statement (written or oral), or provide any information or write any article or book, for the press or otherwise for publication on any matter connected with or related to the business and/​or affairs of the Company (including but not limited to matters relating to any worker, client/​customer, supplier, agent or other connection of the Company);
       4. make any statement (written or oral) or provide any information to any third party in circumstances such that they ought reasonably to be aware or suspect or believe that such third party might pass on such statement or any part of such statement for publication.
    5. The Sub-Contractor and the Individual may disclose the Company’s Confidential Information to its representatives (meaning any of its employees, officers, contractors, sub-contractors, representatives and advisers) who need to know such Confidential Information for the purposes of exercising or performing the Sub-Contractor’s rights and obligations under or in connection with this Agreement, provided that:
       1. they inform its representatives of the confidential nature of the Confidential Information before disclosure;
       2. at all times, they are responsible for such representatives’ compliance with the confidentiality obligations set out in this clause; and
       3. if the Company so requires, the representatives enter into equivalent confidentiality and non-disclosure undertakings with the Company in any such form as may be reasonably requested by the Company.
    6. All written and oral information and material disclosed or provided by the Company to the Sub-Contractor and the Individual under this Agreement is Confidential Information regardless of whether it was provided before or after the Commencement Date or how it was provided to them.
    7. The Sub-Contractor and the Individual shall not, either during the term of this Agreement or after its termination, make any public statement about the Company which is detrimental or prejudicial to the business or reputation of the Company. 
    8. The Sub-Contractor and the Individual may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent they are legally permitted to do so, they give the Company as much notice of such disclosure as possible.
    9. On termination or expiry of this Agreement howsoever arising, the Sub-Contractor and the Individual shall:
       1. destroy or return to the Company all documents and materials (and any copies) containing, reflecting, incorporating or based on the Company’s Confidential Information;
       2. erase all of the Company’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
       3. if so requested, certify in writing to the Company that they have complied with the requirements of this clause, provided that the Sub-Contractor and the Individual may retain documents and materials containing, reflecting, incorporating or based on the Company’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
    10. The Sub-Contractor and the Individual acknowledge that damages may not be a suitable remedy for any breach of this clause 10. Accordingly, in addition to any other rights and remedies to which it may be entitled, the Company shall also be entitled to seek injunctive relief and any other form of equitable relief to enforce the provisions of this clause and no proof of special damages shall be necessary for the enforcement thereof. 
    11. The obligations of confidentiality contained in this clause 10 will remain in force beyond the termination of this Agreement.
11. Relationship of the Parties

The Sub-Contractor is an independent contractor, not subject to the direct control of the Company. Nothing in this Agreement shall be construed as creating any contract of employment or relationship of principal and agent or partnership or joint venture between the Company and the Sub-Contractor. Neither party wishes to create or imply any mutuality of obligation between themselves and the Company is not under any obligation to accept any work which may be offered. The Company may provide the Sub-Contractor or its employees and agents with general guidance to assist the Sub-Contractor in completing the Services to the Company’s satisfaction, but the Sub-Contractor is ultimately responsible for directing and controlling the performance of the Services, in accordance with the terms and conditions of this Agreement.

1. Compliance with Laws and Policies 
   1. The Sub-Contractor acknowledges that the Company is strongly committed to maintaining the highest standards of business practice and compliance with all laws and regulations applicable to it. In performing its obligations under this Agreement the Sub-Contractor shall and shall procure that its personnel comply with all applicable laws, statutes, regulations and codes from time to time (“Applicable Laws”) and all of the Company’s business policies and codes as may be notified to the Sub-Contractor from time to time (“Company Policies”). This shall include (but is not limited to) Applicable Laws and Company Policies relating to the following:
      1. anti-bribery and corruption;
      2. tax evasion facilitation offences;
      3. child labour, the national legal minimum or living wage (as applicable) and maximum working hours;
      4. modern slavery, forced labour and human trafficking;
      5. health and safety standards;
      6. equality, diversity and inclusion;
      7. data protection; and
      8. freedom of association.
2. Termination
   1. Either party may terminate this Agreement immediately by giving notice in writing to the other:
      1. if the other commits a breach of any of the terms of this Agreement and in the case of a remediable breach does not rectify it within 14 days of a written request to do so; or
      2. in the event of either party’s voluntary or compulsory liquidation, bankruptcy or statutory or private composition or agreement with its creditors in order to avoid bankruptcy.
   2. The Company may terminate this Agreement immediately by written notice if the Sub-Contractor or any of its personnel, agents or employees:
      1. fail to provide a reasonably satisfactory level or quality of service or fail to provide the Services on the agreed days or dates; or
      2. are guilty of serious misconduct in relation to the provision of the Services; or
      3. are convicted of any criminal offence; or
      4. have materially damaged the interests of the Company or brought the Company into disrepute; or
      5. are engaged in any activity which in the Company’s reasonable opinion gives rise to a conflict of interest.
   3. The Company may also terminate this Agreement immediately by written notice to the Sub-Contractor if:
      1. the end-client requests the Sub-Contractor’s removal from the project to which the Services relate; or
      2. the end-client terminates or suspends its contract with the Company for any reason.
   4. On termination of this Agreement the Sub-Contractor and the Individual shall:
      1. immediately deliver to the Company all property of the Company’s that is in their possession or under their control; and
      2. irretrievably delete any information relating to the Company’s business or the business of any client, customer or supplier of the Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in their possession or under their control outside the premises of the Company. 
   5. Termination of this Agreement shall be without prejudice to any other rights or remedies and shall not affect any rights accrued or obligations arising on or before the date of termination.
3. Data Protection and Security
   1. In this clause:
      1. “Data Legislation” refers to all applicable laws and regulations relating to the processing of personal data and privacy as may be applicable from time to time including the Data Protection Act 2018 and the UK GDPR.
      2. “UK GDPR” means European Union Regulation (EU) 2016/679 (General Data Protection Regulation) as such regulation is adopted into the law of the United Kingdom pursuant to the European Union (Withdrawal Act) 2018 and as amended by the Data Protection Act 2018 and any successor regulation or law.
      3. “Controller”, ​“processor”, ​“data subject”, ​“personal data” and ​“processing” shall have the same meaning as in the Data Legislation, and their cognate terms shall be construed accordingly.
      4. “Company Data” shall have the meaning given to it in clause 14.4.
   2. Both parties will comply with all applicable requirements of the Data Legislation in the processing of personal data. This clause does not relieve, remove or replace a party’s obligations under the Data Legislation.
   3. The parties acknowledge that for the purposes of the Data Legislation the Company is the controller and the Sub-Contractor is the processor. The table underneath this clause sets out the scope, nature and purpose of the processing, the duration of the processing, the types of personal data and categories of data subject.
   4. The Sub-Contractor agrees that if and to the extent it is processing personal data on the Company’s behalf (“Company Data”) it will:
      1. not process such data in connection with the performance of its obligations under this Agreement other than on the written instructions of the Company unless required by law in which case the Sub-Contractor shall (to the extent permitted by law) inform the Company of that legal requirement before the relevant processing; 
      2. keep all Company Data confidential and ensure that all personnel who have access to and/​or process Company Data are obliged to keep it confidential;
      3. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage of Company Data, the Sub-Contractor shall ensure that it has in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk;
      4. not transfer any Company Data outside of the UK or the European Economic Area except with the Company’s prior written consent and provided that the Company or the Sub-Contractor has provided appropriate safeguards in relation to the transfer or the Sub-Contractor complies with its obligations under the Data Legislation by providing an adequate level of protection to any Company Data that is transferred;
      5. notify the Company without undue delay upon become aware of any breach affecting any Company Data and will assist the Company in responding to any request from a data subject and in ensuring compliance with the Company’s obligations under the Data Legislation;
      6. maintain complete and accurate records and information to demonstrate its compliance with these terms and the Data Legislation and will cooperate with and allow for audits by the Company or its designated auditor in relation to the processing of Company Data;
      7. not use any third party processor without the Company’s prior written consent;
      8. with respect to each third-party processor, it will take steps to ensure that the applicable terms with that processor offer at least the same level of protection for Company Data as those set out in this Agreement; and
      9. delete or return all Company Data at the end of this Agreement if requested in writing. 
   5. The Sub-Contractor shall comply with the Company’s policies and reasonable requirements in respect of data protection including (but not limited to) the Company’s data protection and security policies and any relevant obligations under the Data Legislation and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Company.
   6. 14.6 The following table includes certain details of the processing of Company Data as required by the Data Legislation.

1. Tax

The Sub-Contractor and the Individual shall be responsible for all taxation liabilities wherever they arise in the world in respect of fees or other monies paid by the Company to the Sub-Contractor. The Sub-Contractor and the Individual shall jointly and severally indemnify the Company against all losses, claims, demands, awards, penalties, interest and expenses incurred by the Company made by the relevant authorities against and in respect of such liabilities.

1. Assignment and Sub-Contracting

The Sub-Contractor will not be entitled to assign or sub-contract its obligations under this Agreement to any third party without the prior written agreement of the Company. The Company will be entitled to transfer the benefit of this Agreement at any time as part of the sale of its business and assets (or part thereof), or to any trading entity, subsidiary or group company of the Company, and any such person shall be entitled to exercise any rights and discharge any obligations under this Agreement accordingly.

1. Entire Agreement
   1. This Agreement supersedes in its entirety any previous agreements between the parties, and together any written proposal or work order (which for the avoidance of doubt shall include an exchange of emails) constitutes the whole and only agreement between the parties relating to the subject matter of this Agreement. 
   2. Each party acknowledges that in entering into this Agreement it is not relying upon any Pre-Contractual Statement which is not set out in this Agreement. 
   3. Except in the case of fraud, neither party shall have any right of action against the other party to this Agreement arising out of or in connection with any Pre-Contractual Statement except to the extent that it is repeated in this Agreement. 
   4. For the purposes of this clause, ​“Pre-Contractual Statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement made or given by any person at any time prior to the Commencement Date. 
   5. This Agreement may only be varied in writing signed by each of the parties. 
2. General
   1. The Sub-Contractor shall have no authority to commit the Company to any legally binding commitments or contracts or to interfere in the running of the Company’s affairs or business.
   2. Failure by either party to exercise any right conferred upon it under this Agreement shall not be deemed to be a waiver of any such right or operate to bar the enforcement of such right at any time or times thereafter.
   3. The parties agree that the terms of this Agreement are fair and reasonable in all the circumstances however if any provision of this Agreement is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted then such provision shall apply with such deletions as may be necessary to make it valid.
   4. If any of the provisions in this Agreement are held not to be valid the remaining provisions of this Agreement shall remain in full force and effect.
   5. No party shall be liable to any other for any failure to fulfil or delay in fulfilling its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control.
   6. Unless it expressly states otherwise, this Agreement shall not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
   7. This Agreement will be governed and construed according to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.