Terms and conditions for the supply of services

1 Definitions and interpretation

1.1 In these Conditions the following definitions apply:

Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

Bribery Laws means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010;

Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in Scotland;

Conditions means the Supplier’s terms and conditions of supply set out in this document;

Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, insert details of any specific confidential information, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Order Form including all their respective schedules, attachments, annexures and statements of work;

Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;

Controller shall have the meaning given to it in applicable Data Protection Laws from time to time;

Creative Services means the creative services set out in the Order Form and to be performed by the Supplier for the Customer in accordance with the Contract;

Creative Services Deliverables means any output of the Creative Services to be provided by the Supplier to the Customer as specified in the Order Form and any other documents, products and materials provided by the Supplier to the Customer in relation to the Creative Services;

Customer means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Order Form;

Data Protection Laws means, as binding on either party or the Services:

(a) the GDPR;

(b) the Data Protection Act 2018;

(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Deliverables means any output of the Creative Services and / or the Property Capture Services (as applicable) to be provided by the Supplier to the Customer as specified in the Order Form and any other documents, products and materials provided by the Supplier to the Customer in relation to the relevant Services;

Documentation means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;

Force Majeure means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, epidemic, pandemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

Insolvency Event means any one or more of:

(a) the passing of a resolution or the making of an order to wind up, liquidate, enter into administration, reorganise or dissolve the Customer;

(b) the appointment of a receiver, administrative receiver, administrator or manager over any of the assets or undertakings of the Customer;

(c) the entering into by the Customer of any arrangement or composition with its creditors or its ceasing or suspending payment of its debts;

(d) any step is taken by the Customer or its directors (or any agent of the Customer) to negotiate or obtain a moratorium in respect of any of its liabilities (including a statutory moratorium under the Insolvency Act 1986);

(e) any person taking possession of any of the assets of the Customer pursuant to any charge or other encumbrance; or

(f) any event analogous to those in paragraphs (a) to (d) above occuring in relation to the Customer in any jurisdiction;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

IPR Claim has the meaning given in clause 11.3;

Location means an address for performance of the Services as set out in the Order Form or such other address or addresses as notified by the Supplier to the Customer at least 3 Business Days prior to delivery of or performance of the Services as applicable;

MSA Offence has the meaning given in clause 8.2 (a);

Order Form means the order for the Services from the Supplier placed by the Customer in substantially the same form as set out in Schedule 1;

Personal Data shall have the meaning given to it in applicable Data Protection Laws from time to time;

Price has the meaning set out in clause 3.1;

processing has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);

Processor shall have the meaning given to it in applicable Data Protection Laws from time to time;

Property Capture Services means the property capture related services set out in the Order Form and to be performed by the Supplier for the Customer in accordance with the Contract;

Property Capture Services Deliverables means any output of the Property Capture Services to be provided by the Supplier to the Customer as specified in the Order Form and any other documents, products and materials provided by the Supplier to the Customer in relation to the Property Capture Services;

Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;

Services means the Creative Services and / or the Property Capture Services (as applicable) as set out in the Order Form and to be performed by the Supplier for the Customer in accordance with the Contract;

Supplier means Nest Marketing Group Limited, a company incorporated and registered in Scotland with company number SC632629, whose registered address is at 7-11 Melville Street, Edinburgh, Midlothian, EH3 7PE;

Supplier Personnel means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

1.2 In these Conditions, unless the context requires otherwise:

(a) a reference to the Contract includes these Conditions, the Order Form, and their respective schedules, appendices and annexes (if any);

(b) any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

(d) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

(e) a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

(f) a reference to a gender includes each other gender;

(g) words in the singular include the plural and vice versa;

(h) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

(i) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);

(j) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

(k) a reference to legislation includes all subordinate legislation from time to time under that legislation;

(l) a reference to any Scottish action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than Scotland, be deemed to include a reference to that which most nearly approximates to the Scottish equivalent in that jurisdiction; and

(m) in the event of any conflict between the terms contained in the Conditions and the terms of the Order Form, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.

2 Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

2.3 No variation of these Conditions or to an Order Form or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.4 Each Order Form by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.

2.5 If the Supplier is unable to accept an Order Form, it shall notify the Customer in writing as soon as reasonably practicable.

2.6 The offer constituted by an Order Form shall remain in effect and be capable of being accepted by the Supplier for 10 Business Days from the date on which the Customer submitted the Order Form, after which time it shall automatically lapse and be withdrawn.

2.7 The Supplier may accept or reject an Order Form at its discretion. An Order Form shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

(a) the Supplier’s written acceptance of the Order Form; or

(b) the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.8 Rejection by the Supplier of an Order Form, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

3 Price

3.1 The price for the Services shall be as set out in the Order Form or, where no such provision is set out, shall be as advised by the Supplier from time to time before the date the Order Form is placed (the Price).

3.2 The Prices are exclusive of:

(a) insurance, and all other related charges or taxes which shall be charged in addition at the Supplier’s standard rates; and

(b) VAT (or equivalent sales tax).

3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

3.4 The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds 3% and which is due to any factor beyond the control of the Supplier.

4 Payment

4.1 The Supplier shall invoice the Customer for the Services, partially or in full, at any time following acceptance of the Order Form.

4.2 The Customer shall pay all invoices:

(a) in full without deduction or set-off, in cleared funds in accordance with the payment terms specified in the relevant Order Form; and

(b) to the bank account nominated by the Supplier.

4.3 Where sums due under these Conditions are not paid in full by the due date:

(a) the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Bank of England from time to time in force, and

(b) interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

5 Performance

5.1 The Services shall be performed and the Deliverables shall be delivered by the Supplier at the Location on the date (s) specified in the Order Form.

5.2 The Services shall be deemed performed and the Deliverables shall be deemed delivered on completion of the performance of the Services and delivery of the Deliverables as specified in the Order Form.

5.3 The Supplier may perform the Services and deliver the Deliverables in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.4 Time of performance of the Services and delivery of Deliverables is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.

5.5 The Supplier shall not be liable for any delay in or failure of delivery or performance caused by:

(a) Location being unavailable;

(b) failure to prepare any Location in accordance with the Supplier’s instructions or as required for the performance of the Services or delivery of Deliverables;

(c) failure to provide the Supplier with adequate instructions or otherwise for performance or delivery relating to the Services or Deliverables; or

(d) Force Majeure.

5.6 Where Services and / or Deliverables which are the subject of an accepted Order Form will not be required to be performed in accordance with the relevant Order Form, the Customer shall notify the Supplier immediately and the Supplier shall be entitled to charge a cancellation fee of up to 100% of the Price at the Supplier's sole discretion.

6 Warranty

6.1 The Supplier warrants that, at the time of performance, the Services performed and the and the Deliverables delivered shall:

(a) conform in all material respects to their description and the any requirements set out in the Order Form;

(b) be free from material defects;

(c) be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and

(d) in the case of media on which the Deliverables are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

6.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.

6.3 As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services and / or Deliverables as applicable that do not comply with clause 6.1, provided that:

(a) the Customer serves a written notice on the Supplier not later than 3 Business Days from performance in the case of defects discoverable by a inspection, or within a reasonable period of time from performance in the case of latent defects; and

(b) such notice specifies that some or all of the Services and / or Deliverables as applicable do not comply with clause 6.1 and identifies in sufficient detail the nature and extent of the defects; and

(c) the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services and / or Deliverables as applicable.

6.4 The provisions of these Conditions shall apply to any Services and / or Deliverables as applicable that are remedied or re-performed with effect from performance of the remedied or re-performed Services and / or Deliverables as applicable.

6.5 Except as set out in this clause 6:

(a) the Supplier gives no warranties and makes no representations in relation to the Services and / or Deliverables as applicable; and

(b) shall have no liability for their failure to comply with the warranty in clause 6.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

7 Anti-bribery

7.1 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

(a) all of that party’s personnel;

(b) all others associated with that party; and

involved in performing the Contract so comply.

7.2 Any breach of this clause 7 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 15.1 (a).

8 Anti-slavery

8.1 The Supplier shall comply with the Modern Slavery Act 2015.

8.2 The Customer undertakes, warrants and represents that:

(a) neither the Customer nor any of its officers, employees, agents or subcontractors has:

(i) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

(ii) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(iii) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

(b) it shall comply with the Modern Slavery Act 2015; and

(c) it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract.

9 Insurance

Each party shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions. On request, each party shall supply to the other, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable.

10 Limitation of liability

10.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.

10.2 Subject to clauses 10.5 and 10.6, the Supplier’s total liability shall not exceed the value of the sum received by the Supplier in respect of the Order Form to which the claim relates.

10.3 Subject to clauses 10.5 and 10.6, the Supplier shall not be liable for consequential, indirect or special losses.

10.4 Subject to clauses 10.5 and 10.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

(a) loss of profit;

(b) loss or corruption of data;

(d) loss of production;

(e) loss of contract;

(f) loss of opportunity;

(g) loss of savings, discount or rebate (whether actual or anticipated);

(h) harm to reputation or loss of goodwill.

10.5 The limitations of liability set out in clauses 10.2 to 10.4 shall not apply in respect of any indemnities given by the Customer under the Contract.

10.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) any losses caused by wilful misconduct.

11 Intellectual property

11.1 In relation to the Property Capture Services Deliverables:

(a) the Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Property Capture Services Deliverables for the purpose of receiving and using the Property Capture Services and the Property Capture Services Deliverables in its business; and

(b) the Customer may sub-license the rights granted in clause 11.1(a):

(i) to its Affiliates and customers; and

(ii) subject to their entering into appropriate confidentiality undertakings, to third parties for the purpose of the Customer's receipt of services similar to the Services.

11.2 In relation to the Creative Services Deliverables:

(a) the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Creative Services Deliverables;

(b) where it is permitted to do so, the Supplier grants the Customer a non-exclusive licence (including the right to sub-licence) during the term of this agreement use the Creative Services Deliverables for the purpose of receiving and using the Creative Services and the Creative Services Deliverables in its business.

11.3 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:

(a) does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

(b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;

(c) does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

(d) does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

(e) does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer; or

(f) uses the Services in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.

11.4 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:

(a) procure for the Customer the right to continue receiving the benefit of the relevant Services and / or Deliverables as applicable; or

(b) modify or replace the infringing part of the Services and / or Deliverables as applicable so as to avoid the infringement or alleged infringement, provided the Services and / or Deliverables as applicable remain in material conformance to their specification.

11.5 The Supplier’s obligations under clause 11.3 shall not apply to Services and / or Deliverables as applicable modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.

12 Confidentiality and announcements

12.1 The Customer shall keep confidential all Confidential Information of the Supplier and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

(a) any information which was in the public domain at the date of the Contract;

(b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

(c) any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

(d) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

12.2 This clause shall remain in force in perpetuity.

13 Processing of personal data

13.1 The parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

13.2 The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

14 Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 20 days, either party may terminate the Contract by written notice to the other party.

15 Termination

15.1 Either party may terminate the Contract or any other contract which it has with the other party at any time by giving notice in writing to the other party if:

(a) the other party commits a material breach of Contract and such breach is not remediable;

(b) the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach; or

15.2 The Supplier may terminate the Contract at any time if the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue.

15.3 The Supplier may terminate the Contract at any time if any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

15.4 The Supplier may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

15.5 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 15, it shall immediately notify the Supplier in writing.

15.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

16 Notices

16.1 Any notice or other communication given by a party under these Conditions shall:

(a) be in writing and in English;

(b) be signed by, or on behalf of, the party giving it (except for notices sent by email); and

16.2 Notices may be given, and are deemed received:

(a) by hand: on receipt of a signature at the time of delivery;

(b) by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

(d) by email (provided confirmation is sent by first class post): on receipt of a delivery receipt email from the correct email address.

16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective:

(a) on the date specified in the notice as being the date of such change; or

(b) if no date is so specified, 5 Business Days after the notice is deemed to be received.

16.4 All references to time are to the local time at the place of deemed receipt.

16.5 This clause does not apply to notices given in legal proceedings or arbitration.

17 Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

18 Entire agreement

The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

19 Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

20 Assignation

20.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.

20.2 Notwithstanding clause 20.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

21 Set off

The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer. The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

22 No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

23 Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

24 Severance

24.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

24.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

25 Waiver

25.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

26 Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

27 Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

28 Third party rights

28.1 Except as expressly provided for in clause 28.2, a person who is not a party to the Contract shall not have any rights under the Contract to enforce any of the provisions of the Contract.

28.2 Any Affiliate of the Supplier shall be entitled to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

29 Dispute resolution

29.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 29.

29.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

29.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

(a) Within 5 Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.

(b) If the dispute has not been resolved within 5 Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within 5 Business Days to discuss the dispute and attempt to resolve it.

29.4 Until the parties have completed the steps referred to in clause 29.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

30 Governing law

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

31 Jurisdiction

The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

Terms and conditions for the supply of services

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