Terms of Service
Here at Digital Lychee, I will always do my best to fulfil your needs and meet your expectations, but it is important to have things written down, so that we both know the situation, who should do what and when, and what will happen if something goes wrong. The following information is also provided in the contract that will be agreed between us before work commences on your website. You can click on the links below to take you to a particular section.
- Interpretation
- Basis of Contract
- Agile Process
- Supply of Services
- Developer’s Obligations
- Customer’s Obligations
- Website Design Services
- Charges and Payment
- Completion of the Deliverables
- Intellectual Property Rights
- Confidentiality
- Limitation of Liability
- Term and Termination
- Consequences of Termination
- Change Control
- Data Protection
- General
1. Interpretation
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 8.
Conditions: these terms and conditions.
Contract: the contract between the Developer and the Customer for the supply of Services in accordance with these Conditions, the relevant Service Order Form, and the Statement of Work agreed between the parties.
Customer: the person or firm who purchases Services from the Developer.
Customer Works: the works and materials provided to the Developer by the Customer, or by any third party acting for or on behalf of the Customer, for use in respect of the Services.
Deliverables: the software, website, work or other deliverables to be developed by the Developer for the Customer (if any).
Developer: Digital Lychee Creative Limited registered in England and Wales with company number 14960302 at The Limes, Bayshill Road, Cheltenham, Gloucestershire, GL50 3AW.
End user: an end-user of the Deliverables who may be a customer of the Customer but who may not have a direct contractual relationship with the Developer.
Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trade marks, domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Licence: either the Full Licence or the Interim Licence identified in clause 10.2.
Milestones: each milestone in the provision of the Services that is identified in either the Service Order Form or the Project Backlog.
Project Backlog: the “Project Backlog” section of the Statement of Work, as amended from time to time by agreement between the parties.
Service Order Form: the order form submitted by the Developer to the Customer, setting out the Services to be provided, as attached to these Conditions.
Services: the services, (including, if applicable, any Deliverables) to be supplied by the Developer pursuant to the Contract.
Sprint: a fixed period, specified in the Service Order Form, during which the Developer will work on those elements of the Services that have been identified and agreed between the parties at each Sprint Review Meeting (and set out in the Project Backlog) as being priority Services.
Sprint Review Meeting: a review meeting at the end of each Sprint at which the parties will amend the Project Backlog and prioritise Services for the next Sprint.
Statement of Work: the statement of work annexed to or referred to in the Service Order Form, incorporating the Project Backlog.
Third Party Services: any services proprietary to third parties which are provided to the Customer.
1.2 In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 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; and
1.2.3 a reference to writing or written includes faxes and emails.
2. Basis of Contract
2.2 Service Order Forms are given by the Developer on the basis that no Contract shall come into existence except in accordance with clause 2.1. Any Service Order Form is valid for a period of 60 days from its date, provided that the Developer has not previously withdrawn it. Service Order Forms are based on the Developer’s current costs base and are subject to amendment at any time prior to acceptance by the Customer.
2.3 The Contract and the Service Order Form (including any Statement of Work agreed between the parties) together constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Developer which is not set out in the said contract documents.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Agile Process
3.1.1 timely and successful completion of the Services is facilitated by personnel from both parties engaging and working in a collaborative manner;
3.1.2 the Statement of Work provides an overarching framework for the Services. The parties shall perform their roles, responsibilities, obligations and duties in a manner consistent with that framework;
3.1.3 where Sprint Review Meetings have been agreed, the Customer may change the priority of the requirements included in any Project Backlog and delete requirements from the Project Backlog. The parties shall then use all reasonable endeavours to agree which requirements are to be dealt with in the next Sprint, any Milestones applicable to such requirements, and any acceptance tests to determine whether any such Milestones have been met;
3.1.4 the Customer must follow the Change Control process at clause 15 of these Conditions if it wishes to include any new requirement in the Project Backlog;
3.1.5 the Customer shall include in the Project Backlog any Sprint requirement that has not been developed during the current Sprint and reset all priorities for the next following Sprint. The Customer shall remove from the Project Backlog all requirements that have been met or which the parties agree are no longer required to be met;
3.1.6 subject to clause 13, the parties shall repeat the agile process described herein for each Sprint until all Sprints have been performed.
4. Supply of Services
4.2 A Milestone will be deemed to have been met where:
4.2.1 the Customer refuses to provide written confirmation that the relevant Milestone has been met without reasonable excuse; or
4.2.2 the Customer fails to provide written confirmation within 10 Business Days of notification to it by the Developer of completion of the relevant Milestone; or
4.2.3 (in relation to the last Milestone) the Customer uses the Deliverable and the Services in the course of its business.
4.3 Unless otherwise agreed in the Service Order Form, any timescales identified in the Contract for completion of any Milestone and/or the Services will not be binding on the Developer and time for completion of any Milestones and/or the Services shall not be of the essence of the Contract.
4.4 To the extent that the Services require the migration of the Customer’s data, the Developer shall use reasonable efforts to ensure the accurate migration of such Customer data but gives no warranties as to the completeness or accuracy of such migration. The Customer shall be responsible for checking the accuracy and completeness of the migrated data.
4.5 The Customer acknowledges that the only warranties in relation to Third Party Services, or the supply thereof, are those contained in the licence from the third-party supplier(s) of the same, and that to the extent that any of such warranties are given to the Developer, it will pass on the benefit of such warranties to the Customer.
5. Developer's Obligations
6. Customer's Obligations
6.1.1 co-operate with the Developer in all matters relating to the Services (including without limitation complying with the Developer’s reasonable requests for assistance);
6.1.2 provide the Developer, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, suitably qualified employees, data, passwords, software, servers and other facilities as may be reasonably required by the Developer;
6.1.3 provide the Developer with such information and materials as the Developer may reasonably require, and in the format requested by the Developer (including where the materials need to be provided in different formats for different purposes), in order to supply the Services, and ensure that such information is accurate in all material respects; and
6.1.4 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
6.2 If the Developer’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or End-User, or any failure by the Customer or End-User to perform any relevant obligation (Customer Default):
6.2.1 the Developer shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer (or End-User, if applicable) remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Developer’s performance of any of its obligations; and
6.2.2 the Developer shall not be liable for any costs or losses sustained or incurred by the Customer or End-User arising directly or indirectly from the Developer’s failure or delay to perform any of its obligations as set out in this clause 6.2.
7. Website Design Services
7.2 The Developer offers professional copyrighting and editing services which they can provide a separate estimate for if requested. However, unless set out in the Service Order Form (or as otherwise agreed for an appropriate fee), the Developer is not responsible for generating any content for the website. All website content must be provided by the Customer prior to any work beginning on the website and the Customer is responsible for any punctuation or grammatical errors in the final published website.
7.3 The Developer will test their designs in the current versions of major desktop browsers including, without limitation, those made by Apple (Safari), Google (Chrome) and Mozilla Firefox. The Developer will not test in older browsers unless agreed separately for an appropriate fee.
7.4 The Developer will also test their designs in the current versions of the following major mobile browsers: (1) Safari and Google Chrome for iOS and (2) Google Chrome for Android. The Developer does not test in Opera Mini/Mobile, specific Android devices or other mobile browsers unless agreed separately for an appropriate fee.
7.5 Although the Developer will make every effort to make the pages of the website accessible to search engines for a high search engine optimisation (SEO) ranking, the Customer acknowledges that the Developer has no control over the policies of search engines with respect to the type of websites and/or content they accept or in the way that websites are ranked now or in the future and the Developer shall not be liable to the Customer for the actions of such search engines.
7.6 The Developer may include the statement “Designed by Digital Lychee Creative Ltd” on the home page of the website in a form to be agreed.
8. Charges and Payment
8.2 The Developer shall invoice the Customer in accordance with the terms of the Service Order Form.
8.3 The Customer shall pay in pounds sterling each invoice submitted by the Developer:
8.3.1 within 15 days of the date of the invoice (unless otherwise agreed with the Customer due to exceptional circumstances where evidence of the need is provided and stated on the invoice); and
8.3.2 in full and in cleared funds to a bank account nominated in writing by the Developer, and
time for payment shall be of the essence of the Contract.
8.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Developer to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Developer, pay to the Developer such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Developer on the due date, the Developer may:
8.5.1 charge interest on such sum from the due date for payment at the rate of interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
8.5.2 suspend some or all of the Services until payment has been made in full.
8.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Developer in order to justify withholding payment of any such amount in whole or in part. The Developer may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Developer to the Customer.
9. Completion of the Deliverables
9.2 Unless the Customer notifies the Developer within 10 Business Days of the date of the notice referred to above, that the Deliverables are not in accordance with the requirements of the Contract, the Deliverables shall be deemed accepted by the Customer (and in full compliance with the requirements of the Contract).
9.3 The Deliverables shall be deemed accepted by the Customer (and in full compliance with the requirements of the Contract) if the Customer has failed to notify the Developer that the Deliverables are not compliant with the Contract requirements within the timescales referred to in clause 9.2 above, or if the Customer unreasonably refuses to accept the Deliverables, or if the Customer or any End-User commences any commercial use of the Deliverables.
9.4 The Developer shall not be liable for any costs or losses sustained or incurred by the Customer or any End-User for failure by the Customer to test the Deliverables within the timescale referred to above.
10. Intellectual Property Rights
10.2 Where the Service provided by the Developer is software development, and subject to clause 10.5, all Intellectual Property Rights in the Deliverables or arising out of or in connection with the Services shall be owned by the Developer unless the Service Order Form explicitly states otherwise. The Developer provides a non-exclusive licence of such Intellectual Property Rights to the Customer and to any End User, as follows:
10.2.1 Prior to payment of all the Charges in full, cleared funds to the Developer, the Licence shall be for the purposes of testing the Deliverables only, and shall not extend to any commercial use of the Deliverables (or any use internally by the Customer or End User other than testing that the Deliverables meet the Contract requirements) (Interim Licence).
10.2.2 Upon payment of all the Charges in full, cleared funds to the Developer, the License shall be perpetual, and shall extend to use for any activity (whether internal or external, commercial or non-commercial) in the course of the business of the Customer (or End User, if applicable) (Full Licence).
10.3 Following the grant to it of a Full License in accordance with clause 10.2 above, the Customer (or End User, if applicable) may:
10.3.1 make such copies of the Deliverables as are reasonably necessary for use in accordance with the Full License and for the purposes of backup and security.
10.3.2 without incurring any further cost or obligations to the Developer, make such modifications to the Deliverables as it may require and/or desire from time to time (but shall indemnify the Developer against all liabilities, costs, expenses, damages and losses arising out of any claim that such modifications infringe any third-party rights (including Intellectual Property Rights) or applicable law).
10.4 The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Developer obtaining a written licence from the relevant licensor on such terms as will entitle the Developer to license such rights to the Customer. The Customer is entirely responsible for establishing the proper rights and licences for all third-party Intellectual Property Rights that may be required for performance of the Services, and shall indemnify the Developer against all liabilities, costs, expenses, damages and losses arising out of its failure to do so.
10.5 As between the parties, all Intellectual Property Rights in the Customer Works shall remain vested in the Customer.
10.6 The Customer warrants that the Customer Works will not infringe any third-party rights, including third party Intellectual Property Rights or any applicable law.
10.7 The Customer hereby indemnifies and undertakes to keep indemnified the Developer against any and all damages liabilities, costs, losses and expenses (including legal expenses) suffered or incurred by the Developer and arising out of any breach by the Customer of clause 8.5.
10.8 It shall be the Customer’s responsibility to notify any End User about the terms herein upon which the End User may use any of the Deliverables, and the Intellectual Property Rights therein. The Customer shall procure for the Developer the right to take such action as may be reasonably necessary to prevent any breach of the License by the End User, including the right to access any End User’s computer system to prevent unlawful use of Developer’s Intellectual Property Rights, and shall indemnify the Developer against all liabilities, costs, expenses, damages and losses arising out of its failure to do so.
10.9 The Customer shall pay, or shall procure that any End User shall pay, liquidated damages of £100 per day of unlawful use of the Developer’s Intellectual Property Rights in breach of the strict terms of the Licence. The provisions of this clause constitute a genuine pre-estimate of the Developer’s loss and is not a penalty.
11. Confidentiality
12. Limitation of Liability: The Customer's Attention is Particularly Drawn to this Clause
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation; or
12.1.3 any other liability that cannot be lawfully excluded.
12.2 Subject to clause 12.1:
12.2.1 the Developer shall under no circumstances whatever be liable to the Customer (or any End User), whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation or otherwise for:
12.2.1.1 loss of profits;
12.2.1.2 loss of business;
12.2.1.3 loss of anticipated savings;
12.2.1.4 loss of goods;
12.2.1.5 loss of contract;
12.2.1.6 loss of corruption, software or information;
12.2.1.7 loss of use;
12.2.1.8 depletion of goodwill; or
any special, indirect or consequential loss arising under or in connection with the Contract.
12.2.2 the Developer’s total liability to the Customer (or any End User) in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount payable to the Developer by the Customer under this Contract.
12.3 The Developer will always seek to complete any work undertaken within the timescale agreed with the Customers. The Developer will not be liable for any costs incurred by the Customer as a result of late completion of a job. The Developer will not be liable to pay any compensation to the Customer for late completion of any work unless specifically stated in the Service Order Form.
12.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.5 This clause 12 shall survive termination of the Contract.
13. Term and Termination
13.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
13.2.2 the other party convenes a meeting of its creditors or makes or proposes any arrangement or composition with, or any assignment for the benefit of its creditors; or
13.2.3 an order is made by a court of competent jurisdiction or a resolution is passed for the dissolution, bankruptcy, winding-up or administration of the other party (other than due to a solvent restructuring); or
13.2.4 if a trustee, receiver, administrator or other similar officer is appointed in respect of all or any part of the other party’s business; or
13.2.5 the other party is or becomes unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986
13.2.6 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.2 to clause 13.2.5 (inclusive);
13.2.7 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
13.2.8 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.3 Without limiting its other rights or remedies, the Developer may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.4 Unless otherwise agreed, either party may terminate a Contract by giving the other party not less than 30 days written notice.
13.5 Without limiting its other rights or remedies, the Developer shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Developer (and in such circumstances the License shall also be suspended) if the Customer becomes subject to any of the events listed in clause 13.2.2 to clause 13.2.5, or the Developer reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract by the due date for payment.
14. Consequences of Termination
14.1.1 the Customer shall immediately pay to the Developer all of the Developer’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Developer shall submit an invoice, which shall be payable by the Customer immediately on receipt;
14.1.2 the Customer shall return any Deliverables which have not been fully paid for. The Licence granted to the Customer (and any End User) shall immediately terminate;
14.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15. Change Control
15.2 The Developer may, from time to time and without notice, change the Services in order to comply with any applicable technical, safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
16. Data Protection
16.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
16.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller in respect of any personal data that may be provided by the Customer to the Developer in respect of the Services (Customer Personal Data), and the Developer will be a data processor in respect of the Customer Personal Data. The Developer shall process the Customer Personal Data in order to supply the Services in accordance with this Contract, and in doing so it shall comply in full with its obligations under the Data Protection Legislation. For these purposes, the types of personal data processed by the Developer may include the contact details of individuals at the Customer.
16.4 Without prejudice to the generality of clause 16.2, the Developer shall, in relation to any Customer Personal Data processed in connection with the performance by the Developer of its obligations under this Contract:
16.4.1 carry out processing only in accordance with the Customer’s written instructions from time to time, including as set out in this Contract, unless required to do otherwise by law, in which case, where legally permitted, the Developer shall inform the Customer of such legal requirement before processing;
16.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
16.4.3 ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the personal data confidential;
16.4.4 not transfer Customer Personal Data outside of the European Economic Area without the Customer’s prior written consent;
16.4.5 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
16.4.6 notify the Customer without undue delay on becoming aware of a personal data breach, or if it receives from any data subject whose personal data forms part of the Customer Personal Data, any communication seeking to exercise rights under the Data Protection Legislation, or any complaint or claim for compensation relating to the processing of the Customer Personal Data;
16.4.7 at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Contract unless required by applicable law to store the personal data;
16.4.8 keep or cause to be kept such information as is reasonably necessary to demonstrate compliance with its obligations under this clause 16.
16.5 The Customer hereby consents to the Developer appointing sub-contractors, who may be appointed by the Developer to provide some or all of the Services, as third-party processors of Customer Personal Data under the Contract.
16.6 The Customer hereby warrants that it has all required consents or other lawful authority to disclose the Customer Personal Data to the Developer, and to permit the Developer to process such Customer Personal Data for all purposes required in respect of the provision of the Services. The Customer shall indemnify the Developer, and keep the Developer indemnified, against any loss, cost, fines or damage whatsoever incurred by the Developer that is caused by the Customer’s breach of this clause 16.6.
17. General
17.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Developer.
17.1.2 The Developer shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
17.1.3 If the Force Majeure Event prevents the Developer from providing any of the Services for more than 60 days, the Developer shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
17.2 Assignment and subcontracting:
17.2.1 The Developer may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
17.1.2 The Customer shall not, without the prior written consent of the Developer, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.3 Notices:
17.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number, or sent by email to the other party’s email address.
17.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission, or if sent by email 24 hours after the email was sent to the specified email address of the addressee provided that the sender has not received notification of a delivery failure.
17.3.3 This clause 17.3 shall not apply to the service of any proceedings or other documents in any legal action.
17.4 Waiver:
17.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
17.5 Severance:
17.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
17.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
17.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
17.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
17.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Developer.
17.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Manual 5.0
