Tel: 01603 443355 | info@businessgrowthclub.net

acceptance of terms and conditions

By clicking the accept button, you agree to these terms and conditions for the Service (as defined in the terms and conditions) set out at ww.businessgrowthclub.net. By completing and submitting the Order Form (as defined in the terms and conditions) you make an offer to us for the Services, which, if accepted by us, will constitute a binding contract.

terms and conditions

1                Interpretation

In these Conditions, unless the context otherwise requires:

Agreement means the contract formed by the acceptance of the Order Form (subject to these Conditions) by the Provider;
   
Subscription Charge means the four weekly fee (including VAT) as determined by the membership level selected, the same may be varied in accordance with condition 3.9;
Business Day means a day other than Saturday, Sunday and public holidays when clearing banks generally are open for non-automated business in London;
Commencement Date means the date specified as the commencement date on the Order Form;
Competent Authority means any person having regulatory or supervisory authority over any part of the business of either party or a User (as applicable), including any court of competent jurisdiction;
Conditions means these terms and conditions as amended from time to time by the Provider;
Control has the meaning given in section 1122 of the Corporation Taxes Act 2010 and Controls and Controlled shall be interpreted accordingly;
Data means the name, email and postcode and other relevant details submitted by the User to the Provider;
Data Protection Legislation means the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any legislation implementing the Data Protection Directive 95/46/EC of 24 October 1995 or the Privacy and Electronic Communications Directive 2002/58/EC of 12 July 2002;
Database means the database compiled from Data submitted by the User and/or data from other users of the Service to the Provider;
Documentation means the Technical Specification and Schema for the Service;
Fees means the Subscription Charge and the Transaction Fees set out on the Order Form as the same may be adjusted from time to time;
Force Majeure Event means an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations under these Conditions, but inability to pay is not a Force Majeure Event;

 

Guarantee means enabling the user to claim a refund of fees paid, if they can demonstrate the Service has not generated sales to at least cover any fees paid, despite implementing the Service to the best of their ability.
Initial Period means from the date these terms are accepted until cancelled in accordance with clause 3.10 or clause 12
Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design right, get-up, database right, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:

(a)             whether registered or not;

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

(c)             including all renewals and extensions of such rights or applications;

(d)             whether vested, contingent or future;

(e)             to which the Party licensing those rights or its licensor are or may be entitled; and

(f)              wherever existing;

Late Payment of Commercial Debts Rate means the maximum permitted rate under the Late Payment of Commercial Debts (Interest) Act 1998;
LIBOR means the three month London Interbank Offered Rate published by the British Banking Association for sterling;
Named Users means those persons who are named as users of the Service on behalf of the User and whose details are set out on the Order Form, as the same may be amended from time to time by prior written notice to the Provider;
   
Operating Rules means the rules or protocols (as amended from time to time) that affect the User’s access or use of the Service set out at www.businessgrowthclub.net;
Operating Year means a 12-month period from the Commencement Date of the Service or any anniversary of it in which the Provider operates the Service;
Order Form means the online order form for the Services set out at www.businessgrowthclub.net to be completed and submitted by the User and which incorporates by reference these Conditions;
Party means either the Provider or the User and Parties means both the Provider and the User;
Provider Norfolk Business Consultants Limited  (registered number) 08106578 whose registered office is at 27 Eaton Road, Norwich, Norfolk, NR4 6PR trading as Business Growth Club;
Representatives means the representatives appointed by each party whose details are set out on the Order Form, or their successors as may be notified to the other party;
Sales Tax means any sales, purchase or turnover tax as may be applicable in any relevant jurisdiction, including, without limitation, value added tax chargeable under or pursuant to legislation implementing the EC Sixth Directive (77/388/EEC);
Schema means the XML RSS feed specified in the Technical Specification set out at www.businessgrowthclub.net;
   
Security Policy means the security policy set out in the Technical Specification;
Service means the service described at www.businessgrowthclub.net;
Service Levels means the service levels set out at www.businessgrowthclub.net the same may be amended from time to time by the Provider with the prior written approval of the User, for each tier of service provided by the Provider;
   
Technical Specification means the technical specification for the Service set out at www.businessgrowthclub.net as the same may be amended from time to time by the Provider with the prior written approval of the User;
   
Term means the Initial Period s;
   
   
User means the customer identified on an Order Form submitted to the Provider by means of the Website for the provision of Services by the Provider to that customer;
   
Website means the Business Growth Club website the URL which is: www.businessgrowthclub.net

 

1.1            unless the context otherwise requires:

1.1.1        each gender includes the others and the singular includes the plural and vice versa;

1.1.2        references to conditions are to conditions of these Conditions;

1.1.3        general words are not limited by example;

1.1.4        references to persons include individuals, unincorporated bodies, government entities, companies and corporations;

1.1.5        condition headings do not affect their interpretation;

1.1.6        references to legislation:

(a)             include any secondary or subordinate legislation made under or pursuant to that legislation; and

(b)             exclude any re-enactment or modification of that legislation made on or after the date of these Conditions to the extent they make any Party’s obligations more onerous;

1.1.7        writing includes manuscript, telexes, facsimiles, emails and other permanent forms;

2                Service

2.1            Subject to the User’s payment of the four weekly Subscription Charge the User is granted the right to use the Service in accordance with these Conditions.

2.2            The Provider must:

2.2.1        provide the Service to the User in accordance with the terms of these Conditions; and

2.2.2        meet or exceed the relevant Service Levels for the applicable Tier of Service at any time, from the Commencement Date for the Term of these Conditions.

2.3            The Provider shall deliver a password to the User.

2.4            The Provider hereby grants the User a non-exclusive, non-transferable licence to use the Schema solely for the purpose of accessing and using the Service in accordance with the terms of these Conditions and for no other purpose whatsoever.

3                Fees and payment

3.1            In consideration of the Services, the User shall pay to the Provider the four weekly Subscription Charge which shall be paid by the User in advance on each four weekly anniversary of the acceptance of these terms and conditions.

3.2            The Provider shall be entitled to collect the four weekly Subscription Charges, and any other payments due from the User via a third party.

3.3            All Fees must be paid in pounds sterling in advance as set out in the Terms.

3.4            The Provider reserves the right to refuse to provide the Service if the User fails to pay any Monthly Subscription Charge.

3.5            If the Provider provides, at the request of the User, any advisory or other services in connection with the Service, the User shall become liable to pay for such services at the Provider’s current rates for those services.

3.6            If any Sales Tax is properly chargeable in respect of any supply made by the Provider under these Conditions, the User shall pay the amount of that Sales Tax to the Provider against issue of a proper Sales Tax invoice by the Provider.

3.7            Without limiting condition 3.1, each amount stated as payable by the User under this agreement is exclusive of Sales Tax (if any) and is to be construed as a reference to that amount plus any Sales Tax in respect of it.

3.8            The Provider shall be entitled to suspend the provision of the Services for the duration of any period in which the payment of Fees is overdue and it shall not be obliged to repay any portion of the Subscription Charge paid in advance for any period in which the Provider suspends the Service.

3.9            The Provider will provide a refund of any fees paid if the user can demonstrate that they have tried to implement the Service, to the best of their ability, but despite this do not feel they have made any progress or it represents value for money.  Any request for a refund must be made in writing with supporting evidence.

3.10         The Provider warrants and guarantees that for a period of five (5) years from the commencement of the Initial Term, there will be no increase in the amount of the  Subscription Charge provided that this guarantee shall lapse in the event of any Subscription Charge not being paid when due.

3.11         If so authorised or able to do under clause 3.8, the Provider shall give to the User not less than one months notice of any increase in the Fees.

3.12         The User shall be entitled to terminate these Conditions on giving not less than four weeks prior written notice to the Provider to expire at the end of the Initial Period and thereafter on any four week anniversary of the end of the Initial Period.

3.13         Where sums due under this Agreement are not paid in full by the due date, the Provider may, without limiting its other rights, claim interest on such sums at the statutory interest rate (as defined by the Late Payment of Commercial Debts (Interest) Act 1998) from time to time in force.

3.14         Interest will:

3.14.1     accrue on a daily basis; and

3.14.2     apply from the due date for payment until actual payment in full, whether before or after judgment.

4                Security

4.1            The Provider and the User will each take all necessary measures to comply with such security measures as set out by the Provider from time to time in its absolute discretion from time to time and notified to the User.

4.2            Each Party will co-operate with any investigation relating to security that is carried out by or on behalf of the Provider or the User.

4.3            The User will take all necessary measures to ensure that it does not allow any third party to access  the Service directly or indirectly and indemnify the Provider against all losses, damages, claims and demands as a result of any direct of indirect breach of this clause.

5                Undertakings by the User

5.1            The User undertakes in favour of the Provider as follows:

5.1.1        not to copy, duplicate or in any way reproduce the Documentation or any other manuals or documents provided by the Provider in connection with the Service, nor knowingly to permit the same, without the prior written consent of the Provider;

5.1.2        not, without the prior written consent of the Provider, to disclose the Documentation or the User Guide or any other manuals and documents provided by the Provider in connection with the Service nor make them available in any way to any third party and to take all reasonable precautions to prevent any unauthorised disclosure;

5.1.3        to effect and maintain reasonable security measures to safeguard, the Software, the System, and any other operating manuals and documents provided by the Provider under these Conditions from access or use by any third party;

5.1.4        to notify the Provider promptly of any unauthorised disclosure, use or copying of any operating manuals and documents provided by the Provider in connection with the Service, of which the User has notice;

5.1.5        not to remove, suppress or modify in any way any proprietary markings including any trade mark or copyright notice on the Website;

5.1.6        to be solely responsible for providing and maintaining all computer equipment and software and telecommunications connectivity necessary for the User to access the Service;

5.1.7        not to re-sell, re-market or otherwise distribute any portion of the Service or offer the Service to others other than in accordance with the Operating Rules or unless specifically permitted in writing by the Provider;

5.1.8        to be solely responsible for any Data submitted by the User to the Database or to the Provider in connection with the Service;

5.1.9        to be responsible for and at its own cost:

(a)             obtain and maintain all necessary permissions, consents and licences to enable it to use the Service in the countries in which the User accesses the Service;

(b)             comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation in all relevant jurisdictions that may relate to the User’s use and access of the Service;

5.1.10     to take all necessary precautions to ensure that Data supplied to the Database is:

(a)             accurate; and

(b)             is free from viruses by scanning the Data.

5.2            The User shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which the User is required to obtain. The Provider shall provide all reasonable assistance to the User (at the Users cost) in that regard.

5.3            The User shall maintain procedures to facilitate reconstruction of any lost Data and the User agrees that the Provider will not be liable under any circumstances for any consequences arising from lost or corrupted Data or files which would not have been lost if such procedures had been maintained.

5.4            The User is solely responsible for carrying out all necessary back up procedures for its own benefit to ensure that Data integrity can be maintained in the event of loss of Data for any reason.

6                Data processing

6.1            The User will provide the Provider with the Data and such instructions and other information as the Provider reasonably needs to perform the Services.

6.2            The Provider will:

6.2.1        process the Data and other information supplied by the User solely to provide the Services under these Conditions and in accordance with the User’s lawful and reasonable written instructions;

6.2.2        comply with its obligations under the Data Protection Legislation concerning the implementation of appropriate organisation and technical security measures to safeguard the Data;

6.2.3        not disclose the Data or other information supplied by the User to any third party other than on the User’s written instructions or as required by law;

6.2.4        maintain suitable back-up facilities for the Data at no cost to the User;

6.2.5        immediately forward to the User communications from data subjects, regulatory bodies and other third parties concerning the Data and not respond to or act on such communications without the User’s prior agreement; and

6.2.6        on request provide to the User a copy of the Data in the format reasonably specified.

7                Term

This Agreement commences on the Commencement Date, and unless terminated earlier in accordance with the terms of these Conditions, remain in force for the Initial Period and will continue thereafter unless and until the User gives the Provider at least four weeks written notice of termination such notice to expire at the end of the Initial Period and thereafter on any anniversary of the end of the Initial Period.

8                Intellectual Property Rights

8.1            Database Intellectual Property Rights

The User acknowledges that all Intellectual Property Rights in the Database are and shall at all times remain the property of the Provider.

8.2            Data Intellectual Property Rights

8.2.1        All Intellectual Property Rights in the Data, all amendments or additions to the Data, and databases and other compilations including any of such, belong to the User. The Provider may use all such rights only under these Conditions.

8.2.2        The User grants the Provider a licence to use, edit, create databases from, copy and store the Data solely to perform, and for the Term of, these Conditions.

8.2.3        The Provider hereby assigns to the User all Intellectual Property Rights which currently, or may in future, exist in the Data and any amendments or additions to, and databases and other compilations of, the Data and, in each such case, so far as any of those vest in the Provider, its employees or subcontractors.

8.3            Other Intellectual Property Rights

8.3.1        Save for the Data, the User acknowledges that all Intellectual Property Rights in the Service including the Database, Software, the Schema, the Documentation and all related manuals as between the Provider and the User are and shall at all times remain the property of the Provider or its licensors. No rights to or property in the Service shall pass to the User. No right to modify, adapt or create derivative works from the Service or any part of it is granted to the User.

8.3.2        The Provider grants to the User, where relevant, a licence to use the Databases, Software, Schema and Documentation for and to the extent required by it or them to enjoy the Services only for the term of these Conditions.

8.4            If any action or proceeding is brought against the User in respect of any alleged infringement of any Intellectual Property Right in respect of the Service by a third party, or against the Provider in respect of any alleged infringement of any Intellectual Property Right in respect of the Data (in each case, an IPR Claim) then the Provider or User, as appropriate shall indemnify the other Party from and against all costs, damages, liabilities, and losses agreed to be paid by way of settlement or compromise by, or finally awarded against the other Party as a result of or in connection with an IPR Claim provided that:

8.4.1        the indemnified Party shall notify the other Party in writing of any such allegation or claim within five Business Days after becoming aware of the same;

8.4.2        the indemnified Party shall make no verbal or written admission relating to the IPR Claim without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; and

8.4.3        the indemnifying Party (or any person nominated by it) shall at its own expense be entitled to conduct and/or settle all negotiations and litigation so arising and the indemnified Party shall at the other Party’s expense give to the other Party (or any person nominated by it) such reasonable assistance in connection therewith as the indemnifying Party from time to time may reasonably request.

8.5            The exclusions and limitations under condition 11 shall not apply to the indemnity under condition 8.4.

8.6            In the event of any claim or allegation in respect of breach of any Intellectual Property Rights being made in respect of the Service, the Provider may:

8.6.1        obtain the right for the User to continue using the Service in the manner permitted under these Conditions; or

8.6.2        modify the Service so as to avoid the alleged infringement provided that such modification shall not, in the reasonable opinion of the User, materially detract from the overall performance of the Service.

9                Warranties and undertakings

9.1            The Provider hereby warrants to the User that the Service will provide the facilities and functions set out in the Technical Specifications when accessed in accordance with the Operating Rules.

9.2            The Provider hereby further warrants that it has the right to grant access to the Service to the User on the terms of these Conditions.

9.3            The Provider undertakes to the User:

9.3.1        that it will provide the Service in a timely, professional and efficient manner;

9.3.2        it will follow its normal procedures and processes to test for viruses contained in or introduced into the Website and act to prevent viruses from being introduced into or remaining within the Website;

9.3.3        it will at all times comply with the provisions of the Data Protection Legislation;

9.3.4        it has and will maintain in force at all relevant times, all licences, permit and consents necessary to provide the Service and perform its obligations as appropriate in accordance with the terms of this agreement; and

9.3.5        it is and will at all relevant times remain in compliance with all applicable laws, statutes, regulations and codes of practice

9.4            Without prejudice to any other provision of these Conditions, if the Provider receives written notice from the User of any breach by the Provider of any of the warranties contained in this condition 9, the Provider must, at its own expense, remedy that breach as soon as reasonably practicable (and, in any event, within 30 days) after receiving that notice, failing which, the User may pursue any rights or remedies available to it.

9.5            The Provider will not be liable for any deficiency in the Service attributable to operator error, deficiencies or errors relating to any third party component not provided by the Provider or third party connectivity necessary to access the Service. When notifying a defect or error the User must (so far as it is able) provide the Provider with one or more documented examples of such defect or error.

9.6            The Provider will have no obligation under this condition 9 to the extent a claim is based on use of the Services in a manner inconsistent with this agreement or as a result of negligence or wilful misconduct of the User.

10             Equipment

10.1         The User must provide, at its own cost, all telecommunication services, computers and other equipment or services necessary to enable it to have access to the Service. The User must comply with all rules and regulations that apply to the communication means by which the User obtains access to the Service.

10.2         The User acknowledges that it will comply with the Operating Rules for the conduct of the Service and which is necessary for the orderly and efficient provision of the Service to Users.

11             Rights and liabilities

11.1         The Provider may subcontract the performance of any or all of its duties and obligations under these Conditions as it shall in its absolute discretion consider necessary or expedient, provided that the Provider remains liable for the acts and omissions of those subcontractors as if they were its own.

11.2         The liability of the Provider to the User in respect of all other claims, losses or damages, whether arising from contract, tort (including negligence) or otherwise under or in connection with these Conditions arising in any Operating Year (where, for a series of connected claims, the Operating Year in question shall be the Operating Year of the first event giving rise to a claim), shall in no event exceed the aggregate of all Fees paid by the User in that period and payable for Services delivered by the Provider in that period.

11.3         Subject to conditions 11.2, neither Party will be liable to the other Party for:

11.3.1     any indirect, special or consequential loss or damage; or

11.3.2     any loss of profits, turnover, data, business opportunities, anticipated savings or damage to goodwill (whether direct or indirect) unless by virtue of the User breaching any part of these terms.

11.4         Neither Party limits its liability for:

11.4.1     death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors (as applicable); or

11.4.2     fraud or fraudulent misrepresentation by it.

12             Termination

12.1         Without prejudice to its other rights and remedies either Party may, by written notice to the other (the Breaching Party), terminate these Conditions, with immediate effect, upon or at any time following the occurrence of one or more of the following events:

12.1.1     the Breaching Party is in material or persistent breach of any of its obligations under these Conditions and either that breach is incapable of remedy, or the Breaching Party has failed to remedy that breach within 5 Business Days after receiving written notice requiring it to remedy that breach; or

12.1.2     is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.

12.2         The Provider may terminate the Agreement if any Subscription Charge is not paid when due under these Terms.

12.3         Notwithstanding the termination of the Agreement, the User shall remain liable to pay to the Provider all sums accrued due on or prior to the date of termination.

12.4         Within a reasonable period after termination of the Agreement (and in any event within 14 days of termination), howsoever occurring, the User undertakes that it will not share any material with any third party and/or use it for commercial purposes and will certify in writing to the Provider that all actions required under this sub-condition have been duly carried out.

13             Confidentiality

13.1         Each Party shall keep confidential all information of the other party relating to the Database, the contents of these Conditions, or the business of the other Party. For the purposes of this condition, any Data provided by the User to the Provider shall be deemed to be confidential information of the User and shall not be disclosed save as contemplated by these Conditions and the provisions of the Service. The provisions of this condition shall not apply to:

13.1.1     any information which was in the public domain at the Commencement Date;

13.1.2     any information which comes into the public domain subsequently other than as a consequence of any breach of these Conditions;

13.1.3     any disclosure required by law or a Competent Authority or otherwise by the provisions of these Conditions; or

13.1.4     any Data which a User designates as public information.

13.2         The foregoing confidentiality obligations shall remain in full force and effect notwithstanding the expiry or earlier termination of the Agreement.

14             Force Majeure

14.1         A Party will not be liable if delayed in or prevented from performing its obligations under these Conditions due to a Force Majeure Event, provided that it:

14.1.1     promptly notifies the other of the Force Majeure Event and its expected duration, and

14.1.2     uses reasonable endeavours to minimise the effects of that event.

14.2         If, due to a Force Majeure Event, a Party:

14.2.1     is or is likely to be unable to perform a material obligation, or

14.2.2     is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 30 days,

the other Party may, within 5 Business Days terminate these Conditions on notice

15             General

15.1         Compliance with law

Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under these Conditions, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other Party or its employees, agents and representatives.

15.2         Relationship

The Parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

15.3         Survival

Provisions which by their terms or intent are to survive termination hereof will do so.

15.4         Variation

The Provider may vary Conditions by 30 days prior notice to the User, either directly or by means of a notice within the Service by any log-in banner or similar prominent means.

15.5         Severability

The unenforceability of any part of these Conditions will not affect the enforceability of any other part.

15.6         Waiver

Failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of these Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of these Conditions.

15.7         Notices

15.7.1     Notices under these Conditions will be in writing and sent to the person and address in condition15.7.2. They may be given, and will be deemed received:

(a)             by first-class post: 2 Business Days after posting;

(b)             by e-mail: 24 hours from delivery if no notice of delivery failure is received; and

(c)             by electronic communications by means of the Service (for notices by the Provider)

(d)             Notices, other than those under conditions 15.7.1. will be sent to the registered office of the Provider from time to time and to the notified address of the User

15.8         Equitable relief

Each Party recognises that its breach or threatened breach of these Conditions may cause the other irreparable harm, and that the other may therefore be entitled to injunctive or other equitable relief.

15.9         Mitigation

In respect of any indemnity given by either Party under these Conditions, the Party that receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.

15.10       Rights of third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Conditions are not intended to and do not give any person who is not a party to them any right to enforce any of the provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.

16             Dispute resolution

16.1         The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with these Conditions within twenty (20) Business Days of either Party notifying the other of the dispute.

16.2         Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

16.3         If the dispute cannot be resolved by the Parties pursuant to condition 16.1, the Parties shall refer it to mediation pursuant to the procedure set out in condition 16.5 unless either Party does not agree to mediation.

16.4         The obligations of the Parties under these Conditions shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and each Party, its subcontractors and their officers, employees and agents shall comply fully with the requirements of these Conditions at all times.

16.5         The procedure for mediation and consequential provisions relating to mediation are as follows:

16.5.1     A neutral adviser or mediator (the Mediator) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten Business Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party

shall within ten Business Days from the date of the proposal to appoint a Mediator or within ten Business Days of notice to either Party that he is unable or unwilling to act, apply to the Chairman of the Civil Mediation Council to appoint a Mediator.

16.5.2     The Parties shall within ten Business Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the Chairman of the Civil Mediation Council to provide guidance on a suitable procedure.

16.5.3     Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings.

16.5.4     If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives.

If the Parties fail to reach agreement in the structured negotiations within sixty (60) Business Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts

17             Governing Law

These Conditions and any Agreement are governed by the law of England and Wales.

18             Entire agreement

18.1         Any Agreement shall incorporate these Conditions to the exclusion of all others. These Conditions and the Order Form, together with the documents referred to in them, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.

18.2         Each of the Parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in these Conditions and any document referred to in them. The only remedy available to either Party in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of these Conditions.

18.3         Nothing in these Conditions shall operate to exclude any liability for fraud.