Terms & Conditions
ONLINE TERMS AND CONDITIONS OF SALE
This page tells you information about us and the legal terms and conditions (these “Terms”) on which we, Nails By Annabel Limited (“NBA”, “we”, “us”, “our”), supply our products to you through our Website (as defined below).
We are a private limited company registered in England and Wales with company number 10766890. Our registered office is at c/o The Glades, Festival Way, Stoke-on-Trent ST1 5SQ with our main trading address being at Lower Street, Newcastle-under-Lyme, Staffordshire ST5 2RH. Our VAT registration number is 269474652.
Please read these Terms carefully, and make sure that you understand them, before placing an Order (as defined below) with us. If you think that there might be a mistake in these Terms, please promptly let us know.
These Terms were most recently updated on 24 February 2021.
We reserve the right (acting reasonably) to amend these Terms at any time to reflect changes in the law or for any other reason. The most up-to-date version of our Terms will always be displayed on our Website so please have a look before placing an Order for products to ensure that you know about any changes which may have been made since your last visit to our Website. No other terms or changes to these Terms will be binding unless agreed in writing and signed by us.
Please read these Terms carefully as they contain important information about your rights and obligations. We strongly recommend that you keep a copy of these Terms and that you print out these Terms from the Website by clicking on the “Print” icon on your browser so that you can keep them for your records and future reference.
These Terms and the Contract (as defined below) are made only in the English language.
Please note that, when attempting to submit an Order for any products through our Website, you will be asked to expressly agree to these Terms. If you refuse to accept these Terms, you will not be able to submit an Order for products through our Website.
By clicking “Complete Checkout” and submitting your Order, this shall always constitute your unqualified acceptance of these Terms, and you agree to be legally bound by these Terms. By submitting your Order, you confirm, warrant and represent that you are acting for purposes related to your trade, business, craft or profession and you acknowledge and agree that you are not acting as a consumer (as defined in the Consumer Rights Act 2015).
Should you wish to contact us, please telephone our customer service team on 01782 901012 or email us at firstname.lastname@example.org or such other email address as notified by us to you from time to time. How to give us formal notice of any matter under the Contract is set out in clause 15.7. If we have to contact you for any reason, then save as expressly set out in these Terms, we will send an email to the email address you provided to us in your Order.
YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 12.
- Business Day means a day (other than a Saturday, Sunday or bank or public holiday in England) when banks in London are open for business.
- Contract means the contract between NBA and the Customer for the sale and purchase of the Goods in accordance with these Terms.
- Customer means the person or firm who purchases the Goods from NBA (but expressly excludes consumers (as defined in the Consumer Rights Act 2015)).
- Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
- Delivery Location means the location set out in the Order Confirmation or such other location as the parties may agree from time to time in writing.
- Force Majeure Event means an event, circumstance or cause beyond a party's reasonable control including without limitation acts of God, flood, storm, drought, earthquake or other natural disaster; disease, virus, epidemic or pandemic (including without limitation Covid-19 and any potential mutation or variant of it and any subsequent similar outbreak); terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; interruption or failure of utility service including without limitation to electric power, gas, water, internet or telephone service; and in the case of NBA, any consequence arising as a result of or in connection with Brexit (including, for example, compliance with a law or governmental order, rule, regulation or direction and/or action taken by a government or public authority, including without limitation imposing an embargo, export or import restriction, quota or other restriction or prohibition, or the failure to grant any necessary licence or consent) and non-performance by suppliers or subcontractors.
- Goods means the goods (or any part of them) set out in the Order Confirmation.
- Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Order means the Customer’s order for the Goods through the Website submitted in accordance with these Terms.
- Order Acknowledgement has the meaning given to it in clause 3.
- Order Confirmation has the meaning given to it in clause 4.
- Specification means any description or specification of the Goods included on the Website.
- Website means the website operated and/or controlled by NBA, being nailsbyannabel.co.uk (as updated from time to time).
- A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- 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.
- The phrase personal data shall have the meaning given to it in the Data Protection Legislation.
- A reference to writing or written includes email (except as otherwise set out in these Terms) but not fax.
- References to clauses are to the clauses of these Terms.
BASIS OF CONTRACT
- These Terms 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.
- Any samples, descriptive matter (including reference to any sizes and colour), marketing or other promotional material produced by NBA relating to the Goods or otherwise contained in NBA’s catalogues, brochures and/or on the Website (or any other website) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract or have any contractual force. NBA shall use reasonable endeavors to procure that colours are displayed accurately on the Website but NBA cannot warrant, guarantee nor provide any assurance that a device’s display of the colours exactly reflects those of the Goods.
- The Customer acknowledges that all sizes, weights, capacities and dimensions provided in respect of the Goods are approximate only. Although NBA has made every effort to be as accurate as possible, all sizes, weights, capacities and dimensions have a 5% tolerance.
- The packaging of the Goods may vary from that shown on images on the Website.
- The Customer should follow the onscreen prompts on the Website to submit an Order. Once the Customer has added selected Goods to the Customer’s shopping cart, the Customer will go through NBA’s checkout process where the Customer will need to enter certain information including their contact details, delivery and billing information. The Customer is solely responsible for ensuring that the terms of the Order are complete and accurate. The Customer is given an opportunity to check and amend any errors before submitting the Order.
- The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms.
- After the Customer submits an Order, the Customer will receive an email and, where selected by the Customer before submitting an Order, an SMS text message from NBA acknowledging that NBA has received the Order (Order Acknowledgment). However the Order Acknowledgement does not mean that the Order has been accepted. NBA’s acceptance of the Order made by the Customer will take place as described in clause 4.
- NBA may accept or reject an Order at its discretion. The Order shall only be deemed to be accepted when NBA issues a written acceptance of the Order (Order Confirmation), at which point the Contract shall come into existence.
- The Customer waives any right it might otherwise have to rely on any term endorsed on, delivered with or contained in any documents of the Customer that is inconsistent with these Terms.
- NBA reserves the right to cancel, without penalty or charge, (at any time) an Order or any part thereof.
- Once an Order has been accepted by NBA, it cannot be cancelled by the Customer except as otherwise expressly set out in these Terms or where the prior written approval of NBA has been obtained in respect of such cancellation.
- If NBA is unable to supply the Customer with any Goods (for any reason), NBA will inform the Customer of this in writing and NBA will not process the Order. If the Customer has already paid for the Goods (in full or in part), NBA will refund, or where the Customer has selected the DivideBuy payment option (see clauses 11 and 8.12 below) DivideBuy will refund, to the Customer the sums already paid.
- The Goods are described in the Specification.
- NBA reserves the right to amend or change (at is sole discretion) the Specification at any time (including if required by any applicable statutory or regulatory requirements).
Unless expressly agreed otherwise by NBA in writing:
- NBA (or its appointed carrier) shall deliver the Goods to the Delivery Location at any time after NBA notifies the Customer that the Goods are ready for delivery; and
- delivery is completed on the completion of unloading of the Goods at the Delivery Location.
- The Customer acknowledges and agrees that all Goods are subject to a lead time of at least 10 Business Days. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
- NBA shall not be liable or responsible for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide NBA with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- If NBA fails to deliver the Goods, its liability shall be limited to the actual costs and expenses reasonably and properly incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. NBA shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide NBA with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- If the Customer fails to accept, or delays accepting, delivery of the Goods (including without limitation where the Customer nor a representative of the Customer are present to accept delivery) then, except where such failure or delay is caused by a Force Majeure Event or NBA's failure to comply with its obligations under the Contract:
- delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day after the day on which NBA notified the Customer that the Goods were ready for delivery; and
- NBA shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
- If 7 days following the due date for delivery of the Goods the Customer has not accepted actual delivery of the Goods, NBA may resell or otherwise dispose of part or all of the Goods and, after deducting all reasonable storage charges and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
- If NBA delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice and NBA shall either account to the Customer for any excess amount paid (to the extent that the quantity of Goods delivered is less than the quantity ordered) or charge the Customer for any shortfall (to the extent that the quantity of Goods delivered is more than the quantity ordered), as the case may be.
- NBA may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- Where the Customer is based outside the United Kingdom, the Customer shall be responsible (at its own cost and expense) for:
- obtaining any necessary import licences, consents or permits necessary for the entry of the Goods into the relevant territory, or their delivery to the Customer and, if required by NBA, the Customer shall make those licences, consents and/or permits available to NBA prior to the delivery of the relevant consignment of the Goods; and
- any notification and/or registration requirements relating to the Goods in the relevant territory as stipulated by local laws or regulations.
- Without limiting clause 9, the Customer shall (at its own cost and expense) provide to NBA, or (where local laws or regulations require NBA to do so) assist NBA in procuring, any documents necessary under applicable laws and regulations for NBA to export the Goods to the Delivery Location in accordance with such laws and regulations.
- Unless expressly agreed otherwise by NBA in writing:
NBA warrants that on delivery and for a period of 3 months from the date of delivery of the Goods by NBA (or such other period notified to the Customer by NBA in writing) (Warranty Period) the Goods shall:
- subject to clauses 2 to 2.4 (inclusive), conform in all material respects with the Specification;
- be free from material defects in design, material and workmanship; and
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
- The Customer must inspect all Goods on delivery at the Delivery Location. Any discrepancy in the quantity or type of or damage to the Goods delivered must be reported to NBA within 2 Business Days of delivery of the Goods at the Delivery Location.
Subject to clause 4, if:
- the Customer gives notice in writing to NBA during the Warranty Period that some or all of the Goods do not comply with the warranty set out in clause 1 (and supplies photographic evidence to support the claim);
- NBA is given a reasonable opportunity of examining such Goods; and
- the Customer (if asked to do so by NBA) returns such Goods (in their original packaging and properly packed) to NBA's place of business at the Customer's cost,
- NBA warrants that on delivery and for a period of 3 months from the date of delivery of the Goods by NBA (or such other period notified to the Customer by NBA in writing) (Warranty Period) the Goods shall:
NBA shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full. Where NBA elects to refund the price of the defective Goods and the Customer has purchased such Goods via the Website using DivideBuy (see clauses 8.12 and 8.13 below), any refund due to the Customer will be made by DivideBuy and will take into consideration amounts already paid by the Customer (if any).
- Subject to clause 2, NBA shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
- the Customer fails to notify NBA as set out in clause 3;
- the Customer makes any further use of such Goods after giving notice in accordance with clause 3;
- the defect arises because the Customer failed to follow NBA's oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;
- the defect arises as a result of NBA following any requirement of the Customer;
- the Customer alters such Goods without the written consent of NBA;
- the defect arises as a result of fair wear and tear, misuse or alteration, wilful damage, negligence, or abnormal storage or working conditions, or any other act by the Customer, its employees, agents or representatives;
- the defect arises from natural deterioration of the Goods; or
- the Goods differ from the Order Confirmation and the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- Except as provided in this clause 6 and subject to clause 2, NBA shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
- NBA has given commitments as to compliance of the Goods with relevant specifications in clause 1. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- These Terms shall apply to any replacement Goods supplied by NBA.
RISK AND TITLE
- The risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location in accordance with clause 5.
- Title to the Goods shall not pass to the Customer until the earlier of:
- NBA receiving payment in full in cleared funds for the Goods and any other goods that NBA has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
- the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.
- Until title to the Goods has passed to the Customer, the Customer shall:
- store the Goods in accordance with any written or oral instructions given by NBA and separately from all other goods held by the Customer so that they remain readily identifiable as NBA's property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify NBA immediately if it becomes subject to any of the events listed in clause 1(b) to clause 9.1(d); and
- promptly give NBA such information as NBA may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.
Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before NBA receives payment for the Goods. However, if the Customer resells the Goods before that time:
- it does so as principal and not as NBA’s agent; and
- title to the Goods shall pass from NBA to the Customer immediately before the time at which resale by the Customer occurs.
- At any time before title to the Goods passes to the Customer and in respect of those Goods not already paid for, NBA:
- may by notice in writing terminate the Customer's right under clause 4 to resell the Goods or use them in the ordinary course of its business; and
- require the Customer to deliver up all Goods in its possession that have not been resold, or incorporated into another product (where applicable) and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
PRICE AND PAYMENT
- The price of the Goods shall be as quoted on the Website at the time the Customer submits the Order. NBA takes all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please refer to clause 10 for what happens if NBA discovers an error in the price of Goods ordered by the Customer.
- Prices advertised on the Website include United Kingdom value added tax (VAT) at the prevailing rate chargeable for the time being, but exclude those charges listed in clause 4, which are payable in addition.
- Prices of the Goods may change from time to time, but changes will not affect any Order already placed by the Customer (save as expressly set out in these Terms). However, if the rate of VAT changes after the date the Customer submits the Order, NBA shall adjust the rate of VAT the Customer pays unless the Customer has already paid for the Goods in full before the change in VAT takes effect.
The price of the Goods excludes the following which shall be payable by the Customer in addition to the price (where applicable):
- except for VAT which is included in the price in accordance with clause 2, any sale, withholding or other applicable tax, customs, handling, import and/or export duties, tariffs and clearance charges, brokers' fees and where the Customer is based outside of the United Kingdom, any other amounts payable in connection with the importation and delivery of the Goods;
- the costs and charges of delivering, packaging, loading, unloading, insurance and transport of the Goods (including carriage, shipping and delivery); and
- costs incurred by NBA as a result of the Customer failing to accept delivery of the Goods (including where the Customer nor a representative of the Customer are present to accept delivery).
- Where the Customer is based outside of the United Kingdom, the Customer shall be solely responsible for the collection, remittance and payment of any or all taxes, charges, duties, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale or other distribution of the Goods (save for income tax to which NBA may be subject).
NBA may, by giving notice to the Customer at any time before delivery of the Goods, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
- any factor beyond NBA's control (including foreign exchange fluctuations, increases in delivery, transportation, supply, sales, labour, materials and other manufacturing costs and any consequence arising as a result of or in connection with Brexit);
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
- any delay caused by any instructions of the Customer or failure of the Customer to give NBA adequate or accurate information or instructions.
- Notwithstanding any other provision of these Terms, NBA hereby reserves the right in its discretion to charge the Customer for any and all additional and supplemental costs, expenses and/or charges which it incurs in connection with the supply of the Goods at any time prior to actual delivery of the Goods (including without limitation to reflect any increases in taxes, duties and/or tariffs). Any such costs, expenses and/or charges shall be payable by the Customer in addition to the price for the Goods.
- In respect of any additional sums payable by the Customer to NBA pursuant to clauses 4, 8.5, 8.6 and/or 8.7, NBA shall submit an invoice, which shall be payable by the Customer immediately on receipt.
- Except as otherwise expressly set out in these Terms, all sums payable under the Contract are exclusive of any VAT or any other sales tax or duties which, where applicable, shall be payable by the Customer.
- The Customer acknowledges and agrees that NBA sells a large number of Goods through the Website. As such, it is always possible that, despite NBA’s reasonable efforts, some of the Goods on the Website may be incorrectly priced. NBA normally checks prices as part of its dispatch procedures so that:
- where the Goods' correct price is less than the price stated on the Website, NBA will charge the lower amount when dispatching the Goods to the Customer; and
- if the Goods' correct price is higher than the price stated on the Website, NBA will contact the Customer as soon as possible to inform the Customer of this error and NBA will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Order. NBA will not process the Customer’s Order until it has the Customer’s instructions. If NBA is unable to contact the Customer using the contact details provided during the Order process, NBA will treat the Order as cancelled and notify the Customer in writing. However, if NBA mistakenly accepts and processes the Customer’s Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, NBA may cancel supply of the Goods and refund the Customer any sums paid.
- NBA accepts payment by debit card, credit card, Apple Pay (iOS only), PayPal and DivideBuy. NBA accepts the following cards: Visa, Mastercard, Maestro and American Express.
- The Customer shall make all payments due to NBA under the Contract in Pound Sterling (£).
- The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). NBA may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by NBA to the Customer.
TERMINATION AND SUSPENSION
Without limiting its other rights or remedies, NBA may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of the Customer being notified in writing to do so;
- the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Customer's financial position deteriorates to such an extent that in NBA's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without limiting its other rights or remedies, NBA may suspend provision and delivery of the Goods under the Contract or any other contract between the Customer and NBA if the Customer becomes subject to any of the events listed in clause 1(b) to clause 9.1(d), or NBA 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 the Contract in cleared funds on the due date for payment.
- Without limiting its other rights or remedies, NBA may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract in full and in cleared funds on the due date for payment.
- On termination of the Contract for any reason the Customer shall immediately pay to NBA all of NBA's outstanding unpaid invoices and interest.
- Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- Without limiting its other rights or remedies, NBA may terminate the Contract with immediate effect by giving written notice to the Customer if:
- If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify NBA in writing enclosing a copy of the Recall Notice.
- Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of NBA and only then in strict compliance with NBA’s instructions as to the process of implementing the withdrawal.
- All Intellectual Property Rights in or arising out of or in connection with the Goods and the Website shall remain NBA’s property and nothing in the Contract is intended to pass ownership of such rights to the Customer.
LIMITATION OF LIABILITY
- The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in the Contract shall limit or exclude NBA's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation; or
- any matter in respect of which it would be unlawful for NBA to exclude or restrict liability.
- Subject to clause 2, NBA's total liability to the Customer shall in no circumstances exceed 110% of the price of the Goods.
- Subject to clause 2, the following types of loss are wholly excluded (in each case whether direct, indirect or consequential):
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- indirect or consequential loss.
- This clause 12 shall survive termination of the Contract.
- Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract with immediate effect by giving written notice to the affected party.
- For the avoidance of doubt, a party’s inability to pay shall not constitute a Force Majeure Event under this clause 13.
- Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the Data Protection Legislation. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.
Assignment and other dealings.
- NBA may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of NBA.
- Each party undertakes that it shall not at any time disclose to any person any confidential and/or proprietary information concerning the business, affairs, customers, pricing, operations, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs or the terms of the Contract or any other contract between the parties, except as permitted by clause 2(b).
- Each party may disclose the other party's confidential information:
- to its employees, officers or professional advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers or professional advisers to whom it discloses the other party's confidential information comply with this clause 2; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
- The Customer shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of NBA, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. For the avoidance of doubt, the provisions of this clause3 shall not apply to NBA.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
- No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice given to a party under or in connection with the Contract shall be:
- in writing;
- addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause; and
- delivered personally, by pre-paid first class post or other next working day delivery service or commercial courier.
- A notice shall be deemed to have been received:
- if delivered personally, when left at the address referred to in clause 7(a);
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
- if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
- A notice given under the Contract is not valid if sent by email.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Any notice given to a party under or in connection with the Contract shall be:
- Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees, for the sole benefit of NBA that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Nothing in this clause shall limit the right of NBA to take proceedings or enforcement action against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings or enforcement action in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
- Assignment and other dealings.
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