Terms and Conditions

Definitions and interpretation

1.1 The following definitions apply in this Agreement:

Booking means the period during which the Company has agreed to supply the Facilities and/or Services to the Client

Company means Cut to the Beat Ltd t/a The Edit

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

Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the company

Client means the person, firm or company that has invited the Company to provide the Facilities, Services and Equipment and where the context so admits shall be deemed to include its employees, agents and anyone using the Facilities and/or Equipment with its express or implied authority.

Services means the Services to be performed for the duration of the Booking by the company by the Client

Contract means the agreement between the Company and the Client for the supply and purchase of service incorporating these Conditions

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

Equipment means any materials, software, hardware, supplied by the Company throughout the Booking

Facilities means any part of the Company supplied for the duration of the Booking to include studios, personnel, post production, equipment, creative and production services

Materials means any materials supplied by the Client for use during the Booking, to include but not limited to hard drives, discs, tapes memory cards and film

Hire Period means the period specified in the Booking

Personnel means any agent, servant, employee or independent contractor of the Client

Rate Card means the rate card from time to time of prices currently issued by the Company

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

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

Background Intellectual Property any and all intellectual property rights that are not Foreground Intellectual Property owned and controlled by the relevant party or licenced to the relevant party prior to or outside the project but required for the purposes of the Project or for the proper use of the technology

Foreground Intellectual Property all Intellectual Property Rights and other matter capable of being the subject of Intellectual Property Rights that is conceived, first reduced to practice or writing or developed in who or in substantial part in the course of the Project

Intellectual Property Rights means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Confidential Information means any commercial, financial or technical information, information relating to the services, plans, computer programmes, projection techniques, databases, original ideas and concepts, know-how, work flows, designs and processes including those incorporated in or inherent in the booking or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the contract

1.2       In these Conditions, unless the context requires otherwise:

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

1.2.2    a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

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

1.2.4    a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.5    a reference to a gender includes each other gender;

1.2.6    words in the singular include the plural and vice versa;

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

1.2.8    a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.9    a reference to legislation is a reference to that legislation as in force at the date of the Contract OR amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; and

1.2.10  a reference to legislation includes all subordinate legislation made as at the date of the Contract OR from time to time under that legislation.

2           Formation of Contract

2.1        These terms and conditions shall apply to all contracts entered into by the Company. No addition to or variation of or exclusion of these terms and conditions or any of them shall be binding on the Company unless confirmed expressly and specifically in writing by the Company.

These terms and conditions shall prevail over and override any inconsistent terms and conditions whether express or implied contained in or referred to in the Client’s acceptance or in any correspondence between the parties or elsewhere. Any agreement to the contrary is expressly excluded and extinguished.

No contract shall come into existence between the Company and the Client unless and until the Client has made a Booking.

3          The facilities

3.1       The Company agrees to provide to the Client the Equipment and the non-exclusive services of the Company’s personnel as set out in the Booking throughout the Hire Period.

3.2       Throughout the Hire Period the Company shall supply and the Client shall accept the services of such Personnel on a non-exclusive basis as the Company in its absolute discretion from time to time decides as necessary having regard to the express requirements of the Client for the proper performance of the contract.

3.3       Time of performances of the Services is not of the essence. The company shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.

3.4       The Company shall not be liable for any delay in or failure of performance caused by:

3.4.1    The Clients failure to (I) provide the company with adequate instructions for performance otherwise relating to the Services (II) provide the company with adequate information for performance or otherwise relating to the Services (III) provide the company with final instructions and/or approvals for performance or otherwise relating to the Services (IV) comply with its obligations within these terms and conditions;

3.4.2    Any amendment, addition or change to the Client’s instructions for performance or otherwise relating to the Services;

3.4.2 Force Majeure.

3.5     The Client shall be entirely responsible for:

3.5.1  compliance by the Client with all rules and regulations at the Facilities and all lawful directions of the Company including expressly any decision by the Company to refuse admission to or reject any of the Personnel;

3.5.2 the actions of the Client and the Personnel while in the Facilities;

3.5.3 the use of the Equipment;

3.5.4 the direct or indirect results of the actions of the Client and of the use by the Client of the Personnel and the Equipment.

3.6     In giving the Personnel any lawful direction the Company shall be deemed to be acting as the agent of the Client and shall not be liable for any loss or damage to the Client however arising from compliance by the Personnel with the Company’s direction.

4          Clients obligations

4.1       During the Hire Period the Client will:

4.1.1    Co-operate with the company as the company reasonably requires

4.1.2    Provide the information and documentation that the company reasonably requires;

4.1.3    Provide the materials that the company reasonably requires

4.1.4    Provide instructions, final instructions and approvals as the company reasonably requires

4.1.5    Ensure that the Clients, staff and agents co-operate and assist with the company

4.1.6    Notify the company of the name and contact details of the Client’s representative who will be available as and when the company reasonably requires and who has the authority to provide instructions on behalf of the Client

4.1.7    Promptly vacating the Facilities at the end of the hire period

4.1.8    To return the equipment to the company at the end of the hire period

4.1.9    Ensuring the equipment and Facilities are maintained in a good condition

5            Payment

The Company shall invoice the Client every 2 weeks commencing from the 1st day of the Hire Period

It is a condition precedent to any liability of the Company to the Client that the fees and payments shall be paid in full on the date specified in the invoice. Where Facilities, Services, Equipment or goods are provided at the Rate Card rate of the Company all such services shall be paid by the Client within 7 days from receipt of the Company’s VAT invoice or the end of the Hire Period.

If the Client shall have failed to pay any sums due to the Company the Client shall be deemed to have repudiated its agreement with the Company which repudiation the Company shall be entitled in its absolute discretion to accept or reject.

In the event of the Client failing to make payment of any sum due to the Company the Client shall be liable to pay interest on such sum from the due date of payment to the actual date of payment at an interest rate which will be 4% above the base rate of Barclays Bank plc prevailing from time to time during such period.

6          Cancellation fees

If the Client should have to cancel a Booking then the following cancelation fees (as may be appropriate to their case) will become due immediately upon said cancellation:

6.1       All cancellations must be in writing

6.2       Bookings of 5 working days duration or less:

6.2.1    Cancellation within 2 working days or less before the start of the Hire Period – 100% of the booking fee

6.2.2    Cancellation within 3 – 5 working days before the start of the Hire Period – 50% of the booking fee

6.2.3    After the start of the Hire Period – 100% of the Booking fee

6.3       Cancellation for Bookings with a duration of 5 – 14 working days inclusive

6.3.1    Bookings of 5 working days duration or less:

6.3.2    Cancellation within 2 working days or less before the start of the Hire Period – 100% of the Booking fee

6.3.3    Cancellation within 6– 10 working days before the start of the Hire Period – 50% of the Booking fee

6.3.4    After the Booking date – 100% of the booking fee

6.4       Bookings with a duration of 15 working days or over:

6.4.1    Cancellation within 10 working days or less before the start of the Hire Period – 100% of the booking fee

6.4.2    Cancellation within 11 – 15 working days before the start of the Hire Period – 50% of the booking fee

6.4.3    After the start of the Hire Period – 100% of the booking fee

7          Inspection

7.1       The Client may inspect the Equipment and the Facilities prior arrangement with the Company during normal business hours before the commencement of the Hire Period. It shall at all times be the Client’s responsibility to satisfy itself that the Equipment and the Facilities are suitable for the Client’s purpose.

7.2       It is not a condition of the Agreement between the Company and the Client and there is no express or implied warranty on the part of the Company that the Equipment, the Facilities are fit for the purposes of the Client and there is no obligation whatever on the part of the Company to assess the needs of the Client or to advise the Client in relation to such needs. Any assessment or advice which may be given by the Company is entirely without liability on the part of the Company and does not form part of any agreement between the Company and the Client.

8          Overstay

If the Client fails to vacate the Facilities at the end of the Hire Period the Company shall be entitled to charge or recover from the Client as a contract debt due and payable immediately on demand:

8.1       The rate specified in the Rate Card for each hour or part hour during which the Client remains;

8.2       Any and all sums representing liability of the Company to third parties whose period of hire of the Equipment or the Facilities has been affected by the late occupation of the Client; and

8.3       Any and all losses directly and indirectly occasioned to the Company as a result of such late occupation.

9          Health and safety

9.1       The Client shall observe, perform and comply with all applicable statutes, rules, regulations and orders relating to its activities on the Client’s premises including without limitation the Health and Safety at Work Act 1974 and all associated regulations and approved codes of practice and the Client undertakes to ensure so far as reasonably possible the health, safety and welfare at work of all employees of the Client and persons providing services for the benefit of the Client.

9.2       The Client confirms that the Company and any inspector appointed by the Health and Safety Executive, any fire officer or officer of any other regulatory body having authority over the Facilities shall have the right to inspect without prior notice at any reasonable time the Equipment and the Facilities for the purpose of complying with such inspector or officers’ duties or for the purpose of ensuring compliance by the Client of its obligations.

9.3       The Client shall undertake that it shall not bring into the Facilities any materials which are of a dangerous nature or an explosive nature or any materials whose possession, storage or use might contravene any statute, local regulations or bye-laws or constitute a nuisance to third parties.

10        Title to goods

10.1     The Company shall be entitled to a lien in relation to all equipment, materials and property of whatever description including without limitation any film, audio tape, audio-visual tape, computer disks brought by the Client into the Facilities or in the possession or custody of the Client or handled by the Company until payment in full by the Client of all sums owed to the Company. Risk in all such property, materials and goods shall at all times remain with and be the responsibility of the Client.

10.2     As between the Company and the Client the Company shall be deemed to be the person who made the arrangements for the production of all audio and audio-visual recordings made by the Client in the studios and accordingly the ‘author’ of such recordings for the purposes of the Copyright, Designs and Patents Act 1988 as from time to time amended and the Client assigns to the Company the entire copyright in all such recordings.

10.3     On condition that the Client shall not be in breach of any of the provisions of its agreement with the Company and in particular subject to the payment by the Client to the Company of all sums due pursuant to any agreement between the Client and the Company the Company assigns to the Client the copyright and all other rights in and to the recordings referred to in Condition save for:

10.3.1  All background intellectual property used in connection with the recording shall remain the property of the party who owns it or the third party who licences it to that party.  No licence is granted to either party’s intellectual property unless specifically agreed to in writing

10.3.2  The Company shall be at liberty to use any expertise, know-how, ideas, methods, processes or techniques used in the provisions of the Services to the Client and in the recordings for the purpose of the Company’s business

10.3.3  The Company shall be at liberty to utilise the Client’s name and summary of the services along with the recordings for advertising purposes

10.4     Time shall be of the essence in relation to all payments required to be made by the Client and if the Client fails to effect payment to the Company whether in whole or in part of any sums due pursuant to its agreement with the Company the Company shall be entitled to sell, hire or charge any property over which it has a lien and exercise any rights vested in it or assigned to it and retain the proceeds arising from such sale or exercise for the Company’s own use and benefit absolutely. The Client expressly agrees and confirms that the Company shall not be deemed to be a trustee in respect of sums received by it in excess of the amount due to the Company nor shall such excess be taken to limit or reduce any damages otherwise payable to the Company as a result of any breach by the Client of its agreement with the Company.

10.5     Where any materials or goods are supplied by the Company to the Client the Client shall be deemed irrevocably to have accepted such materials unless the Client shall have objected in writing to the Company within 24 hours from receipt of the same. In the event any materials delivered to the Client are of unsatisfactory quality the Company’s sole liability shall be in relation to the replacement of such materials and the Company shall incur no liability whatever in relation to any audio or audio-visual recordings of the Client which may be lost or damaged as a result of the loss of supply of any such materials.

11        Copyright

The Client warrants to the Company that it has obtained all consents, licences and clearances required from performers, copyright owners, owners of moral rights and all other persons of any description having any proprietary or other right or interest of whatever nature arising as a result of the Equipment or the Facilities being made available to the Client and of subsequent exploitation of materials made or recorded in the Facilities and undertakes to indemnify the Company from and against all and any liability to third parties for royalties, performance incomes, statutory and/or mechanical fees, defamation, breach of privacy, infringement of copyright, moral rights, trade marks, publicity rights, privacy right, personality right or any right whatever involved or arising directly or indirectly as a result of the Client’s activities.

12        Warranty

12.1     The Supplier warrants that, for a period of three months from performance (the Warranty Period), the Services shall:

12.1.1  conform in all material respects to their description and the Specification;

12.1.2  be free from material defects;

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

12.1.4  be fit for purpose and any purpose held out by the Company and set out in the Booking; and

12.1.5  in the case of media on which the results of the Services are supplied, be free from defects in material and workmanship and of satisfactory quality within the meaning of the Sale of Goods Act 1979.

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

12.3     The Company shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 12.1, provided that:

12.3.1  the Client serves a written notice on the Company not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and

12.3.2  such notice specifies that some or all of the Services do not comply with clause 12.1 and identifies in sufficient detail the nature and extent of the defects; and

12.3.3  the Client gives the Company a reasonable opportunity to examine the claim of the defective Services.

12.3.4  The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

12.5     Except as set out in this clause 12:

12.5.1  the Company gives no warranties and makes no representations in relation to the Services; and

12.5.2  shall have no liability for their failure to comply with the warranty in clause 12.1,

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

12.5.4  The Client shall be entitled to exercise its rights under clause 12 notwithstanding that the Services were not rejected following any initial inspection.

13        Liability and exclusion

13.1     The Company shall be liable for:

13.1.1  death or personal injury arising as a result of the negligence of the Company or any Personnel employed by the Company (other than personnel following lawful directions of the Client) in the Company’s performance of its agreement with the Client except to the extent that the deceased or the injured party contributed to their death or personal injury;

13.1.2  loss or damage caused directly or indirectly to the Client as a result of the negligence or breach of duty by the Company in performing its agreement with the Client.

13.2     In respect of any liability of the Company under Conditions 13.1.1 and 13.1.2 the Client shall effect insurance in the sums of £5million which limits the Client agrees as being fair and reasonable as at the date of its agreement with the Company.

13.3     In the event the Company decides for whatever reason that the amounts insured by the Company are insufficient to meet the maximum possible loss contemplated by the Client the Client undertakes to effect such further insurance as may be necessary to protect the Client.

13.4     The Client warrants and undertakes that the aggregate amounts of the insurance cover effected by the Company together with any additional insurance cover effected by the Client shall be sufficient to cover any and all liability of the Company towards the Client. Any such liability is subject to any exceptions provided under such policy of insurance. The Client shall notify all insurers within the time limit specified in the policy and shall not do or omit to do anything which might lead such insurers to disclaim any policy.

13.5     The Client shall procure that all persons using the Equipment Facilities or Services are suitably qualified and comply with any terms conditions and/or restrictions imposed on such use by insurers.

13.6     The Client undertakes to indemnify the Company and keep it fully and effectively indemnified from and against any and all costs, claims, fees, expenses, awards, demands or damages it may suffer or make:

13.6.1  as a result of the death, injury, damage or loss suffered by any third party or any employee of the Company or those engaged by it or connected or associated with it as a direct or indirect result of any act or omission by the Client whether negligent or accidental when acting alone or when carrying out the direction, request or instructions of the Client;

13.6.2  as a result of any breach by the Client of any of the provisions of its agreement with the Company or any failure or delay in connection with the same;

13.6.3  as a result of any loss suffered by the Client in excess of the amount of the insurance cover provided by the Company including expressly but not limited to loss of profits, loss of goodwill, damage to reputation and all remote and indirect loss or damage whatever;

13.7     The following are conditions precedent to any liability of the Company:

13.7.1  in relation to any liability under Condition 13.1.1 and 13.1.2 that the claim is notified to the Company immediately on the happening of the event;

13.7.2  in respect of any liability under Condition 13.1.2 the Company shall have failed to remedy such breach within a reasonable time after notice under Condition 13.7.1;

13.7.3  that the Client shall not have compounded or contributed to such liability of the Company.

14        Termination

14.1     The Company may terminate the Contract or any other contract which it has with the Client at any time by giving notice in writing to the Client if:

14.1.1  the Client commits a material breach of Contract and such breach is not remediable;

14.1.2  the Client commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

14.1.3  the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Company has given notification that the payment is overdue; or

14.1.4  any consent, licence or authorisation held by the Client is revoked or modified such that the Client is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

14.2     The Company may terminate the Contract at any time by giving notice in writing to the Client if the Client:

14.2.1  stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

14.2.2  is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

14.2.3  becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

14.2.4  has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

14.2.4  has a resolution passed for its winding up;

14.2.5  has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

14.2.6  is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

14.2.7  has a freezing order made against it;

14.2.8  is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

14.2.9  is subject to any events or circumstances analogous to those in clauses 14.2.1  to 14.9 in any jurisdiction;

14.2.10 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 14.2.1 to 14.2.10 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

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

14.4     The right of the Company to terminate the Contract pursuant to clause 14.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

14.5     If the Company becomes aware that any event has occurred, or circumstances exist, which may entitle the Client to terminate the Contract under this clause 14, it shall immediately notify the Client in writing.

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

15        Confidentiality and announcements

15.1     The Client shall keep confidential all Confidential Information of the Company and of any Affiliate of the Company and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

15.1.1  any information which was in the public domain at the date of the Contract;

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

15.1.3  any information which is independently developed by the Client without using information supplied by the Company or by any Affiliate of the Company; or

15.1.4  any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

15.2     This clause shall remain in force in perpetuity date of the Contract.

15.2.1  The Client shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

16        Force Majeure

16.1     A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

16.1.2  promptly notifies the other of the Force Majeure event and its expected duration; and

16.1.3  uses best endeavours to minimise the effects of that event.

16.2     If, due to Force Majeure, a party:

16.2.1  is or shall be unable to perform a material obligation; or

16.2.2  is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days;

16.2.3  the other party may, within 30 days, terminate the Contract on immediate notice OR the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

17        Client Materials

17.1     The Client shall remove all Client Materials from the Facilities within 6 months of either the termination of the Contract or end of the Hire Period, whichever is sooner;

17.2     In the event that the Client fails to comply with 17.1 the Company shall either return the Client Materials to the Client or destroy/dispose of them and recover the costs of so doing from the Client;

17.3     During the 6 month period as referred to in clause 17.1 the Company shall store the Client Materials at the Client’s expense;

17.3     The Company shall not be liable for any loss or damage to the Materials whilst in the Company’s possession.  The company shall not be liable for effecting insurance to cover any loss or damage to the Materials;

17.3     The Client shall effect insurance against loss or damage of the Client Materials in an amount which covers the full replacement value thereof;

17.4     The Client shall be liable for the quality and integrity of the Client Materials.  The risk, including without limitation any master recordings, in the content of such Client Materials held by the Company on behalf of the Client will at all time remain with the Client.

17.5     The Client shall keep a minimum of two back-up copies of any recordings and effect adequate insurance as set out in clause 17.4 above;

17.6     The Company shall be liable for the replacement costs of the physical medium on which the recording is stored as if such media were blank and did not embody any recording whatsoever in the event that there is any loss or damage to any of the Client’s recordings.

18        Entire agreement

18.1     The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

18.2     Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

18.3     Nothing in these Conditions purports to limit or exclude any liability for fraud.

19        Waiver

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

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

19.3     A waiver of any term, provision, condition or breach of the Contract by the Company shall only be effective if given in writing and signed by the Company, and then only in the instance and for the purpose for which it is given.

20        Third party rights

20.1     Except as expressly provided for in clause 20.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

20.2     Any Affiliate of the Company shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

21          No partnership or agency

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

22        Miscellaneous

22.1     If any term or provision or any part of a term or provision in these terms and conditions shall be held to be illegal or unenforceable under an enactment or rule of law such term or provision or part of it shall to that extent be deemed not to form part of these terms and conditions then the enforceability of the remainder of the terms and conditions shall not be affected.

22.2     The Company may delay or permit the passage of time before taking steps to enforce provisions of these terms and conditions without prejudicing or waiving its rights.

22.3     Any notices required to be served by the Company on the Client shall be deemed to be properly served if delivered in person or sent by first class pre-paid post or recorded mail to the addresses specified for the Company and/or the Client as appropriate on the Booking Form.

22.4     The Company shall be entitled to assign its rights and/or obligations under this Agreement.

22.5     This Agreement is personal to the Client and may not be assigned or charged by it.

22.6     The construction, validity and performance of these terms and conditions shall be governed and construed in accordance with the law of England and Wales whose courts shall be courts of competent jurisdiction.

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