Innova Care Concepts Limited

Terms & Conditions of Business (Goods and/or Services)

Document Reference SAL-Pol-374. Revision – . Dated 14.10.22.

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1. Interpretation
1.1. In these Conditions, the following definitions apply:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Business Hours” means the period from 8.00am to 5.00pm on any Business Day.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 18.
“Contract” means the contract between Innova and the Customer for the supply of the Services and/or the Goods in accordance with these Conditions.
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010 and the expression “change of control” should be construed accordingly.
“Date Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party and “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” are as defined in the Data Protection Legislation.
“Domestic Law” means the law referred to in clause 24.1.
“Force Majeure Event” means an event, circumstance or cause beyond a party’s reasonable control.
“Goods” means the goods (or any part of them) set out in the Quotation.
“Quotation” means the most recent quotation supplied to the Customer by Innova in writing in respect of the Goods and/or Services.
“Quotation Particulars” means the quotation particulars in the Quotation.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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 written acceptance of the Quotation for the Goods and/or Services.
“Order Acknowledgement” means Innova’s acknowledgement of receipt of the Order from the Customer, provided always that Innova do not raise any objection to entering into the Contract in such acknowledgement.
“Property” means the building(s), site(s) or location(s) where the Services are to be carried out and completed.
“Services” means the services, including any works, performed by Innova to the Customer as set out in the Service Specification.
“Goods Specification” means any specification for the Goods as set out in the Quotation.
“Service Specification” means any description or specification for the Services as set out in the Quotation.
“Innova” means Innova Care Concepts Limited (Co. No. 11951702) whose registered office is at Rofta House Rudgate, Thorp Arch, Wetherby, England, LS23 7QA.
“Warranty Period” has the meaning given in clause 5.1.
“Work Area” means the part or parts of the Property where the Services are to be carried out and completed.
1.2. A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. A reference to a party includes its personal representatives, successors and permitted assigns.
1.4. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.5. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.6. A reference to “writing” or “written” includes email and excludes fax.
2. Basis of Contract
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Quotation referenced in the Order and any applicable Goods Specification or Service Specification are complete and accurate.
2.3. The Order shall only be deemed to be accepted when Innova issues the Order Acknowledgement to the Customer, at which point the Contract shall come into existence (the “Contract Date”).
2.4. The sending of the Quotation by Innova to the Customer shall not constitute an offer.
2.5. The Quotation shall only be valid for the period specified in the Quotation Particulars.
2.6. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.7. Any samples, drawings, descriptive matter or advertising produced by Innova and any descriptions or illustrations contained in Innova’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force.
2.8. The Quotation Particulars may contain other terms and conditions set out in the “special conditions” section (“Special Conditions”). The Special Conditions shall be read as forming part of these Conditions but in the event of any inconsistency or ambiguity between the Special Conditions and the Conditions, then the Special Conditions shall take priority over these Conditions.
3. Goods
3.1. The Goods are described in the Goods Specification.
3.2. The Customer shall indemnify Innova against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Innova in connection with any claim made against Innova for actual or alleged infringement of a third party’s intellectual property arising out of or in connection with Innova’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3. Innova reserves the right to amend the Goods Specification if necessary to comply with any applicable law or regulatory requirement, and Innova shall notify the Customer in any such event.
4. Delivery of Goods
4.1. Innova shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2. Innova shall deliver the Goods to the location set out in the Quotation or such other location as the parties may agree (the “Delivery Location”) at any time after Innova notifies the Customer that the Goods are ready.
4.3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
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4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Innova shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Innova with adequate delivery instructions or any other instructions that are the relevant to the supply of the Goods.
4.5. If Innova fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Innova 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 Innova with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6. If the Customer fails to accept delivery of the Goods within 3 (three) Business Days of Innova notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Innova’s failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Innova notified the Customer that the Goods were ready; and
4.6.2. Innova shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7. If 10 (ten) Business Days after the day on which Innova notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Innova may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
4.8. If Innova delivers up to and including 5% 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, Innova shall make a pro rata adjustment to the invoice for the Goods.
4.9. Innova may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of Goods
5.1. Innova warrants that on delivery, and for the period stated in the Quotation Particulars from the date of delivery (“Warranty Period”), the Goods shall (subject always to the provisions of clause 5.5):
5.1.1. conform with their description in the Goods Specification in all material respects, save as where: (a) materials may change subject to the availability of materials (b) Innova have used all reasonable endeavours to ensure that all measurements, colours, anodising, material fabrics, glazing and other finishes will be to the nearest commercially available specification at the time of the Contract to that specified in the Goods Specification;
5.1.2. be free from material defects in design, material and workmanship;
5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
5.1.4. be fit for any purpose held out by Innova in the Goods Specification.
5.2. Subject to clause 5.3, if:
5.2.1. during the Warranty Period, the Customer gives notice in writing to Innova within 5 (five) days of when the Customer discovers (or ought to have reasonably discovered) that some or all of the Goods do not comply with the warranty sent out in clause 5.1;
5.2.2. Innova is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by Innova) returns such Goods to Innova’s place of business at the Customer’s cost,
Innova shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3. Innova shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
5.3.1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2. the defect arises because the Customer failed to follow Innova’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3. the defect arises as a result of Innova following any drawing, design or specification supplied by the Customer;
5.3.4. the Customer alters or repairs such Goods without the written consent of Innova;
5.3.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4. Except as provided in this clause 5, Innova shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5. 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.
5.6. These Conditions shall apply to any repaired or replacement Goods supplied by Innova, provided always that any repaired or replacement Goods shall not extend the Warranty Period.
6. Title and Risk
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until Innova receives payment in full (in cash or cleared funds) for the Goods and any goods that Innova has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Innova’s property;
6.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their price from the date of delivery;
6.3.4. notify Innova immediately if it becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4; and
6.3.5. give Innova such information as Innova may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.
6.4. At any time before title to the Goods passes to the Customer, Innova may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product 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.
7. Supply of Services
7.1. Innova shall supply the Services to the Customer in accordance with the Service Specification in all material aspects.
7.2. Innova shall use reasonable endeavours to meet any performance dates for the Services specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. Innova reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Innova shall notify the Customer in any such event.
7.4. Innova warrants to the Customer that the Services will be provided using reasonable skill and care.
8. Customer’s Obligations
8.1. The Customer shall:
8.1.1. ensure that the terms of the Order and Quotation and any information it provides in relation to the formation of
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the Service Specification and the Goods Specification are complete and accurate; 8.1.2. co-operate with Innova in all matters relating to the Services;
8.1.3. provide Innova, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Innova;
8.1.4. provide Innova with such information and materials as Innova may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
8.1.5. prepare the Customer’s premises for the supply of the Services;
8.1.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.7. comply with all applicable laws, including health and safety laws;
8.1.8. keep all materials, equipment, documents and other property of Innova (“Innova Materials”) at the Customer’s premises in safe custody at its own risk, maintain Innova Materials in good condition until returned to Innova, and not dispose of or use Innova Materials other than in accordance with Innova’s written instructions or authorisation; and
8.1.9. comply with any additional obligations as set out in the Service Specification and the Goods Specification.
8.2. If Innova’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
8.2.1. without limiting or affecting any other right or remedy available to it, Innova shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Innova’s performance of any of its obligations;
8.2.2. Innova shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Innova’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3. the Customer shall reimburse Innova on written demand for any costs or losses sustained or incurred by Innova arising directly or indirectly from the Customer Default.
9. Price, Charges and Payment
9.1. The price of the Goods shall be the price set out in the Quotation.
9.2. Subject to clause 9.4, the charges for the Services shall be set out in the Quotation.
9.3. The Customer shall pay the percentage stated in the Quotation Particulars of the combined total of the price of the Goods and the charges for the Services (the “Deposit”) to Innova not later than the number of days stated in the Quotation Particulars after the Contract Date. Notwithstanding any other provision of the Contract, Innova shall not perform any of its obligations arising out of or in connection with the Contract until the Deposit has been paid by the Customer. For the avoidance of doubt, Innova will not be liable for any default arising out of or in connection with any delay in payment of the Deposit.
9.4. Notwithstanding clause 9.2, Innova reserves the right to increase the charges for the Services in the following circumstances:
9.4.1. the Customer has not done or has omitted to do the things described in the Quotation Particulars including but not limited to complying with Innova’s health and safety requirements and complying with its obligations under the CDM Regulations 2015;
9.4.2. the Customer has not allowed sufficient access to the Work Area to enable Innova to deliver any Goods and/or complete the Services within the time period set out in the Quotation Particulars;
9.4.3. the Services cannot be performed based on the assumptions described in the Quotation Particulars;
9.4.4. there are price increases in respect of the cost to Innova of procuring materials in excess of the original costs for such materials envisaged in the Quotation;
9.4.5. matters arise that reasonably require Innova to increase their fees and/or costs and expenses in respect of the provision of the Services and /or Goods.
9.5. Services undertaken in addition to those detailed in the Quotation will be charged at the labour rate and basis set out in the Quotation Particulars. Additional materials incidental to the performance of the Services in addition to those detailed in the Quotation will be charged at the rate and basis set out in the Quotation Particulars. Additional plant and equipment required for performance of the Services will be charged at the rate and basis set out in the Quotation Particulars.
9.6. Innova may, by giving notice to the Customer at any time up to 5 (five) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
9.6.1. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
9.6.2. any delay caused by any instructions of the Customer or failure of the Customer to give Innova adequate or accurate information or instructions.
9.7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Innova to the Customer, the Customer shall, on receipt of a valid VAT invoice from Innova, pay to Innova such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.8. In respect of Goods, Innova shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Innova shall invoice the Customer on completion of the Services.
9.9. The Customer shall pay each invoice submitted by Innova:
9.9.1. within the number of days set out in the Quotation Particulars of the due date (“Final Date”);
9.9.2. in full and in cleared funds to a bank account nominated in writing by Innova; and
9.9.3. time for payment shall be of the essence of the Contract.
For the purpose of this clause 9.9, the “due date” is the date of each invoice.
9.10. If the Customer fails to make a payment due to Innova under the Contract by the Final Date, then, without limiting Innova’s remedies under clause 12:
9.10.1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 9.10.1 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%; and
9.10.2. Innova may suspend performance of any or all of the Services and/or delivery of any or all of any remaining Goods until such outstanding payments (including any interest payable pursuant to clause 9.10.1) due to Innova are made.
9.11. Innova may take out credit insurance to protect Innova against unpaid invoices and provide debt collection services. Innova may be required to report any overdue invoices that remain outstanding and unpaid. Innova reserve the right to obtain payment of any such outstanding and unpaid invoices via a third party debt collection service at Innova’s discretion.
9.12. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Intellectual Property Rights
10.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Innova.
10.2. Innova grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy any documents produced for the Customer as part of the Services (excluding materials provided by the Customer) for the purpose of receiving and using the Services.
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10.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause
10.2.
10.4. The Customer grants Innova a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Innova for the term of the Contract for the purpose of providing the Services to the Customer.
11. Limitation of Liability
11.1. The limits and exclusions in this clause 11 reflect the insurance cover Innova has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
11.2. The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
11.3.1. death or personal injury caused by negligence;
11.3.2. fraud or fraudulent misrepresentation;
11.3.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.3.4. defective products under the Consumer Protection Act 1987.
11.4. Subject to clauses 11.3 and 11.7, Innova’s total liability to the Customer shall not exceed the price of the Goods and charges for the Services.
11.5. Subject to clause 11.3, the following types of loss are wholly excluded:
11.5.1. loss of profits;
11.5.2. loss of sales or business;
11.5.3. loss of agreements or contracts;
11.5.4. loss of anticipated savings;
11.5.5. loss or use or corruption of software, date or information;
11.5.6. loss of or damage to goodwill; and
11.5.7. indirect or consequential loss.
11.6. Innova shall not be liable in respect of any damage to the Property and/or its contents howsoever arising (including but not limited to blemishes and/or stains to furniture, the décor or interior finish of the Property) that is incidental to the performance of the Services at the Property (for the avoidance of doubt, this shall include the transportation of Goods and labour in and around the Property). However, Innova will use reasonable skill and care to avoid any incidental damage to the Property that does not arise as a direct result of the performance of the Services at the Property.
11.7. Save in respect of any rights of the Customer under statute or at common law that cannot legally be limited under the Contract, the liability of Innova howsoever arising, under or in connection with the Contract, shall cease on the expiry of the Warranty Period and any provision of the Limitation Act 1980 to the contrary shall not apply to the Contract. For the avoidance of doubt this limitation shall not apply to proceedings commenced prior to expiry of the Warranty Period.
11.8. This clause 11 shall survive termination of the Contract.
12. Termination
12.1. Without limiting its other rights or remedies, Innova may terminate this Contract with immediate effect by giving written notice to the Customer if:
12.1.1. 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 7 (seven) days of that party being notified in writing to do so;
12.1.2. 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;
12.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2. Without limiting its other rights or remedies, Innova may suspend the supply of Services or provision of the Goods under the Contract or any other contract between the Customer and Innova if the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4, or Innova reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3. Without limiting its other rights or remedies, Innova 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 on the due date for payment.
13. Consequences of Termination
13.1. On termination of the Contract for any reason the Customer shall immediately pay to Innova all of Innova’s outstanding unpaid invoices and interest and, in respect of Services performed or Goods supplied but for which no invoice has been submitted, Innova shall submit an invoice, which shall be payable by the Customer immediately on receipt.
13.2. Termination of the Contract, however arising, 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 which existed at or before the date of termination.
13.3. Any provision of the Contract that expressly or by implication is intended to come into force or continue in force on or after termination of the Contract shall remain in full force and effect.
14. Confidentiality
14.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
14.2. Each party may disclose the other party’s confidential information:
14.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and
14.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3. Neither party shall use the 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.
14.4. This clause 14 shall survive termination of the Contract.
15. Force Majeure
15.1. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 (three) months, the party not affected may terminate the Contract by giving 7 (seven) days’ written notice to the affected party.
16. Assignment and Other Dealings
16.1. Innova may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
16.2. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Innova.
17. Entire Agreement
17.1. The Contract constitutes the entire agreement between the parties.
17.2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for
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innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
18. Variation
18.1. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19. Waiver
19.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
20. Severance
20.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 20 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. Notices
21.1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
21.2. Any notice shall be deemed to have been received:
21.2.1. if delivered by hand, at the time the notice is left at the proper address;
21.2.2. 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;
21.2.3. if sent by email, at the time of transmission provided such transmission is between 9.00 am and 5.00 pm on a Business Day. If sent outside of these hours on a particular day, the transmission will be deemed to have been made at 9.00am on the following Business Day.
21.3. This clause 21 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22. Data Protection
22.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 22 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
22.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Innova is the Processor.
22.3. Without prejudice to the generality of clause 22.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Innova and/or lawful collection of the Personal Data by Innova on behalf of the Customer for the duration and purposes of the Contract.
22.4. Without prejudice to the generality of clause 22.1, Innova shall, in relation to any Personal Data processed in connection with the performance by Innova of its obligations under the Contract:
22.4.1. process that Personal Data only on the documented written instructions of the Customer unless Innova is required by Domestic Law to otherwise process that Personal Data. Where Innova is relying on Domestic Law as the basis for processing Personal Data, Innova shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Innova from so notifying the Customer;
22.4.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be
protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
22.4.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
22.4.4. not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: (a) the Customer or Innova has provided appropriate safeguards in relation to the transfer; (b) the Data Subject has enforceable rights and effective legal remedies; (c) Innova complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (d) Innova complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
22.4.5. assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
22.4.6. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
22.4.7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
22.4.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 22.
23. Third Party Rights
23.1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
23.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
24. Governing Law
24.1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales (“Domestic Law”).
25. Jurisdiction
25.1. Each party irrevocably agrees that the courts of England 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.