/Terms and Conditions

  1. Interpretation
    • 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.
      • “Commencement Date” has the meaning set out in clause 2.2.
      • “Completion Date” means the date in which Innova notifies the Customer in writing that the Goods and/or Services to be supplied in accordance with the Specification have been delivered and/or completed.
      • “Conditions” means these terms and conditions as amended from time to time in accordance with clause 15.7.
      • “Contract” means the contract between Innova and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
      • “Customer” means the person or firm who purchases the Goods and/or Services from Innova.
      • “Deliverables” means the deliverables set out in the Order.
      • “Delivery Location” has the meaning set out in clause 3.2.
      • “Force Majeure Event” has the meaning given to it in clause 14.1.
      • “Goods” means the goods (or any part of them) set out in the Order and/or Specification.
      • “Innova” means the supplier of the goods and services, CoreCare Global Limited trading as Innova registered in England and Wales with company number 08931470.
      • “Innova’s Materials” has the meaning set out in clause 7.1.9.
      • “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know how), 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.
      • “Normal Business Hours” means 9:00am to 5:00pm local UK time, each Business Day.
      • “Order” means the Customer’s order for the supply of Goods and/or Services.
      • “Retention Payment” means the final payment to be paid by the Customer to Innova stipulated in the Specification, which is to be retained for a period of 14 days by the Customer from the Completion Date in accordance with clause 8.9.
      • “Services” means the services, including the Deliverables, supplied by Innova to the Customer as set out in the Specification below.
      • “Specification” means the description or specification for the Goods and/or Services provided in writing by Innova to the Customer in written acknowledgement of the Order, changed from time to time at the sole discretion of Innova. Including the quantity, description, specification and the price for the Goods and/or Services provided and including any designs, sketches, plans and illustrations.
    • Construction. In these Conditions, the following rules apply :
      • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      • a reference to a party includes its personal representatives, successors or permitted assigns;
      • a reference to a statute or statutory provision is a reference to such statute or statutory 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; and
      • a reference to writing or written does not include e-mails.
  1. Basis of Contract
    • The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
    • The Order shall only be deemed to be accepted when Innova issues written acceptance of the Order by providing a Specification at which point and on which date the Contract shall come into existence (“Commencement Date”).
    • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Innova which is not set out in the Contract.
    • Any samples, drawings, descriptive matter or advertising issued by Innova and any descriptions of the Goods or illustrations or descriptions of the Services contained in Innova’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • Any quotation given by Innova shall not constitute an offer, and is only valid for a period of 90 Business Days from its date of issue, unless withdrawn earlier in writing by Innova.
    • The Customer may within 7 days of the Commencement Date amend or cancel any Order by written notice to Innova. If the Customer amends or cancels an Order, its liability to Innova shall be limited to payment to Innova of all costs reasonably incurred by Innova in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, except that the Customer shall have no liability to Innova where the amendment or cancellation results from Innova’s failure to comply with its obligations under this agreement.
    • Innova reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
    • All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified by Innova in the Specification.
  2. Delivery of Goods
    • Innova shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and special storage instructions (if any).
    • Innova shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (“Delivery Location”).
    • Any dates quoted for delivery of the Goods 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 relevant to the supply of the Goods.
    • The Customer must provide at the Delivery Location, all appropriate equipment and manual labour for unloading the Goods at its own expense.
    • 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.
    • If the Customer fails to accept or take delivery of the Goods within 3 Business Days of Innova notifying the Customer that the Goods are ready, then:
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the 3rd Business Day following the day on which Innova notified the Customer that the Goods were ready;
      • Innova shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance); and
      • Innova may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods including any applicable storage and selling costs.
    • Innova may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  3. Quality of Goods
    • Innova warrants that on delivery the Goods shall:
      • conform with their description in the Specification in all material respects save as where materials may change subject to the availability of materials;
      • be free from material defects in design, material and workmanship;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by Innova.
    • Innova shall use all reasonable endeavours to ensure that all measurements, colours, anodising, material fabrics, and glazing will be to the nearest commercially available at the time of the Contract to that specified in the Specification.
    • Innova shall, at its option, repair or replace any defective Goods, or offer a refund to the Customer in full (if payment has been received) or a credit note up to the price of the defective Goods as specified in the Specification (if payment has not yet been received), subject to clause 4.4, provided that:
      • the Customer gives notice in writing within 5 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 set out in clause 4.1;
      • Innova is given a reasonable opportunity of examining such Goods; and
      • 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 not be liable for the Goods’ failure to comply with the warranty in clause 4.1 if:
      • the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.3;
      • the defect arises because the Customer failed to follow Innova’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
      • the defect arises as a result of Innova following any drawing, design or Specification supplied by the Customer;
      • the Customer alters or repairs such Goods without the written consent of Innova;
      • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
      • the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards, or to take advantage of any technical developments, improvements or modifications.
    • Except as provided in this clause 4, Innova shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.
    • The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Innova under clause 4.3.
  4. Title and Risk
    • The risk in the Goods shall pass to the Customer on completion of delivery.
    • 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/or Services.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Innova’s property;
      • where the Goods have been fitted to the Customer’s property, the Goods must remain readily identifiable as Innova’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 on Innova’s behalf from the date of delivery;
      • notify Innova immediately if it becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.11; and
      • give Innova such information relating to the Goods as Innova may require from time to time.
    • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.11, then, without limiting any other right or remedy Innova may have:
      • the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      • Innova may at any time:
        • require the Customer to deliver up all Goods in its possession which have not been resold; 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.
  1. Supply of Services
    • Innova shall provide the Services to the Customer in accordance with the Specification in all material respects.
    • Innova shall use all reasonable endeavours to meet any performance dates for the Services specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    • Innova shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Innova shall notify the Customer in any such event.
    • Innova shall use all reasonable endeavours to provide the Services to the Customer using reasonable care and skill.
  2. Customer’s Obligations
    • The Customer shall:
      • ensure that the description or specification of the Goods and/or Services contained in the Specification are complete and accurate;
      • ensure that any designs, sketches, plans and illustrations supplied by the Customer which form part of the Specification shall conform to any relevant standards, government legislation/regulations, planning permissions and building controls;
      • co-operate with Innova in all matters relating to the Services;
      • provide Innova, its employees, agents, consultants and subcontractors, with unrestricted access to the Customer’s premises, office accommodation and other facilities as reasonably required by Innova to provide the Goods and/or Services;
      • ensure the Customer’s premises are safe and they have complied with all relevant health and safety regulations to ensure Innova, its employees, agents, consultants and subcontractors work in a safe and hazard free environment;
      • prepare the Customer’s premises for the supply of the Services;
      • ensure the premises where the Services are to be carried out is soundly constructed and are capable of being altered as specified in the Specification;
      • obtain all necessary licences, permissions and consents which may be required for the Services at the Customer’s expense before the date on which the Services are to start and shall maintain such licences, permissions and consents for the duration of the Services and shall indemnify Innova against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Innova in connection with any claim made against Innova for not having the appropriate licences, permissions and consents.
      • keep and maintain all materials, equipment, documents and other property of Innova (“Innova’s Materials”) at the Customer’s premises in safe custody at its own risk, maintain Innova’s Materials in good condition until retrieved by Innova, and not dispose of or use Innova’s Materials other than in accordance with Innova’s written instructions or authorisation and the Customer acknowledges that all Innova’s Materials are the exclusive property of Innova; and
      • comply with all obligations set out in the Specification
    • If Innova’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
      • Innova shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays Innova’s performance of any of its obligations;
      • 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 7.2;
      • 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; and
      • Innova reserve the right to charge the Customer any additional costs incurred as a result of a Customer Default.
  1. Charges and Payment
    • The price for Goods and Services shall be the price set out in the Specification.
    • The price of the Goods and Services is exclusive of the following unless expressly agreed in writing by Innova:
      • all costs and charges of packaging, insurance, transport of the Goods;
      • all costs and charges in relation to obtaining or dealing with any Government or Local Authority consent for carrying out the Services, including but not limited to, planning permissions, building control consent, listed building consent, conservation area approval and fire certification;
      • all costs associated with any alteration or addition to the premises in which the Services are being carried out which is not provided for in the Specification;
      • any work carried out by Innova, its employees, agents, consultants and subcontractors after Normal Business Hours;
      • any associated third party fees;
      • any costs associated with the supply or alteration of lighting, electricity, data and communications, fire and burglar alarm systems including sprinklers, air conditioning or plumbing; and
      • any extra goods or services provided by Innova, or variations to the Order which are mutually agreed in writing between the parties.
    • Innova reserve the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Innova that is due to:
      • any factor beyond the control of Innova (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • 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 in respect of the Goods or failure of the Customer to give Innova adequate or accurate information or instructions in respect of the Goods.
    • Payment for the Goods and/or Services shall be made by the Customer in staged payments as set out in the Specification. The first payment shall be invoiced by Innova on the Commencement Date.
    • The Customer shall pay each invoice submitted by Innova:
      • within 30 days of the date of the invoice; and
      • in full and in cleared funds to a bank account nominated in writing by Innova, and
      • time for payment shall be of the essence of the Contract.
    • 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.
    • If the Customer fails to make any payment due to Innova under the Contract by the due date for payment, then Innova may charge interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Innova may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Innova to the Customer.
    • The Customer has the right to retain the Retention Payment of the Goods and/or Services for 14 days from the Completion Date. If any faults or defects in the Goods or Services become apparent the Customer must notify Innova of these faults or defects in writing within this 14 day period. Innova will have a further 30 days from the date of notification to rectify such fault or defect. As soon as the fault or default has been rectified the Retention Payment will become payable immediately.
    • All payments are to be made in the currency specified in the Specification.
  2. Intellectual Property Rights
    • All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by Innova.
    • The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on Innova obtaining a written licence from the relevant licensor on such terms as will entitle Innova to license such rights to the Customer.
  3. Confidentiality

A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 10 shall survive termination of the Contract.

  1. Limitation of Liability
    • Nothing in these Conditions shall limit or exclude Innova’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      • any matter in respect of which it would be unlawful for us to exclude or restrict liability;
    • Subject to clause 11.1:
      • Innova shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      • Innova’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price for the Goods and/or Services as specified in the Specification.
    • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • Clause 2 shall survive termination of the Contract.
  2. Termination
    • Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material or persistent breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 5 Business Days after receipt of notice in writing to do so;
      • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
      • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      • an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
      • the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.2 to clause 12.1.8 (inclusive);
      • the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
      • the other party’s financial position deteriorates to such an extent that in Innova’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  1. Consequences of Termination
    • 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 this Contract on the due date for payment.
    • Without limiting its other rights or remedies, Innova may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Innova if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.11, or Innova reasonably believes that the Customer is about to become subject to any of them.
    • 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 Goods and/or Services supplied but for which no invoice has yet been submitted, Innova shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • the Customer shall return all of Innova’s Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Innova may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      • the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      • clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  1. Force Majeure
    • For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of Innova including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Innova or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
    • Innova shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    • If the Force Majeure Event prevents Innova from providing any of the Services and/or Goods for more than 6 months, Innova shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  2. General
    • Assignment and other dealings.
      • Innova may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
      • The Customer shall not, without the prior written consent of Innova for which Innova has sole discretion, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    1. Notices.
      • Any notice or other communication given to a party under or in connection with this 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 shall be delivered personally or sent by prepaid post or other delivery service, or by commercial courier.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address provided in accordance with clause 15.2.1; if sent by pre-paid post or other 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.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  1. Severance.
    • 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.
    • If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  2. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
  3. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
  4. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
  5. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Innova.
  6. Governing law. This agreement 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 law of England and Wales.
  7. Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).