Terms & Conditions

Between Amatis Training Limited (Amatis) and their Client (Client)

Disclaimer: Please read these terms and conditions carefully prior to entering into any contractual undertaking with Amatis, whether by formal written contract or by accessing its services by way of your agreeing to use Amatis’ website through which you are able to access Amatis’ services.  Upon accessing our website, you will be agreeing to the terms and conditions and will have been deemed to have complied and acceded to these.

1          Definitions and interpretation

1.1       In these Conditions the following definitions apply:

Amatis means Amatis Training Limited, a company registered in the United Kingdome having its registered office address at 22 Trinity Road, Bath BA2 5AB and registered at Companies House under company registration number 11599570;

Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; or by which has been appointed by Amatis to specifically undertake work on its behalf with its authority;

Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction.;

Business Day means a day other than a Saturday, Sunday or bank or public holiday.;

Conditions means the Supplier’s terms and conditions set out in this document;

Confidential Information means any commercial, financial or technical information, information relating to the Services of Amatis, to include its know-how 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 whether as Affiliate or other ;

Contract means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Order;

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 management of the company;

Client means the person who purchases the Services from Amatis and whose details are set out in the Order;

Force Majeure means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a)        whether registered or not;

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

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

(d)       whether vested, contingent or future;

(e)        to which the relevant party is or may be entitled, and

(f)        in whichever part of the world existing;

Location means the address for performance of the Services as set out in the Order;

Modern Slavery Policy means the Supplier’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;

Order means the order for the Services from the Supplier placed by the Customer in substantially the same form as set out in the Schedule overleaf;

Price has the meaning set out in clause 3.1;

Services means the Services set out in the Order and to be performed by the Supplier for the Client;

Specification means the description or specification of the Services set out or referred to in the Order; and

Supplier means Amatis Training Ltd, 11599570, registered at Companies House, VAT number 316 2698 92;

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.

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 to include email;

1.2.9    a reference to legislation is a reference to that legislation as in force at the date of the Contract and 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          Application of these Conditions

2.1       These Conditions apply to and form part of the Contract between Amatis and the Client. They supersede any previously issued terms and conditions of purchase or supply.

2.2       No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Amatis otherwise agrees to this in writing.

2.3       No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Amatis.

2.4       Each Order by the Client to Amatis shall be an offer to purchase Services subject to these Conditions.

2.5       An Order may be withdrawn or amended by the Client at any time before acceptance by Amatis. If Amatis is unable to accept an Order, it shall notify the Client as soon as reasonably practicable.

2.6       The Order attached hereto shall constitute an offer by Amatis to the Client to provide services in accordance with those terms set out in that Order. The Client may accept or reject such Order within 5 working days of it having been provided, or may be rejected by Amatis at its sole discretion. For Orders which are paid for immediately and constitute access to Amatis’ online course or Services, such Services shall be deemed to be accepted by the Client and shall become payable upon the Client agreeing to these terms and conditions by way of clicking the agreed to button on the website.

2.7       Amatis may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.7.1    Amatis’s written acceptance of the Order; or

2.7.2    Amatis performing the Services or notifying the Client that they are ready to be performed (as the case may be).

2.8       Rejection by Amatis of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Client.

2.9       Amatis may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.

2.10     Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3          Price

3.1       The price for the Services shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Amatis’s scale of charges as advised by Amatis before the date the Order is made (Price).

3.2       The Prices are exclusive of:

3.2.1    [describe relevant elements of the services which are not included in the standard price] which shall be charged in addition at the Supplier’s standard rates, and

3.2.2    VAT (or equivalent sales tax).

3.3       The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

3.4       The Supplier may increase the Prices at any time by giving the Customer not less than [15] Business Days’ notice in writing provided that the increase does not exceed [insert percentage] of the Prices in effect immediately prior to the increase.

3.5       Notwithstanding clause 3.4, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds 10% and which is due to any factor beyond the control of the Supplier.

4          Payment

 4.1       The Supplier shall invoice the Customer for the Services immediately upon the Client creating an Order which is legally binding. Alternative payment arrangements may be entered into, however, these shall be separately agreed to and evidenced in writing between both Amatis and Client. They shall be appended to this Order at which point they shall become legally binding.

4.2       The Client shall pay all invoices:

4.2.1    in full without deduction or set-off, in cleared funds within 5 working days of the date of each invoice; and

4.2.2    to the bank account nominated by Amatis.

4.3       Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.3.1    Amatis may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of Barclays Bank from time to time in force, and

4.3.2    interest shall accrue daily and apply from the due date for payment until actual payment in full, whether before or after judgment.

5          Credit limit

Amatis may set and vary credit limits from time to time and withhold all further supplies if the Client exceeds such credit limit.

6          Performance

6.1       An Order shall specify whether the Services are to be

6.1.1    performed at the Location on the date(s) specified in the Order; or

6.1.2    performed at an alternative premise set out in the Order (as the case may be). The Client shall make such premises available for Amatis so that Amatis or any Affiliate or any of its Affiliates is able to make the Services available to be performed within the period set out in the Order.

6.2       The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.

6.3       The Supplier may perform the Services in instalments, by agreement in writing with the Client.  Any delay in performance or defect in an instalment shall not prima facie entitle the Client to cancel any other instalment, however, Amatis is expected to perform all contractual undertakings properly, with diligence and to standard.

6.4       Each performance of the Services shall be accompanied by a performance note stating:

6.4.1    the date of the Order;

6.4.2    the relevant Client and supplier details, which shall in relation to Amatis state who shall be performing the work, what the work is and whether or not an Affiliate approved by Amatis shall be performing the work;

6.4.3    the category, type and quantity of Services performed; and

6.4.4    any special instructions.

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

6.6       Amatis shall not be liable for any delay in or failure of performance caused by:

6.6.1    the Customer’s failure to: (i) make the Location available, (ii) prepare the Location in accordance with any instructions issued by Amatis or which both Amatis and Client agree need to be put in place in order that the Order and the Contract be performed.

6.6.2    Force Majeure.

7          Warranty

7.1       Amatis warrants that, for a period of three months from performance (the Warranty Period), the Services shall:

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

7.1.2    be free from material defects;

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

7.1.4    be fit for purpose and any purpose held out by Amatis and set out in the Order; and

7.1.5    in the case of online media on which the Services are supplied, Amatis warrants that such media shall be free from defects in material and workmanship and of satisfactory quality within the meaning of the Sale of Goods Act 1979.

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

7.3       Amatis shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 7.1, provided that:

7.3.1    the Client serves a written notice on Amatis 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

7.3.2    such notice specifies that some or all of the Services do not comply with clause 7.1 and identifies in sufficient detail the nature and extent of the defects; and

7.3.3    the Client gives Amatis a reasonable opportunity to examine the claim of the defective Services.

7.4       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.

7.5       Except as set out in this clause 7:

7.5.1    Amatis gives no warranties and makes no representations in relation to the Services; and

7.5.2    shall have no liability for their failure to comply with the warranty in clause 7.1,

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.

7.6       The Client shall be entitled to exercise its rights under clause 7 notwithstanding that the Services were not rejected following any initial inspection.

8          Anti-bribery

8.1       For the purposes of this clause 8 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

8.2       Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that:

8.2.1    all of that party’s personnel;

8.2.2    all others associated with that party; and

8.2.3    all of that party’s subcontractors;

involved in performing the Contract so comply.

8.3       Without limitation to clause 8.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

8.4       Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 8.

9          Anti-slavery

9.1       The Client undertakes, warrants and represents that:

9.1.1    neither the Client nor any of its officers, employees, agents or subcontractors has:

(a)        committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or

(b)       been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c)        is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

9.1.2    it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy

9.1.3    its responses to the Amatis’s modern slavery and human trafficking due diligence questionnaire are complete and accurate, if such is required or requested by Amatis; and

9.1.4    it shall notify the Amatis immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of Client’s obligations under clause 9.1. Such notice shall set out full details of the circumstances concerning the breach or potential breach of the Client’s obligations.

9.2       Any breach of clause 9.1 by the Client shall be deemed a material breach of the Contract and shall entitle Amatis  to terminate the Contract with immediate effect

10        Indemnity and insurance

10.1     Amatis shall indemnify, and shall keep the Client indemnified from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Client’s obligations under the Contract.

10.2     The Client shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions. On request, the Client shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all its terms from time to time applicable. The Client shall on request assign to the Supplier the benefit of such insurance.

11        Limitation of liability

11.1     The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

11.2     Subject to clauses 11.5 and 11.6, Amatis’ total liability shall not exceed the sum of the Contract.

11.3     Subject to clauses 11.5 and 11.6, Amatis shall not be liable for consequential, indirect or special losses.

11.4     Subject to clauses 11.5 and 11.6, Amatis shall not be liable for any of the following (whether direct or indirect):

11.4.1  loss of profit;

11.4.2  loss of data;

11.4.3  loss of use;

11.4.4  loss of production;

11.4.5  loss of contract;

11.4.6  loss of opportunity;

11.4.7  loss of savings, discount or rebate (whether actual or anticipated);

11.4.8  harm to reputation or loss of goodwill.

11.5     The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by either party under the Contract.

11.6     Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

11.6.1  death or personal injury caused by negligence;

11.6.2  fraud or fraudulent misrepresentation;

11.6.3  any other losses which cannot be excluded or limited by applicable law;

11.6.4  any losses caused by wilful misconduct.

12        Intellectual property

12.1     Amatis shall indemnify the Client from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that Amatis shall have no such liability if the Client:

12.1.1  does not notify the Client in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

12.1.2  makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without Amatis’s prior written consent;

12.1.3  does not let Amatis at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

12.1.4  does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

12.1.5  does not, at Amatis’s request, provide Amatis with all reasonable assistance in relation to the IPR Claim (at the Client’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Client

12.2     If any IPR Claim is made or is reasonably likely to be made, Amatis may at its option:

12.2.1  procure for the Client the right to continue receiving the benefit of the relevant Services; or

12.2.2  modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification.

12.3     Amatis’s obligations under clause 12.1 shall not apply to Services modified or used by the Client other than in accordance with the Contract or Amatis’s instructions. The Client shall indemnify Amatis against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Amatis in connection with any claim arising from such modification or use.

13        Confidentiality and announcements

13.1     The Client shall keep confidential all Confidential Information belonging to Amatis and such Affiliate is may have and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

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

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

13.1.3  any information which is independently developed by the Client without using information supplied by Amatis or by any of its Affiliates; or

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

13.2     This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.

13.3     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.

14        Force Majeure

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

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

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

14.2     If, due to Force Majeure, a party:

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

14.2.2  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; the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent

15        Termination

15.1     Amatis may terminate the Contract at any time by giving notice in writing to the Client if:

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

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

15.1.3  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 Amatis has given notification that the payment is overdue; or

15.1.4  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.

15.2     Amatis may terminate the Contract at any time by giving notice in writing to the Client if the Client:

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

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

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

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

15.2.5  has a resolution passed for its winding up;

15.2.6  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;

15.2.7  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;

15.2.8  has a freezing order made against it;

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

15.2.10 is subject to any events or circumstances analogous to those in clauses 15.2.1 to 15.2.9 in any jurisdiction;

15.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 15.2.1 to 15.2.10 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.

15.3     Amatis 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.

15.4     The right of Amatis to terminate the Contract pursuant to clause 15.2 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.

15.5     If Amatis becomes aware that any event has occurred, or circumstances exist, which may entitle the Client to terminate the Contract under this clause 15, it shall immediately notify the Client in writing.

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

16        Dispute resolution

16.1     Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 16.

16.2     The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

16.3     The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

16.3.1  within 7 days of service of the notice, the parties shall meet to discuss the dispute and attempt to resolve it.

16.4     The specific format for the resolution of the dispute under clause 16.3.1 and, if necessary, clause 16.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

16.5     If the dispute has not been resolved within 14 days of the first meeting of the parties or their nominated assigns, then  under clause 16.3.2 the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

16.6     Either party may issue formal legal proceedings or commence arbitration at any time whether or not the steps referred to in clauses 16.3 and 16.5 have been completed.

17        Notices

17.1     Any notice given by a party under these Conditions shall:

17.1.1  be in writing and in English;

17.1.2  be signed by, or on behalf of, the party giving it (except for notices sent by email); and

17.1.3  be sent to the relevant party at the address set out in the Contract

17.2     Notices may be given, and are deemed received:

17.2.1  by hand: on receipt of a signature at the time of delivery;

17.2.2  by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

17.2.3  by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting;

17.2.4  or: by email provided confirmation is sent by first class post: on receipt of a delivery OR read receipt email from the correct address.

17.3     Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:

17.3.1  on the date specified in the notice as being the date of such change; or

17.3.2  if no date is so specified, the 4th Business Days after the notice is deemed to be received

17.4     All references to time are to the local time at the place of deemed receipt.

17.5     This clause does not apply to notices given in legal proceedings or arbitration.

17.6     A notice given under these Conditions is not validly served if sent by email on its own without adhering to the rules set out for such in this Clause.

18        Cumulative remedies

The rights and remedies provided in the Contract for Amatis only are cumulative and not exclusive of any rights and remedies provided by law.

19        Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Client’s obligations only.

20        Further assurance

The Client shall at the request of Amatis, and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

21        Entire agreement

21.1     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.

21.2     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.

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

22        Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of Amatis.

23        Assignment

23.1     The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Amatis’s prior written consent, such consent not to be unreasonably withheld or delayed.

23.2     Notwithstanding clause 23.1, the Client may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Amatis prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Client acknowledges and agrees that any act or omission of its Affiliate in relation to the Client’s rights or obligations under the Contract shall be deemed to be an act or omission of the Client itself.

24        Set off

24.1     Amatis shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Client under the Contract.

24.2     The Client shall pay all sums that it owes to Amatis under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

25        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.

26        Equitable relief

The Client recognises that any breach or threatened breach of the Contract may cause Amatis irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Amatis, the Client acknowledges and agrees that Amatis is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

27        Severance

27.1     If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

27.2     If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

28        Waiver

28.1     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.

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

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

29        Compliance with law

The Client shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

30        Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.

31        Costs and expenses

The Client shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

32        Third party rights

32.1     Except as expressly provided for in clause 32.2, 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.

32.2     Any Affiliate of Amatis 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.

33        Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, 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.

34        Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).