Informanagement UK Limited Terms of Business
Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to the Products that we sell.
1. Definitions and interpretation
1.1. In these Terms:
“Amends Policy” means the amends policy document created by Informanagement that details what amendments clients are entitled to for free and what amendments are chargeable;
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:30 Monday through to Friday;
“Confidential Information” means any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential”, described as “confidential” or reasonably understood to be
“Contract” means a contract between the parties for the sale and supply of Products entered into in accordance with these Terms;
“Customer” means the customer for the Products as specified in the Proposal Document, Order Confirmation Form and Production Form;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Go Live” means the date the Product goes live and starts;
“Go Live Confirmation Email” means the email sent to the Customer detailing confirmation that the Product has gone live and starts;
“InforMailer” means the Informanagement bulk email product within the Informanagement System;
“Informanagement” means Informanagement UK Limited, a Limited Company incorporated in England and Wales, registration number 06524592 having its registered office at New Bridge Street House, 30-34 New Bridge Street, London, EC4V 6BJ;
“Informanagement System” means all application software and content controlled and managed by Informanagement UK Limited and all group and associated companies;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Materials” means the materials defined in Clause 9.5;
“Order Confirmation Form” means the order confirmation form given to the Customer with their Proposal Document that is to be signed by the Customer to confirm their agreement to use the Informanagement Products;
“Prices” means the Informanagement’s standard list prices for the Products as sent by Informanagement to the Customer / published on Informanagement’s website or other publicity material from time to time and “Price” will be construed accordingly;
“Production Form” means the documentation outlining the products to be provided, delivery timescales and assets supplied by Customer to achieve a Go Live status;
“Products” means the products and services which may be or are purchased by the Customer from Informanagement under these Terms (details of which are set out in the Proposal Document, Order Confirmation Form, Amends Policy, Production Form and Go Live Confirmation Email;
“Proposal Document” means a document formally outlining all the Products available and prices by Informanagement to the Customer; and
“Terms” means these terms and conditions of supply.
1.2. In these Terms, a reference to a statute or statutory provision includes a reference to:
a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
b) any subordinate legislation made under that statute or statutory provision.
1.3. The Clause headings do not affect the interpretation of these Terms.
1.4. In these Terms, “persons” include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.
1.5. The ejusdem generis rule is not intended to be used in the interpretation of these Terms; it follows that a general concept or category utilised in these Terms will not be limited by any specific examples or instances utilised in relation to such a concept or category.
2. These Terms
2.1. These Terms, Proposal Document, Order Confirmation Form, Amends Policy, Production Form and Go Live Confirmation Email contain the only conditions upon which Informanagement will deal with the Customer, and they govern all Contracts to the exclusion of all other terms and conditions.
2.2. Without prejudice to the generality of Clause 2.1, any reference to any of the Customer’s terms and conditions in any document forming part of or evidencing a Contract will not have the effect of incorporating any such terms and conditions into the Contract, nor of forming any other contract between the parties for the purchase of the Products.
2.3. The Customer hereby waives any right it might otherwise have to rely upon the Customer’s terms and conditions referred to in Clause 2.2, any terms and conditions other than those referred to in Clause 2.1 and any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
3.1. Each written quotation for the supply of Products given by Informanagement to the Customer will be deemed to be an offer by Informanagement to supply Products to the Customer subject to these Terms.
3.2. In order for a Contract to come into force:
a) Informanagement must submit its Proposal Document to the Customer; and
b) the Customer must send to Informanagement its written acceptance of that Proposal Document, together with its written acceptance of these Terms and upon the receipt by Informanagement of the written acceptance of the Proposal Document and these terms in accordance with this Clause 3.2 a Contract will come into force, on an agreed date, between the parties for a minimum period of 12 calendar months.
3.3. The Contract, the subject of these Terms, shall commence from the date thereof and shall continue unless terminated earlier in accordance with Clause 15 for a period of 12 calendar months (“Initial Term”). The term of the Contract shall automatically extend for a period of 12 months (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term, unless a party gives written notice to the other party, not less than one calendar month before the end of the Initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be.
3.4. Informanagement may cancel a Contract insofar as it relates to particular Products, by giving to the Customer written notice of cancellation at any time before delivery of those Products if a Force Majeure Event prevents the delivery of the Products under the Contract on the agreed date or during the agreed period.
3.5 Informanagement may increase the Price of Products under a Contract, by giving to the Customer written notice of the increase at any time before delivery of those Products if there is a material increase in the cost to Informanagement of obtaining or delivering the Products. Any increase under this Clause must not exceed the amount of the increase in cost to Informanagement.
4. Use of Informanagement System
4.1 By using the Informanagement System the Customer agrees that all communications containing Informanagement content, whether electronic or printed, will go solely through this system. No news articles or other content generated or provided by Informanagement are allowed to be distributed via any other means.
4.2 The Customer is allowed, during their contracted period, to edit and change any article(s) as they deem fit. All information sent out through the Informanagement System on behalf of the Customer is the sole responsibility of the Customer. This includes but is not limited to email newsletters, printed newsletters, content on the practice website, technical content, social media, InforMailer, tax cards and tax books.
4.3 The information on the website of Informanagement or on the website of the Customer, as far as Informanagement intends, has been published for the use of the Customer for spreading news to its clients. The information has not been aimed for the use by, or for, visitors in another country and/or jurisdiction other than England & Wales. By the changing nature of laws and legislation and the intrinsic risk of electronic communication it is possible that delays may occur or that gaps or errors appear in the supplied information on these websites. [The comments supplied on the information are partly as a professional recommendation in legal, tax or financial terms. An accountant’s newsletter recipient or visitor to their website must observe the recommendation as its own responsibility and if necessary or desirable ask a relevant expert for their assistance and opinion. Although Informanagement takes great care in the composition and the maintenance of any information supplied, Informanagement in no specific situation can guarantee that the applicable information is complete, current, correct and/or accurate. Informanagement accepts therefore absolutely no liability for direct or indirect damage which may arise through usage, reliance on or acts as a result of, the supplied information. On the published information of Informanagement it is possible to click thorough to the websites of references used for sources of information, which under the judgement of Informanagement we feel are relevant and interesting pieces of information for accountants. These websites and sources of information are not checked, made and/or maintained by Informanagement. Informanagement accept thus absolutely no liability for the content held or available through these websites.]
4.4 The technical properties of the Product being used, and the required infrastructure, are part of Informanagement, or third parties, and can be modified at any time by Informanagement and/or a third party without prior notice. Informanagement will not therefore temporarily limit or stop the Product without a compelling reason.
4.5 For maintenance, Informanagement can put (a part of) the Product temporarily out of use. Informanagement will announce a discontinuation of (the whole or part of) the Product on “www.informanagement.co.uk” or by direct email to you, unless it will be a short or restricted discontinuation, where Informanagement does not have to disclose any general or particular reason.
4.6 Use of personal data:
a) The Informanagement System makes use of personal data. Informanagement guarantees that the data of the Customer and its clients
are used solely within the framework of the Informanagement System including:
i. the attribution of the system to the Customer;
ii. improvement or extension of the system to the Customer;
iii. invoicing the Customer.
b) Any recipients have the right to examine their personal data and correct it. To this end the recipient can get in touch with the Customer.
c) The data of clients of the Customer, for the Product being used, are kept by Informanagement in a data file which is made available separately and is exclusively accessible by the Customer and Informanagement. The Customer is responsible for the correctness and completeness of this data. Data must be used in accordance with the Data Protection Act, in that permission must be given to mail contacts. Any blacklisting of the Informanagement servers will result in the Customer data file being removed from the Informanagement system immediately and only reinstated when the records in the file have been verified and approved for mailing.
d) Informanagement will not, without the explicit authorisation of the Customer, make the client data supplied by the Customer available to buy, grant inspection to third parties or other uses than is stipulated within the framework of the Customer agreement.
e) Informanagement will completely remove all client’s data of the Customer from the data file immediately after this agreement has been terminated and all outstanding monies have been paid.
5 Intellectual Property Rights
5.1 Informanagement is the owner or the licensee of all intellectual property rights in its website and the Products, within the Informanagement System and the material published on the website, in the Informanagement System and in print. Informanagement owns all the intellectual property and copyright for both the Informanagement System and all content contained within it, both electronic and printed. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
5.2 Visitors to its website may print off one copy, and may download extracts, of any page(s) from its website for their personal reference and visitors may draw the attention of others to material posted on its site.
5.3 Visitors to the Informanagement website, or anyone receiving publicity material from Informanagement, must not modify the paper or digital copies of any materials that have been printed off or downloaded in any way, and must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
5.4 Informanagement status (and that of any identified contributors) as the authors of material on its site must always be acknowledged and no moral rights are waived.
5.5 The Customer must not use any part of the materials on Informanagement’s site for commercial purposes without obtaining a licence to do so from Informanagement or Informanagement’s licensors.
6. Third Parties
6.1 Informanagement will use some third parties to provide its products. The third parties enable the hosting of the Customer’s website, data and the electronic signature facility within the Informanagement System. Although Informanagement carefully chooses third parties to provide these products, it is not responsible for any shortcomings in those products.
6.2 For the products of these third parties the terms and conditions and service level agreements of the third party will be in effect. On request by the Customer, Informanagement will provide a copy of the latest terms and conditions.
7.1 Unless otherwise agreed in writing:
a) all Products will be delivered by Informanagement;
b) Informanagement will be responsible for arranging loading, carriage, transport, unloading and insurance for the Products;
c) Informanagement will be responsible for paying all costs relating to loading, carriage, transport, unloading and insurance of the Products; and
d) risk in the Products will pass from Informanagement to the Customer when the Products are delivered to the Customer.
7.2 If the parties agree that delivery of the Products under a Contract will be by instalments, each instalment will constitute part of a single Contract, and not separate Contracts.
7.3 Any date or dates for the delivery of the Products agreed by the parties as part of a Contract will not be of the essence of the Contract.
7.4 Informanagement will use reasonable endeavours to comply with reasonable requests by the Customer to postpone the delivery of Products.
8.1 Legal and equitable title to the Products will pass from Informanagement to the Customer upon the later of:
a) delivery of the Products; and
b) receipt by Informanagement of all amounts due (in cleared funds) from the Customer to Informanagement under the relevant Contract.
9 Customer’s obligations
9.1 The Customer will not:
a) represent to any person that it is an agent or sole or exclusive distributor of Informanagement;
b) pledge or purport to pledge Informanagement’s credit;
c) commit or purport to commit Informanagement to any contracts; or
d) otherwise incur any liability or potential liability on behalf of Informanagement.
9.2 The Customer will not take any action or do anything which would or would be likely to damage the reputation or goodwill of Informanagement, or bring Informanagement into disrepute.
9.3 The Customer will not without Informanagement’s prior written consent make or give any promises, representations, warranties or guarantees:
a) on behalf of Informanagement; or
b) in relation to the Products (other than those set out in a Contract in relation to the Products or otherwise mandatory under applicable law).
9.4 The Customer will not without Informanagement’s prior written consent alter, modify, disassemble or reverse engineer any of the Products except as mandated by applicable law.
9.5 The Customer will keep and maintain all materials, equipment, documents and other property of Informanagement (“Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Materials in good condition until returned to the Informanagement, and not dispose of or use the Materials other than in accordance with the Informanagement’s written instructions or authorisation.
9.6 If Informanagement ‘s performance of any of its obligations in respect of 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”):
a) Informanagement shall without limiting its other rights or remedies have the right to suspend performance of its products 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 Informanagement’s performance of any of its obligations;
b) Informanagement shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Informanagement’s failure or delay to perform any of its obligations as set out in this Clause 9.6; and
c) the Customer shall reimburse Informanagement on written demand for any costs or losses sustained or incurred by Informanagement arising directly or indirectly from the Customer Default.
10 Prices and payment
10.1 Informanagement may issue an invoice for the Prices under a Contract to the Customer at any time after the Contract has come into force or the Products have been delivered to the Customer.
10.2 The Customer will pay the Prices to Informanagement within 30 days of the date Informanagement’s invoice issued in accordance with Clause 10.1 and in full and in cleared funds; and time for payment shall be of the essence of the Contract.
10.3 All amounts payable under a Contract are exclusive of all value-added and other taxes and duties which will be payable by the Customer.
10.4 Prices must be paid by direct debit, bank transfer or by cheque (using such payment details as are notified by Informanagement to the Customer from time to time).
10.5 If the Customer does not pay any amount properly due to Informanagement under or in connection with a Contract on the due date for payment, Informanagement shall have the right to:
a) charge the Customer interest on the overdue amount at the rate of [8%] per year above the base rate of Barclays Bank Plc from time to time accruing on a daily basis until the date of actual payment (whether before or after judgment), be compounded quarterly, and be payable on demand; or
b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
10.6 In the event that there is any default or breach of any of the Customer’s obligations under these Terms, including without limitation any failure to make any payments due under any Contract to which these Terms apply then, (without prejudice to any other remedies Informanagement might have) outstanding unpaid invoices rendered by Informanagement in respect of the Products shall become immediately payable by the Customer and invoices in respect of Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice, and Informanagament shall be entitled to take any or all of the following steps at its discretion:
a) refuse to make delivery of any further consignment of any Products agreed to be supplied, including cancelling any outstanding delivery or stopping any Products in transit; and/or
b) cancel or suspend any Contract (either in whole or part) by notice in writing to the Customer.
11.1 Informanagement warrants that:
a) Informanagement has (or will have at the relevant time) the right to sell the Products;
b) the Products are free from any charge or encumbrance, subject to Clause 5;
c) the Customer shall enjoy quiet possession of the Products, subject to the rights referred to in Clause 8;
d) the Products correspond to any description of the Products supplied by Informanagement to the Customer;
e) the Products are of satisfactory quality;
f) the Products are fit for the purpose expressly made known by the Customer to Informanagement before the relevant Contract is made;
11.2 Informanagement shall not be liable for failure to comply with any warranty in clause 11.1 if:
a) the defect arises because the Customer failed to follow the Informanagement’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
b) the Customer alters or repairs such Products without the written consent of Informanagement; or
c) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
11.3 All of the parties’ warranties, liabilities and obligations in respect of the subject matter of each Contract are expressly contained in these Terms or elsewhere in the relevant Contract. Subject to Clause 12.1 and to the maximum extent permitted by applicable law, no other terms concerning the subject matter of a Contract will be implied into that Contract or any related contract.
12. Complaints, credits and replacements
12.1 If the Customer has a complaint or dispute then this has to be raised in writing, by email with tracking receipt or by post using recorded delivery, within 5 Business Days. Informanagement will promptly and in any event within 10 Business Days, respond to all reasonable enquiries and complaints by the Customer relating to the quality, performance and durability of the Products.
12.2 If Products do not comply with any warranty given by Informanagement under a Contract, the Customer may with the prior agreement of Informanagement return those Products for either (at the option of Informanagement):
a) a credit of the price paid to Informanagement for such Products (excluding original delivery and set up charges);
b) replacement Products; or
c) a credit note in respect of the Price of the Products (to be offset against future purchases from Informanagement).
12.3 Products returned under Clause 12.2 must be properly packed and returned to Informanagement UK Limited, Unit 5 Watling Gate, 297-303 Edgware Road, London NW9 6NB within 10 Business Days of receipt of the Products by the Customer. Any Products returned in contravention of this Clause will not be the subject of any credits or replacements and the Customer will continue to be liable for payment of the Price in respect of such Products.
13. Limitations and exclusions of liability
13.1 Nothing in the Contract will:
a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
c) limit or exclude any liability of a party under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
d) limit or exclude any liability of a party in any way that is not permitted under applicable law.
13.2 The limitations and exclusions of liability set out in this Clause and elsewhere in the Contract:
a) are subject to Clause 13.1;
b) govern all liabilities arising under the Contract or in relation to the subject matter of the Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
c) will limit and exclude the liability of the parties under the express indemnities set out the Contract.
13.3 Informanagement shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for:
a) any loss of profits, income, revenue, use, production or anticipated savings.
b) any loss of business, contracts or commercial opportunities
c) any loss of or damage to goodwill or reputation.
d) any loss or corruption of any data, database or software.
e) any special, indirect or consequential loss or damage.
f) any losses arising out of a Force Majeure Event.
13.4 For the avoidance of doubt and without limitation, Informanagement shall not be liable for any direct or indirect loss resulting from the Customer’s reliance of any content published by Informanagement on its website or the Customer’s website which is inaccurate, misleading, out of date or otherwise.
13.5 Informanagement’s aggregate liability under the Contract will not exceed the greater of:
a) £1000; or
b) the total amount paid in any one calendar year payable by the Customer to Informanagement under the Contract.
14. Force Majeure
14.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under a Contract (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
14.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under a Contract, will:
a) forthwith notify the other; and
b) will inform the other of the period for which it is estimated that such failure or delay will continue.
14.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
14.4 Nothing in this Clause shall prejudice Informanagement’s right to terminate a Contract in accordance with Clause 3.4 of this Agreement.
15.1 A Contract may be terminated in the following circumstances:
a) either party may terminate a Contract immediately by giving written notice to the other party if the other party commits a material breach of its obligations under the Contract;
b) without limiting its other rights or remedies, Informanagement may terminate any Contract immediately by giving written notice to the Customer if the Customer fails to pay to Informanagement any amount due under the Contract by the due date for payment.
15.2 Either party may terminate any Contract immediately by giving written notice to the other party if:
a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent Customer reorganisation where the resulting entity will assume all the obligations of the other party under the Contract).
15.3 Without limiting its other rights or remedies, Informanagement may (at its absolute discretion):
a) terminate a 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;
b) terminate a Contract in accordance with Clause 3.4;
c) suspend provision of the Products under the Contract or any other contract between the Customer and Informanagement if the Customer becomes subject to any of the events listed in Clause 15.2, or Informanagement 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 agreement on the due date for payment; or
d) suspend or terminate (upon first providing three calendar months’ notice to the Customer) a Contract if a licence which is required for the Product is suspended, terminated or modified or if technical or business management reasons compel it to do so.
15.4 The Customer must send written notice of termination of the Contract either by email, including a delivery and read receipt on the email, or letter sent using recorded delivery. Informanagement will confirm receipt of the notice and will confirm the termination date of the contract within 14 days.
16. Effects of termination
16.1 Upon termination of a Contract, all the provisions of that Contract will cease to have effect, save that the following provisions of these Terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1 (Definitions and interpretation), 4 (Use of Informanagement Sustem), 5 (Intellectual Property Rights), 9 (Customer’s obligations), 13 (Limitations and exclusions of liability), 16 (Effects of termination), 17 (Confidentiality) and 19 (General).
16.2 Upon termination of the Contract for any reason:
a) the Customer shall immediately pay to Informanagement all of Informanagement ‘s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has yet been submitted, Informanagement shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b) the Customer shall return all of the Materials and any deliverables which have not been fully paid for. If the Customer fails to do so, then Informanagement 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;
16.3 Termination of a Contract will not affect either party’s accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at the date of termination.
16.4 After the termination of all Contracts between the parties, the Customer will within 30 days irrevocably delete from its computer systems all Confidential Information of Informanagement.
16.5 After the termination of all Contracts between the parties, Informanagement will within 30 days following receipt of a written request from the Customer:
a) return to the Customer or dispose of as the Customer may instruct all documents and materials containing Confidential Information of the Customer; and
b) irrevocably delete from its computer systems all Confidential Information of the Customer.
17.1 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted by this Clause.
17.2 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
17.3 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
17.4 These obligations of confidentiality will not apply to Confidential Information that:
a) has been published or is known to the public (other than as a result of a breach of a Contract);
b) is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
c) is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange.
18.1 Any notice given under a Contract must be in writing (whether or not described as “written notice” in these Terms) and must be delivered personally, sent by recorded delivery, or by email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).
Informanagement UK Limited, Unit 5 Watling Gate, 297-303 Edgware Road, London NW9 6NB, firstname.lastname@example.org
The addressee, address, and email address as set out in the Production Form.
18.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
a) where the notice is delivered personally, at the time of delivery;
b) where the notice is sent by recorded delivery, 48 hours after posting; and
c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
19.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.2 If any provision or part-provision of a Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision or part-provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
19.3 Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions to the Contract shall only be binding when agrees in writing, signed by or on behalf of each of the parties.
19.4 Informanagement may at any time freely, assign transfer, charge, subcontract or deal in any other manner with all or any of its rights and obligations under a Contract without the Customer’s consent to any third party or any successor to all or a substantial part of the business of Informanagement from time to time.
19.5 Each Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a Contract are not subject to the consent of any third party.
19.6 Subject to Clause 13.1:
a) these Terms, Proposal Document, Order Confirmation Form, Production Form and Go Live Confirmation Email will constitute the entire agreement between the parties in relation to the subject matter of the Contract, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into a Contract; and
c) neither party will have any liability other than pursuant to the express terms of a Contract.
19.7 Contracts will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a Contract.