Standard Terms of Business

UP DATED 18TH JANUARY 2010 REV0

1. Expressions used in your Agreement with Us

1.1 The definitions and rules of interpretation below will apply to this Agreement (as defined below).

Agreement: The Order (as defined below) as replaced by the Detailed Specification (as defined below) together with these Terms (as defined below).

Building: any building or structure that we have agreed to install as part of the Work (as defined below).

Detailed Specification: the detailed specification that we will prepare, supplementing and/or confirming and/or changing the terms of the Order, which will replace the Order.

Order: the order that we have sent to you outlining the Work and setting out the preliminary price and payment terms, as supplemented and/or confirmed and/or changed, and to be replaced, by the Detailed Specification.

Specification: the Order, and, after we have sent you the Detailed Specification, the Detailed Specification.

Terms: these terms of business, and any additional terms and conditions specifically agreed in writing by one of our directors.

You: the person, firm or company that purchases goods or services from us (and your or any similar expression shall be construed accordingly).

We, us or our (or any similar expression): Rooms Outdoor Limited of 14 Market Road, London N7 9PW (which expression can where the context requires, include our employees, agents and sub contractors).

Work: the work outlined in the Order, as supplemented and/or confirmed and/or changed by the Detailed Specification.

Work Site: the location where we have agreed to carry out the Work and/or install any Building.

1.2 The paragraph headings below do not affect the interpretation of these Terms.
1.3 Words in the singular in these Terms shall include the plural and vice versa.

2. Application of conditions

2.1 These Terms will:
(a) apply to and be incorporated into the Agreement; and
(b) take precedence over any inconsistent terms or conditions whatsoever, whether stated verbally and/or contained or referred to in any document that you give or send to us, and/or in any other document between you and us, save for any term implied, and which cannot be excluded, by law.
2.2 The Order is an offer by us to carry out the Work, at the price specified in the Order , on these Terms. The Order will remain valid for 10 days from its date. Please check the terms of the Order very carefully to ensure that they properly set out the work that you want us to do for you. By paying us the deposit referred to in the Order (so that we receive the same as fully cleared funds in our bank account) you automatically confirm that you accept the Order and these Terms and a binding contract will be formed between us, for us to carry out the Work in accordance with the Order and these Terms, . Any changes made by you to the Order and/or these Terms will invalidate them, unless we agree to those changes in writing. If you do not pay us the deposit within 10 days of the date of the Order, the offer in it will lapse, unless our Managing Director agrees in writing to extend it. We can withdraw the offer to you at any time before you pay us the deposit.
2.3 Our products are made to order and are therefore not returnable.

3. Order and Detailed Specification

3.1 We will use our best endeavours to prepare and send you the Detailed Specification within one week of receiving your deposit, setting out the matters referred to in the Order in more detail and/or confirming them, and/or making any changes to them that we feel are necessary. If the Detailed Specification changes the terms of the Order in any important way, you will have the right to terminate this Agreement by notifying us within seven days of the date of the Detailed Specification. If you notify us as above, we will return any deposit that you have then paid, to you. If you want to make any changes to the Detailed Specification, you must notify them to us in writing within the above period. We are not obliged to accept any such changes and if we do not accept them, will have the right to terminate the Agreement by notifying you in writing, and return your deposit to you. As our products are made to order, if you do not terminate the Agreement, or notify us of any changes to the Detailed Specification, within the above period, we will assume that you have accepted the Detailed Specification (which will then replace the Order) and you will no longer have the right to change the Detailed Specification or terminate the Agreement, save as referred to in paragraph 5.6 below.

4. Installation and the Work Site

4.1 Whilst we will do our best to keep to such dates, any dates specified in the Specification for when we will start, and when we will complete, the Work (or for when we will start or complete the various stages of the Work), will be approximate only and you will not be entitled to terminate this Agreement if we do not keep to such dates.
4.2 In particular we will not be liable for any delays in starting or carrying out any of the Work, arising from circumstances beyond our reasonable control. These circumstances will include (but not be limited to) what we deem to be unsuitable weather conditions, and in particular rain or snow, strikes, power failures, delays in the delivery or shipment of goods to us by our suppliers and/or delays by our sub contractors in carrying out any parts of the Work. If we stop the Work because we consider the weather to be unsuitable we will use our reasonable endeavours to restart the Work as soon as we consider that the weather conditions have sufficiently improved, but will not be liable for any delay in restarting the Work. In addition, we will not be liable for any delays arising out of your failure to carry out any of your obligations under the Agreement.
4.3 We will carry out the Work at the address specified in the Specification.
4.4 So that we can carry out the Work, you must provide us with, at your cost, access to the Work Site. We will discuss with you, and will specify in the Specification if there is any particular access that we will need to the Work Site. You must ensure that we have access to the Work Site without interruption, and that such access is kept clear, from 7.00am to 6.00pm for every day (being Mondays to Saturday (inclusive) excluding any bank holidays) that we have agreed to carry out the Work (Work Period). If we do not have this access and/or it is not kept clear for the whole of the Work Period (or it is interrupted, disrupted or withdrawn) we will not be able to carry out the Work, but reserve our right to charge you for the Work that we have already carried out. If we cannot gain access for a period exceeding 1 day or are persistently unable to gain access, we will have the right to terminate the Agreement, claim all amounts then owing to us and charge you for Work that we have carried out . If, having stopped the Work because we have been unable to gain access as referred to above, we restart the Work, we will have the right to charge you any increased costs that we have incurred as a result of the intervening delay.
4.5 If we need access to the Work Site through any adjoining property, we will specify this in the Specification. It will be your responsibility to obtain at your cost all necessary permissions, authorities or consents (Authority) to ensure that we have this access and that it is kept clear without interruption for the whole of the Work Period. If we do not have this access and/or it is not kept clear for the whole of the Work Period (or it is interrupted, disrupted or withdrawn) we will not be able to carry out the Work, but reserve our right to charge you for the Work that we have carried out. If we cannot gain access for a period exceeding 1 day or are persistently unable to gain access, we will have the right to terminate the Agreement, claim all amounts then owing to us, and charge you for the Work that we have carried out. If, having stopped the Work because we have been unable to gain access as referred to above, we restart the Work, we will have the right to charge you any increased costs that we have incurred as a result of the intervening delay. You hereby indemnify and will keep us indemnified against all losses, claims, costs, liabilities, fees or expenses (Losses) incurred by us as a result of any third party claiming that we do not have Authority to access the Work Site through any adjoining property. Before starting the Work, we can ask you to show us reasonable evidence that you have obtained this Authority. If you do not show us this evidence, we reserve the right not to start the Work until we have seen this evidence, but may charge you for any Work that we have already carried out.
4.6 You will provide us with, and you will maintain throughout the Work Period, a clear working area at, and for a radius of 10 meters around, the Work Site (Work Area). In particular, before we start Work you will remove any trees, shrubs, existing structures, play and leisure equipment, debris and rubbish from the Work Area. You will permit us to leave materials and tools in the Work Area, overnight, over weekends and at all times that we are not carrying out the Work. Whilst we will use all reasonable efforts to leave the Work Area in a reasonably clean and tidy, and a safe condition, you acknowledge that the Work Area is a building site and that you will not enter the same, and will take steps to prevent any third party (and in particular children) from entering the same, when our employees, sub contractors and/or agents are not present.
4.7 Whilst we will take reasonable care not to damage any part of your property when carrying out the Work and/or when passing to and from the Work Area, you must take all reasonable steps that we request to cover, protect, relocate or otherwise, as the case may be, and we will not be liable for any damage to, any lawns, plants, flowerbeds, decks, patios or other garden features, play and leisure equipment, garden furniture or objects, while we are carrying out the Work. Where we require access to any building on your property to gain access to the Work Area, and/or to carry out the Works, whilst we will take reasonable care not to damage any part of the same, you must take all reasonable steps that we request to cover, protect, relocate or otherwise, as the case may be, and we will not be liable for any damage caused to, walls, carpets, wooden floors, objects, ornaments, plants, fixtures and fittings, or to any other part of that building.
4.8 We will need space outside your property to park our vehicles and to place a skip, without interruption for the whole of the Work Period. If there is insufficient space on your property for our vehicles and skip, we will endeavour to park our vehicles and place our skip on the road immediately outside your property. It is your responsibility, at your cost, to ensure that we have Authority (whether from the local authority, and whether in respect of parking permits, a skip permit, or otherwise) to do this, without interruption for the whole of the Work Period. If we do not have this Authority or there is insufficient space on the same side of the road immediately outside your property, without interruption, for the whole of the Work Period, for us to park and place our skip, we will be unable to carry out the Work. If we do not have this Authority for a period exceeding 1 day we will have the right to terminate this Agreement, claim all amounts then owing to us and charge you for the Work that we have carried out. If, having stopped the Work because we have not had the Authority referred to above, we restart the Work, we will have the right to charge you any increased costs that we have incurred as a result of the intervening delay. You hereby indemnify and will keep us indemnified against all Losses incurred by us (whether in respect of parking fines, towing penalties or otherwise) as a result of any third party claiming that we do not having Authority to park, and place the skip, outside your property. Before starting the Work, we can ask you to show us reasonable evidence that you have obtained the Authority referred to in this clause. If you do not show us this evidence, we reserve the right not to start the Work until we have seen this evidence, but may charge you for any Work that we have already carried out.
4.9 We will carry out the Work and install any Building in the location specified in the Specification. It is your responsibility to ensure that this location falls wholly within the boundaries of your property, and/or that you have all necessary Authority (including, without limitation, planning permission, building consents, or otherwise) for the Work to be carried out and/or for any relevant Building and every part of it to be located there. If you subsequently decide that you want the Work carried out and/or the Building to be installed in another location, we will confirm to you whether this will be possible, and what additional charges will be payable by you in complying with this request. We will not be liable if any third party claims that any Building or any part of it (whether guttering or otherwise), is located on and/or overhangs, their property. You hereby indemnify and will keep us indemnified against all Losses incurred by us as a result of any third party claiming that the Work has been carried out, and/or any Building or any part of it has been installed on an unauthorised site, and/or overhangs their property. Before starting the Work, we can ask you to show us reasonable evidence that you have obtained the Authority referred to in this clause. If you do not show us this evidence, we reserve the right not to start the Work until we have seen this evidence, but may charge you for any Work that we have already carried out. If we are required by any Court or similar order to stop the Work (whether as a result of an injunction, a noise abatement order, or otherwise) we will stop the Work and will not be liable to you for having done so. We will have the right to charge you for Work that we have already carried out. If we are unable to continue the Work for a period exceeding 1 day we have the right to terminate this Agreement, claim for all amounts then owing to us, and to charge you for Work that we have already carried out. If we restart the Work we will have the right to charge you any increased costs that we have incurred as a result of the intervening delay.
4.10 You must check, and we are not responsible for checking, whether the proposed location of the Building is susceptible to flooding and/or on a flood plain.
4.11 Given that the Work Area is a building site, while we are carrying out the Work you will promptly follow, and ensure that any other persons who are in your property from time to time, and/or all reasonable directions that we may give you with respect to the Work Area and entry into it.
4.12 You will use your best efforts to prevent pets and animals from entering the Work Area at any time. We will not be responsible for any injury or death to any pet or animal entering the Work Area.
4.13 Given the importance from a safety point of view of your compliance with your obligations under paragraphs 4.6, 4.10 and 4.11 above, should you fail to comply with such obligations, we reserve the right to immediately terminate the Agreement, stop carrying out the Work, clear the Work Site, claim all amounts then owing to us and to charge you for all Work already carried out by us.

5. Price and Payment

5.1 The price and payment terms for the Work are set out in the Specification. Moneys due under the Agreement must be paid to us strictly on time (without any set off or deduction), otherwise we may immediately terminate the Agreement and claim from you all amounts owed to us. Moneys will only be deemed to have been paid to us, when we have received them as fully cleared funds in our bank account. We will be under no obligation to continue any further work if you fail to pay us money that you owe to us, therefore you are advised to take all necessary steps (by checking with your bank, or otherwise) that the payment method used by you results in us receiving cleared payment by the due payment date.
5.2 Save as referred to in these Terms, any deposit paid by you will be non refundable. Where we have agreed to do so, and confirmed the same in the Specification, we will apply for planning permission and/or building regulation approval, on your behalf, in respect of the Work, on such basis as we have agreed. If planning permission and/or building regulation approval (as the case may be) is refused, this agreement will terminate, and we will return your deposit to you, less our cost incurred plus £450 in respect of our administration fee and any appropriate application fee. We are not liable to account to you for interest on deposits that we hold from you. We give no undertaking as to whether any planning permission or building regulation approval will be given or granted in any particular case.
5.3 Without prejudice to any right or remedy that we may have in law, we will charge interest at a rate of 20% per year , accruing on a daily basis, on any amounts not paid on time, from the time that such amounts fall due until the time that they are finally paid, both before or after judgment. Interest will be capitalised on a monthly basis.
5.4 We reserve the right to increase the price set out in the Specification should unforeseen problems arise which may significantly increase the cost to us of carrying out the Work. Such problems may include (but are not limited to) such things as the need to install: (a) micro piles, screw piles or "Heli Piles", as a result of the quality of the ground or soil at the Work Site or the proximity of trees; and/or (b) drainage or sewage systems, such as manholes, inspection chambers, packaged pumping systems, soakaways, and so on, as a result of site conditions, and/or the condition of the existing drains, and/or the exposure of underground services or obstacles such as water, sewage or gas, pipes electrical or data cables, and so on.
5.5 Without limiting the terms of paragraph 5.4 above, we reserve the right to increase the price set out in the Specification as a result of any conditions or requirements imposed by any planning officer and/or building control officer, and/or by any other officer, official, body, department, authority, regulator or otherwise, having jurisdiction or authority over or in relation to the carrying out or completion of the Works, such as, but entirely without limitation, the cost of: (a) commissioning and/or implementing the results of any tests, reports (planning, environmental or otherwise), surveys, assessments or otherwise; (b) changes to the Works (such as, but without limitation, changes to the shape, design, structure, materials used in, protection afforded to (such as fire proofing), construction of, or otherwise);
5.6 We will do our best to bring any issues of the kind referred to in paragraphs 5.4 and 5.5 above, to your attention as soon as we become aware of them. If we seek to increase the price by 20% or more of the price set out in the Specification you will have the right to terminate the Agreement, although we will be entitled to all amounts then owing to us and we will charge for any other Work that we have already carried out up to that time.
5.7 We will be under no obligation to complete a final handover of any Building to you and/or to give you the keys to any Building until we have received in cleared funds all sums owed to us under the Agreement.

6. Specification and Finish

6.1 Given that many materials supplied by us are made of natural materials, these materials will not be an exact match with those shown in our promotional literature. In particular, any illustrations, representations or descriptions contained in our promotional literature showroom samples, displays, or otherwise (together the Promotional Materials), are provided as a general guide, and are for illustrative purposes only, and the colour, wood grain, shape, dimensions, materials, weights and other particulars of the materials that we supply and/or the Building that we install, and/or its component parts, may vary slightly from time to time from those shown in the Promotional Materials, but will conform to the overall specifications referred to in the Specification. Without prejudice to our overall obligation to carry out the Work, and supply materials in accordance with the specifications referred to in the Specification, we reserve the right from time to time, to substitute the materials shown or referred to in the Promotional Materials, with materials of a similar kind, visual appeal and quality.
6.2 Once finished by us, any building will be handed over to you with a "builders finish". When handed over, protective coatings and/or covers and/or manufacturers stickers/labels and/or sheeting may remain on certain parts of the Building (such as the windows, doors, heaters, sanitary ware and other fixtures and fittings), and will need to be removed by you before use. The Building will be tidied up by us before handover, but will require thorough cleaning by you before use.
6.3 We will not be liable if the levels of the floors on the inside and the outside of the Building does not exactly match and/or if finishes within the Building are not entirely flush.
6.4 Any natural, planted, "Sedum" or green roof, is a live, natural product. We will not be liable or responsible to the extent for any reason that it does not grow or survive.

7. Our Obligations

7.1 We will carry out the Works with reasonable care and skill, and any materials supplied, and/or any Building installed, by us, will be of satisfactory quality. We will carry out the Works in accordance with the specification referred to in the Specification.
7.2 If you notify us of a problem to any component in, or part of, the Building, insofar as we deem practical we will assign to you the benefit of any manufacturer's or supplier's guarantee in respect of materials supplied to you and/or constituting part of any Building installed, or (if we so decide) give you details of the relevant manufacturer so that you can contact them directly.
7.3 We will not be responsible for any defects, loss or damage resulting from negligent or improper use of any Building (such as, without limitation, the slamming of doors and/or windows, climbing on the roof) and/or any materials supplied by us; failure to maintain the same in accordance with the maintenance instructions, or any unauthorised alteration or modification of the same. Entirely without limitation to the above, we will not be responsible for, or liable in respect of, any loss or damage arising from your failure to leave any macerator and/or packaged pumping station installed by us switched on.

8. Your obligations

8.1 In addition to your other obligations in these Terms you will:
(a) (to the extent that we require the same in order to carry out the Work), promptly provide, us, with access to your water mains, drainage, electricity and other connections;
(b) promptly provide us, with such information as we may request from time to time to assist us to carry out the Work;
(c) ensure that the electricity supply to your property is of the capacity set out in the Specification;
(d) check that any telecommunications, television, data, computer or similar cables to be installed by us as part of the Work are compatible with any work to be subsequently carried out by, and meet the requirements of, any prospective supplier of telecommunications, television, data, computer or similar services to your property;
(e) maintain and use any materials and/or Building in accordance with our instructions;
(f) not ask any of our employees, agents or subcontractors to carry out any work for you other than the Work. They are not authorised to carry out any other work and we will not be responsible or liable for any such work carried out by them.
8.2 If our performance of any obligations under the Agreement is prevented or delayed by any act or omission by you, we will not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from the same.

9. Termination

We may terminate this Agreement by immediate notice to you, if:

(a) we have a specific right to do so in these Terms; and/or

(b) you are in material or persistent breach of any of these Terms; and/or

(c) you are declared bankrupt,

in each case without prejudice to our right to claim all amounts payable by you before the date on which we terminate and our right to charge for any other work carried out by us up to that date, which will be immediately payable by you without deduction or set off .

 

10. Limitation of liability

10.1 This paragraph 10 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any:
(a) breach of the Agreement;
(b) use made by you of any materials and/or Building supplied and/or installed, or any part of them, whether before, during or after supply and/or installation, as the case may be; and
(c) representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

10.2 Notwithstanding any other provision of this Agreement, nothing in these Terms limits or excludes any term which is implied into this Agreement by law, and in particular nothing in these Terms excludes our liability for:
(a) death or personal injury resulting from our negligence; or
(b) any damage or liability incurred by you as a result of our fraud or fraudulent misrepresentation.
10.3 Without prejudice to paragraph 10.2 above, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid by you. Without limitation to the above or any other provision of this paragraph 10, we accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for an indirect or consequential loss or damage or any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
10.4 If we have agreed as part of the Work to carry out any electrical installations, we may need to temporarily disconnect your electricity supply. We will use our reasonable endeavours to give you no less than half an hour notice of such disconnection, but having done so, will not be liable for any loss or damage caused as a result of such disconnection, including without limitation, in respect of any spoilt food in your fridge or freezer, any lost computer programs or memory or files on your computer, and/or any other lost or disrupted data on any electrical or computer compliance that you may have. We will not be responsible for resetting timer memories, electronic clocks, or otherwise, on any electrical appliances which require resetting as a result of disconnection of the electricity.
10.5 If we have agreed as part the Work to carry out any plumbing installations, we may need to temporarily disconnect your water supply. We will use our reasonable endeavours to give you no less than half an hour notice of such disconnection, but having done so, will not be liable for any loss or damage caused as a result of such disconnection, including without limitation, to any heating system or boiler, underfloor heating, appliances such as washing machines, dryers, dishwashers, water heaters, water/sewage treatment equipment, irrigation system, or otherwise.
10.6 We will not be liable for any loss or for damage caused to any Building or any part of it, by fire; and/or flood and/or storms, gales or hurricanes; and/or falling trees, branches or other objects; and/or by tree roots growing into the Building; and/or by ground movement, subsidence or slippage; and/or by animals (such as foxes or squirrels), unless caused by our negligence.
10.7 You are responsible for the security of your property and (save where we have been grossly negligent) we will not be responsible therefore, or liable for any theft, break in or damage occurring to in, or at your property, while we are carrying out the Work and/or while we are on your property. In particular, we will not be responsible, in your absence, for looking after your property and/or for checking that doors and windows are shut, alarms are set, and/or that the property is locked up and/or secure, either while we are carrying out the Works, and/or before we leave your property.
10.8 We will not be liable for any loss or damage that you incur as a result of your failure to observe or perform any of your obligations under the Agreement.
10.9 If you claim that any under floor heating is defective, if it transpires that the same is not defective and/or that we are not in breach of this Agreement in respect thereof, you will be liable for the costs of repairing the floor of the Building where we have had to remove and/or damage the same in order to investigate your claim with respect to the under floor heating.
10.10 We will not be liable for any defects, injury, loss or damage caused by independent contractors that we have recommended or referred to you, where the work that they have carried out for you, is not part of the Work.

11. Title and Risk

11.1 Risk in the materials that we supply to you, and/or that form part of the Building, will pass to you when we deliver them to your property. You must insure the materials and the Building and each and every part thereof against all prudent risks (and we recommend that you seek the advice of your insurance broker on this as you think fit) from the time that we start the Work and start to bring materials on to your property. We will not be responsible or liable for any damage to or destruction of the same from (amongst other things) fire, theft, flood, damage, vandalism or malicious damage, or otherwise. If the materials and/or any of them, and/or the Building and/or any part of it is damaged or destroyed as referred to above, this will be your responsibility you will still be obliged to pay us the full price in accordance with the Agreement.
11.2 Notwithstanding paragraph 11.1 above, each and every material and the Building and each and every part of it and them will remain our property until we have received payment in cleared funds of all amounts payable to us under the Agreement or otherwise.
11.3 Until such time as the payment has been made in full, but without prejudice to any other remedy that we may have, we reserve the right on giving you no less than 24 hours' notice to enter your property to remove any materials and/or dismantle and remove the Building and/or any part of it.

12. General

12.1 We will not be liable to you under the Agreement for the non performance of any of our obligations if such non performance is as a result of acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or anybody else's), failure of a utility service or transport network, act of God, bad weather, 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 sub-contractors.
12.2 No variation of the Agreement or these Terms or of any of the documents referred to in them will be valid unless it is in writing and signed by you and one of our directors, and a waiver of any right under the Agreement is only effective if it is in writing (and any waiver given by us must have been signed by one of our directors) and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
12.3 The Agreement is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the Agreement or your rights in it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of the Agreement and our rights and/or obligations in it, as we think appropriate, at any time.
12.4 All notices given by you to us must be sent to us, by:-
(a) post to Rooms Outdoor Limited, 14 Market Road London N7 9PW; or
(b) email to info@roomsoutdoor.co.uk;
or in either case to such alternative postal or email address or fax number as we notify to you in accordance with this paragraph. All notices to, or communications with, us, must be in English.
We may send notices to you to either the email or postal address or fax number that you provide to us, or in either case to such alternative postal address (which must be in the UK), or email address or fax number, as you notify to us, in accordance with this paragraph.
Notice will be deemed received and properly served 3 days after the date of posting of any letter, or 24 hours after an email or fax is sent. In proving service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post or in the case of an email or fax, that such email or fax was sent to the specified email address or fax number of the addressee.
Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
12.5 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force, and if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
12.6 Each of us acknowledges and agrees that the Agreement is the whole and entire agreement between us relating to the work that we have agreed to carry out for you and that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement. Nothing in this paragraph will be deemed to exclude any liability for fraudulent misrepresentation.
12.7 The Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else.
12.8 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter save that we will have the right to bring proceedings against you in the courts of any other country.