EVIE LIFE Terms and Conditions.
Updated 2026
Terms and Conditions:
1 Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
“Acceptance Period” has the meaning given in clause 5.2.
“Additional Units” has the meaning given in clause 5.1.
“Aggregate RP” means either;
(i) the aggregate of Net RP received by Evielife for the 3 month period prior to the period of Failed Usage; or
(ii) in the event that the period of Failed Usage is within the first 3 months following the Commencement Date, the highest monthly Net RP received by Evielife x 3.
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Charges” the charges payable by the Owner for the Services in accordance with clause 6.
“Charging Unit” the charging unit to be installed by Evielife at the Owner’s premises in accordance with these Conditions.
“Commencement Date” has the meaning given in clause 2.1.
“Conditions” these terms and conditions as amended from time to time in accordance with clause 16.
“Contract” the contract between Evielife and the Owner for the Services in accordance with these Conditions.
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“Cost Price” cost of the Used kWh incurred by the Owner.
“Costs” all costs and expenses relating to the maintenance, data management and any other expenses or costs in respect of the Charging Unit or Services (as determined by Evielife); and such other amounts as agreed in writing by Evielife from time to time but excluding the Installation Costs.
“Daily Rate” means Aggregate RP divided by N.
“Disputed Amount” has the meaning set out in clause 7.1.
“Electricity Costs” the costs incurred by the Owner for the electricity used solely in relation to the Charging Unit each month (as determined by Evielife) but shall not include the Failed Electricity Costs.
“Electricity Term” the term of the agreement between the Owner and the Owner’s electricity provider from time to time.
“End User” a person who uses the Charging Unit.
“Evielife” EVIELIFE LTD registered in England and Wales with company number 13272465.
“Evielife Materials” has the meaning set out in clause 4.1.12.
“Excess Charges” has the meaning set out in clause 6.3.
“Expert” has the meaning set out in clause 7.3.
“Failed Electricity Costs” the costs incurred by the Owner for the electricity used solely in relation to the Charging Unit in respect of the Failed Usage (as determined by Evielife).
“Failed Payment” Receipted Payments received (or which should have been received) by Evielife in relation to any Failed Usage.
“Failed Usage” has the meaning set out in clause 4.4.
“Heads of Terms” the description or specification of the Services provided in writing by Evielife to the Owner in the written heads of terms.
“Installation” the installation of the Charging Unit carried out by Evielife to the Owner as set out in the Heads of Terms.
“Installation Costs” all costs relating to the Installation (as determined by Evielife).
“N” means the aggregate number of days for the 3 month period prior to the period of Failed Usage.
“Net RP” means (the Receipted Payments less Electricity Costs).
“Ongoing Charges” the Charges less the Installation Costs.
“Order” the Owner’s order for Services as set out in the Owner’s purchase order form, the Owner’s written acceptance of a quotation by Evielife, or overleaf, as the case may be.
“Owner” the person or firm who engaged Evielife in respect of the Services.
“Owner Default” has the meaning set out in clause 4.2.
“Proposed Terms” has the meaning given in clause 5.1.
“Receipted Payments” the amounts received by Evielife in respect of the End Users using the Charging Units each month.
“Reimbursement Amount” means: (the Receipted Payments less the Ongoing Charges); plus the Electricity Costs.
“Services” means the Installation and such other services agreed to be provided, in writing, by Evielife to the Owner, including any ongoing maintenance of the Charging Unit.
“Unit Charge” means the amount per kWh charged by Evielife to the End User for use of the Charging Unit from time to time.
“Used kWh” means the amount of kWh delivered to an End User during a period of Failed Usage.
“VAT” has the meaning set out in clause 6.6.
1.2 Interpretation:
1.2.1 Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
a,is a reference to it as it is in force as at the date of this Contract; and
b, shall include all subordinate legislation made as at the date of this Contract under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes fax and email.
2 Basis of contract
2.1 The Contract shall commence on the earlier of: the date the agreement is signed and dated by both parties; or
the date the Installation begins, (“Commencement Date”).
2.2 Any samples, drawings, descriptive matter or advertising issued by Evielife, and any descriptions or illustrations provided to the Owner by Evielife, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.3These Conditions apply to the Contract to the exclusion of any other terms that the Owner seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3 The Services
3.1 Evielife shall carry out the Services to the Owner in accordance with the Heads of Terms in all material respects.
3.2 Evielife shall use all reasonable endeavours to meet any performance dates specified in the Heads of Terms, but any such dates shall be estimates only and time shall not be of the essence for the Services.
3.3 Evielife warrants to the Owner that the Services will be carried out using reasonable care and skill.
3.4 Evielife shall, as soon as reasonably practicable following the end of each calendar month, provide the Owner with information relating to:
3.4.1 the End Users;
3.4.2 Electricity Costs; and
3.4.3 use of the Charging Units,
in respect of the preceding calendar month.
4 Owner’s obligations
4.1 The Owner shall:
4.1.1 ensure that the terms of the Order and any information it provides in the Heads of Terms, or for the preparation of the Heads of Terms, are complete and accurate;
4.1.2 co-operate with Evielife in all matters relating to the Services including, but not limited to, appropriate access;
4.1.3 provide Evielife, its employees, agents, consultants and subcontractors, with access to the Owner’s premises, office accommodation and other facilities and services (including but not limited to electrics) as reasonably required by Evielife;
4.1.4 provide Evielife with such information and materials as Evielife may reasonably require in order to carry out the Services, and ensure that such information is complete and accurate in all respects;
4.1.5 immediately on the Commencement Date, provide Evielife with all records, data and information relating to:
a, electricity costs, including but not limited to the price per kWh charged to the Owner by the Owner’s electricity provider;
b, the Owner’s agreement with its electricity provider, including but not limited to, details of the Electricity Term; and
c, any other such information as Evielife may require.
4.1.6 ensure that such information provided in accordance with clause 4.1.5 is complete and accurate in all respects;
4.1.7 in the event that any of the information provided in accordance with clause 4.1.5 changes while this Contract remains in force, the Owner shall immediately advise Evielife of such change(s) and provide Evielife with such updated records, data and information but in any event shall inform Evielife within 5 Business Days of such change(s);
4.1.8 prepare the Owner’s premises for the Services, as agreed in the quotation, and ensure that it is sound and free from all obstructions;
4.1.9 immediately inform Evielife, in writing, of any necessary maintenance required in respect of the Charging Unit;
4.1.10 obtain and maintain all necessary licences, permissions and consents which may be required for the Installation before the date on which the Installation is to start;
4.1.11 facilitate, obtain and maintain a reliable and stable electric supply and broadband connection to the Charging Unit (at such minimum capacity as required by Evielife) during the term of this agreement;
4.1.12 save as expressly agreed in the Heads of Terms, keep all materials, equipment, documents and other property of Evielife, including but not limited to the Charging Unit, (“Evielife Materials”) at the Owner’s premises in safe custody at its own risk. Unless otherwise agreed in the Heads of Terms, maintain the Evielife Materials in good condition until returned to Evielife, and not dispose of or use the Evielife Materials other than in accordance with Evielife’s written instructions or authorisation;
4.1.13 actively promote the positive use of the Charging Unit through the Owner’s existing forms of marketing;
4.1.14 ensure that the Charging Units are free from obstructions at all times (other than when in use by an End User) to allow for continual access to the Charging Units for use by potential End Users; and
4.1.15 comply with any additional obligations as set out in the Heads of Terms or as required by Evielife from time to time.
4.2 For the avoidance of doubt, the Evielife Materials (including the Charging Unit) shall remain the property of Evielife and the title to such Evielife Materials shall not pass to the Owner.
4.3 If Evielife’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Owner or failure by the Owner to perform any relevant obligation (“Owner Default”):
4.3.1 without limiting or affecting any other right or remedy available to it, Evielife shall have the right to suspend performance of the Services until the Owner remedies the Owner Default, and to rely on the Owner Default to relieve it from the performance of any of its obligations in each case to the extent the Owner Default prevents or delays Evielife’s performance of any of its obligations;
4.3.2 Evielife shall not be liable for any costs or losses sustained or incurred by the Owner arising directly or indirectly from Evielife’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.3.3 the Owner shall reimburse Evielife on written demand for any costs or losses sustained or incurred by Evielife arising directly or indirectly from the Owner Default.
4.4 The parties agree that, in the event:
4.4.1 an End User is using a Charging Unit when the internet connection and / or electricity supply fails; and / or
4.4.2 a Charging Unit’s internet connection and / or electricity supply is not at such capacity as required in accordance with clause 4.1.11; and / or
4.4.2 a Charging Unit fails to send reliable or accurate data to Evielife,
(“Failed Usage”), clause 4.5 shall apply:
4.5 The Owner shall pay to Evielife liquidated damages, calculated as follows:
a, in the event the Failed Usage was for a period of 24 hours or less, an amount equal to:
50% of ((Used kWh x Unit Charge) less Cost Price),
b, in the event the Failed Usage was for a period longer than 24 hours:
50% of (Daily Rate x the period of Failed Usage).
For example purposes only, if the Daily Rate is £100 and the period of Failed Usage is 36 hours, then the liquidated damages would be 50% of £150, being £75.
4.6 the Owner shall not be entitled to receive any Failed Electricity Costs from Evielife.
The Owner shall pay these liquidated damages on demand or Evielife may deduct them from any payments due from Evielife to the Owner.
4.7 The parties confirm and agree that these liquidated damages are a genuine pre-estimate of loss and are reasonable and proportionate to protect Evielife’s legitimate interests.
4.8 Subject to clause 4.9, in the event the Owner fails to inform Evielife of any changes in accordance with clause 4.1.7, or is delayed in informing Evielife of any change, the Electricity Costs shall be calculated by Evielife based on the prices it has, in respect of the price per kWh charged to the Owner ("Actual Price"), prior to such change (“Pre-Change Price”). The Pre-Change Price will be used to calculate the Electricity Costs up to and including the date the Owner informs Evielife of such change whether or not the Pre-Change Price reflects the actual price per kWh charged to the Owner.
4.9 In the event the Pre-Change Price is greater than the Actual Price, Evielife may invoice the Owner for any overpayments (being the amount paid as Electricity Costs for the relevant period less the Actual Price for the relevant period).
4.10 The Owner acknowledges and agrees that Evielife may share any of the Owner’s records, data and / or information provided to Evielife in accordance with this agreement to its trusted third parties in order to assist with reviewing electricity rates offered to the Owner from time to time. Such information shall include but shall not be limited to:
4.10.1 latest electricity bill provided by the Owner;
4.10.2 meter point administration number (MPAN) (of electricity meter if not contained on the bill referred to in clause 4.10.1);
4.10.3 meter address; and
4.10.4 registered company name.
5 Exclusivity
5.1 During the term of this agreement, or within a period of 6 months immediately following the termination / expiry of this agreement, in the event the Owner wishes to have any charging units fitted other than the Charging Unit (“Additional Units”), the Owner must first give notice to Evielife that they wish to arrange for Additional Units to be fitted and state the terms, in writing, on which the Owner would be willing to enter into a contract on in respect of the Additional Units (“Proposed Terms”).
5.2 Evielife will then have 10 Business Days (“Acceptance Period”) after the date of the notice to state whether it is willing to contract on the Proposed Terms.
5.3 If within the Acceptance Period, Evielife expresses its willingness to enter into a further contract with the Owner in respect of the Additional Units, both parties shall use reasonable endeavours to agree and sign new Heads of Terms in respect of the Additional Units.
5.4 If within the Acceptance Period Evielife has not expressed willingness to enter into a further contract with the Owner in respect of the Additional Units the Owner may contract with a third party to provide and service the Additional Units on the Proposed Terms.
5.5 The Owner agrees that it shall not offer or agree with a third party more favourable terms in respect of the Additional Units than the Proposed Terms.
6 Charges and payment
6.1 The Charges shall be calculated as follows:
6.1.1 50% of (Receipted Payments less Electricity Costs); plus
6.1.2 an amount equal to 50% of all costs relating to the Installation (as determined by Evielife) (“Installation Costs”); plus
6.1.3 an amount equal to 50% of the Costs.
6.2 Evielife shall invoice the Owner in respect of the Installation Costs, immediately upon completion of the Installation.
6.3 In consideration of the payment of the Ongoing Charges, Evielife may offset the Ongoing Charges from the Receipted Payments received in each relevant month. In the event the Ongoing Charges exceed the relevant Receipted Payments (“Excess Charges”), Evielife shall invoice the Owner in respect of the Excess Charges as soon as practicable once it has been confirmed by Evielife that there are Excess Charges.
6.4 Once Evielife has confirmed the relevant information required to calculate the Charges for the preceding month in accordance with clause 3.4, the Owner shall produce an invoice in respect of such Reimbursement Amount. Evielife shall pay such invoice submitted by the Owner:
6.4.1 within 10 Business Days following receipt of the invoice by Evielife; and
6.4.2 to such bank account nominated in writing by the Owner.
6.5 The Owner shall pay each invoice submitted by Evielife:
6.5.1 within 5 days of the date of the invoice; and
6.5.2 in full and in cleared funds to a bank account nominated in writing by Evielife, and
time for payment of Evielife invoices shall be of the essence of the Contract.
6.6 All amounts payable by the Owner under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Evielife to the Owner, the Owner shall, on receipt of a valid VAT invoice from Evielife, pay to Evielife such additional amounts in respect of VAT as are chargeable on the Services at the same time as payment is due for the Services.
6.7 If the Owner fails to make a payment due to Evielife under the Contract by the due date, then, without limiting Evielife’s remedies under clause 9, the Owner shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.8 All amounts due by the Owner under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.9 Evielife may set-off, deduct or withhold any amounts due to it by the Owner under the Contract from amounts due to the Owner by Evielife under the Contract.
7 Dispute of Ongoing Charges
7.1 In the event the calculation of any amounts payable by either party under this agreement, as the case may be, is in dispute (“Disputed Amount”), both parties agree to meet in person, and at such location as confirmed by Evielife, within 10 Business Days following the date of the Disputed Amount and shall use all reasonable endeavours to reach an agreement in respect of such Disputed Amount.
7.2 The Owner shall bring all records, documents, data and information which would be required in order to calculate the Disputed Amount to such meeting and the Owner warrants and represents that such records, data and information brought at such meeting is true, accurate and complete.
7.3 If an agreement regarding the Disputed Amount cannot be reached within 20 Business Days of the date of the Disputed Amount, any matter still in dispute may upon the direction of any party be referred to Evielife’s accountant (the “Expert”).
7.4 The Expert shall act as an expert and not as an arbitrator in connection with the giving of any decision and the decision of the Expert shall be final and binding on the parties, except in the case of fraud or manifest error.
7.5 In making such decision, the Expert shall have regard to any representations made by the Owner, Evielife and the details provided in accordance with clause 7.2.
7.6 The costs of the Expert shall be borne as may be determined by him or, failing such determination, shall be borne equally between the parties.
8 Limitation of liability: THE OWNER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Evielife has obtained insurance cover in respect of sums which Evielife becomes legally liable to pay as damages in accordance with these terms, in respect of accidental injury to any third party or accidental loss of, or damage to, third party property in connection with electrical work, Installation and maintenance of the Charging Unit(s). The limits and exclusions in this clause reflect the insurance cover Evielife has been able to arrange and the Owner is responsible for making its own arrangements for the insurance of any excess loss.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in this clause 8 shall limit the Owner’s payment obligations under the Contract.
8.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
8.4.1 death or personal injury caused by negligence;
8.4.2 fraud or fraudulent misrepresentation; and
8.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.5 Subject to clause 8.4 (Liabilities which cannot legally be limited), Evielife’s total liability to the Owner shall not exceed the aggregate amount of Charges actually received by Evielife in respect of the Services in the 12 months immediately preceding the date of such claim.
8.6 Subject to clause 8.3 (No limitation of customer’s payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded:
8.6.1 loss of profits;
8.6.2 loss of sales or business;
8.6.3 loss of agreements or contracts;
8.6.4 loss of anticipated savings;
8.6.5 loss of use or corruption of software, data or information;
8.6.6 loss of or damage to goodwill; and
8.6.7 indirect or consequential loss.
8.7 Evielife has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.8 Unless the Owner notifies Evielife that it intends to make a claim in respect of an event within the notice period, Evielife shall have no liability for that event. The notice period for an event shall start on the day on which the Owner became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.9 This clause 8 shall survive termination of the Contract.
9 Termination
9.1 Subject always to clause 9.2, and without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months’ written notice.
9.2 Unless otherwise agreed in the Heads of Terms, no notice maybe served by the Owner in accordance with clause 9.1 prior to the eighteenth anniversary of the Commencement Date.
9.3 Without affecting any other right or remedy available to it, Evielife may terminate the Contract with immediate effect by giving written notice to the Owner if:
9.3.1 the Owner commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
9.3.2 the Owner takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.3.3 the Owner suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
9.3.4 the Owner’s financial position deteriorates to such an extent that in Evielife’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
9.3.5 the Owner fails to facilitate, obtain and / or maintain a reliable and stable electric supply to the Charging Unit (at such minimum capacity as required by Evielife) resulting in insufficient power supplying the Charging Unit for a period of 48 hours or more (as determined by Evielife);
9.3.6 the Owner fails to facilities, obtain and / or maintain a reliable and stable internet connection to the Charging Unit (at such minimum capacity as required by Evielife) resulting in Evielife not being able to access accurate and / or consistent data from the Charging Units for period of 48 hours or more;
9.3.7 if the Owner and / or occupier changes the business carried out at a premises where a Charging Unit is located;
9.3.8 Evielife considers it appropriate to do so;
9.3.9 the Owner fails to pay any amount due under the Contract on the due date for payment; or
9.3.10 there is a change of Control of the Owner.
9.4 Without affecting any other right or remedy available to it, Evielife may suspend the supply of the Services under the Contract or any other contract between the Owner and Evielife if:
9.4.1 the Owner fails to pay any amount due under the Contract on the due date for payment;
9.4.2 the Owner becomes subject to any of the events listed in clause 9.3.3 or clause 9.3.4, or Evielife reasonably believes that the Owner is about to become subject to any of them; and
9.4.3 Evielife reasonably believes that the Owner is about to become subject to any of the events listed in clause 9.3.2.
10 Consequences of termination
10.1 On termination or expiry of the Contract:
10.1.1 the Owner shall immediately pay to Evielife all of Evielife’s outstanding unpaid invoices and interest and, in respect of the Services carried out but for which no invoice has been submitted, Evielife shall submit an invoice, which shall be payable by the Owner immediately on receipt;
10.1.2 unless otherwise agreed by Evielife, the Owner shall allow Evielife to enter the Owner’s premises in order to take possession of the Evielife Materials (including but not limited to the Charging Unit). Until they have been collected, the Owner shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
10.1.3 unless otherwise agreed in writing by Evielife, the Owner shall be responsible for the costs incurred in respect of collecting the Evielife Materials in accordance with clause 10.1.2. Evielife shall invoice the Owner accordingly for such costs which shall be payable by the Owner immediately on receipt;
10.1.4 Evielife may deduct any outstanding invoices due and payable by the Owner from any payments due from Evielife to the Owner (if any).
10.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11 Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to a pandemic and / or an epidemic.
12 Assignment and other dealings
12.1 Evielife may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
12.2 The Owner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Evielife.
13 No partnership
13.1 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14 Confidentiality
14.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
14.2 Each party may disclose the other party’s confidential information:
14.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
15 Entire agreement
15.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.3 Nothing in this clause shall limit or exclude any liability for fraud.
16 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17 Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 18 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19 Notices
19.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), or by email to such email address as confirmed in writing between the parties to be suitable for the services of notices;
19.2 Any notice shall be deemed to have been received:
19.2.1 if delivered by hand, at the time the notice is left at the proper address;
19.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
19.2.3 if sent by email at the time of transmission, together with a delivery receipt.
19.3 This clause 19 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
19.4 Third party rights
19.4.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.4.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
20 Governing law and jurisdiction
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.