Standard Service Terms & Conditions with Project Milestones (Business to Business) 1 

“Project” means, collectively, the work to be carried out by the  Service Provider for the Client as set out in the  

Project/client specification; 

“Project Fee” means the total fee payable for the Project as set out  in the Agreement; 

“Project Milestone” means one of multiple phases into which the Project is  divided as set out in the Project/client specification; 

“Project/client  specification” 

means a document setting out in detail the Services  which the Service Provider is to provide to the Client; 

“Services” means the services to be provided by the Service  Provider to the Client in accordance with the  

Project/client specification and the Agreement; and 

“Term” means the term of the Agreement as defined therein. 

1.2 Unless the context otherwise requires, each reference in these Terms and  Conditions to: 

1.2.1 “writing”, and any cognate expression, includes a reference to any  communication effected by electronic or facsimile transmission or  similar means; 

1.2.2 a statute or a provision of a statute is a reference to that statute or  provision as amended or re-enacted at the relevant time; 

1.2.3 “these Terms and Conditions” is a reference to these Terms and  Conditions as amended or supplemented at the relevant time; 

1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and  Conditions; and 

1.2.5 a "Party" or the "Parties" refer to the parties to the Agreement. 

1.3 The headings used in these Terms and Conditions are for convenience only  and shall have no effect upon the interpretation of these Terms and  Conditions. 

1.4 Words imparting the singular number shall include the plural and vice versa. STANDARD SERVICE TERMS AND CONDITIONS 

BACKGROUND:  

Kirsty Robertson T/A Robertson Business Consultancy (the “Service Provider”) provides  (Accountancy/Project Management/Process Improvement) services to business clients. The  Service Provider has reasonable skill, knowledge and experience in that field. These Terms  and Conditions shall apply to the provision of services by the Service Provider to its clients. 

1. Definitions and Interpretation  

1.1 In these Terms and Conditions, unless the context otherwise requires, the  following expressions have the following meanings: 

“Agreement” means the agreement entered into by the Service  Provider and the Client incorporating these Terms and  

Conditions (or variation thereof agreed upon by both  

Parties) which shall govern provision of the Services; 

“Business Day” means, any day (other than Saturday or Sunday) on  which ordinary banks are open for their full range of  

normal business in <<insert location>>; 

“Client” means the party procuring the Services from the  Service Provider who shall be identified in the  

Agreement; 

“Commencement Date” means the date on which the Agreement shall come  into force, as set out in the Agreement; 

“Confidential Information” means, in relation to either Party, information which is  disclosed to that Party by the other Party pursuant to  

or in connection with the Agreement (whether orally or  

in writing or any other medium, and whether or not the  

information is expressly stated to be confidential or  

marked as such); 

“Data Protection  Legislation” 

means all legislation in force in the UK from time to  time relating to data protection and privacy including,  but not limited to, the Data Protection Act 2018, EU  Regulation 2016/679 General Data Protection  Regulation (“GDPR”) and any other directly applicable  EU regulation relating to data protection and privacy  (for as long as, and to the extent that, EU law has legal  effect in the UK) and any successor legislation relating  to data protection and privacy; 

“Milestone Payment” means a part of the Project Fee paid in accordance  with the Agreement; 

“Preliminary Payment” means a payment by way of deposit defined in the  Agreement;

1.5 References to any gender shall include the other gender. 

1.6 References to persons shall include corporations. 

2. Project/client specification 

2.1 The Parties shall agree upon the Project/client specification either before or  after the Commencement Date, as set out in the Agreement. If the  Project/client specification is agreed prior to the date of the Agreement, it shall  be attached thereto. 

2.2 The Project/client specification shall set out, in full, the Services required by  the Client. 

2.3 Either Party may request or propose amendments to the Project/client  specification. Any proposed amendments must be made in writing. If either  Party wishes to discuss such issues at a meeting that Party shall provide at  least 7 days notice of the meeting to the other Party.

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3. Provision of the Services 

3.1 With effect from the date set out in the Agreement, the Service Provider shall,  throughout the Term of the Agreement, provide the Services to the Client as  set out in the Project/Client Specification. 

3.2 The Service Provider shall provide the Services with reasonable skill and care,  commensurate with prevailing standards in the <<insert sector/industry  relevant to Services>> sector in the United Kingdom. 

3.3 The Service Provider shall act in accordance with all reasonable instructions  given to it by the Client provided such instructions are compatible with the  Project/client specification. 

3.4 The Service Provider shall be responsible for ensuring that it complies with all  statutes, regulations, byelaws, standards, codes of conduct and any other  rules relevant to the provision of the Services. 

3.5 The Service Provider shall keep the Client informed of all activities related to  the Project by means of regular reports, supplied to the Client at regular  intervals to be defined in the Agreement. Such reports shall indicate any  important matters for the attention of the Client. 

3.6 In the event that the Project falls behind schedule in the opinion of either  Party, either Party may request a meeting to further discuss the Project  including the rectifying of delays and putting the project back on schedule in  accordance with the Project/client specification. 

3.7 [The Service Provider may, in relation to certain specified matters related to  the Services, act on the Client’s behalf. Such matters shall not be set out in  the Agreement but shall be agreed between the Parties as they arise from  time to time.] 

3.8 [The Service Provider shall use all reasonable endeavours to accommodate  any reasonable changes in the Services that may be requested by the Client,  subject to the Client’s acceptance of any related reasonable changes to the  Project Fees that may be due as a result of such changes.] 

4. Client’s Obligations 

4.1 The Client shall use all reasonable endeavours to provide all pertinent  information to the Service Provider that is necessary for the Service Provider’s  provision of the Services. 

4.2 The Client may, from time to time, issue reasonable instructions to the Service  Provider in relation to the Service Provider’s provision of the Services. Any  such instructions should be compatible with the Project/client specification. 

4.3 In the event that the Service Provider requires the decision, approval, consent  or any other communication from the Client in order to continue with the  provision of the Services or any part thereof at any time, the Client shall  provide the same in a reasonable and timely manner [, in accordance with the  Project/client specification].  

4.4 If any consents, licences or other permissions are needed from any third  parties such as landlords, planning authorities, local authorities or similar, it  shall be the Client’s responsibility to obtain the same in advance of the  provision of the Services (or the relevant part thereof).

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4.5 If the nature of the Services requires that the Service Provider has access to  the Client’s premises or any other location, access to which is lawfully  controlled by the Client, the Client shall ensure that the Service Provider has  access to the same at the times to be agreed between the Service Provider  and the Client as required. 

4.6 Any delay in the provision of the Services resulting from the Client’s failure or  delay in complying with any of the provisions of Clause 4 of the Agreement  shall not be the responsibility or fault of the Service Provider. 

5. Fees, Payment and Records 

5.1 The Client shall make a [non-refundable] Preliminary Payment amounting to  <<insert percentage>>% of the Project Fee by way of deposit upon the signing  of the Agreement. 

5.2 The Project Fee shall be divided into a series of Milestone Payments, each  falling due on the successful completion and acceptance of the relevant  Project Milestone in accordance with the Project/client specification. 

5.3 The Service Provider shall invoice the Client for all sums due under the  Agreement. 

5.4 All payments required to be made pursuant to the Agreement by either Party  shall be made within 14 Business Days of receipt by that Party of the relevant  invoice. 

5.5 All payments required to be made pursuant to the Agreement by either Party  shall be made in Great British Pounds in cleared funds to such bank in such a  location as the receiving Party may from time to time nominate [, without any  set-off, withholding or deduction except such amount (if any) of tax as that  Party is required to deduct or withhold by law.] 

5.6 Where any payment pursuant to the Agreement is required to be made on a  day that is not a Business Day, it may be made on the next following Business  Day. 

5.7 Without prejudice to sub-Clause 10.4.1 of the Agreement, any sums which  remain unpaid following the expiry of the period set out in sub-Clause 5.4 of  the Agreement shall incur interest on a daily basis at <<insert percentage>>%  above the base rate of <<insert name of bank>> from time to time until  payment is made in full of any such outstanding sums. 

5.8 Each Party shall be required to: 

5.8.1 keep, or procure that there are kept, such records and books of  account as are necessary to enable the amount of any sums payable  pursuant to the Agreement to be accurately calculated; 

5.8.2 at the reasonable request of the other Party, allow that Party or its  agent to inspect those records and books of account and, to the extent  that they relate to the calculation of those sums, to take copies of them;  and 

5.8.3 within <<insert period>> after the end of each <<insert interval>>,  obtain at its own expense and supply to the other Party an auditors’  certificate as to the accuracy of the sums paid by that Party pursuant to  the Agreement during that <<insert interval>>..

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6. Liability, Indemnity and Insurance 

6.1 The Service Provider shall ensure that it has in place at all times suitable and  valid insurance that shall include public liability insurance. 

6.2 In the event that the Service Provider fails to perform the Services with  reasonable care and skill it shall carry out any and all necessary remedial  action at no additional cost to the Client. 

6.3 The Service Provider’s total liability for any loss or damage caused as a result  of its negligence or breach of the Agreement shall be limited to the sum  defined therein. 

6.4 The Service Provider shall not be liable for any loss or damage suffered by the  Client that results from the Client’s failure to follow any instructions given by  the Service Provider. 

6.5 Nothing in the Agreement shall limit or exclude the Service Provider’s liability  for death or personal injury. 

6.6 Subject to sub-Clause 6.3 of the Agreement the Service Provider shall  indemnify the Client against any costs, liability, damages, loss, claims or  proceedings arising out of the Service Provider’s breach of the Agreement. 

6.7 The Client shall indemnify the Service Provider against any costs, liability,  damages, loss, claims or proceedings arising from loss or damage to any  equipment (including that belonging to any third parties appointed by the  Service Provider) caused by the Client or its agents or employees. 

6.8 Neither Party shall be liable to the other or be deemed to be in breach of the  Agreement by reason of any delay in performing, or any failure to perform, any  of that Party’s obligations if the delay or failure is due to any cause beyond  that Party’s reasonable control. 

7. Guarantee 

7.1 The Service Provider shall guarantee that the product of all Services provided  shall be free from any and all defects for a period that shall be defined in the  Agreement. 

7.2 If any defects in the product of the Services appear during the guarantee  period set out in the Agreement the Service Provider shall rectify any and all  such defects at no cost to the Client. 

8. Confidentiality 

8.1 Each Party shall undertake that, except as provided by sub-Clause 8.2 or as  authorised in writing by the other Party, it shall, at all times during the  continuance of the Agreement and [for <<insert period>> years] after its  termination: 

8.1.1 keep confidential all Confidential Information; 

8.1.2 not disclose any Confidential Information to any other party; 

8.1.3 not use any Confidential Information for any purpose other than as  contemplated by and subject to the terms of the Agreement; 

8.1.4 not make any copies of, record in any way or part with possession of  any Confidential Information; and

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8.1.5 ensure that none of its directors, officers, employees, agents, sub contractors or advisers does any act which, if done by that Party, would  be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of the  Agreement. 

8.2 Either Party may: 

8.2.1 disclose any Confidential Information to: 

8.2.1.1 any sub-contractor or supplier of that Party; 

8.2.1.2 any governmental or other authority or regulatory body; or 

8.2.1.3 any employee or officer of that Party or of any of the  aforementioned persons, parties or bodies; 

to such extent only as is necessary for the purposes contemplated by  the Agreement (including, but not limited to, the provision of the  Services), or as required by law. In each case that Party shall first  inform the person, party or body in question that the Confidential  Information is confidential and (except where the disclosure is to any  such body under sub-Clause 8.2.1.2 or any employee or officer of any  such body) obtaining and submitting to the other Party a written  confidentiality undertaking from the party in question. Such undertaking  should be as nearly as practicable in the terms of Clause 8 of the  Agreement, to keep the Confidential Information confidential and to use  it only for the purposes for which the disclosure is made; and 

8.2.2 use any Confidential Information for any purpose, or disclose it to any  other person, to the extent only that it is at the date of the Agreement,  or at any time after that date becomes, public knowledge through no  fault of that Party. In making such use or disclosure, that Party must  not disclose any part of the Confidential Information that is not public  knowledge. 

8.3 The provisions of Clause 8 of the Agreement shall continue in force in  accordance with their terms, notwithstanding the termination of the Agreement  for any reason. 

9. Force Majeure 

9.1 No Party to the Agreement will be liable for any failure or delay in performing  their obligations where such failure or delay results from any cause that is  beyond the reasonable control of that Party. Such causes include, but are not  limited to: power failure, internet service provider failure, industrial action, civil  unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,  governmental action or any other event that is beyond the control of the Party  in question. 

9.2 [In the event that a Party to the Agreement cannot perform their obligations  thereunder as a result of force majeure for a continuous period of <<insert  period>>, the other Party may at its discretion terminate the Agreement by  written notice at the end of that period. In the event of such termination, the  Parties shall agree upon a fair and reasonable payment for all Services  provided up to the date of termination. Such payment shall take into account  any prior contractual commitments entered into in reliance on the performance  of the Agreement.]

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10. Term and Termination 

10.1 The Agreement shall come into force on the agreed commencement date and  shall continue for an agreed Term from that date, subject to the provisions of  Clause 10 of the Agreement. 

10.2 Either Party shall have the right, exercisable by giving not less than 30 days written notice to the other at any time prior to the expiry of the term specified in  sub-Clause 10.1 of the Agreement (or any further period for which the  Agreement has been extended) to extend the Agreement for a further period. 

10.3 Either Party may terminate the Agreement by giving to the other not less than  30 days written notice, to expire on or at any time after the minimum term of  the Agreement (which shall be defined in the Agreement). 

10.4 Either Party may immediately terminate the Agreement by giving written notice  to the other Party if: 

10.4.1 any sum owing to that Party by the other Party under any of the  provisions of the Agreement is not paid within 30 Business Days of the  due date for payment; 

10.4.2 the other Party commits any other breach of any of the provisions of  the Agreement and, if the breach is capable of remedy, fails to remedy  it within 30 Business Days after being given written notice giving full  particulars of the breach and requiring it to be remedied; 

10.4.3 an encumbrancer takes possession, or where the other Party is a  company, a receiver is appointed, of any of the property or assets of  that other Party; 

10.4.4 the other Party makes any voluntary arrangement with its creditors or,  being a company, becomes subject to an administration order (within  the meaning of the Insolvency Act 1986); 

10.4.5 the other Party, being an individual or firm, has a bankruptcy order  made against it or, being a company, goes into liquidation (except for  the purposes of bona fide amalgamation or re-construction and in such  a manner that the company resulting therefrom effectively agrees to be  bound by or assume the obligations imposed on that other Party under  the Agreement); 

10.4.6 anything analogous to any of the foregoing under the law of any  jurisdiction occurs in relation to the other Party; 

10.4.7 that other Party ceases, or threatens to cease, to carry on business; or 

10.4.8 control of that other Party is acquired by any person or connected  persons not having control of that other Party on the date of the  Agreement. For the purposes of Clause 10, “control” and “connected  persons” shall have the meanings ascribed thereto by Sections 1124  and 1122 respectively of the Corporation Tax Act 2010. 

10.5 For the purposes of sub-Clause 10.4.2, a breach shall be considered capable  of remedy if the Party in breach can comply with the provision in question in all  respects. 

10.6 The rights to terminate the Agreement shall not prejudice any other right or  remedy of either Party in respect of the breach concerned (if any) or any other  breach.

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11. Effects of Termination 

Upon the termination of the Agreement for any reason: 

11.1 any sum owing by either Party to the other under any of the provisions of the  Agreement shall become immediately due and payable; 

11.2 all Clauses which, either expressly or by their nature, relate to the period after  the expiry or termination of the Agreement shall remain in full force and effect; 

11.3 termination shall not affect or prejudice any right to damages or other remedy  which the terminating Party may have in respect of the event giving rise to the  termination or any other right to damages or other remedy which any Party  may have in respect of any breach of the Agreement which exist at or before  the date of termination; 

11.4 subject as provided in Clause 11 of the Agreement and except in respect of  any accrued rights neither Party shall be under any further obligation to the  other; and 

11.5 each Party shall (except to the extent referred to in Clause 8 of the  Agreement) immediately cease to use, either directly or indirectly, any  Confidential Information, and shall immediately return to the other Party any  documents in its possession or control which contain or record any  Confidential Information. 

12. [Data Protection 

The Service Provider will only use the Client’s personal information as set out in the  Service Provider’s Data Protection Policy available from the business website 

13. [Data Processing 

13.1 In this Clause 13 and in the Agreement, “personal data”, “data subject”, “data  controller”, “data processor”, and “personal data breach” shall have the  meaning defined in Article 4, EU Regulation 2016/679 General Data  Protection Regulation (“GDPR”). 

13.2 [All personal data to be processed by the Service Provider on behalf of the  Client, subject to these Terms and Conditions and/or the Agreement, shall be  processed in accordance with the terms of a Data Processing Agreement into  which the Parties shall enter before any personal data is processed.] 

OR 

13.2 [Both Parties shall comply with all applicable data protection requirements set  out in the Data Protection Legislation. Neither this Clause 13 nor the Agreement shall relieve either Party of any obligations set out in the Data  Protection Legislation and shall not remove or replace any of those  obligations. 

13.3 For the purposes of the Data Protection Legislation and for this Clause 13 and  the Agreement, the Service Provider is the “Data Processor” and the Client is  the “Data Controller”. 

13.4 The type(s) of personal data, the scope, nature and purpose of the  processing, and the duration of the processing shall be set out in a Schedule  to the Agreement. 

13.5 The Data Controller shall ensure that it has in place all necessary consents 

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and notices required to enable the lawful transfer of personal data to the Data  Processor for the purposes described in [these Terms and Conditions]  AND/OR [the Agreement] [and the Schedule to the Agreement]. 

13.6 The Data Processor shall, with respect to any personal data processed by it in  relation to its performance of any of its obligations under [these Terms and  Conditions] AND/OR [the Agreement]: 

13.6.1 Process the personal data only on the written instructions of the Data  Controller unless the Data Processor is otherwise required to process  such personal data by law. The Data Processor shall promptly notify  the Data Controller of such processing unless prohibited from doing so  by law. 

13.6.2 Ensure that it has in place suitable technical and organisational  measures (as approved by the Data Controller) to protect the personal  data from unauthorised or unlawful processing, accidental loss,  damage or destruction. Such measures shall be proportionate to the  potential harm resulting from such events, taking into account the  current state of the art in technology and the cost of implementing  those measures. Measures to be taken shall be agreed between the  Data Controller and the Data Processor and set out in the Schedule to  the Agreement. 

13.6.3 Ensure that any and all staff with access to the personal data (whether  for processing purposes or otherwise) are contractually obliged to keep  that personal data confidential; and 

13.6.4 Not transfer any personal data outside of the European Economic Area  without the prior written consent of the Data Controller and only if the  following conditions are satisfied: 

13.6.4.1 The Data Controller and/or the Data Processor has/have  provided suitable safeguards for the transfer of personal  

data; 

13.6.4.2 Affected data subjects have enforceable rights and  effective legal remedies; 

13.6.4.3 The Data Processor complies with its obligations under  the Data Protection Legislation, providing an adequate  

level of protection to any and all personal data so  

transferred; and 

13.6.4.4 The Data Processor complies with all reasonable  instructions given in advance by the Data Controller with  

respect to the processing of the personal data. 

13.6.5 Assist the Data Controller at the Data Controller’s cost, in responding  to any and all requests from data subjects in ensuring its compliance  with the Data Protection Legislation with respect to security, breach  notifications, impact assessments, and consultations with supervisory  authorities or regulators (including, but not limited to, the Information  Commissioner’s Office); 

13.6.6 Notify the Data Controller without undue delay of a personal data  breach; 

13.6.7 On the Data Controller’s written instruction, delete (or otherwise  dispose of) or return all personal data and any and all copies thereof to 

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the Data Controller on termination of the Agreement unless it is  required to retain any of the personal data by law; and 

13.6.8 Maintain complete and accurate records of all processing activities and  technical and organisational measures implemented necessary to  demonstrate compliance with [this Clause 13] AND/OR [the Agreement] and to allow for audits by the Data Controller and/or any  party designated by the Data Controller. 

13.7 [The Data Processor shall not sub-contract any of its obligations with respect  to the processing of personal data under [this Clause 13] AND/OR [the Agreement].] 

OR 

13.7 [The Data Processor shall not sub-contract any of its obligations to a sub processor with respect to the processing of personal data under [this Clause  13] AND/OR [the Agreement] without the prior written consent of the Data  Controller (such consent not to be unreasonably withheld). In the event that  the Data Processor appoints a sub-processor, the Data Processor shall: 

13.7.1 Enter into a written agreement with the sub-processor, which shall  impose upon the sub-processor the same obligations as are imposed  upon the Data Processor by this [Clause 13] AND/OR [the Agreement] and which shall permit both the Data Processor and the  Data Controller to enforce those obligations; and 

13.7.2 Ensure that the sub-processor complies fully with its obligations under  that agreement and the Data Protection Legislation.] 

13.8 Either Party may, at any time, and on at least <<insert period, e.g. 30 calendar  days'>> notice, alter the data protection provisions of the Agreement,  replacing them with any applicable data processing clauses or similar terms  that form part of an applicable certification scheme. Such terms shall apply 

when replaced by attachment to the Agreement.] 

14. No Waiver 

No failure or delay by either Party in exercising any of its rights under the Agreement  shall be deemed to be a waiver of that right, and no waiver by either Party of a breach  of any provision of the Agreement shall be deemed to be a waiver of any subsequent  breach of the same or any other provision. 

15. Further Assurance 

Each Party shall execute and do all such further deeds, documents and things as  may be necessary to carry the provisions of the Agreement into full force and effect. 

16. Costs 

Subject to any provisions to the contrary each Party shall pay its own costs of and  incidental to the negotiation, preparation, execution and carrying into effect of the  Agreement.

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17. Set-Off 

Neither Party shall be entitled to set-off any sums in any manner from payments due  or sums received in respect of any claim under the Agreement or any other  agreement at any time. 

18. Assignment and Sub-Contracting 

18.1 [Subject to sub-Clause 18.2] The Agreement shall be personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating  charge) or sub-licence or otherwise delegate any of its rights thereunder, or  sub-contract or otherwise delegate any of its obligations thereunder without  the written consent of the other Party, such consent not to be unreasonably  withheld. 

18.2 [[Subject to the provisions of Clause 13, the] OR [The] Service Provider shall  be entitled to perform any of the obligations undertaken by it through any other  member of its group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the  purposes of the Agreement, be deemed to be an act or omission of the  Service Provider.] 

19. Time 

19.1 [All times and dates referred to in the Agreement shall be of the essence of  the Agreement.] 

OR 

19.2 [The times and dates referred to in the Agreement shall be for guidance only  and shall not be of the essence of the Agreement and may be varied by  mutual agreement between the Parties.] 

20. Relationship of the Parties 

Nothing in the Agreement shall constitute or be deemed to constitute a partnership,  joint venture, agency or other fiduciary relationship between the Parties other than the  contractual relationship expressly provided for in the Agreement. 

21. Non-Solicitation 

21.1 Neither Party shall, for the Term of the Agreement and for a defined period  (which shall be defined in the Agreement) after its termination or expiry,  employ or contract the services of any person who is or was employed or  otherwise engaged by the other Party at any time in relation to the Agreement  [without the express written consent of that Party]. 

21.2 Neither Party shall, for the Term of the Agreement and for a defined period  (which shall be defined in the Agreement) after its termination or expiry, solicit  or entice away from the other Party any customer or client where any such  solicitation or enticement would cause damage to the business of that Party  [without the express written consent of that Party].

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22. Third Party Rights 

22.1 No part of the Agreement is intended to confer rights on any third parties and  accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to  the Agreement. 

22.2 Subject to Clause 22 of the Agreement, the Agreement shall continue and be  binding on the transferee, successors and assigns of either Party as required. 

23. Notices 

23.1 All notices under the Agreement shall be in writing and be deemed duly given  if signed by, or on behalf of, a duly authorised officer of the Party giving the  notice. 

23.2 Notices shall be deemed to have been duly given: 

23.2.1 when delivered, if delivered by courier or other messenger (including  registered mail) during normal business hours of the recipient; or 

23.2.2 when sent, if transmitted by facsimile or e-mail and a successful  transmission report or return receipt is generated; or 

23.2.3 on the fifth business day following mailing, if mailed by national  ordinary mail, postage prepaid; or 

23.2.4 on the tenth business day following mailing, if mailed by airmail,  postage prepaid. 

In each case notices shall be addressed to the most recent address, e-mail  address, or facsimile number notified to the other Party. 

24. Entire Agreement 

24.1 [[Subject to the provisions of Clause 13, the] OR [The] Agreement contains  the entire agreement between the Parties with respect to its subject matter  and may not be modified except by an instrument in writing signed by the duly  authorised representatives of the Parties. 

24.2 Each Party shall acknowledge that, in entering into the Agreement, it does not  rely on any representation, warranty or other provision except as expressly  provided in the Agreement, and all conditions, warranties or other terms  implied by statute or common law are excluded to the fullest extent permitted  by law. 

25. Counterparts 

The Agreement may be entered into in any number of counterparts and by the Parties  to it on separate counterparts each of which when so executed and delivered shall be  an original, but all the counterparts together shall constitute one and the same  instrument. 

26. Severance 

In the event that one or more of the provisions of the Agreement and/or of these  Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that  / those provision(s) shall be deemed severed from the remainder of the Agreement  and/or these Terms and Conditions. The remainder of the Agreement and/or these 

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Terms and Conditions shall be valid and enforceable. 

27. Dispute Resolution 

27.1 The Parties shall attempt to resolve any dispute arising out of or relating to the  Agreement through negotiations between their appointed representatives who  have the authority to settle such disputes. 

27.2 [If negotiations under sub-Clause 27.1 of the Agreement do not resolve the  matter within 30 days of receipt of a written invitation to negotiate, the parties  will attempt to resolve the dispute in good faith through an agreed Alternative  Dispute Resolution (“ADR”) procedure.] 

27.3 [If the ADR procedure under sub-Clause 27.2 of the Agreement does not  resolve the matter within 30 days of the initiation of that procedure, or if either  Party will not participate in the ADR procedure, the dispute may be referred to  arbitration by either Party. 

27.4 The seat of the arbitration under sub-Clause 27.3 of the Agreement shall be  England and Wales. The arbitration shall be governed by the Arbitration Act  1996 and Rules for Arbitration as agreed between the Parties. In the event  that the Parties are unable to agree on the arbitrator(s) or the Rules for  Arbitration, either Party may, upon giving written notice to the other Party,  apply to the President or Deputy President for the time being of the Chartered  Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for  any decision on rules that may be required.] 

27.5 Nothing in Clause 27 of the Agreement shall prohibit either Party or its  affiliates from applying to a court for interim injunctive relief. 

27.6 The decision and outcome of the final method of dispute resolution under  Clause 27 of the Agreement shall [not] be final and binding on both Parties. 

28. Law and Jurisdiction 

28.1 The Agreement and these Terms and Conditions (including any non contractual matters and obligations arising therefrom or associated therewith)  shall be governed by, and construed in accordance with, the laws of England  and Wales. 

28.2 Subject to the provisions of Clause 27 of the Agreement, any dispute,  controversy, proceedings or claim between the Parties relating to the  Agreement or these Terms and Conditions (including any non-contractual  matters and obligations arising therefrom or associated therewith) shall fall  within the jurisdiction of the courts of England and Wales. 

Ac

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