Smart Dental Solutions - Terms of Service

1. INTERPRETATION

The following definitions and rules of interpretation apply in these conditions.

1.1 Definitions:

Authorised Users : the person(s) identified in the Order as authorised to use the Services.
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 you (i.e. the Customer) for the supply of the Services in accordance with clause5 (Charges and payment).
Commencement Date : has the meaning given in clause2.2.
Conditions :these terms and conditions as amended from time to time in accordance with clause11.5.
Contract: the contract between Smart Dental Solutions and you, the Customer, for the supply of 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.
Customeror youor your:the dental business who purchases Services from Smart Dental Solutions.
Customer Default: has the meaning set out in clause4.2.
Data Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures:as defined in the Data Protection Legislation.
Data Protection Legislation:the UK Data Protection Legislation and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Deliverables:thesoftware as a service product known as “Insight Dental” which has been designed to manage stock and improve productivity produced by Smart Dental Solutions for you, the Customer.
Intellectual Property Rights:patents,utility models, rights to inventions, copyright andneighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order:your order for Services as set out in the purchase order form.
Services:the services, including the Deliverables, supplied by Smart Dental Solutions to the Customer as set out in the Specification.
Software:the online software applications provided by Smart Dental Solutions as part of the Services.
Specification: the description or specification of the Services provided in writing by Smart Dental Solutions to the Customer.
Smart Dental Solutions:Smart Dental Solutions Software Ltdregistered in England and Wales with company number 11248568.
Smart Dental SolutionsMaterials:has the meaning set out in clause4.1.7.
Trial Period:the period of time at the start of the Contract where the Charges shall not apply details of which are set out in the Order.
UK Data Protection Legislation:all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus:any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Interpretation:

1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory 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 includesemails.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by you, the Customer, to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Smart Dental Solutions issues an electronic written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Smart Dental Solutions, and any descriptions or illustrations contained in the Smart Dental Solutions catalogues or brochures, 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.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by Smart Dental Solutions, including any free trial period, shall not constitute an offer, and is only valid for a period of five Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 Smart Dental Solutions shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 Smart Dental Solutions shall use all reasonable endeavours to meet any performance dates specified in purchase order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Smart Dental Solutions reserves the right to amend the specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Smart Dental Solutions shall notify the Customer in any such event.
3.4 Smart Dental Solutions warrants to the Customer that the Services will be provided using reasonable care and skill.

4. YOUR OBLIGATIONS

4.1 You must be a business that operates a physical dental practice. For the avoidance of doubt, this is a material term of the Contract.
4.2 You, the Customer, shall: 4.2.1 ensure that the terms of the Order and any information you provide in the Specification are complete and accurate;
4.2.2 co-operate with Smart Dental Solutions in all matters relating to the Services;
4.2.3 provide Smart Dental Solutions, its employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by Smart Dental Solutions in relation to the Services;
4.2.4 provide Smart Dental Solutions with such information and materials as Smart Dental Solutions may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.2.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.2.6 comply with all applicable laws, including health and safety laws; and
4.2.7 keep all materials, equipment, documents and other property of Smart Dental Solutions (Supplier Materials) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to Smart Dental Solutions, and not dispose of or the Supplier Materials other than in accordance with Smart Dental Solutions’ written instructions or authorisation.
4.2.8 ensure that only Authorised Users have access to and use the Services including but not limited to the Supplier Materials;
4.2.9 ensure that each Authorised User keeps a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
4.2.10 provide a list of Authorised Users to Smart Dental Solutions;
4.2.11 permit Smart Dental Solutions, or Smart Dental Solutions’ designated auditor, in order to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Smart Dental Solutions’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
4.2.12 if any of the audits referred to in clause4.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Smart Dental Solutions’ other rights, you shall promptly disable such passwords and the Smart Dental Solutions shall not issue any new passwords to any such individual; and
4.2.13 if any of the audits referred to in clause4.2.5 reveal that you have underpaid Charges to Smart Dental Solutions, then without prejudice to Smart Dental Solutions’ other rights, you shall pay to Smart Dental Solutions an amount equal to such underpayment within 5 Business Days of the date of the relevant audit.
4.3 You, the Customer, shall not:
4.3.1 access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
4.3.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4.3.1.2 facilitates illegal activity;
4.3.1.3 depicts sexually explicit images;
4.3.1.4 promotes unlawful violence;
4.3.1.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
4.3.1.6 is otherwise illegal or causes damage or injury to any person or property;
and Smart Dental Solutions reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause; or
4.3.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Supplier Materials (as applicable) in any form or media or by any means; or
4.3.3 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
4.3.4 access all or any part of the Services (including but not limited to the Software) in order to build a product or service which competes with the Services; or
4.3.5 use the Services to provide services to third parties; or
4.3.6 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
4.3.7 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause4.
4.4 If Smart Dental Solutions’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (Customer Default):
4.4.1 without limiting or affecting any other right or remedy available to it, Smart Dental Solutions shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Smart Dental Solutions’ performance of any of its obligations;
4.4.2 Smart Dental Solutions shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Smart Dental Solutions’ failure or delay to perform any of its obligations as set out in this clause4.2; and
4.4.3 you shall reimburse Smart Dental Solutions on written demand for any costs or losses sustained or incurred bySmart Dental Solutions arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT

5.1 No charges shall apply during the Trial Period.
5.2 The Charges for the Services shall be calculated on a time and materials basis:
5.2.1 the Charges shall be calculated in accordance with Smart Dental Solutions’rates, as set out in the Order ;
5.2.2 if technical support is required in connection with the Services, Smart Dental Solutions’daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on a Business Days;
5.2.3 Smart Dental Solutions shall be entitled to charge an overtime rate of 50% per cent of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause5.1.2; and
5.2.4 Smart Dental Solutions shall be entitled to charge you for any expenses reasonably incurred by the individuals whom Smart Dental Solutions engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Smart Dental Solutions for the performance of the Services, and for the cost of any materials.
5.3 Smart Dental Solutions reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be the latest available figure for the percentage increase in the Retail Prices Index.
5.4 Smart Dental Solutions shall invoice you annually in advance.
5.5 The Customer shall pay each invoice submitted by Smart Dental Solutions:
5.5.1 within five days of the date of the invoice; and
5.5.2 in full and in cleared funds to a bank account nominated in writing by Smart Dental Solutions, and
time for payment shall be of the essence of the Contract.
5.6 All amounts payable by you 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 Smart Dental Solutions to the Customer, the Customer shall, on receipt of a valid VAT invoice from Smart Dental Solutions, pay to Smart Dental Solutions such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If you fail to make a payment due to Smart Dental Solutions under the Contract by the due date, then, without limiting Smart Dental Solutions’ remedies under clause9, the Customer 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 clause5.6will 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%.
5.8 All amounts due 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. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by Smart Dental Solutions. 6.2 Smart Dental Solutions grants you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by you) for the purpose of receiving and using the Services and the Deliverables in its business only. 6.3 You shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2. 6.4 You grant Smart Dental Solutions a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to Smart Dental Solutions for the term of the Contract for the purpose of providing the Services to you.

7. DATA PROTECTION

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause7, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and Smart Dental Solutions is the processor.
7.3 Without prejudice to the generality of clause7.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Smart Dental Solutionsfor the duration and purposes of the Contract.
7.4 Smart Dental Solutionsshall, in relation to any personal data processed in connection with this agreement:
7.4.1 process that personal data only on your documented written instructions, unless otherwise required by Data Protection Legislation;
7.4.2 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
7.4.2.1 the relevant party has provided appropriate safeguards in relation to the transfer;
7.4.2.2 the data subject has enforceable rights and effective legal remedies;
7.4.2.3 Smart Dental Solutionscomplies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
7.4.2.4 Smart Dental Solutionscomplies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
7.4.3 assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.4.4 notify you, without undue delay, on becoming aware of a personal data breach;
7.4.5 at your written direction, delete or return personal data, including any copies, to you on termination of the agreement unless required by Data Protection Legislation to store the personal data; and
7.4.6 maintain complete and accurate records and information to demonstrate its compliance with this clause7.
7.5 Either party may, at any time on not less than 30 days’ notice, revise this clause7by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

8. LIMITATION OF LIABILITY:

8.1 Smart Dental Solutions has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £100,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
8.2 The restrictions on liability in this clause8apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation; or
8.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to clause8.3, Smart Dental Solutions’total liability to you in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
8.5 In clause8.4;
8.5.1 cap. The cap is seventy-five per cent (75.0%) of the total charges in the contract year in which the breaches occurred;
8.5.2 contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it;
8.5.3 total charges. The total charges means all sums paid by you and all sums payable under the Contract in respect of goods and services actually supplied by the Supplier, whether or not invoiced to you.
8.6 This clause8.6sets out specific heads of excluded loss:
8.6.1 Subject to clause8.2, the types of loss listed in clause8.6.2 are wholly excluded by the parties.
8.6.2 The following types of loss are wholly excluded:
8.6.2.1 loss of profits
8.6.2.2 loss of sales or business.
8.6.2.3 loss of agreements or contracts.
8.6.2.4 loss of anticipated savings.
8.6.2.5 loss of use or corruption of software, data or information.
8.6.2.6 loss of or damage to goodwill; and
8.6.2.7 Indirect or consequential loss.
8.7 Smart Dental Solutionshas given commitments as to compliance of the Services with relevant specifications in clause3. 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 you notifySmart Dental Solutionsthat you intend to make a claim in respect of an event within the notice period, Smart Dental Solutionsshall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware ofthe event having occurred and shall expire six (6) 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 clause8shall survive termination of the Contract.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party two months’ written notice.
9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
9.2.2 the other party 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), 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;
9.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, Smart Dental Solutions may terminate the Contract with immediate effect by giving written notice to you if:
9.3.1 you fail to pay any amount due under the Contract on the due date for payment; or
9.3.2 there is a change of Control of the Customer.
9.4 Without affecting any other right or remedy available to it, Smart Dental Solutionsmay suspend the supply of Services under the Contract or any other contract between you and Smart Dental Solutionsif youfail to pay any amount due under the Contract on the due date for payment, youbecome subject to any of the events listed in clause9.2.2 to clause9.2.4 or Smart Dental Solutionsreasonably believes that the Customer is about to become subject to any of them.

10. CONSEQUENCES OF TERMINATION

10.1 On termination of the Contract:
10.1.1 you shall immediately pay all of Smart Dental Solutions’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Smart Dental Solutionsshall submit an invoice, which shall be payable by you immediately on receipt;
10.1.2 you shall return all ofSmart Dental Solutions’ Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Terminationor expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of terminationor expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after terminationor expiry of the Contract shall remain in full force and effect.

11. GENERAL

11.1 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.
11.2 Assignment and other dealings.
11.2.1 Smart Dental Solutionsmay 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.
11.2.2 You 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 Contractwithout the prior written consent of Smart Dental Solutions.
11.3 Confidentiality. 11.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause11.3.2.
11.3.2 Each party may disclose the other party’s confidential information:
11.3.2.1 to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause11.3; and
11.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

11.4.1 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.
11.4.2 Each party acknowledges that in entering into the Contractit 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 theContract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
11.5 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).
11.6 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 default. 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.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.8 Notices. 11.8.1 Any notice or other communication 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 sent by email to theaddress specified in the Purchase Order.
11.8.2 Any notice or other communication shall be deemed to have been received:
11.8.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
11.8.2.2 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 or at the time recorded by the delivery service; or
11.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause11.8.2.3,business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
11.8.3 This clause 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.
11.9 Third party rights.
11.9.1 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.
11.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 Governing law. 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.
11.11 Jurisdiction. 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.