AMANYA DESIGN TERMS AND CONDITIONS FOR GOODS AND SERVICES TO BUSINESS CUSTOMERS VIA AMANYADESIGN.COM WEBSITE
Application and entire agreement
1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) or to the provision of services detailed in our quotation (Services) by the buyer (you or Customer) from Amanya Design a company registered in England and Wales under number 11038175 whose registered office is at 1Office 1, Brunswick House, Brunswick Way, Liverpool, L3 4BN (we or us or Supplier).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods or from the date of any performance of the services (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. For any goods purchased through the Faire platform, the Trade Customer will be bound by the Terms and Conditions through the Faire platform, in addition to the Terms and Conditions within this document.
6. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
7. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
8. Words imparting the singular number include the plural and vice-versa.
9. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
10. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
11. All of these Terms and Conditions apply to the supply of any Goods as well as Services unless we specify otherwise.
Your obligations for us to provide Services
12. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
13. If you do not comply with clause 12, we can terminate the Services.
14. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit for Services
15. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
16. If previously agreed upon, in addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
17. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
18. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
19. You must pay a deposit ("Deposit") as detailed in the quotation at the time of accepting the quotation.
20. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
21. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment for Services
22. We can withdraw, cancel or amend a quotation for services if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
23. Either we or you can cancel an order for services for any reason prior to your acceptance (or rejection) of the quotation.
24. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
25. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment for Services
26. We will invoice you for payment of the Fees either:
a) when we have completed the Services; or
b) on the invoice dates set out in the quotation.
27. You must pay the Fees due on the date of our invoice or otherwise in accordance with any credit terms agreed between us.
28. Time for payment shall be of the essence of the Contract.
29. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
30. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
31. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
32. Receipts for payment will be issued by us only at your request.
33. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment of Services
34. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
35. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination of Services
36. We can terminate the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) fail to make pay any amount due under the Contract on the due date for payment; or
c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
37. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
38. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price of Goods
39. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
40. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
41. Any increase in the Price under the clause above will only take place after we have told you about it.
42. You may be entitled to discounts. Any and all discounts will be at our discretion.
43. The Price is exclusive of fees for packaging and transportation / delivery.
44. The Price is inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration of Goods
45. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
46. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 2 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
47. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation, unless the order has commenced in production, as costs will be incurred. For errors placed after ordering Trade Customers must email email@example.com and follow up with a telephone call to Amanya Design at +44 7769 923957 if the email is not acknowledged. Standard trading hours are 9.00am – 5.00pm (UK London Time) Monday to Friday (except Public Holidays in England.) Answermachine messages left are no guarantee of messages received, as these cannot always be actioned immediately. For products purchased via the website, apart from Watercolour Notecards, orders can only be changed or cancelled before production commences, not during or after. It is best to call Amanya Design to discuss your order status. Please also refer to point 48.
48. You can withdraw the Order for design services only by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability. Orders cannot be cancelled for goods unless the order has not been placed and production has not started.
49. From time to time we may reject an order for the following reasons
a) The item is not in stock
b) We cannot obtain authorisation for your payment
c) There has been a relevant pricing or product description error
d) If your order otherwise breaches any of the requirements of these terms
e) We suspect that the order has been placed fraudulently
f) It appears that the order mistakenly duplicates another order
g) If your order is rejected, we will contact you to confirm this and reverse the payment you have made for that order.
h) There are limited circumstances in which you may cancel an order after it has been made. See points 57 & 48 on this.
50. We use reasonable endeavours to make sure that every product on the Website is shown accurately and that prices are correct.
a) However, there may be small variations in colour, typefaces and layout.
b) Details and/or specifications on the Web Site, in brochures, and price lists produced by the Supplier are intended as a guide only and give a general approximation of the Products.
c) The Trade Customer confirms and agrees that it has not relied upon the details and information contained in the Supplier’s Web Site or in price lists unless it has sought and obtained written confirmation from the Supplier of their accuracy on the Web Site or in the price lists.
d) The Supplier reserves the right to make changes to the specification of the Products as required from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have a material adverse affect on the quality and/or performance of the Products.
51. Please note: We may bar or prevent an individual Account, User, email address or other identifier from making purchases or otherwise interacting with us where we reasonably suspect an association with fraud or other infringements of the law.
52. Any quotation for design services only – i.e. curtains, blind or design services is valid for a maximum period of 14 days from its date, unless we expressly withdraw it at an earlier time. This does not apply to products that are made to order.
53. No variation of the Contract, whether about description of the Goods, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Trade Customer and the Supplier in writing, and only if production for print on demand products has not started.
54. We intend that these Terms and Conditions apply only to a Contract entered into by you as a Trade Consumer. If this is not the case, you must tell us, so that we can provide you with a different contract with terms which are more appropriate for you and which might, in some respects, be better for you, e.g. by giving you rights as an individual.
Payment of Goods
55. We will invoice you for the Price either:
a) on or at any time after delivery of the Goods;
b) or where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
56. No Orders will be dispatched until payment of the Price and any other charges is made in full to the Supplier, unless otherwise according to any credit terms agreed between us.
57. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
58. You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.
59. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 4% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
60. Time for payment will be of the essence of the Contract between us and you.
61. All payments must be made in British Pounds unless otherwise agreed in writing between us.
62. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Delivery of Goods
63. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
64. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises or our supplier's address, depending on the products ordered.
65. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
66. If the Supplier is to deliver the Goods [to an address in the United Kingdom], Supplier’s charges for transport, packaging and insurance will be paid for by the Trade Customer as set out on the Web Site. Responsibility for charges for deliveries to addresses outside the United Kingdom may vary and will be subject to agreement between the parties at the time the Trade Customer places an Order.
67. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights: store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
68. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
69. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
70. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.
71. The supplier shall not be required to fulfil orders for products in the sequence that they are placed.
72. Apart from the Watercolour notecards, all other items are produced by different print on demand suppliers and therefore will be manufactured and shipped from different locations. Items from international suppliers may incurr import duties and taxes. All known postage charges will be shown at the checkout stage, but this does not include import duties and taxes which are unknown. The Supplier does not take responsibility for customs fees.
Inspection and acceptance of Goods
73. You must inspect the Goods on delivery or collection.
74. If you identify any damages or shortages, you must inform us in writing within 3 days of delivery, providing details.
75. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
76. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
77. We will be under no liability or further obligation in relation to the Goods if:
a) if you fail to provide notice as set above; and/or
b) you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
d) the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
e) the defect arises from normal wear and tear of the Goods; and/or
f) the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
78. You bear the risk and cost of returning the Goods.
79. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 4 days after delivery.
Risk and title
80. The risk in the Goods will pass to you on completion of delivery.
81. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
82. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
83. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
84. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
85. Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b) when sent, if transmitted by email and a successful transmission report or return receipt is generated;
c) on the fifth business day following mailing, if mailed by national ordinary mail; or
d) on the tenth business day following mailing, if mailed by airmail.
86. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
87. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer or Customer.
88. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
89. The parties agree that where such processing of personal data takes place, the Customer or Buyer shall be 'data controller' and the Seller or Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
90. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
91. The Seller or Service Provider shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods or Services as mentioned in these terms and conditions or as requested by and agreed with the Buyer or Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
92. The Seller or Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict "need-to-know" basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
93. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller or Service Provider on behalf of the Buyer or Customer. Further information about the Seller's approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can e-mail: firstname.lastname@example.org.
94. All intellectual property rights relating to the Web Site are and shall remain the property of the Supplier. Amanya is the Supplier's registered Trademark and the Trade Customer agrees not to display or use it in any manner without the Supplier's prior written consent. The Trade Customer is not allowed to remove any copyright, trademark or other intellectual property notices contained in material taken from Amanya or Amanya Design. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
95. The Supplier grants to the Trade Customer a non-exclusive non-transferable licence to use the Web Site for the purpose of browsing for Products and/or purchasing products.The Trade Customer agrees that it will not itself, or through a third party:
a) Copy the Web Site, except as is necessary for use of the Web Site as set out in these terms and Conditions.
b) Reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Web Site except as permitted by law; or use any robot, spider, scraper or other automated means to access the website for any purpose without the Supplier's prior express written permission;
c) Write or develop any derivative or other software programs based, in whole or in part upon the Web Site.
d) The Trade Customer may only link to this website if the Trade Customer or any third party contacts to receive permission but must link to the homepage and not deep link into the site. The Trade Customer or third party may not use any information contained in this Website without written permission before use, and the Supplier’s ownership must be acknowledged.
e) However if the Trade Customer does link to the Web Site the person so linking ownership agrees that they will indemnify the Supplier in full if any action is taken against the Supplier by any party, or even by the person linking, by virtue of the link created. If a link is created to this Web Site, any use is subject to these Conditions.
96. No-one may copy, distribute, show in public or create any derivative work from the Supplier, or any of the material which is found on the Website unless properly licensed in writing by the Supplier to do so. The Trade Customer, or any person connected with them, is not allowed to use the Supplier's names (or to copy or use any material found on the Website) for any commercial purpose other than to conduct the purchases of product from the Supplier.
Circumstances beyond a party's control
97. Neither of us is liable for any failure or delay in performing our 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: 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. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Liability and indemnity
98. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
99. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
100. Other than for repairs and refurbishments carried out by the Supplier, the Supplier warrants that the Products will be free from defects in materials and/or workmanship for a period of twelve months from delivery of Products to the Trade Customer.
101. If any Products prove to be defective and are covered by the warranty in clause 100 above then the Supplier shall at its sole option either repair or replace or re-perform such Products.
102. Any work carried out by the Supplier which is not covered by the warranty will be charged for to the Trade Customer.
103. The Trade Customer agrees that the repair and/or replacement shall be the Trade Customers sole remedy in respect of claims under the warranty.
104. The Supplier agrees that it will repair or replace defective Products within a reasonable time of being notified by the Trade Customer of the defect, which is 3 days of receipt of the goods.
105. The warranty in clause 104 above will not apply if the Trade Customer has not paid in full for the relevant Products on the due date for payment.
106. If the Trade Customer notifies a defect in the Products to the Supplier then:-
a) The Supplier reserves the right to inspect the Products and may request a photograph of the problem to communicate with our suppliers and correct any future problems; and/or
b) To require the Trade Customer to return the defective Products to the Supplier for inspection at the Trade Customer’s cost and if the Products shall prove to be defective then the Supplier shall reimburse the Trade Customer for the cost of returning the defective Products. Amanya Design Ltd shall discuss whether return of the goods is necessary. The address for returns is: Amanya Design Ltd, Office 1, Brunswick House, Brunswick Way, Liverpool, L3 4BN
107. The Supplier shall have no liability to the Trade Customer if the Price for the Products has not been paid in full by the due date for payment.
108. The Supplier shall have no liability to the Trade Customer for defective Products, Products not despatched or Products damaged or lost in transit unless the event is notified to the Supplier within the appropriate time limit set out in this Contract which is within 3 working days of receipt of goods, or 7 days of goods not received.
109. The Supplier shall have no liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the continued use of defective Products after a defect has become apparent or suspected or should reasonably have become apparent to the user.
110. The Trade Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Trade Customer incurs any costs and/or expenses in remedying the matter itself. If the Trade Customer does not do so the Supplier shall have no liability to the Trade Customer.
111. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
112. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
113. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract or will not, in any circumstances, exceed the total amount of the Price payable by you for the goods.
114. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or Goods or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a) any indirect, special or consequential loss, damage, costs, or expenses or;
b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) any losses arising directly or indirectly from the choice of Services or Goods and how they will meet your requirements or your use of the Goods or Services or any goods supplied in connection with the Services.
115. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
116. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
117. We can terminate the sale of Goods under the Contract where:
a) you commit a material breach of your obligations under these Terms and Conditions;
b) you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c) you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
118. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
119. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
120. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
121. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.