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NTRODUCTION

This constitutes a legal agreement between Heulos TV Network Broadcasting Ltd. (HSNB Services)  , (“HSNB”, “we”, “us" or “our”) and you. Please read it carefully.
These Terms and Conditions describe the terms on which you are permitted to use all the HSNB Services, as defined below.
The HSNB Services are provided on an ‘as is’ basis, with minimal warranties.
Separate legal terms will apply to competitions or promotions made available on the HSNB Services.
These Terms and Conditions may change from time to time.

1. ABOUT THE HSNB SERVICES

1.1 In these Terms and Conditions:

1.1.1 “HSNB Service” is a reference to any of our websites, microsites, applications, widgets, user generated content, blogs, games, virtual worlds and other online or wireless services,

1.1.2 a “Competition” is any game, prize draw, quiz, competition or promotion which is made available on or via an HSNB Service, and

1.1.3 a “Prize” is any offer, prize, discount or rewards earned by participation in Competition or which is otherwise made available through the HSNB Service.

1.2 The HSNB Services are owned and/or operated by HSNB.

1.3 These Terms and Conditions apply to all use of the HSNB Services and form a legal agreement between you and us.

1.4 By

1.4.1 using the HSNB Services,

1.4.2 entering Competition(s), or

1.4.3 receiving any Prizes,

you are confirming that you understand and accept, and are able to understand and accept, these Terms and Conditions and that you agree to be bound by them.

1.5 You must not use the HSNB Services if you don’t agree to these Terms and Conditions

1.6 We request that, for all persons under 18 years of age, a parent or legal guardian consent to that person’s use of the HSNB Services and explain these Terms and Conditions to them.

1.7 All persons under the age of 13 must obtain the consent of their parent or legal guardian before using the HSNB Services.

1.8 We may make alterations to these Terms and Conditions from time to time. If you are not happy with any alteration, you must stop using the HSNB Services. If you keep using the HSNB Services, this will indicate your acceptance of these Terms and Conditions as altered. We may notify key changes to you, but you should review these Terms and Conditions from time to time to ensure you are aware of any changes. Where appropriate we may notify you of changes by email or by putting a notice on the HSNB  Services.

 

2. RIGHTS OF USE AND INTELLECTUAL PROPERTY RIGHTS

2.1 The AETN Services are made available for your private, non-commercial, personal use only. This does not give you any rights of ownership in the AETN Services.

2.2 We may charge for you to access or use the AETN Service at our own discretion.

2.3 Unless otherwise specified, all copyright, design rights, database rights, patent rights, trade mark and trade dress rights and other intellectual property rights in the AETN Service belong to and vest in AETN, or are licensed to AETN.

2.4 All third party trade names and trademarks are the property of their respective owners and we make no warranty or representation in relation to them. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

2.5 Our name and our logos are trademarks belonging to us. We give no permission for the use of these trademarks and such use may constitute an infringement of our rights.

 

3. RESTRICTIONS AND OBLIGATIONS

3.1 You agree to comply with these Terms and Conditions and all rules applicable to the use of the HSNB Service.

3.2 You will not:

3.2.1 hack, modify, reverse engineer or create derivative works of the HSNB Service or any part of it,

3.2.2 gain unauthorised access to any restricted part of the HSNB Service,

3.2.3 remove, modify or obscure any copyright, trade mark or other proprietary notices on the HSNB Service,

3.2.4 create software which replicates or mimics the data or functionality in the HSNB Service,

3.2.5 collect data from the HSNB Service by systematic or automated means,

3.2.6 use your access to the HSNB Service for the sending of marketing communications,

3.2.7 use any computer virus or malicious code of any nature in connection with the HSNB Service,

3.2.8 make any part of the HSNB Service available to a third party who does not agree to these Terms of Use,

3.2.9 copy or exploit any part of the HSNB Service or the content it contains,

3.2.10 use the HSNB Service or any part of it unfairly or for any illegal or immoral purpose, or

3.2.11 attempt to do any of the acts listed above.

3.3 Without prejudice to any of our other rights or remedies, if we reasonably suspect that you have breached any of these Terms and Conditions we can suspend or terminate your access to the HSNB Service or take any other action we consider necessary to defend or promote any of our rights or interests.

 

4. PROMOTIONS AND COMPETITIONS HSNB

4.1 Promotions and Prizes are generally offered by third parties, not by us. Unless the competition rules specifically state that we are the promoter, we are not responsible for any Promotions, Competitions or Prizes.

4.2 Competitions and Prizes may be offered subject to your agreement to additional terms and conditions, eligibility requirements or instructions (“Competition Terms”). Competition Terms are imposed by the party offering that Competition and/or the Prizes (the “Promoter(s)”). If you agree to Competition Terms, you will be entering a legal agreement between you and a Promoter. Please read Competition Terms carefully.

4.3 If the terms in this section are contradicted by any Competition Terms, the Competition Terms will apply and the contradicted part of the terms in this section will not apply. The terms in this section are enforceable by Promoters.

 

5. LIABILITY

5.1 Unless expressly set out, we are not the provider of any Prizes or the operator of any Competition.

5.2 We provide and maintain the HSNB Services on an “as is” basis.

5.3 External Sites have not been verified or reviewed by us and all use and access of External Sites is made at your own risk. “External Sites” means third party apps, websites and online services which link to the AETN Service.

5.4 EXCEPT AS OTHERWISE REQUIRED BY LAW, WE GIVE NO WARRANTY IN RESPECT OF ANY PRIZES OR COMPETITIONS OR OTHER INFORMATION CONTAINED ON THE AETN SERVICE AND EXCLUDES ALL LIABILITY FOR ANY INCORRECT OR INACCURATE INFORMATION OR MATERIAL THE AETN SERVICE CONTAINS.

5.5 We give no other warranty in connection with the HSNB Service and to the maximum extent permitted by law, we exclude liability for:

5.5.1 any loss or damage of any kind arising as a result of any participation in Competitions or any Prizes;

5.5.2 any loss or damage of any kind howsoever arising, including any indirect, special, punitive or consequential loss whether or not that loss arises out of something of which we have been made aware;

5.5.3 any lack of availability of the HSNB Service;

5.5.4 any interruptions to or delays in updating the HSNB Service;

5.5.5 the infringement by any other person of any copyright or other intellectual property rights of any third party through any use of the HSNB Service;

5.5.6 the availability, quality, content or nature of External Sites;

5.5.7 any transaction taking place on External Sites;

5.5.8 any amount or kind of loss or damage due to viruses or other malicious software that may infect a user's computer equipment, software, data or other property caused by any other person accessing, using or downloading the HSNB Service, and

5.5.9 all representations, warranties, conditions and other terms and conditions which but for this notice would have effect.

5.6 We do not warrant that the operation of the HSNB Service will be uninterrupted or error free.

5.7 We will not be liable in any amount for failure to perform any obligation under these Terms of Use if that failure is caused by the occurrence of an event beyond its reasonable control.

5.8 We will not be liable in any amount for the discontinuation of the HSNB Services on any software or distribution platform, or the complete discontinuation of the HSNB Services.

5.9 Except as provided above, there are no other warranties, conditions or other terms and conditions, express or implied, statutory or otherwise, and all of those terms and conditions are excluded to the maximum extent permitted by law.

5.10 You agree not to use the HSNB Services in any way which is:

5.10.1 unlawful;

5.10.2 may give rise to civil or criminal liability for us, and/or

5.10.3 which might call us into disrepute.

5.11 These Terms and Conditions are subject to your statutory and common law consumer rights and will not limit any rights you might have that cannot be excluded under applicable law. These Terms and Conditions will not exclude or limit our liability for death or personal injury resulting from its negligence nor any fraudulent acts, representations or misstatements.

 

6. INDEMNITY

You indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these Terms and Conditions, or arising out of any claim that you have breached any provision of these Terms and Conditions.

 

7. GENERAL

7.1 Unless we are Promoter of a Competition which includes additional terms and conditions, these Terms and Conditions, together with our Privacy Policy constitute the entire agreement between you and us relating to your use of the HSNB Service, to the exclusion of any other Terms and Conditions.

7.2 Failure to enforce any term does not constitute a waiver of that term.

7.3 If any part of these Terms and Conditions is found to be unenforceable, it will be amended to the minimum extent necessary to make it enforceable and the remainder of the provisions will remain in full force and effect.

7.4 No representation or warranty is made as to whether the HSNB Services comply with the laws of any country other than the United Kingdom.

7.5 These Terms and Conditions are subject to the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

7.6 We will be entitled to assign and otherwise transfer the agreement covered by these Terms and Conditions by giving you reasonable notice, which may include notice given via the HSNB Service.

 

All questions, comments or enquiries should be directed to feedback@aetn.co.uk, and we will try to respond to within 48 hours.

HSNB
Company Number 11169495
heulostv@gmail.com

​

Heullos TV Nezwork Broadcasting Ltd

Wnlock 20-22, London N1 7GZ, UK

Updated 06 October 2017

 

AETN UK STANDARD TERMS & CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES (“TERMS AND CONDITIONS”)

1.        Definitions and Interpretation

Capitalised words have the meaning assigned to them as follows:

“Agreement”: the contract constituted by your acceptance of the Order (or any subsequent orders varying the Order) that incorporates these Terms and Conditions, in accordance with clause 2;

“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Business Information”: any Order, data, documents, databases, designs, schedules, instructions, plans, specifications, sketches, models, samples, technical information and/or other information written, oral or otherwise of any type, however disclosed, relating to the business activities of HSNB or Service Beneficiaries;

“Fees”: the fees or price payable by HSNB for the supply of the goods, materials and/or services (and any physical results thereof) in accordance with clause 8.

“Deliverables”: the goods, materials and/or services (and any physical results thereof) described in or otherwise required or delivered pursuant to this Agreement and set out in the Order;

 “IPR”: all copyrights and all rights in patents, databases, designs, trademarks, trade names, domain names, service marks, trade secrets, know-how and other intellectual property rights (registered or unregistered) and all applications for the same and all rights having similar effect anywhere in the world;

“Law”: any of the following: (a) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time; (b) the common law and the law of equity; (c) any binding court order, judgement or decree; (d) any applicable industry code, policy or standard enforceable by law; and (e) any applicable legally binding direction, policy, requirement, code, principle, rule or order that is given by a regulator;

 “Loss”: all losses (including fines, penalties and tax liabilities) , demands, liabilities, claims, proceedings and damages and all related costs, expenses and payments, including those made to third parties (including additional taxes, irrecoverable VAT, legal fees and disbursements and costs of investigation, litigation, settlement, judgement and interest);

 “Order”: the order attached detailing, amongst other things, the Service(s) or the Deliverable(s), and the Fees that together with these Terms and Conditions forms the Agreement;

“Service Beneficiary”: any Service Provider or Service Recipient defined in clause 10.3;

 “AETN, we, us, our” means the HSNB department raising the Order;

“Supplier” or “you”: you, the person or firm from whom AETN purchases the Deliverables and the addressee of the Order;

“Supplier Personnel”: as defined in clause 12.1, and

“Third Party Act” means the Contracts (Rights of Third Parties) Act 1999

    1. Words importing the singular include the plural and vice versa; persons include unincorporated associations, partnerships and any entity with legal standing. References to “include” or “including” are construed as being without limitation. Clause headings are for ease of reference only and do not affect the interpretation or construction of the Agreement. References to a particular Law or provision of Law shall be construed as a reference to such Law or provision as amended and in force from time to time and to any Law which replaces, re-enacts or consolidates (with or without modification) any such Law. A reference to any remedy, consequence or right of a party pursuant to a breach of a provision by the other party does not limit any other right or remedy of the party unless it is expressly stated to do so.

  2. Acceptance of Order

    1. The Order constitutes an offer by HSNB to purchase the Deliverables in accordance with these Conditions. HSNB may place Orders under these Terms and Conditions and in the absence of any express reference to an entity, the contracting entity shall be HSNB.

    2. Your commencement of working to deliver the Deliverable(s) pursuant to an Order, or other implied or express communication of acceptance of the Order by you, shall constitute acceptance by you of the Order on these Terms and Conditions (except insofar as these Terms and Conditions are explicitly referenced and varied by the Order). However, any terms and conditions that you state on any quote, invoice, order form or other documentation or which are implied by trade, custom, practice or course of dealing to apply to any Order shall have no force or effect.

    3. Regardless of the date of acceptance of the Order, these Terms and Conditions shall, in the absence of any signed agreement between us to the contrary, be effective from the commencement of provision of any Deliverable(s) by you and, shall apply to all goods, materials, licences and/or services predating the Order.

  3. Supply of Deliverables

You shall supply the Deliverables to us on the Delivery/Completion Date set out in the Order or as otherwise agreed in writing. If you cannot deliver or commence the Service on time then you must promptly notify us of the earliest possible substitute date for delivery and/or commencement. Regardless of such notice, and unless we expressly agree to the substitute date in writing, your failure to supply the Deliverables on time shall entitle us to cancel all or part of the Agreement without liability to you. You must supply Deliverables to our registered office or to the locations specified in the Order and if you do not then you will bear any additional expense in handling and delivering to the correct destination.

  1. Acceptance of Deliverables

    1. If supply of Deliverables (or part thereof) pursuant to the Agreement is incomplete or defective, we reserve the right to accept or reject the Deliverables so supplied and/or to cancel or vary the balance of the Agreement. Deliverables may be subject to inspection, testing and subsequent acceptance by us. Where Deliverables constitute services, our approval of their performance is required. We are not obliged to accept Deliverables without full written instructions for use. Deliverables in the form of goods supplied other than in accordance with the Agreement may (at HSNB’s discretion) be returned to you at your expense and risk and you shall pay all our associated costs in doing so. If any, or any part of, any Deliverables (whether or not inspected, tested or approved by us) do not comply with the requirements of the Agreement or are otherwise not satisfactory quality and fit for purpose and accordingly not accepted by us, then we shall be entitled, to: (a) require you to promptly (and in any event within 14 days) replace or re-perform the relevant Deliverables to accord to the Agreement; or (b) arrange to have those Deliverables supplied or performed by a third party (in which case you shall reimburse us for all reasonable additional costs and expenses thereby incurred); or (c) terminate the Agreement immediately by written notice to you and require you to promptly repay us any monies which we have paid to you.

    2. You indemnify HSNB in full against any and all threatened or actual Loss (including loss of profits, loss of revenue, loss of anticipated savings, loss of contracts, loss of bargain and increased costs of working), and any consequential, indirect or economic loss awarded against or incurred or paid by us as a result of or in connection with: (a) any claim that any of the Deliverables (and/or HSNB’s receipt and use of the same) infringe the IPR of any other person; and/or (b) any negligent act or omission of you or the Supplier Personnel and/or (c) any damages claim for any additional costs, loss or expenses incurred by us which are in any way attributable to your provide the Deliverables in a timely manner.

  2. Warranties

You represent and warrant to us that: (a) you have the right, power and authority to enter into and to carry out your obligations under the Agreement; (b) you will co-operate with us in all matters relating to the Deliverables and ensure that the Deliverables correspond strictly with any and all of our requirements or specification (oral or in writing) supplied to you, or agreed with you, by or on our behalf; (c) the Deliverables (and you in your provision thereof) comply with all applicable Law; (d) all Deliverables that are services will be performed by appropriately experienced, qualified and trained employees (or sub-contractor’s authorised by us in accordance with clause 13.3) who will act with due care and diligence, in accordance with best industry practice; (e) you will at all times maintain insurance with a reputable insurance company sufficient to meet any potential liability under the Agreement; and (f) the Deliverables will be of satisfactory quality, free of defects and errors and fit for their purpose.

  1. Confidentiality

Except where freely and legitimately available to the public prior to disclosure, you must not use or disclose to any third party any Business Information for any purpose other than as strictly necessary to supply the Deliverables. All rights in the Business Information remain our property. You must keep our Business Information confidential and secure and, on demand, either destroy it (with certification by one of your officers) or return it to us. You must not: (a) denigrate us or our products in any way whatsoever; or (b) without our prior written consent, advertise or publicise in any way the fact that we are your customer.

 

  1. Intentionally deleted
     

  2. Price or Fees

    1. The Price of or Fees for Deliverables are set out in the Order and, unless expressly stated otherwise, are exclusive of any applicable value added tax but inclusive of all other taxes, duties, charges, levies, royalties, labour, materials, carriage, insurance, subsistence, administration, overheads, profit or any other costs, expenses or resources required for the supply of the Deliverables. You will pass on to us the full benefit of any rebates/discounts given to you and that you would not have received but for our business.

    2. You may render invoices to HSNB following HSNB’s acceptance of the Deliverables in accordance with clause 4.1 or as otherwise specified in the Agreement. Invoices must: (a) be submitted electronically; and (b) include the HSNB Order reference; and (c) conform to the Order regarding price and quantity; and (d) be addressed to HSNB , Wenlock 20-22, UK, N1 7GU London, UK and (e) conform with all our other reasonable requirements. You are liable to pay any fees associated with processing invoices (including applicable third party fees for your use of any electronic processing platform).

    3. In consideration of the supply of the Deliverables we shall pay undisputed valid VAT invoices within 60 days of receipt. If we do not pay an undisputed invoice on time, then you may charge (and if charged we shall pay) interest on the overdue amount, at the rate of 2% above the Official Bank Rate set by the Monetary Policy Committee of the Bank of England from the due date until the date we pay the undisputed sum due.

    4. If we dispute part of the invoice, then we may offer the undisputed sum in full and final settlement of the invoiced amount. You must indicate within 7 days of receipt of such offer whether or not you accept it and, if so, you waive the disputed sum and any interest otherwise payable thereon and you must then issue an appropriate credit note to us. We shall pay the undisputed sum to you on receipt of such confirmation and credit note.

    5. You agree that the interest payable under this clause 8 is a substantial remedy for overdue amounts and is in lieu of any sums due pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and/or the Late Payment of Commercial Debts Regulations 2013.

    6. You agree that we may deduct from any monies due or becoming due to you any monies due from you to us, whether in connection with the Agreement or otherwise.

  3. Termination

    1. Without prejudice to any of our other rights or remedies, we may, by written notice to you, immediately terminate this Agreement and any or all related Agreements without liability to you in the event that you: (a) fail to supply any Deliverables on time; (b) fail to remedy any other material breach within 5 days of receipt of written notice from us to do so; (c) repeatedly breach the terms of the Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of the Agreement; (d) suspend or threaten to suspend, or cease or threaten to cease to carry on, all or a substantial part of its business, or (e) are unable to pay your debts for the purposes of section 123 of the Insolvency Act 1986, or you make or propose any voluntary arrangement or composition with your creditors or if a bankruptcy or winding up petition is presented for you or if you enter into compulsory or voluntary liquidation or have a receiver or other officer appointed over the whole or any part of your assets or undertaking or you have an administrator appointed to manage your affairs, business and property or if you take or suffer any similar action in consequence of debt or insolvency under the laws of the United Kingdom or any equivalent of the foregoing in any other jurisdiction.

    2. We may terminate the Agreement in whole or in part at any time upon 7 days’ prior written notice. Subject to you taking all reasonable steps to mitigate your loss, we will, on termination pursuant to this clause 9.2, reimburse your reasonable costs incurred in the performance of your obligations up to the date of termination in respect of which we have not yet made any payment, such costs in no circumstances to exceed the agreed Fees for the Deliverables affected. Where we terminate the Agreement in part, you will supply the remaining Deliverables in full and in a timely fashion and the Fee or Price shall be reduced accordingly.

    3. Prior to termination or expiry of the Agreement, you shall consult with us about the steps to be taken to ensure an orderly cessation of the Deliverables and maintain our business continuity, including the delivery or migration of HSNB data in a meaningful and useable format to us or a successor supplier of HSNB.

  4. Intellectual Property

    1. You warrant that the Deliverables and our use and enjoyment of the Deliverables world-wide and in perpetuity in all media will not infringe any third party’s IPR.

    2. All IPR existing prior to the commencement of the Agreement shall belong to the party that owned such IPR immediately prior to such date. Unless this clause is expressly overridden in an Agreement, all new IPR in the Deliverables arising in connection with the Agreement (and, where agreed between you and us, all other IPR in the Deliverables) and any media upon which such rights are contained (including any preparatory material and any media used to store such material) shall be our property and you shall assign the same to us with full title guarantee, free from all third party rights. To the fullest extent possible, you hereby assign, in consideration of the sum of £1 (receipt of which is hereby acknowledged by you), such rights to us with full title guarantee and, where relevant, by way of a present assignment of future rights.

    3. In respect of: (i) any new IPR that is expressed in the Agreement as not assigned to us, and (ii) all existing IPR and notwithstanding anything to the contrary in any licence agreement entered into under an Order (unless it expressly varies with specific reference to this provision), you hereby grant to HSNB a non-exclusive, perpetual, irrevocable, royalty-free licence to use such Deliverable for its business purposes, which includes extending the benefit of such licence to: (a) any joint venture entity to whom we provide technical, infrastructure or enterprise services as part of such joint venture; (b) any of our customers receiving our products and services (“Service Recipients”); and (c) any of HSNB´s service providers (“Service Providers”) for the purpose of, and only to the extent necessary for, the provision of the relevant contracted services; in each case for the period of such product/services contracts.

    4. You hereby agree promptly and without charge to procure the execution, completion and/or delivery of any formal consents or agreements (including waivers of moral rights) reasonably required by us to formalise or enforce the assignments of rights granted herein or otherwise for the full enjoyment by us of such rights.

  5. Title and Risk

Title and risk in the Deliverables passes to us on delivery in accordance with the Agreement (except where the Deliverables include installation, in which case risk passes on completion of installation) but does not prejudice any of our rights or remedies, including rejecting the Deliverables.

  1. 12              Supplier Personnel

    1. You shall procure that all of your employees, approved sub-contractors or agents (“Supplier Personnel”) attending our or a third party’s site in connection with this Agreement, comply with: (a) any reasonable directions or instructions given to them; and (b) any applicable security, health and safety or other notices and regulations.

    2. You shall: (a) be solely responsible for all matters arising out of any contract of employment or engagement for Supplier Personnel, whether express or implied; and (b) not do (or omit to do) anything which could or could be expected to imply an employment relationship between us and such Supplier Personnel. You indemnify and hold harmless HSNB against any actual or threatened Loss which HSNB may suffer as a result of any claim that an employment or other relationship exists between HSNB and the Supplier Personnel or arising out of your failure to comply with these clauses 13.1 and 13.2.

    3. Without limiting clauses 12.1 and 12.2, you indemnify and hold harmless HSNB against all Loss suffered by HSNB, either directly or under an agreement with a successor supplier of the Deliverables to us or which otherwise arise out of or in connection with: (a) any breach of Regulation 13 (duty to inform and consult representatives) of the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended ("TUPE"); (b) any actual or alleged act or omission by you of any of your obligations or liabilities, or any other event occurring prior to the termination of the Agreement, in relation to Supplier Personnel; and (c) without limitation, any claim for redundancy payment, unfair dismissal compensation or notice monies and expenses or a protective award, in connection with or as a result of any claim or demand by any Supplier Personnel arising directly or indirectly from the termination of the Agreement or directly or indirectly from TUPE.

  2. General

    1. Time is of the essence for performance of your obligations under the Agreement.

    2. You must maintain disaster recovery and business continuity plans to meet the minimum standards prescribed by any applicable regulator and good industry practice.

    3. You shall not assign or transfer or purport to assign or transfer to any other person any of your rights or sub-contract any of your obligations under the Agreement without our prior written consent. Our approval of a sub-contractor will not relieve you of any liability under the Agreement and you are and shall remain responsible for all acts and omissions of your sub-contractors as if they were your acts and omissions. We may transfer all or any of our rights and obligations under the Agreement to any company associated to HSNB or any successor in title to all or part of our business.

    4. No waiver of any breach of the Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision, and any such waiver shall be specific and in writing.

    5. Rights and remedies stated under the Agreement shall be cumulative and without prejudice to any other rights and remedies available to a party hereunder or at law.

    6. Variation of Agreement and Orders:

      1. Subject to clause 13.6.2, no variation of this Agreement shall be valid unless in writing and signed by authorised representatives of the parties.

      2. The parties may vary an Order via a subsequent Order or expressly vary, by specific reference to the clause, any provision of these Terms and Conditions.

    7. If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part then the validity of the other provisions of the Agreement shall not be affected.

    8. Each Agreement shall form the entire agreement between us and you relating to the Deliverables and, without affecting any of our remedies (or your liability) for any misrepresentation by you, the Agreement replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral and prevails over any inconsistent terms or conditions contained or referred to in your quotation or the Order or correspondence or elsewhere or implied by trade custom, practice or course of dealing.

    9. The provisions of the Agreement which expressly or by implication are intended to survive termination will do so (such clauses to expressly include clauses 4 and 6) and will continue to be binding without limit in time.

    10. HSNB’s entire liability to you pursuant to this Agreement, shall be the Fees or Price for the Deliverables to be provided by you as set out in the relevant Agreement together with any interest due pursuant to clause 8. This clause does not in any way limit HSNB’s liability for death or personal injury caused by our negligence or for fraud.

    11. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 (or any other law rule or regulation that purports to grant rights under this Agreement to third parties) to enforce any terms of this Agreement.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

    12. Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

    13. All notices, consents, waivers or other communications given under this Agreement shall be in writing and be given by personal delivery, post or facsimile or by email.  Notices given by personal delivery or post shall be delivered to the relevant address set forth above.  Notice given by post shall be deemed to have been given three (3) days after the date of mailing.  Notice given by personal delivery shall be deemed to have been given upon delivery.  Notice given by facsimile or email shall be deemed to have been given when transmitted provided that the sender has transmitted to the correct facsimile number or email address. Each Party may vary its address for service by notice given as aforesaid.

    14. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from events, circumstances or causes beyond its reasonable control.

    15. Neither you nor Supplier Personnel or shareholders, directly or indirectly, in private or public sector dealings, offer, give or agree to offer or give, receive or requests to receive, any payment, gift or other advantage (whether or not by payments under this Agreement) which: (i) violate any anti-corruption laws or regulations applicable to you and/or HSNB; or (ii) which a reasonable person would consider to be unethical or illegal. Without prejudice to clause 9 (Termination), if HSNB suspects a breach of this clause 13.15, then HSNB may terminate any/all Agreements immediately upon notice to the Supplier.

    16. The Agreement and any non-contractual rights or obligations arising out of or in relation to it, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts for any dispute arising in connection with the Agreement, save that nothing in the Agreement shall prevent us from bringing any proceedings against you in any other jurisdiction in which you have any business or assets.

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