INDIGO ECOMMERCE DIGITAL LIMITED T/A INDIGO UNIFIED COMMUNICATIONS
TERMS AND CONDITIONS OF SUPPLY OF GOODS AND SERVICES
1 INTERPRETATION
1.1 Definitions
In these Conditions, the following definitions apply:
“Act” means the Telecommunications Act 1984;
“Commencement Date” has the meaning set out in clause 2.1;
“Conditions” means these terms and conditions as amended from time to time in accordance
with clause 17.7;
“Contract” means the contract between Indigo and the Customer for the supply of Goods
and/or Services comprising the Order Form and these Conditions;
“Customer” means the person or firm who purchases the Goods and/or Services from Indigo
as set out in the Order Form;
“Deliverables” means the products and materials developed by the Supplier in relation to the
Project in any media, including, without limitation, computer programs, data, diagrams,
reports and specifications (including drafts) set out in the Order Form;
“Delivery Location” has the meaning set out in clause 5.2;
“Indigo” means Indigo Ecommerce Digital Limited, a company incorporated under the
Companies Act (Registered Number SC599200) with a registered office at 64a Cumberland
Street, Edinburgh, Scotland EH3 6RE;
“Indigo Materials” has the meaning set out in clause 9.1.6;
“Force Majeure Event” has the meaning given to it in clause 16.1;
“Goods” means the goods (or any part of them) set out in the Order Form;
“Goods Specification” means any specification for the Goods, including any relevant plans or
drawings, set out in the Order Form;
“Incentives” means any monetary incentives the Customer receives from Indigo for entering
into or continuing with or extending the Contract including cash backs, refunds or other
payments or schemes from time to time;
“IPR” means patents, rights to inventions, copyright and related rights, trade marks, business
names and domain names, rights in get-up, goodwill and the right to sue for passing off,
rights in designs, database rights, rights to use, and protect the confidentiality of, confidential
information (including know-how), and all other intellectual property rights;
“Order Form” means the Indigo form detailing the Goods or Services to be supplied by Indigo
subject to these Conditions;
“Remaining Services” has the meaning set out in clause 15.3.2;
“Services” means the services, including the Deliverables, supplied by Indigo to the Customer
as set out in the Order Form;
“Service Specification” means the description or specification for the Services set out in the
Order Form; and
“Term” has the meaning set out in clause 3.
1.2 Construction
In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted
assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory
provision as amended or re-enacted. A reference to a statute or statutory provision includes
any subordinate legislation made under that statute or statutory provision, as amended or reenacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2 BASIS OF CONTRACT
2.1 The Customer's purchase order constitutes an offer by the Customer to purchase the
Goods and / or Services as set out in the Order Form, subject to these Conditions. The
purchase order shall only be deemed to be accepted when Indigo issues its written
acceptance of the purchase order at which point and on which date the Contract shall come
into existence (“Commencement Date”).
2.2 The Contract and these Conditions constitute the entire agreement between the parties.
The Customer acknowledges that it has not relied on any statement, promise, representation,
assurance or warranty made or given by or on behalf of Indigo which is not set out in the
Contract or these Conditions.
2.3 Any samples, drawings, descriptive matter or advertising issued by Indigo and any
descriptions of the Goods or illustrations or descriptions of the Services contained in Indigo's
catalogues or brochures are issued or published for the sole purpose of giving an approximate
idea of the Services and/or Goods 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 trade, custom, practice or
course of dealing. Both the Customer and Indigo acknowledge that any terms or conditions
referred to in the Customer’s purchase order are expressly excluded.
3 TERM
The Contract shall continue from the Commencement Date for the period of time specified in
the Order Form, subject to the termination provisions set out in clause 15 (“Term”).
4 GOODS
Indigo reserves the right to amend the Goods Specification where required by applicable
statutory or regulatory requirements.
5 DELIVERY OF GOODS
5.1 Indigo shall ensure that:
5.1.1 each delivery of the Goods is accompanied by a delivery note which shows all relevant
Customer reference numbers, the type and quantity of the Goods (including the code number
of the Goods, where applicable), special storage instructions (if any) and, if the Contract is
being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
and
5.1.2 if Indigo requires the Customer to return any packaging material to Indigo, that fact is
clearly stated on the delivery note. The Customer shall make any such packaging materials
available for collection at such times as Indigo shall reasonably request. Returns of packaging
materials shall be at Indigo's expense.
5.2 Indigo shall deliver the Goods to the location as set out in the Order Form (“Delivery
Location”) at any time after Indigo notifies the Customer that the Goods are ready.
5.3 Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location.
5.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery
is not of the essence. Indigo shall not be liable for any delay in delivery of the Goods,
including where late delivery is caused by a Force Majeure Event or the Customer's failure to
provide Indigo with adequate delivery instructions or any other instructions that are relevant
to the supply of the Goods.
5.5 Indigo may deliver the Goods by instalments, which shall be invoiced and paid for
separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect
in an instalment shall not entitle the Customer to cancel any other instalment.
6 QUALITY OF GOODS
6.1 Indigo shall ensure that any third party warranties (if any) applicable to Goods are passed
to the Customer. Indigo shall notify the Customer of such warranty terms including processes
for reporting warranty claims.
6.2 The terms of these Conditions shall apply to any repaired or replacement Goods supplied
by Indigo under the Contract.
7 TITLE AND RISK
7.1 Risk in the Goods shall pass to the Customer on completion of delivery at the Delivery
Location.
7.2 Title to the Goods shall not pass to the Customer until Indigo receives payment in full (in
cash or cleared funds) for the Goods.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they
remain readily identifiable as Indigo's property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the
Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for
their full price on Indigo's behalf from the date of delivery;
7.3.4 notify Indigo immediately if it becomes subject to any of the events listed in clause
15.1.2 to clause 15.1.7; and
7.3.5 give Indigo such information relating to the Goods as Indigo may require from time to
time.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any
of the events listed in clause 15.1.2 to clause 15.1.7, then, without limiting any other right or
remedy Indigo may have:
7.4.1 the Customer's right to use them in the ordinary course of its business ceases
immediately; and
7.4.2 Indigo may at any time:
(a) require the Customer to deliver up all Goods in its possession; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third
party where the Goods are stored in order to recoverthem.
8 SUPPLY OF SERVICES
8.1 Indigo shall provide the Services to the Customer in accordance with the Service
Specification in all material respects, using reasonable care and skill.
8.2 Indigo shall use reasonable endeavours to meet any performance dates for the Services as
the parties may agree, but any such dates shall be estimates only and time shall not be of the
essence for the performance of the Services.
8.3 Indigo shall have the right to make any changes to the Services which are necessary to
comply with any applicable law or safety requirement, or which do not materially affect the
nature or quality of the Services. In particular, Indigo shall not be under any obligation to
connect or keep connected any equipment if it does not comply with the Act or if in the
reasonable opinion of Indigo it could lead to death or personal injury.
8.4 In the event Indigo allocates any telephone numbers to the Customer for the purposes of
providing the Services:
8.4.1 the Customer acknowledges that it shall not acquire any legal, equitable or property
rights to such telephone numbers;
8.4.2 Indigo shall be entitled to withdraw or change any such telephone number of code or
any such groups of numbers or codes upon giving the Customer reasonable written notices;
and
8.4.3 all IPR in any such telephone numbers shall at all times remain owned by Indigo.
8.5 Indigo shall have the right to reasonably protect all services and products supplied to
customers, with the Customer meeting the cost of these obligations in accordance with the
payment terms as stated below.
9 CUSTOMER'S OBLIGATIONS
9.1 The Customer shall:
9.1.1 ensure that the terms of any Goods Specification and Service Specification are complete
and accurate;
9.1.2 co-operate with Indigo in all matters relating to the Goods and/or Services;
9.1.3 provide Indigo, its employees, agents, consultants and subcontractors, with access to
the Customer's premises, office accommodation and other facilities as reasonably required by
Indigo to provide the Services;
9.1.4 provide Indigo with such information and materials as Indigo may reasonably require to
supply the Goods and/or Services, and ensure that such information is accurate in all material
respects;
9.1.5 obtain and maintain all necessary licences, agreements, permissions and consents which
may be required for the Services before the date on which the Services are to start; and
9.1.6 keep and maintain all materials, equipment, documents and other property of Indigo
(“Indigo Materials”) at the Customer's premises in safe custody at its own risk, maintain
Indigo Materials in good condition until returned to Indigo, not dispose of or use Indigo
Materials other than in accordance with Indigo's written instructions or authorisation, and not
to cause any attachments (other than those approved in advance by Indigo) to be connected
to Indigo Materials.
9.1.7 provide Indigo with an email address to send all communication, including news of price
increases, new packages and opt-out periods.
9.2 The Customer shall further undertake not to:
9.2.1 contravene the Act or any other relevant legislation, regulations or licences regarding the
use of the Services provided under the Contract;
9.2.2 use the Services:
(a) as a means of communications for a purpose other than for which the Services were
provided; and
(b) for the transmission of material which is defamatory, offensive or of an abusive or obscene
or menacing character or is of a nature which if transmitted would constitute a criminal
offence or which infringes the rights (including IPR) of any third party; or
(c) for any other purpose which Indigo may notify the Customer from time to time.
9.3 In the event of any act or omission by the Customer or failure by the Customer toperform
any of its relevant obligations (“Customer Default”):
9.3.1 Indigo shall without limiting its other rights or remedies have the right to suspend the
supply of Services and/or all further deliveries of Goods under the Contract or any other
contract between the Customer and Indigo in accordance with clause 14 until the Customer
remedies the Customer Default, and to rely on the Customer Default to relieve it from the
performance of any of its obligations to the extent the Customer Default prevents or delays
Indigo's performance of any of its obligations;
9.3.2 Indigo shall not be liable for any costs or losses sustained or incurred by the Customer
arising directly or indirectly from Indigo's failure or delay to perform any of its obligations as
set out in this clause 9;
9.3.3 The Customer shall reimburse Indigo for any Incentives that have been paid over the
Term and the Customer shall be disqualified from receiving any future Incentives which it may
have been entitled to under the Contract; and
9.3.4 the Customer shall reimburse Indigo on written demand for any costs, losses, claims,
fines or damages sustained or incurred by Indigo arising directly or indirectly from the
Customer Default or any suspension of the Services arising from the Customer Default.
10 CHARGES AND PAYMENT
10.1 The price for Goods and/or Services shall be the price set out in the Order Form or, if no
price is quoted, the price set out in Indigo's published price list as at the date of delivery.
10.2 The price of the Goods is exclusive of all costs and charges of packaging, insurance,
transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
10.3 The price of the Services is exclusive of all expenses reasonably incurred by the
individuals whom Indigo engages in connection with the Services including, but not limited to,
travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of
services provided by third parties and required by Indigo for the performance of the Services,
and for the cost of any materials, which Indigo shall be entitled to charge the Customer for.
10.4 Indigo reserves the right to increase its standard daily fee rates for the charges for the
Services, Indigo gives the Customer written notice of any such increase 30 days before the
proposed date of the increase. If such increase is not acceptable to the Customer, it shall
notify Indigo in writing within 30 days of the date of Indigo's notice and Indigo shall have the
right without limiting its other rights or remedies to terminate the Contract by giving written
notice to the Customer.
10.5 In respect of Goods, Indigo shall invoice the Customer on or at any time after completion
of delivery. In respect of Services, Indigo shall invoice the Customer on a monthly basis in
arrears.
10.6 The Customer shall pay each invoice submitted by Indigo within 14 days of the date of
the invoice into a bank account nominated in writing by Indigo by either:
10.6.1 debit card; or
10.6.2 credit card.
10.7 In the event the Customer elects to pay by credit card, Indigo reserves the right to retain
the Customer’s credit card details and use such details for the payment of all Indigo invoices
as they become due during the Term.
10.8 All amounts payable by the Customer 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 Indigo to the Customer, the Customer shall, on
receipt of a valid VAT invoice from Indigo, pay to Indigo such additional amounts in respect of
VAT as are chargeable on the supply of the Services or Goods at the same time as payment is
due for the supply of the Services or Goods.
10.9 If the Customer fails to make any payment due to Indigo under the Contract by the due
date for payment, then the Customer shall pay interest on the overdue amount at the rate of
2% per annum above the National Westminster Bank’s base rate from time to time. Such
interest shall accrue on a daily basis from the due date until actual payment of the overdue
amount, whether before or after judgment. The Customer shall pay the interest together with
the overdue amount.
10.10 The Customer shall pay all amounts due under the Contract in full without any set-off,
counterclaim, deduction or withholding except as required by law. Indigo may, without limiting
its other rights or remedies, set off any amount owing to it by the Customer against any
amount payable by Indigo to the Customer.
10.11 Indigo reserves to right to introduce and include service and delivery charges applicable
to any products and services supplied by Indigo. Service and maintenance package charges
are priced and supplied by Indigo and the customer will be given 30 days' notice to opt out of
said packages, after which time the specified charges will apply.
10.12 Indigo reserves the right to introduce and apply a monthly charge to all Customers who
chose not to pay by Direct Debit.
10.13 The Company reserves the right to charge interest on overdue monies at the rate of
8% per annum above the bank base rate and varied from time to time. In addition, if the
Customer defaults on payment the Company reserves the right to place the matter in the
hands of their debt recovery agents, without prior warning in writing, and shall be entitled to
a full reimbursement of any fees or disbursements paid to the debt recovery agent to aid
recovery of monies outstanding to the Company.
10.14 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charge and/or export fees , such as when you request a variation to the services and we are liable to pay cancellation costs charged by third party suppliers, and/or a termination fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one off charges and/or export fees on demand.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 All IPR in, or arising out of, or in connection with, the Services shall be owned by Indigo
including Supplier Materials.
11.2 The Customer acknowledges that, in respect of any third party IPR in the Services, the
Customer's use of any such IPR is conditional on Indigo obtaining a written licence from the
relevant licensor on such terms as will entitle Indigo to licence such rights to the Customer.
12 CONFIDENTIALITY
A party (receiving party) shall keep in strict confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives which are of a confidential nature and have
been disclosed to the receiving party by the other party (disclosing party), its employees,
agents or subcontractors, and any other confidential information concerning the disclosing
party's business, its products and services which the receiving party may obtain.
The receiving party shall only disclose such confidential information to those of its employees,
agents and subcontractors who need to know it for the purpose of discharging the receiving
party's obligations under the Contract, and shall ensure that such employees, agents and
subcontractors comply with the obligations set out in this clause as though they were a party
to the Contract. The receiving party may also disclose such of the disclosing party's
confidential information as is required to be disclosed by law, any governmental or regulatory
authority or by a court of competent jurisdiction. This clause 12 shall survive termination of
the Contract.
13 LIMITATION OF LIABILITY
13.1 Nothing in these Conditions shall limit or exclude Indigo's liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors; or
13.1.2 fraud or fraudulent misrepresentation.
13.2 Subject to clause
13.1:
13.2.1 Indigo shall under no circumstances whatsoever be liable to the Customer, whether in
contract, delict, tort (including negligence), breach of statutory duty, or otherwise, for any loss
of profits, loss of anticipated savings, loss and/or corruption of data or any indirect or
consequential loss arising under or in connection with the Contract; and
13.2.2 Indigo's total aggregate liability to the Customer in respect of all other losses arising
under or in connection with the Contract, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, shall be the total amount paid by the Customer for the
Goods and Services supplied under the Contract and in no circumstances shall exceed £50,000
(FIFTY THOUSAND POUNDS STERLING).
13.3 For the avoidance of doubt, Indigo shall under no circumstances be liable to the
Customer for any alternative supplier’s charges, irrespective of whether the Customer has
appointed the alternative supplier due to a failure of the Goods and/or Services or for any
other reason.
13.4 This clause 13 shall survive termination of the Contract.
14 SUSPENSION OF SERVICES
14.1 Indigo may at its sole discretion upon giving written notice to the Customer elect to
suspend the supply of Services and/or all further deliveries of Goods under the Contract or any
other contract between the Customer and Indigo until further notice in the event:
14.1.1 of Customer Default (as defined in clause 9.3);
14.1.2 Indigo is entitled to terminate the Contract in accordance with clause 15;
14.1.3 Indigo is obliged to comply with an order, instruction or request of the UK Government,
an emergency services organisation, a provider of telecommunications or network establishing
services or any other competent administrative authority; or
14.1.4 Indigo is required to carry out emergency works to the network or any equipment
installed at the Customer’s premises for the purposes of the provision of the Services as
appropriate.
14.2 In accordance with clause 9.3.4, where Indigo suspends the supply of Services and/or all
further deliveries of Goods as a consequence of Customer Default, the Customer shall
reimburse Indigo for any costs, losses, claims, fines or damages sustained or incurred by
Indigo arising directly or indirectly from such suspension.
14.3 For the avoidance of doubt, Indigo’s decision to suspend the supply of Services and/or all
further deliveries of Goods under this clause 14 shall not prevent Indigo from terminating the
Contract.
15 TERMINATION
15.1 Without limiting its other rights or remedies, each party may terminate the Contract with
immediate effect by giving written notice to the other party if:
15.1.1 the other party commits a material breach of its obligations under this Contract and (if
such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in
writing to do so;
15.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to
pay its debts as they fall due or admits inability to pay its debtsor;
15.1.3 an application is made to court, or an order is made, for the appointment ofan
administrator or if a notice of intention to appoint an administrator is given or if an
administrator is appointed over the other party (being a company);
15.1.4 any event occurs, or proceeding is taken, with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to any of the events
mentioned in clause 15.1.2 or clause 15.1.3;
15.1.5 the other party suspends, threatens to suspend, ceases or threatens to cease to carry
on, all or substantially the whole of its business;
15.1.6 the other party's financial position deteriorates to such an extent that in Indigo's
opinion the Customer's capability to adequately fulfil its obligations under the Contract has
been placed in jeopardy; or
15.1.7 any licence, agreement, permission or consent which may be required for the Services
is revoked or ceases to have effect, which for the avoidance of doubt includes any automatic
dialler hire agreement or any licence which permits the Customer to operate its own
telecommunications system.
15.2 Without limiting its other rights or remedies, Indigo may terminate the Contract with
immediate effect by giving written notice to the Customer if the Customer fails to pay any
amount due under this Contract on the due date for payment.
15.3 On termination of the Contract for any reason:
15.3.1 the Customer shall immediately pay to Indigo all of Indigo's outstanding unpaid
invoices and interest;
15.3.2 Indigo shall submit an invoice, which shall be payable by the Customer immediately on
receipt;
(a) in respect of Services supplied but for which no invoice has yet been submitted; and
(b) in respect of Services which Indigo had contracted to provide during the remainder of the
Term and would have provided had the Contract not been terminated (“Remaining Services”)
but only in the case of termination by Indigo pursuant to Clauses 15.1 or 15.2;
15.3.3 the Customer shall reimburse Indigo for any Incentives that have been paid over the
Term;
15.3.4 the Customer shall return all of Indigo Materials and any Deliverables which have not
been fully paid for. If the Customer fails to do so, then Indigo may enter the Customer's
premises and take possession of them. 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 this Contract;
15.3.5 the accrued rights and remedies of the parties as at termination shall not be affected,
including the right to claim damages in respect of any breach of the Contract which existed at
or before the date of termination or expiry; and
15.3.6 clauses which expressly or by implication have effect after termination shall continue in
full force and effect.
15.4 The amount mentioned in clause
15.3.2(b) to be invoiced by Indigo for Remaining
Services shall be calculated by multiplying:
15.4.1 the number of months between the termination of the Contract and the expiry of the
Term; and
15.4.2 the average monthly amount invoiced by Indigo for the Services.
16 FORCE MAJEURE
16.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the
reasonable control of Indigo including but not limited to strikes, lock-outs or other industrial
disputes (whether involving the workforce of Indigo or any other party), failure of a utility
service or transport network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 Indigo shall not be liable to the Customer as a result of any delay or failure to perform its
obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents Indigo from providing any of the Services and/or
Goods for more than four weeks, Indigo shall, without limiting its other rights or remedies,
have the right to terminate this Contract immediately by giving written notice to the Customer.
17 GENERAL
17.1 Assignation and other dealings
17.1.1 Indigo may at any time assign, transfer, mortgage, charge, subcontract or deal in any
other manner with all or any of its rights under the Contract and may subcontract or delegate
in any manner any or all of its obligations under the Contract to any thirdparty.
17.1.2 The Customer shall not, without the prior written consent of Indigo, assign, transfer,
charge, subcontract, declare a trust over or deal in any other manner with all or any of its
rights or obligations under the Contract.
17.2 Notices
17.2.1 Any notice or other communication given to a party under or in connection with this
Contract shall be in writing, addressed to that party at its registered office (if it is a company)
or its principal place of business (in any other case) or such other address as that party may
have specified to the other party in writing in accordance with this clause, and shall be
delivered personally or sent by prepaid first-class post or other next working day delivery
service, or by commercial courier.
17.2.2 A notice or other communication shall be deemed to have been received:
(a) if delivered personally, when left at the address referred to in clause 17.2.1;
(b) if sent by pre-paid first class post or other next working day delivery service, 72 hours
after posting; or
(c) if delivered by commercial courier, on the date and at the time that the courier's delivery
receipt is signed.
17.3 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.
17.4 Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not
be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party
in exercising any right or remedy under the Contract or by law shall constitute a waiver of that
or any other right or remedy, nor prevent or restrict its further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy.
17.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or
joint venture between any of the parties, nor constitute either party the agent of another
party for any purpose. Neither party shall have authority to act as agent for, or to bind, the
other party in any way.
17.6 Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.7 Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction
of any additional terms and conditions shall be effective unless it is agreed in writing and
signed by Exsel.
17.8 Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with Scots law.
17.9 Jurisdiction
Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle
any dispute or claim arising out of or in connection with this Contract or its subject matter or
formation (including non-contractual disputes or claims).
18. DURATION
This agreement shall come into force and effect on the date the Contract is signed. The Contract period will start on the Connection Date and shall continue unless terminated by you or us in accordance with this Agreement. Following the initial Contract Period, this Agreement shall automatically renew for consecutive periods of one (1) year unless you have notified us of your intention to terminate this Agreement by giving us at least ninety (90) clear days prior written notice sent by Recorded Delivery Post to our place of business at Indigo House, Parkway Court, 291 Springhill Parkway, Glasgow Business Park, Glasgow G69 6GA, such notice to expire at the end of the Contract Period or at the end of each subsequent one (1) year term.