15.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing,
or failure to perform, any of its obligations under the Contract if such delay or failure result from events,
circumstances or causes beyond its reasonable control.
15.2 Assignment and other dealings.
(a) The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over
or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Delegate shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over
or deal in any other manner with any of its rights and obligations under the Contract.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential
information concerning the business, affairs, customers, clients or suppliers of the other party, except as
permitted by Clause 15.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such
information for the purposes of carrying out the party’s obligations under the Contract. Each party shall
ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the
other party’s confidential information comply with this
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory
(c) Neither party shall use the other party’s confidential information for any purpose other than to
perform its obligations under the Contract.
15.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes
all previous agreements, promises, assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no
remedies in respect of, any statement, representation, assurance or warranty (whether made innocently
or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for
innocent or negligent misrepresentation based on any statement in the Contract.
15.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in
writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver
of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any
other right or remedy. No single or partial exercise of any right or remedy provided under the Contract
or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.6 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.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be
delivered by hand or by pre-paid first-class post or other next working day delivery service at its
registered office (if a company) or its principal place of business (in any other case); or sent by email to
the address specified in the booking form (delegate), email@example.com (Company).
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the
second Business Day after posting; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place
of receipt, when business hours resume. In this
, business hours means 9.00am to
5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action
or, where applicable, any other method of dispute resolution.
15.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter or formation shall be governed by and
construed in accordance with the law of England and Wales.
15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with the Contract or its subject matter or formation.