The following terms and conditions refer to Rise & Amplify Limited (‘The Agency’) and its relationship with its clients and potential clients (‘The Client’). All work is carried out by Rise & Amplify Limited on the understanding that the client has agreed to Rise & Amplify Limited’s terms and conditions detailed below:

The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Additional Services: any additional services which Rise & Amplify agrees to provide in accordance with clause 3.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between Rise & Amplify and the Client for the supply of Services in accordance with these Conditions.
Contract Year: each 12-month period starting on the Commencement Date or an anniversary of it.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Client: the person or firm who purchases Services from Rise & Amplify.
Client Default: has the meaning set out in clause 4.6.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
Deliverables: the deliverables set out in the Quote and/or Scope of Work produced by Rise & Amplify for the Client.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
Order: the Client’s written acceptance of the Quote.
Quote: the written quotation for the Services produced by Rise & Amplify for the Client.
Rise & Amplify: Rise & Amplify Limited, a company registered in England and Wales with company number 06406468 and whose registered office is at Suite S31 Northwich Business Centre, Meadow Street, Northwich, CW9 5BF.
Rise & Amplify’s Materials: has the meaning set out in clause 4.1(f).
Services: the services, including the Deliverables, supplied by Rise & Amplify to the Client as set out in the Quote and the Scope of Work and the Additional Services (if any).
Scope of Work: the description of the Services provided in writing by Rise & Amplify to the Client.
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.

2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Rise & Amplify issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Rise & Amplify, and any descriptions or illustrations contained in Rise & Amplify’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by Rise & Amplify shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.6 These Conditions and the Quote and the Scope of Work will be deemed to be accepted unless the Client has notified Rise & Amplify otherwise in writing.

3.1 Rise & Amplify shall supply the Services to the Client in accordance with the Scope of Work and/or Quote (as applicable) in all material respects. However, any hosting services will be provided by SiteGround Hosting Ltd. a company registered in England and Wales under Company Registration Number 09348602 (SiteGround). Rise & Amplify reserves the right to change the supplier of hosting services from time to time at its discretion.
3.2 Rise & Amplify shall use all reasonable endeavours to meet any performance dates specified in the Scope of Work and/or Quote (as applicable), but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Rise & Amplify reserves the right to amend the Scope of Work and/or Quote (as applicable) if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Rise & Amplify shall notify the Client in any such event.
3.4 Rise & Amplify warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 The Quote may be based upon Rise & Amplify’s hourly rates from time to time. If the Quote is based on an hourly rate, Rise & Amplify keep track of the time spent on the supply of the Services using project management software. If the Quote is based on an hourly rate, Rise & Amplify will notify the Client when the time has been used up. After this or if the work required is additional from that set out in the Scope of Work and/or Quote (as applicable) Rise & Amplify reserve the right to make additional charges to complete the project. Rise & Amplify shall provide the Client with a written estimate of the change to the Charges in respect of the project completion. The increase in Charges as a result of the additional time will be deemed to be accepted by the Client unless the Client has notified Rise & Amplify otherwise in writing.
3.6 Each party shall notify the other as soon as reasonably practicable if it becomes apparent that Additional Services are likely to be required, and such notice will identify the required services. As soon as reasonably practicable after receiving or sending the notice (as applicable), Rise & Amplify shall provide the Client with a written estimate of the change to the Charges in respect of the Additional Services. The increase in Charges as a result of the Additional Services will be deemed to be accepted by the Client unless the Client has notified Rise & Amplify otherwise in writing.
3.7 Additional Services may arise as a result of the following:
(a) a change in the scope, size, complexity or duration of the Services;
(b) any material delay or disruption to the Services; or
(c) any other reason.
3.8 Any Charges payable by the Client in respect of Additional Services shall be included in the next invoice following performance of the Additional Services.

4.1 The Client shall:
(a) ensure that the terms of the Quote, any deadlines and any information in the Scope of Work and any information it provides to Rise & Amplify are complete and accurate;
(b) co-operate with Rise & Amplify in all matters relating to the Services;
(c) provide Rise & Amplify, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by Rise & Amplify;
(d) provide Rise & Amplify with such information and materials as Rise & Amplify may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) keep all materials, equipment, documents and other property of Rise & Amplify (Rise & Amplify’s Materials) at the Client’s premises in safe custody at its own risk, maintain Rise & Amplify’s Materials in good condition until returned to Rise & Amplify, and not dispose of or use Rise & Amplify’s Materials other than in accordance with Rise & Amplify’s written instructions or authorisation; and
(g) check all design proofs supplied by Rise & Amplify including for spelling, punctuation, dimensions and imagery;
(h) comply with any additional obligations as set out in the Scope of Work.
4.2 The Client should email Rise & Amplify approval of the design proof.
4.3 Rise & Amplify shall not be liable for any losses in connection with design proofs that have been approved by the Client.
4.4 The Client shall take adequate measures to ensure that their website or any system operated or provided to them by Rise & Amplify shall not be used for the transmission of computer viruses or any obscene, defamatory, abusive or illegal material.
4.5 Failure to supply all the information required by Rise & Amplify may delay the project and result in increased costs for the Client.
4.6 If Rise & Amplify’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, Rise & Amplify shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Rise & Amplify’s performance of any of its obligations;
(b) Rise & Amplify shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Rise & Amplify’s failure or delay to perform any of its obligations as set out in this clause 4.6; and
(c) the Client shall reimburse Rise & Amplify on written demand for any costs or losses sustained or incurred by Rise & Amplify arising directly or indirectly from the Client Default.
4.7 During the term of the Contract and for a period of 12 months after termination or expiry of this agreement, the Client shall not, without the prior written consent of Rise & Amplify:
(a) solicit or entice away (or attempt to solicit or entice away) any Restricted Person from the employment or service of Rise & Amplify other than by means of a public recruitment campaign open to all-comers and not specifically targeted at the staff of Rise & Amplify; or
(b) employ or engage any Restricted Person.
Restricted Person means any person employed or engaged by Rise & Amplify during the term of the Contract who is or has been involved in the provision of the Services or the management of this Contract.
4.8 If the Client commits any breach of clause 4.7, the Client shall, on demand, pay to Rise & Amplify a sum equal to 150% of one year’s basic salary that was payable by Rise & Amplify to the Restricted Person, plus the recruitment costs incurred by Rise & Amplify in replacing that person.
4.9 If the Client is being provided with hosting services through Siteground it should comply with all Siteground’s terms, policies and procedures, details of which are available on their website at www.siteground.co.uk.

5.1 The Charges for the Services shall be as set out in the Quote. To the extent that the Charges are not set out in the Quote, Rise & Amplify will be entitled to charge Charges based on its current hourly rates (which are available on request) and the time it has spent on the matter.
5.2 Rise & Amplify shall be entitled to charge the Client up to 100% of the Charges prior to commencement of the supply of the Services. This may be the case where the Client is new to Rise & Amplify or the Services are lengthy and/or complex or the Client has a poor payment history or for any other reason at the sole discretion of Rise & Amplify. If such payment is requested, then this shall be payable by the Client prior to commencement of the supply of the Services, with any balance being paid on completion of the Services.
5.3 Rise & Amplify shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Rise & Amplify engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Rise & Amplify for the performance of the Services, and for the cost of any materials.
5.4 Rise & Amplify shall be entitled to charge the Client for any expenses reasonably incurred in connection with photography, stock images, copywriting, fonts, website plugins and website services’ licences.
5.5 Rise & Amplify reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
5.6 Subject to clause 5.2, Rise & Amplify shall invoice the Client on completion of the Services.
5.7 If the native artwork files are requested by the Client, Rise & Amplify reserve the right to charge a release fee of 25% of the total Charges or £350, whichever the higher.
5.8 The Client shall pay each invoice submitted by Rise & Amplify:
(a) within 30 days of the date of the invoice unless otherwise agreed by Rise & Amplify in writing; and
(b) in GB pounds sterling and in full and in cleared funds to a bank account nominated in writing by Rise & Amplify, and
time for payment shall be of the essence of the Contract.
5.9 All amounts payable by the Client 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 Rise & Amplify to the Client, the Client shall, on receipt of a valid VAT invoice from Rise & Amplify, pay to Rise & Amplify such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.10 If the Client fails to make a payment due to Rise & Amplify under the Contract by the due date, then, without limiting Rise & Amplify’s remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.10 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Rise & Amplify.
6.2 Rise & Amplify grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.
6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Client grants Rise & Amplify a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Rise & Amplify for the term of the Contract for the purpose of providing the Services to the Client.
6.5 Rise & Amplify shall not be liable for use of the Deliverables for any purpose other than that for which they were prepared and/or provided.
6.6 The Client:
(a) warrants that the supply, receipt and use of the materials provided by the Client in the performance of this agreement by Rise & Amplify shall not infringe the Intellectual Property Rights of any third party; and
(b) shall indemnify Rise & Amplify against all Losses incurred by Rise & Amplify as a result of any claim that the supply, receipt or use of the materials provided by the Client infringes the Intellectual Property Rights of any third party.
6.7 Rise & Amplify shall have the right to refuse to undertake any work that infringes or appears to infringe the Intellectual Property Rights of any third party.

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
7.2 Without prejudice to the generality of Clause 7.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) from and to Rise & Amplify for the duration and purposes of the Contract.
7.3 Any data that you provide to SiteGround will be subject to their privacy notice. A copy of this can be found on their website at www.siteground.co.uk.
7.4 The Client agrees to indemnify and keep indemnified Rise & Amplify and defend at its own expense against all costs, claims, damages or expenses incurred by Rise & Amplify or for which Rise & Amplify may become liable due to any failure by the Client or its employees or agents to comply with any of its obligations under this clause 7.

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to clause 8.3 (Liabilities which cannot legally be limited), Rise & Amplify’s total liability to the Client shall not exceed 125% of the Charges paid or payable to Rise & Amplify in that Contract Year.
8.5 Subject clause 8.2 (No limitation of Client’s payment obligations) and clause 8.3 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.6 Rise & Amplify has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.7 None of Rise & Amplify’s employees, directors or consultants individually has a contract with the Client or owes the Client a duty of care or personal responsibility. The Client agrees that it will not bring any claim against any such individuals personally in connection with the Services.
8.8 Unless the Client notifies Rise & Amplify that it intends to make a claim in respect of an event within the notice period, Rise & Amplify shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.9 Rise & Amplify shall not be liable for any amendments made to any of the Services and/or Deliverables by any third party.
8.10 Rise & Amplify shall not be liable for the maintenance, monitoring or upkeep of the Client’s website unless that work is included in the Services that Rise & Amplify are supplying to the Client.
8.11 Rise & Amplify does not guarantee that a website designed by them for the Client will not alter within the confines of non-specified browsers or monitor dimensions and therefore Rise & Amplify shall not be held liable for any such changes.
8.12 Rise & Amplify does not guarantee the correct functionality of a website designed by them for the Client in different browsers or across different operating systems, updated versions of web content management systems (e.g. WordPress) or devices.
8.13 Rise & Amplify does not guarantee any search engine optimisation or answer engine optimisation and therefore Rise & Amplify shall not be held liable for any failure of the Client’s website to be and/or remain ranked highly on Google or any other search engine.
8.14 Rise & Amplify shall not be liable for any acts or omissions of the supplier of the hosting services and/or the hosting of the Client’s website where the hosting is provided by a third party.
8.15 This clause 8 shall survive termination of the Contract.

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months’ written notice.
9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, Rise & Amplify may terminate the Contract with immediate effect by giving written notice to the Client if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Client.
9.4 Without affecting any other right or remedy available to it, Rise & Amplify may suspend the supply of Services under the Contract or any other contract between the Client and Rise & Amplify if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in clause 9.2(c) or clause 9.2(d), or Rise & Amplify reasonably believes that the Client is about to become subject to any of them; and
(c) Rise & Amplify reasonably believes that the Client is about to become subject to any of the events listed in clause 9.2(b).

10.1 On termination or expiry of the Contract:
(a) the Client shall immediately pay to Rise & Amplify all of Rise & Amplify’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Rise & Amplify shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of Rise & Amplify’s Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Rise & Amplify may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) Rise & Amplify 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 Client 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 without the prior written consent of Rise & Amplify.
11.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 11.3(b) and clause 11.3(c).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, 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, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) The Client allows Rise & Amplify to place a small credit on printed material or a link to Rise & Amplify’s website in the footer of the Client’s website and the Client further allows Rise & Amplify to place examples of all work along with a link to the Client’s website (where applicable) on Rise & Amplify’s website and social media for promotional purposes.
(d) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
(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 or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or 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.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Scope of Work.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(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; or
(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 clause 11.8(b)(iii), 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 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights.
(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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.