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Terms and Conditions of Business

1. Interpretation

1.1 The word “Company” means Insurgo Media Services Limited Registered Number 7044710

1.2 The word “Conditions” means the standard terms and conditions of business set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Customer.

1.3 The word “Customer” means the person who accepts a quotation from the Company for the sale of goods/services or whose order for the Goods/Services is accepted by the Company.

1.4 The word “Customer’s Agent” means the person(s) acting on behalf of the Customer from time to time (including the Customer’s client, sub-contractors or representatives)

1.5 The word “Goods” means the goods (including any instalment of goods or any parts of them) which the Company is to supply in accordance with these Conditions being any goods which the Company may supply to the Customer from time to time in accordance with these Conditions.

1.6 The words “Sale Confirmation” means the document issued by the Company which stipulates and confirms the order for the Goods and the price payable.

1.7 The word “Services” means the installation services carried out by the Company in respect of the Goods in accordance with these Conditions.

1.8 The word “Writing” includes letters, emails, facsimile transmission and other comparable means of communication or documentation.

1.9 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.10 The headings in these Conditions are for convenience sake and shall not affect their interpretation

2. Basis of Sale

2.1 The Company shall sell or hire to the Customer and the Customer shall purchase or hire the Goods/Services in accordance with any written Quotation of the Company, which is accepted by the Customer, or any written order of the Customer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2.2 No variation to these Conditions shall be binding unless expressly agreed in writing between the authorised representative of the Customer and the Director of the Company.

3. Specifications

3.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Company the necessary information relating to the Goods/Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.2 The quantity, quality and description of and any specification for the Goods/Services shall be those set out in the Quotation provided by the Company (if accepted by the Customer) or the Customer’s order (if accepted by the Company).

3.3 The Company reserves the right to make any changes in the specification of the Goods/Services which are required to confirm to any application statutory or EU requirements.

4. The Goods

4.1 The price of the Goods/Services shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s Confirmation of Sale on the date of acceptance of the order. E & OE applies.

4.2 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods/Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specifications for the Goods/Services which is requested by the Customer, or any delay caused by any infrastructure of the Customer or failure of the Customer to give the Company adequate information or instructions.

4.3 Except as otherwise stated in the terms of any Quotation or Confirmation of Sale of the Company, and unless otherwise agreed in writing between the Customer and the Company, all prices are given by the Company on an ex works basis and where the Company agrees to deliver the Goods/Services otherwise, than at the Company’s premises, the Customer shall be liable to pay the Company’s costs for transport, packaging and insurance.

4.4 Unless otherwise expressly agreed the cost price shown in any Quotation or current price lists of the Company is exclusive of value added tax and the cost of packaging and carriage which will be changes at the Company’s normal rates.

4.5 Unless otherwise expressly agreed, Goods supplied will be in accordance with the manufacturer’s normal designs and specifications current at the date of manufacture or delivery and the supply by the Company of Goods differing from any contractual or pre-contractual specifications or descriptions shall not be a breach of the Agreement between the Company and the Customer insofar as the Goods are of approximately equivalent performance to the Goods referred to in such specifications or descriptions.

5. Delivery of Goods

5.1 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in the delivery of Goods however caused. Time for delivery shall not be of the essence. The agreed dates for delivery are estimates only and a failure by the Company to comply with them shall not be a breach of these or any separate Terms and Conditions signed before or after this.

5.2 The Goods shall be at the Customer’s risk at the time of delivery or if the Customer has requested that they have arranged the collection of the Goods at their risk on the date that the Company has notified the Customer that the Goods are ready for collection as they will no longer be covered by our insurance.

5.3 The Customer is required to inspect the Goods upon receipt and to notify the Company of any defects or complaints within 24 hours.

6. Installation of Goods

6.1 Where Goods are installed by the Company it is the Customer’s responsibility to “make available” all necessary facilities required to undertake installation. The Customer is responsible for payment of all licenses, permits, way leaves, easements, mains electric power supply conducts sockets and such like as are necessary for the installation of the goods by the agreed date for the commencement of the installation and to provide all the necessary access, information and co-operation to enable the installation to proceed from that date.

7. Performance of Services

7.1 The Company shall endeavour to perform the Services in accordance with any timescales agreed between the Company and the Customer but time of performance of the Services shall not be of the essence unless expressly agreed in writing by the Company.

8. Force Majeure

8.1 The Company shall not be liable to the Customer for any failure to perform its obligations due to any circumstances beyond its control (including without limitations strikes, lock-outs, industrial disputes, failure or power supply delays caused by any other person, firm or company delays caused by manufactures of goods, riots, civil disturbances, war or war like activity, embargoes, fire, explosion, flood or natural causes) and in such event Insurgo may elect by written notice to cancel any agreement with the Customer or elect that the time for performance shall be extended until such time as Insurgo can reasonably effect performance.

9. Risk

9.1 Risk of damage or loss of Goods shall pass to the Customer:

9.1.1 in the case of Goods to be delivered at the Company’s premises – at the time when the Goods leave the Company’s premises; or

9.1.2 in the case of Goods to be delivered to an address other than the Company’s premises – at the time when the Goods arrive at the Customer’s designated delivery address.

10. Ownership of Goods

10.1 Notwithstanding the delivery and the passing of risk in the Goods or any other provision of these Terms and Conditions, the Goods shall remain the sole and absolute property of the Company and title to and legal and equitable ownership of the Goods shall not pass to the Customer until payment in full is received in full of all sums due to the Company in respect of the Goods; and all other sums of money which are or which became due to the Company from the Customer on any account and the Customer acknowledges that until such payment is made in full it is in possession of the Goods solely as fiduciary of the Company.

10.2 The Customer is licensed by the Company to use or to agree to sell the Goods provided that the entire proceeds or any sale of such goods are held in trust for the Company and are not mixed with other monies, debt clearance or paid into an overdrawn bank account and shall at all times be identifiable as Company money.

10.3 Until title of the Goods passes to the Customer the Goods shall be kept separate and distinct from all other property of the Customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to the Company and the Customer will not cause or permit or suffer any labels, badges, serial numbers or other means of identification to be removed or obscured.

10.4 Employees of the Company may for the purpose of recovering its Goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

11. Price and Payment

11.1 Unless otherwise expressly agreed, the price invoiced is payable on 30 days after the delivery of the Goods with full invoice. If the Customer does not take delivery, the total price is payable seven days after the Company has requested the Customer to take delivery. There may also be a reasonable charge for the care and storage of goods.

11.2 Time for payment is of the essence and if payment is not made within 30 days, the Company may enforce upon the Customer to pay interest per day from the date of the overdue invoice.

11.3 If payment should not be made in thirty days the Company will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to the Company) the sum of £250 plus VAT by way of liquidated damaged and as contribution to the administrative costs incurred by Insurgo in taking steps to secure payment.

11.4 Unless otherwise stated, all payments are to be made in sterling to the Company address and bank details as stated on invoice.

11.5 Where any agreement to supply Goods provides for Goods to be delivered by instalments which are to be separately billed and paid for, such agreement should not be severable and failure by the Customer to pay for or accept delivery of any instalment by the due date shall entitle the Company at its option to treat the whole agreement with the Customer as repudiated.

11.6 Price may be increased, or decreased, by the Company, at its discretion to take account of fluctuations in exchange rates or taxes or other price changes outside the control of the Company.

11.7 If any payment due to the Company is overdue for 30 days the Company shall then be deemed entitled (without prejudice to any other rights or remedies available to it) to stop any goods in transit and to cancel any further deliveries.

11.8 The price shall be payable without any deduction or set-off unless expressly agreed by a Director of the Company.

11.9 The Company shall only be liable for the total accumulative cost of a confirmed purchase order, unless otherwise agreed in writing with a director of the Company after the date of these terms signed. These terms supersede all previous agreements. Any future agreements will have a maximum of 30 days notice to any sale/contract. The Company no longer agree to rolling contracts, long term cancellations or other agreements designed to lock the Company into extra agreements outside of a purchase order value.

12. Warranties and Liabilities

12.1 Subject to the Conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of one year (unless otherwise agreed in writing from a Director of the Company) after the date shown on the specific invoice for the particular Goods. The Company further warrants that any Services performed shall be done so with reasonable skill and care.

12.2 The Company undertakes to credit the account of the Customer (if any) or to remedy free of charge by repair or replacement any defects in the goods covered under the manufacturers guarantee provided that the Customer notifies the Company promptly of such a defect and where the customer arranges for the prompt return to the Company of the defective goods at the Customers risk and expense.

12.3 Save as herein specifically provided and save to the extent that the same cannot be statute be excluded all conditions and warranties and representations express or implied statutory or otherwise in relation to the goods are hereby excluded. Nothing in this clause of these conditions shall exclude the undertakings implied by section 12 of the Sales of Goods Act 1979.

12.4 The Company does not exclude liability in respect of death or personal injury, which results from the negligence of Insurgo, its employees, agents and subcontractors.

12.5 The Company shall not be liable for any financial consequential of indirect loss suffered by the Customer or any third party whether such loss arises from breach of a duty in contract or tort or in any other way including without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contract, loss of data, damage to the property of the Customer or anyone else (other than damage caused by the negligence of the Company or any of its employees) and personal injury to the Customer or anyone else (except so far as such injury is attributable to the Company’s negligence).

12.6 To be valid any claim against the Company whether in contract or in tort must be brought within two years of the date of invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim was made.

13. Insolvency of Customer

13.1 If the Customer ceases to trade or enters into any arrangement with its creditors or shall become insolvent or has a receiver or administrative receiver appointed or a petition is presented or a resolution is passed for the winding up of the Customer (if the Customer is a Company) other than for the purpose of a solvent reconstruction or amalgamation previously notified to the Company, the Company shall then be deemed entitled (without prejudice to any other rights or remedies available to it) to stop any goods in transit and to cancel any further deliveries.

14. Waiver

14.1 If the Customer shall be in breach of any of these conditions then failure by the Company to require the Customer to rectify the same shall not create any assumption that such a breach has been waived by the Company.

15. Notices

15.1 All demands, notices and other communications shall be in writing and be addressed to the Company at its address shown on invoices delivered by it and to the Customer at the address given by it for delivery and invoices (or as subsequently notified by one to the other in writing) and shall be deemed to be duly given or made by letter 48 hours after being posted by first class postage pre-paid or if delivered by hand at the time of delivery or if given or made by telex when the Sender shall receive the answer back of the person to whom it was sent.

16. Restore Tape Products

16.1 The Company warrants that any tape products supplied are free from defects in material and manufacture at time of purchase. If any defects appear during the life of the product, this will be referred to the said manufacturer and dealt with under their limited lifetime warranty clause. This warranty does not apply to product failing as a result of ordinary use, misuse, abuse, accident, neglect or mishandling, improperly adjusted or maintained drives or incorrect environments.

16.2 Both the Company or the manufacturer shall not be liable for any indirect, special, incidental or consequential loss or damage (including without limitation damages for loss of profits, savings or recreating data) in any way related to the product.

16.3 The Company will take on the responsibility of investigating product defects free of charge to determine issues. The product carries a 90 day money back guarantee from date of receipt continued with a lifetime replacement warranty if stock is readily available within 30 days; failing this a full refund will be given. If it is deemed that a “Restore tape product” supplied by the Company has caused damage to customer equipment, we will cover the costs within reason in its entirety providing reasonable steps were taken to limit the damages caused. This will not include the costs of re-creating data but a free of charge service of data recovery routines will be provided to support the Customer.

16.4 The total cumulative liability of any sale arising out of the Company’s connection with these Terms and Conditions, whether in breach of contract or in tort, will in no event exceed the amount to be paid to Customers by the Company under each individual/separate sales agreement herewith. This limit of liability will not apply to any fraudulent misrepresentation or for death or personal injury caused by negligence.

17. Directors Personal Guarantee and Indemnity

17.1 By signing these Terms and Conditions of Business you are entering into this Guarantee, you might become liable instead of or as well as the borrower. The Customer should seek independent legal advice before entering into this Guarantee:

17.1.2 The Guarantor has agreed to enter a Director of the Customer into this Guarantee and indemnity for the purpose of providing credit support to the Company for the Borrower’s liabilities from time to time outstanding to the Company.

Interpretation:

The definitions and rules of interpretation in this clause apply in this guarantee.

Business Day: a day (other than a Saturday or a Sunday) on which commercial banks are open for general business in London.

Guaranteed Liabilities: all monies, debts and liabilities of any nature from time to time due, owing or incurred by the Borrower to the Company on any account under or in connection with any present or future facilities provided by the Company to the Borrower.

Rights: any Security or other right or benefit whether arising by set-off, counterclaim, subrogation, indemnity, proof in liquidation or otherwise and whether from contribution or otherwise.

Security: a mortgage, charge, pledge, lien or other security interest securing any obligation of any person, or any other agreement having a similar effect.

Tax: all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction and any penalty, fine, surcharge, interest, charges or costs relating to them.

Warranties: the representations and warranties set out in the Schedule.

1.2 Clause and schedule headings do not affect the interpretation of this guarantee.

1.3 A person includes a corporate or unincorporated body (whether or not having a separate legal personality).

1.4 Words in the singular shall include the plural and vice versa.

1.5 A reference to one gender shall include a reference to the other genders.

1.6 A reference to this guarantee (or any specified provision of it) or any other document shall be construed as a reference to this deed of guarantee, that provision or that document as in force for the time being and as amended, varied, supplemented or novated from time to time.

1.7 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it and any former statute or statutory provision which it amends or re-enacts.

1.8 A reference to writing or written includes faxes but not e-mails.

1.9 References to clauses and schedules are to the clauses and schedules of this guarantee.

1.10 Unless the context requires otherwise the expression the Company shall include its successors in title and/or assigns.

2. GUARANTEE AND INDEMNITY

2.1 In consideration of the Company making or giving credit facilities, accommodation or time to the Borrower as the Company in its absolute discretion sees fit, the Guarantor guarantees to the Company to pay on demand the Guaranteed Liabilities.

2.2 If the Guaranteed Liabilities are not recoverable from the Borrower by reason of illegality, incapacity, lack or exceeding of powers, ineffectiveness of execution or any other reason, the Guarantor shall remain liable under this guarantee for the Guaranteed Liabilities as if he were a principal debtor.

2.3 The Guarantor as principal obligor and as a separate and independent obligation and liability from his obligations and liabilities under clause 2.1 agrees to indemnify and keep indemnified the Company in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Company arising out of, or in connection with, any failure of the Borrower to perform or discharge any of its obligations or liabilities in respect of the Guaranteed Liabilities.

3. COMPANY PROTECTIONS

3.1 This guarantee is and shall at all times be a continuing security and shall cover the ultimate balance from time to time owing to the Company by the Borrower in respect of the Guaranteed Liabilities.

3.2 The liability of the Guarantor under this guarantee shall not be reduced, discharged or otherwise adversely affected by:

(a) any intermediate payment, settlement of account or discharge in whole or in part of the Guaranteed Liabilities; or

(b) any variation, extension, discharge, compromise, dealing with, exchange or renewal of any right or remedy which the Company may now or after the date of this guarantee have from or against any of the Borrower and any other person in connection with the Guaranteed Liabilities; or

(c) any act or omission by the Company or any other person in taking up, perfecting or enforcing any Security, indemnity, or guarantee from or against the Borrower or any other person; or

(d) any termination, amendment, variation, novation or supplement of or to any of the Guaranteed Liabilities; or

(e) any grant of time, indulgence, waiver or concession to the Borrower or any other person; or

(f) any insolvency, bankruptcy, liquidation, administration, winding up, incapacity, limitation, disability, the discharge by operation of law, or any change in the constitution, name or style of the Borrower or any other person; or

(g) any invalidity, illegality, unenforceability, irregularity or frustration of any actual or purported obligation of, or Security held from, the Borrower or any other person in connection with the Guaranteed Liabilities; or

(h) any claim or enforcement of payment from the Borrower or any other person; or

(i) any act or omission which would not have discharged or affected the liability of the Guarantor had he been a principal debtor instead of a guarantor or indemnifier or by anything done or omitted by any person which, but for this provision, might operate to exonerate or discharge the Guarantor or otherwise reduce or extinguish his liability under this guarantee.

3.3 The Company shall not be obliged before taking steps to enforce any of its rights and remedies under this Guarantee:

(a) to take any action or obtain judgment in any court against the Borrower or any other person; or

(b) to make or file any claim in a bankruptcy, liquidation, administration or insolvency of the Borrower or any other person; or

(c) to make demand, enforce or seek to enforce any claim, right or remedy against the Borrower or any other person.

3.4 The Guarantor warrants to the Company that he has not taken or received, and shall not take, exercise or receive the benefit of any Rights from or against the Borrower, its liquidator, an administrator, co-guarantor or any other person in connection with any liability of, or payment by, the Guarantor under this guarantee but:

(a) if any of the Rights is taken, exercised or received by the Guarantor, those Rights and all monies at any time received or held in respect of those Rights shall be held by the Guarantor on trust for the Company for application in or towards the discharge of the Guaranteed Liabilities under this guarantee; and

(b) on demand by the Company, the Guarantor shall promptly transfer, assign or pay to the Company all other Rights and all monies from time to time held on trust by the Guarantor under this clause 3.4.

3.5 This guarantee is in addition to and shall not affect nor be affected by or merge with any other judgment, Security, right or remedy obtained or held by the Company from time to time for the discharge and performance of the Borrower of the Guaranteed Liabilities.

INTEREST

4.1 The Guarantor shall pay interest to the Company after as well as before judgment at the annual rate which is 8% above the base rate of Lloyds TSB on all sums demanded under this guarantee from the date of demand by the Company or, if earlier, the date on which the relevant damages, losses, costs or expenses arose in respect of which the demand has been made, until, but excluding, the date of actual payment.

4.2 Interest under clause 4.1 shall accrue on a day-to-day basis calculated by the Company upon such terms as the Company may from time to time determine and shall be compounded on the last Business Day of each month.

4.3 The Company shall not be entitled to recover any amount in respect of interest under both this guarantee and any arrangements entered into between the Borrower and the Company in respect of any failure by the Borrower to make any payment in respect of the Guaranteed Liabilities.

COSTS

The Guarantor shall on a full indemnity basis pay to the Company on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any valued added tax on those costs and expenses) which the Company incurs in connection with:

(a) the preparation, negotiation, execution and delivery of this guarantee;

(b) any actual or proposed amendment, variation, supplement, waiver or consent under or in connection with this guarantee;

(c) any discharge or release of this guarantee;

(d) the preservation, or exercise and enforcement, of any rights under or in connection with this guarantee or any attempt so to do; and

(e) any stamping or registration of this guarantee.

REPRESENTATIONS AND WARRANTIES

6.1 The Guarantor represents and warrants that the Warranties are true and correct on the date of this guarantee.

ACCOUNTS

7.1 The Company may place to the credit of a suspense account any monies received under or in connection with this guarantee in order to preserve the rights of the Company to prove for the full amount of all its claims against the Borrower or any other person in respect of the Guaranteed Liabilities.

7.2 The Company may at any time and from time to time apply all or any monies held in any suspense account in or towards satisfaction of any of the monies, obligations and liabilities the subject of this guarantee as the Company, in its absolute discretion, may conclusively determine.

7.3 If this guarantee ceases for any reason whatsoever to be continuing, the Company may open a new account or accounts in the name of the Borrower.

7.4 If the Company does not open a new account or accounts pursuant to clause 7.3, it shall nevertheless be treated as if it had done so at the time that this guarantee ceased to be continuing whether by termination, calling in or otherwise, in relation to the Borrower.

7.5 As from the time of opening or deemed opening of a new account or accounts, all payments made to the Company by or on behalf of the Borrower shall be credited or be treated as having been credited to the new account or accounts and shall not operate to reduce the amount for which this guarantee is available at that time, nor shall the liability of the Guarantor under this guarantee in any manner be reduced or affected by any subsequent transactions, receipts or payments.

TERMINATION

8.1 The Guarantor may terminate this guarantee at any time by notice to the Company with effect from the date (Termination Date) specified in that notice to be not less than three calendar months after the notice is actually received by the Company.

8.2 Notwithstanding any notice of termination given under clause 8.1, the liability of the Guarantor under this guarantee shall continue in full force and effect in relation to all Guaranteed Liabilities which:

(a) have become due on or before the Termination Date; and

(b) may become due, owing or incurred by the Borrower to the Company pursuant to any transaction, dealing commitment or other engagement entered into or effected either:

(i) prior to the Termination Date; or

(ii) on or after the Termination Date pursuant to any commitment, expressed or implied, assumed or undertaken by the Company to the Borrower prior to the Termination Date.

DISCHARGE CONDITIONAL

9.1 Any release, discharge or settlement between the Guarantor and the Company in relation to this guarantee shall be conditional on no right, Security, disposition or payment to the Company by the Guarantor, the Borrower or any other person in respect of the Guaranteed Liabilities being avoided, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason.

9.2 If any right, Security, disposition or payment referred to in clause 9.1 is avoided, set aside or ordered to be refunded, the Company shall be entitled subsequently to enforce this guarantee against the Guarantor as if such release, discharge or settlement had not occurred and any such right, Security, disposition or payment had not been given or made

PAYMENTS

10.1 All sums payable by the Guarantor under this guarantee shall be paid in full to the Company in the currency in which the Guaranteed Liabilities are payable:

(a) without any set-off, condition or counterclaim whatsoever; and

(b) free and clear of any deductions or withholdings whatsoever except as may be required by law or regulation which is binding on the Guarantor.

10.2 If any deduction or withholding is required by any law or regulation to be made by the Guarantor, the amount of the payment due from the Guarantor shall be increased to an amount which (after making any deduction or withholding) leaves an amount equal to the payment which would have been due if no deduction or withholding had been required.

10.3 The Guarantor shall promptly deliver or procure delivery to the Company of all receipts issued to him evidencing each deduction or withholding which he has made.

10.4 The Guarantor shall not and may not direct the application by the Company of any sums received by the Company from the Guarantor under, or pursuant to, any of the terms of this guarantee.

TRANSFER

11.1 This guarantee is freely assignable or transferable by the Company.

11.2 The Guarantor may not assign any of his rights and may not transfer any of his obligations under this guarantee or enter into any transaction which would result in any of those rights or obligations passing to another person.

EVIDENCE OF AMOUNTS AND CERTIFICATES

Any certificate, determination or notification by the Company as to a rate or any amount payable under this guarantee is (in the absence of manifest error) conclusive evidence of the matter to which it relates and shall contain reasonable details of the basis of determination.

REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS

13.1 Any amendment to this guarantee shall be in writing and signed by or on behalf of each party.

13.2 Any waiver of any right or consent given under this guarantee is only effective if it is in writing and signed by the waiving or consenting party, and applies only in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.

13.3 No delay or failure to exercise any right under this guarantee shall operate as a waiver of that right.

13.4 No single or partial exercise of any right under this guarantee shall prevent any further exercise of the same or any other right under this guarantee.

13.5 Rights and remedies under this guarantee are cumulative and not exclusive of any rights or remedies provided by law or otherwise.

SEVERANCE

14.1 The invalidity, unenforceability or illegality of any provision (or part of a provision) of this guarantee under the laws of any jurisdiction shall not affect the validity, enforceability or legality of the other provisions.

14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

THIRD PARTY RIGHTS

A person who is not a party to this guarantee shall have no rights to enforce or enjoy the benefit of any term of this guarantee under the Contracts (Rights of Third Parties) Act 1999.

COUNTERPARTS

This guarantee may be executed and delivered in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

NOTICES

17.1 Every notice, request, demand, or other communication under this guarantee shall be:

(a) in writing, delivered personally or sent by pre-paid first-class letter or fax (confirmed by letter); and

(b) sent:

(i) to the Guarantor

(ii) to the Company

or to such substitute address or fax number notified by one party to the other in accordance with clause 17.

17.2 Any notice or other communication given by the Company shall be deemed to have been received:

(a) if sent by fax, with a confirmation of transmission, on the day on which it is transmitted;

(b) if given by hand, on the day of actual delivery; and

(c) if posted, on the second Business Day following the day on which it was dispatched by pre-paid first-class post,

provided that a notice given as described in clause 17.2(a) or clause 17.2(b) on a day which is not a Business Day (or after normal business hours in the place of receipt) shall be deemed to have been received on the next Business Day.

17.3 Any notice or other communication given to the Company shall be deemed to have been given only on actual receipt by the Company.

GOVERNING LAW AND JURISDICTION

18.1 This guarantee 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, the law of England and Wales.

18.2 The parties to this guarantee irrevocably agree that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this guarantee or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of the Company to take proceedings against the Guarantor in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Schedule Representations and warranties

CAPACITY

The Guarantor has the capacity to execute, deliver and perform his obligations under this guarantee and the transactions contemplated by them.

2. DIRECTOR

The Guarantor is a director of the Borrower.

3. NON-CONTRAVENTION

The execution, delivery and performance of the obligations in, and transactions contemplated by, this guarantee does not and will not contravene any agreement or instrument binding on the Guarantor or his assets, or any applicable law or regulation.

4. AUTHORISATIONS

The Guarantor has taken all necessary action and obtained all required or desirable consents to enable him to execute, deliver and perform his obligations under this guarantee and to make this guarantee admissible in evidence in England and Wales. Any such authorisations are in full force and effect.

5. BINDING OBLIGATIONS

The Guarantor’s obligations under this guarantee are, subject to any general principles of law limiting obligations, legal, valid, binding and enforceable.

6. LITIGATION

No litigation, arbitration or administrative proceedings are taking place, pending or, to the Guarantor’s knowledge, threatened against him or any of his assets.

7. ASSETS NOT IMMUNE TO ACTION

None of the Guarantor’s assets is entitled to immunity on any grounds from any legal action or proceeding (including, without limitation, suit, attachment prior to judgment, execution or other enforcement).

8. NO DEFAULT

No event or circumstance is outstanding which constitutes a default under any deed or instrument which is binding on the Guarantor, or to which his assets are subject, which might have a material adverse effect on the Guarantor’s ability to perform his obligations under this guarantee.

9. RANKING OF OBLIGATIONS

The Guarantor’s payment obligations under this guarantee rank at least pari passu with the claims of all his other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law generally.

18. General

18.1 The Customer agrees that it shall at all times comply with all applicable laws, including but not limited to ensuring that the Customer and the Customer’s Agent shall not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 (as may be amended from time to time).

18.2 Nothing in these Terms and Conditions confers on anyone other than the parties to it any right pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.3 The Contract shall be governed by the laws of England and Wales, and the Customer agrees to submit to the exclusive jurisdiction of the English Courts.


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