When we do business with you, the standard terms and conditions below are an important part of the contract between you, the customer, and Nonacus. They set out each of our legal rights and responsibilities, and other information required by law.

Some important points are:  

  • Purchase orders must quote the relevant design ID for custom-made products
  • Orders for custom-made products cannot be changed or cancelled once we have accepted your design: if you want to change the design or cancel the order, the full fee will still be payable 
  • Orders for catalogue-listed products may only be changed or cancelled at our discretion, in which case a restocking charge of 30% of the price will be payable
  • Nonacus may require payment up front in certain circumstances
  • Nonacus retains all rights in the deliverables (which includes data we produce) until the invoice is paid.

The above is a summary of a few key terms. It is not intended to replace the complete standard terms and conditions below, which you should read carefully.

 

Standard terms and conditions of business

 

1. Definitions and interpretation

1.1 In these Conditions the following definitions apply:

 

Applicable Law

means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

 

Bribery Laws

means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;

 

Business Day

means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

 

Conditions

means Nonacus’s terms and conditions of sale set out in this document;

 

Confidential Information

means any data, scientific, commercial, financial or technical information, information relating to the Deliverables, designs, algorithms, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;

 

Contract

means this agreement between Nonacus and the Customer for the sale and purchase of the Deliverables incorporating these Conditions, any Order Acknowledgement, and the Order;

 

Controller

shall have the meaning given in applicable Data Protection Laws from time to time;

 

Customer

means the named party in the Contract which has agreed to purchase the Deliverables from Nonacus and whose details are set out in the Order;

 

Custom Deliverables

means Deliverables which are designed (to any extent) by or on behalf of the Customer in order to meet its requirements, including by use of Nonacus’ design tool on its website or a Nonacus employee

 

Data Protection Laws

means, as binding on either party or the Services:

(a) the GDPR;

(b) the Data Protection Act 2018;

(c) any laws which implement any such laws; and

(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

 

Data Subject

shall have the meaning in applicable Data Protection Laws from time to time;

 

Deliverables

means the Goods or Services or both as the case may be;

 

Force Majeure

means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Nonacus’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

 

GDPR

means the General Data Protection Regulation, Regulation (EU) 2016/679;

 

Goods

means the goods, data and other physical material set out in the Order and to be supplied by Nonacus to the Customer in accordance with the Contract;

 

Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not

(b) including any applications to protect or register such rights

(c) including all renewals and extensions of such rights or applications

(d) whether vested, contingent or future

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

 

Location

means the address or addresses for delivery of the Goods as set out in the Order Acknowledgement (if any) or Order, or such other address as notified by Nonacus to the Customer prior to shipping;

 

MSA Offence

has the meaning given in clause 11.2.1;

 

Nonacus

means Nonacus Limited, whose registered office is at BioHub Birmingham, Birmingham Research Park, Vincent Drive, Birmingham, B15 2SQ, UK;

 

Order

means the Customer’s purchase order for the Deliverables;

 

Order Acknowledgement

if any, means Nonacus’s written acceptance of the relevant Order;

 

Personal Data

has the meaning given in the applicable Data Protection Laws from time to time;

 

Price

has the meaning given in clause 3.1;

 

processing

has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);

 

Processor

has the meaning given to it in applicable Data Protection Laws from time to time;

 

Protected Data

means Personal Data received from or on behalf of the Customer in connection with the performance of Nonacus’s obligations under the Contract;

 

Services

means the services set out in the Quotation   to be supplied by Nonacus to the Customer in accordance with the standard terms and conditions or as agreed by Contract;

 

Sub-Processor

means any agent, subcontractor or other third party (excluding its employees) engaged by Nonacus for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;

 

VAT

means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables; and

 

1.2 In these Conditions, unless the context otherwise requires:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

1.2.3 a reference to a ‘party’ means either Nonacus or the Customer and includes that party’s personal representatives, successors and permitted assigns; and

1.2.4 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.

 

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between Nonacus and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Nonacus otherwise agrees in writing.

2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing between the parties.

2.4 Each Order by the Customer to Nonacus shall be an offer to purchase the Deliverables subject to the Contract including these Conditions and, in the case of Custom Deliverables, shall quote the relevant design ID.

2.5 Nonacus may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:

2.5.1 Nonacus issuing an Order Acknowledgement or other written acceptance of the Order confirming, in the case of Custom Deliverables, acceptance of the custom design ID; or

2.5.2 Nonacus delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).

2.6 Nonacus may issue quotations to the Customer from time to time. Quotations are invitations to treat only and are only valid for a period of 30 Business Days from date of issue. Quotations are not an offer to supply Deliverables, and are incapable of being accepted by the Customer. 

2.7 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

2.8 Any advice or recommendation given by Nonacus or its employees to the Customer in connection with Goods and/or Services is followed or acted on entirely at the Customer's own risk.

 

3. Price

3.1 The price for the Deliverables shall be as set out in the relevant quotation or Order Acknowledgement or, if none, calculated by reference to Nonacus’s then current published price list (the Price), and is exclusive of carriage, which shall be charged in addition, and VAT.

3.2 Nonacus may increase the Prices at any time:

3.2.1 by giving the Customer not less than 30 Business Days’ notice in writing; or

3.2.2 with immediate effect by written notice to the Customer where there is an increase in the direct cost to Nonacus of supplying the relevant Deliverables which is due to any factor beyond the control of Nonacus.

 

4. Payment

4.1 Nonacus shall invoice the Customer for the Deliverables at any time following acceptance of an Order.

4.2 Nonacus may at its option require payment of the Price, or part of it, before the Services commence.

4.3 The Customer shall pay all invoices:

4.3.1 in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and

4.3.2 to the bank account nominated by Nonacus.

4.4 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.4.1 Nonacus may, without limiting its other rights, charge interest on such sums at the Bank of England base rate plus 8%, and

4.4.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

 

5. Changes and cancellation

5.1 The Deliverables are highly specialised and include perishable materials with very specific storage requirements. Custom Deliverables are made to the Customer’s particular specifications and requirements,  and changes to the Order cannot be made once the Customer’s design has been accepted. Consequently:

5.1.1 Subject to clause 5.1.2, Orders may only be varied or cancelled with the prior written consent of Nonacus; and

5.1.2 for Custom Deliverables, the Customer is not entitled to cancel or change any Order once it has been accepted by Nonacus.

5.2 Without prejudice to Nonacus’ rights pursuant to this Agreement, if the Customer desires to change an Order, Nonacus will advise the Customer whether the desired changes are feasible, and, if so, what the additional costs would be. 

5.3 If the Customer decides to cancel an Order, Nonacus reserves the right:

5.3.1 Subject to clause 5.2.2, to charge the Customer a re-stocking fee of 30% of the Price; and

5.3.2 in the case of Custom Deliverables, to charge the Price in full.

 

6. Credit limit

Nonacus may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

 

7. Delivery and performance

7.1 The Goods shall be delivered by Nonacus, or its nominated carrier, to the Location on the date(s) specified in the Order. 

7.2 The Goods shall be deemed delivered on arrival of the Goods at the Location by Nonacus or its nominated carrier (as the case may be).

7.3 Nonacus may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

7.4 Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:

7.4.1 the date of the Order;

7.4.2 the relevant Customer details;

7.4.3 if Goods, the product numbers and type and quantity of Goods in the consignment;

7.4.4 if Services, the category, type and quantity of Services performed; and

7.4.5 any special instructions, handling and other requests.

7.5 Time is not of the essence in relation to the performance or delivery of the Deliverables. Nonacus shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. 

7.6 Nonacus shall not be liable for any delay in or failure of performance caused by:

7.6.1 the Customer’s failure to make the Location available during normal business hours;

7.6.2 the Customer’s failure to provide Nonacus with adequate instructions for performance or delivery; or

7.6.3 Force Majeure.

 

8. Risk

Risk in the Goods shall pass to the Customer on delivery.

 

9. Title

Title to the Deliverables shall pass to the Customer once Nonacus has received payment in full and cleared funds for the Deliverables. 

 

10. Warranty

10.1 Nonacus warrants that the Deliverables shall:

10.1.1 be free from material defects in design, material and workmanship;

10.1.2 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

10.1.3 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13.

10.2 The Customer warrants that it has provided Nonacus with all relevant, full and accurate information as to the Customer’s business and needs.

10.3 As the Customer’s sole and exclusive remedy, Nonacus shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 10.1, provided that the Customer:

10.3.1 serves a written notice on Nonacus not later than 5 Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;

10.3.2 such notice specifies that some or all of the Deliverables do not comply with clause 10.1 and identifying in sufficient detail the nature and extent of the defects; and

10.3.3 gives Nonacus a reasonable opportunity to examine the claim of the defective Deliverables.

10.4 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.

10.5 Nonacus shall not be liable for any failure of the Goods to comply with clause 10.1:

10.5.1 to the extent caused by the Customer’s failure to comply with Nonacus’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

10.5.2 to the extent caused by Nonacus following any specification, instruction or requirement of or given by the Customer in relation to the Goods; or

10.5.3 where the Customer uses any of the Goods after notifying Nonacus that they do not comply with clause 10.1.

10.6 Except as set out in this clause 10:

10.6.1 Nonacus gives no warranty and makes no representations in relation to the Deliverables; and

10.6.2 shall have no liability for their failure to comply with the warranty in clause 10.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

 

11. Anti-bribery

11.1 For the purposes of this clause 11 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

11.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

11.2.1 all of that party’s personnel;

11.2.2 all others associated with that party; and

11.2.3 all of that party’s subcontractors;

involved in performing the Contract so comply.

11.3 Without limitation to clause 11.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

11.4 The Customer shall immediately notify Nonacus as soon as it becomes aware of a breach  by the Customer of any of the requirements in this clause 11.

 

12. Anti-slavery

12.1 Nonacus shall comply with the Modern Slavery Act 2015.

12.2 The Customer confirms and agrees that:

12.2.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:

(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

12.2.2 it shall comply with the Modern Slavery Act 2015; and

12.2.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to Nonacus on request at any time throughout the Contract.

12.3 The Customer shall notify Nonacus immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 12.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

 

13. Indemnity and insurance

13.1 The Customer shall indemnify, and keep indemnified, Nonacus from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Nonacus as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

13.2 The Customer shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.

 

14. Limitation of liability

14.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.

14.2 Subject to clause 14.5, Nonacus’s total liability shall not exceed an amount equal to the price of the Goods and/or Services supplied under the Contract.

14.3 Subject to clause 14.5, Nonacus shall not be liable for consequential, indirect or special losses.

14.4 Subject to clause 14.5, Nonacus shall not be liable for any of the following (whether direct or indirect):

14.4.1 loss of profit;

14.4.2 loss or corruption of data;

14.4.3 loss of use;

14.4.4 loss of production;

14.4.5 loss of contract;

14.4.6 loss of opportunity; or

14.4.7 harm to reputation or loss of goodwill.

14.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

14.5.1 death or personal injury caused by negligence;

14.5.2 fraud or fraudulent misrepresentation; or

14.5.3 any other losses which cannot be excluded or limited by Applicable Law.

 

15. Intellectual property

15.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and Services shall be owned by Nonacus. 

15.2 The Customer shall indemnify Nonacus against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Nonacus in connection with any claim made against Nonacus for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with any instructions given to Nonacus by or on behalf of the Customer. This clause 10.2 shall survive termination of the Contract.

 

16. Confidentiality and announcements

16.1 The Customer shall keep confidential all Confidential Information of Nonacus and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

16.1.1 any information which was in the public domain at the date of the Contract;

16.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

16.1.3 any information which is independently developed by the Customer without using information supplied by Nonacus; or

16.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

except that the provisions of clauses 16.1.1 to 16.1.3 shall not apply to information to which clause 15.3 relates.

16.2 This clause shall remain in force for a period of 5 years from the date of the Contract.

16.3 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause 17.

 

17. Processing of personal data

17.1 The parties agree that the Customer is a Controller and that Nonacus is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to Nonacus in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. 

17.2 Nonacus shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

17.3 Nonacus shall only process (and shall ensure Nonacus personnel only process) the Protected Data in accordance with the Contract (including when making any transfer to which clause 16.9 relates), except to the extent: 

(a) that alternative processing instructions are agreed between the parties in writing; or

(b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).

17.4 Taking into account the state of technical development and the nature of processing, Nonacus shall implement and maintain technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

17.5 Nonacus shall:

17.5.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Customer; and

17.5.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 17.

17.6 The Customer hereby authorises the appointment of Sub-Processors.

17.7 Nonacus shall (at the Customer’s cost):

17.7.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Nonacus; and

17.7.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

17.8 Nonacus shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without the prior written authorisation of the Customer.

17.9 Nonacus shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate Nonacus’s compliance with the obligations placed on it under this clause 16 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of 1 audit request in any 12 month period).

17.10 On completion of the processing under this Contract, at the Customer’s cost and option, Nonacus shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Nonacus to store such Protected Data. This clause 16 shall survive termination or expiry of the Contract.

 

18. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, the party not affected may terminate the Contract by written notice to the other party.

 

19. Termination

19.1 Nonacus may terminate the Contract at any time by giving notice in writing to the Customer if:

19.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;

19.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

19.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after Nonacus has given notification that the payment is overdue; or

19.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

19.2 Nonacus may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

19.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

19.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Nonacus reasonably believes that to be the case;

19.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

19.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

19.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

19.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

19.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

19.2.8 has a resolution passed for its winding up;

19.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; or

19.2.10 is subject to any events or circumstances analogous to those in clauses 19.2.1 to 18.2.9 in any jurisdiction.

19.3 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Nonacus to terminate the Contract under this clause 19, it shall immediately notify Nonacus in writing.

19.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Nonacus at any time up to the date of termination.

 

20. Notices

20.1 Any notice given by a party under these Conditions shall:

20.1.1 be in writing and in English;

20.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email) and

20.1.3 be sent to the relevant party at the address set out in the Contract

20.2 Notices may be given, and are deemed received:

20.2.1 by hand: on receipt of a signature at the time of delivery;

20.2.2 by post: at 9.00 am on the second Business Day after posting; or

20.2.3 by email: on receipt of a read receipt email from the correct address.

 

21. Entire agreement

21.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

21.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

21.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

 

22. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

 

23. Set off

23.1 Nonacus shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.

23.2 The Customer shall pay all sums that it owes to Nonacus under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

 

24. No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

 

25. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause Nonacus irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Nonacus, the Customer acknowledges and agrees that Nonacus is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

 

26. Severance

26.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

26.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

 

27. Waiver

27.1 No failure, delay or omission by Nonacus in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

27.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Nonacus shall prevent any future exercise of it or the exercise of any other right, power or remedy by Nonacus.

 

28. Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

 

29. Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions and of Part B and Part C of the schedule shall prevail to the extent of the conflict.

 

30. Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

 

31. Third party rights

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

 

32. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

 

33. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).