Supply of Goods and Services Agreement

CREATIVE GLASS STUDIO LTD

TERMS AND CONDITIONS

CORPORATE CUSTOMERS

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

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 Customer for the supply of the Services.

Close Project: a project in which the relevant premises are located within 60 miles from the Supplier’s London (NW2 7HJ) or Milton Keynes (MK13 9HB) headquarters.

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 12.6.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Services from the Supplier. A Customer firm shall identify one single person to act autonomously as the sole point of contact at the Customer (such person to be deemed to act for and on behalf of the respective firm).

Customer Default: has the meaning set out in clause 4.2.

Far Project: a project which is not a Close Project.

Goods means any goods that the Supplier procure and supply under the Services, including but not limited to bespoke shower enclosures and screens as specified in an Order.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and 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.

Order: the Customer's order for Services as set out in the relevant purchase order form or the Customer's acceptance of the Supplier's final quotation.

Services: the services and goods supplied by the Supplier to the Customer.

Specification: the description or specification of the Services and Goods to be provided by the Supplier to the Customer. Specification includes the Visualisations (once prepared).

Supplier: Creative Glass Studio Ltd registered in England and Wales with company number 09098618.

Visualisations: set of visualisations prepared by the Supplier following a survey visit.

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 it is in force as at the date of this Contract; and

(ii) shall include all subordinate legislation made as at the date of this Contract 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.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Once the Contract is concluded, the Supplier might need to visit the premises in order to produce the technical drawings and measurements required.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier'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 (unless otherwise agreed in the Order).

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 15 Business Days from its date of issue (unless withdrawn) (or for the period specified therein, if any).

3. Supply of Services

3.1 The Supplier shall use its reasonable endeavours to supply the Services to the Customer in accordance with the Specification in all material respects. Due to the bespoke nature of the Services, it is the Customer’s responsibility to ensure that any information provided ahead of or in relation to the Specification is accurate. The Customer shall be solely responsible for any Charge increase arising out of or in connection with incorrect information provided by the Customer to the Supplier.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the relevant Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. The Customer expressly acknowledges that, should more than three months pass between the Order and the provision of the Services, lead-times for the production of the Goods are subject to change.

3.3 The Supplier shall use its reasonable endeavours to:

(a) Produce the Goods as soon as possible after all the necessary information, drawings, measurements, and sign-offs are available;

(b) Notify the Customer of the day(s) in which the Goods can be installed at the Customer’s premises (“Performance Date”). The Customer shall (i) give notice to the Supplier at least 48 hours in advance should the Performance Date need to be moved, and (ii) provide site access to the Supplier by 9 am at the latest on a Performance Date. Liquidated damages for breach of this clause 3.3(b) shall be £500.

3.4 The Supplier does not agree to any liquidated damages in favour of the Customer for any delay in the provision of the Services. However, should the delay in the provision of the Services be wholly attributable to the Supplier, the Charges shall be subject to a 1% discount for each Business Day of delay fully attributable to the Supplier (subject to a grace period of two weeks from the start on the delay, during which the discount shall not apply).

3.5 The Supplier is not obliged to carry out more than three design changes to each Good part of an Order, although it might carry out more at its absolute discretion.

3.6 The Supplier reserves the right to amend the Specification 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.

3.7 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer's obligations

4.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation (if needed) and other facilities required by the Supplier;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects. This includes information in relation to pipes and wires within walls, ceilings, and floors at the place where installation of the Goods / provisions of the Services shall take place;

(e) prepare the Customer's premises for the supply of the Services. By way of example, this includes:

(i) Ensuring that installation site is clear of all items of value, tools, boxes, and any debris and is fully accessible;

(ii) Informing the Supplier as soon as possible of any work to the installation site which might give raise to changes to the Specification. The Supplier will use reasonable efforts to factor any such work into an amended Specification, but the Customer agrees that this might have effects on the quoted price, or not be possible;

(iii) Ensuring that the supplier can perform the services uninterrupted, save for instances where the Customer needs to make the Supplier aware of anything that could materially affect the Services; and

(iv) Ensuring that the site is free from any hazard which might affect the provision of the Services, including children and pets residing at the premises.

(f) obtain and maintain all necessary licences, permissions (including planning permissions), and consents (including of the owner of the premises) which may be required for the Services before the date on which the Services are to start; and

(g) comply with any additional obligations as set out in the Specification (if any).

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. Seal replacements

5.1 The Supplier offers a seal replacement and door adjustment service at the cost of £250 plus VAT per shower door. This is limited to Close Projects; costs for Far Projects shall be agreed by the parties.

5.2 The Supplier can post a seal replacement kit to UK addresses at the cost of £90 plus VAT.

6. Charges and payment

6.1 The Charges for the Services shall be due in the amount and on the dates set out in the Order, or otherwise as agreed by the parties in writing.

6.2 Unless otherwise indicated by the Supplier, payment methods are as follows:

(a) Bank transfer to the following bank account:

Account holder: Creative Glass Studio Ltd

Sort code: 40-03-11

Account number: 01743570

(b) Card payments. Please note that, should the Customer opt for a card payment, the Charges shall be increased by 5%.

6.3 In addition to Charges for the Services, the Customer agrees to the following ad hoc fees (each a “Fee”):

(a) In the case of a Close Project, a fixed Fee of £100 plus VAT should a Customer not proceed with an Order within 30 days from a site inspection / survey. For the sake of clarity, such Fee shall be instead discounted from the overall amount due should the Customer proceed (within three months from the inspection / survey) with an Order for the same item and room the inspection / survey was carried out for/in.

(b) In the case of a Far Project, a reasonable Fee should a Customer not proceed with an Order within 30 days from a site inspection / survey. Such Fee is to be communicated by the Supplier ahead of the survey taking place (failing which, the Fee outlined at clause 6.3(a) shall apply). For the sake of clarity, such Fee shall be instead discounted from the overall amount due should the Customer proceed (within three months from the inspection / survey) with an Order for the same item and room the inspection / survey was carried out for/in

(c) A reasonable Fee shall be added should installation of the Goods take place outside of the following days and hours: 7:30 am to 4.00 pm, Monday to Friday.

(d) Fixed Fees in relation to surveys shall be added as follows:

(i) Close Projects: a fixed Fee of £100 for each site survey in addition to the initial survey and an additional survey for each Good included in an Order (by way of example, an Order for three shower enclosures would include up to four site visits free of charge).

(ii) Far Projects: a reasonable Fee for each site visit not included in the quotation issued before the relevant Order.

(e) A fixed Fee of £500 should the premises not be clear in compliance with clause 4.1(f)(i);

(f) A fixed Fee of £500 should the Performance Date be rescheduled for reasons attributable to the Customer (such as the premises not being ready for the Goods to be installed) with less than 48 hours’ notice;

6.4 The Charges are subject to increase due to factors outside of the Supplier’s control. Should any such increase occur, the Customer is entitled to:

(a) Accept the increase; or

(b) Refuse the increase and allow the Supplier to source alternative materials (if that was the origin of the increase). In this case, the parties agree that a reasonable delay in the provision of the Services shall be expected; or

(c) Refuse the increase and terminate the Contract. In this case, the Customer forfeits all Charges already paid to the Supplier.

6.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within 5 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

6.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.

6.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10, the Customer shall pay:

(a) Interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.7 will accrue each day at 10% a year above the Bank of England's base rate from time to time, but at 10% a year for any period when that base rate is below 0%; plus

(b) A fixed fee in relation to late payment in the measure of 5% of the value of the Order; plus

(c) All fees and charges due to third parties (such as debt collection agencies) incurred by the Supplier in relation to the recovery of the Charges.

6.8 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).

7. Title to Goods

7.1 The risk of damage to or loss of the Goods will transfer to the Customer upon delivery.

7.2 Ownership of the Goods will remain with the Supplier until full payment for the Services has been received.

8. Intellectual property rights

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 Customer) shall be owned by the Supplier.

9. Limitation of liability: the Customer's attention is particularly drawn to this clause.

9.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.4 Nothing in this clause 9 shall limit the Customer's payment obligations under the Contract.

9.5 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

9.6 Subject to clause 9.3 (No limitation in respect of deliberate default), and clause 9.5 (Liabilities which cannot legally be limited), the Supplier's total liability to the Customer:

(a) for loss arising from the Supplier's failure to comply with its data processing obligations shall not exceed £100; and

(b) for all other loss or damage arising out of or in connection with the Contract and the relevant Order(s) shall not exceed 70% of the value of the Order(s).

9.7 Subject clause 9.3 (No limitation in respect of deliberate default), clause 9.4 (No limitation of customer's payment obligations) and clause 9.5 (Liabilities which cannot legally be limited), this clause 9.7 sets out the types of loss that are wholly excluded:

(a) In accordance with NHBC Standards, scratches on glass Goods which are not visible from 2 meters away.

(b) Discrepancies smaller than or equal to 2 millimetres in relation to the joining and snagging of shower units.

(c) Defects arising from or in connection with underlying defects of the premises, such as misalignment due to the walls or ceiling of the premises not being perfectly straight.

(d) Pre-existing damage to the premises which is discovered or worsened while providing the Services.

(e) Damages to pipes or wires within walls, floors, or ceilings in circumstances where the relevant information was not provided, or was inaccurate (see clause 4.1(d)).

(f) Damages or defects arising out of or in connection with underlying issues with masonry, such as walls not being solid enough to bear the weight of the Goods (save for the Supplier’s obligation to try and mitigate any such issue, for example by using dedicated fixtures).

(g) Delays or increased Charges due to the Customer not communicating in time changes to the Supplier, which render the Specification obsolete (such as modifications to the conditions or fittings or furniture of the premises such that the Goods need to be rearranged to fit).

(h) Defects due to the finish of (i) antique finishes, and (ii) painted glass, fused glass, and antique mirrors. The Customer acknowledges that such finishes are subject to variation between batches.

(i) Loss of profits.

(j) Loss of sales or business.

(k) Loss of agreements or contracts.

(l) Loss of anticipated savings.

(m) Loss of use or corruption of software, data or information.

(n) Loss of or damage to goodwill; and

(o) Indirect or consequential loss.

9.8 The Supplier 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.

9.9 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one week from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.10 This clause 9 shall survive termination of the Contract.

10. Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 month’s written notice.

10.2 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;

(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.

10.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer does not, within a reasonable time, allow the Supplier to carry out the Services; or

10.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer becomes subject to any of the events listed in clause 10.2(c) or clause 10.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and

(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 10.2(b).

10.5 Should the Customer terminate (for whatever reason) the Contract:

(a) Ahead of the Goods being produced, the Supplier is entitled to retain 25% of the Charges eventually due for each Good of an Order. The remainder shall be refunded within 5 Business Days of the Customer providing the relevant bank details;

(b) Once the production of the Goods has started, the Supplier shall retain (at its absolute discretion) either 75% of the Charges due for each Good of an Order or their cost of production (which includes, but is not limited to, surveys, designs, materials, and labour). The remainder shall be refunded within 5 Business Days of the Customer providing the relevant bank details; and

11. Consequences of termination

11.1 On termination or expiry of the Contract, the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt. Without prejudice to any other right, after termination the Customer shall be liable for Charges and Fees already due (including in part) and, more generally, costs already incurred by the Supplier in relation to the provision of the Services / Order.

11.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.3 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.

12. General

12.1 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. This includes, but is not limited to, delays caused by suppliers of the Supplier.

12.2 Warranty. The Supplier guarantees the quality of the services as follows:

(a) Shower unit seals: six months from installation. In regard to this warranty, the Customer acknowledges that certain shower parts are not designed to be impermeable to water, in particular shower hinges and lock mechanisms. Under no circumstances shall the Supplier be liable under the guarantee for water leakage that occurs through these parts of the seal;

(b) All Goods (except for glass): three years from installation. Where Goods are covered by their own retail or manufacturer’s warranty, this will (i) substitute that of the Supplier, and (ii) pass on to the Customer and the Supplier shall provide the relevant details on request;

(d) Should a Customer rely on a warranty or guarantee in relation to any Goods or Services and, upon inspection, the relevant defect(s) not be directly attributable to the Goods, Services, or more generally the Supplier’s performance, the Customer shall refund the Supplier for the costs it reasonably incurred in addressing the relevant defect(s) (such costs to include, but not be limited to, materials and labour).

12.3 Assignment and other dealings.

(a) The Supplier 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 Customer 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 the Supplier.

12.4 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.4(b).

(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 12.4; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

12.5 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.

12.6 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).

12.7 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.

12.8 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 deleted under this clause 12.8 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.

12.9 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). The relevant email addresses are:

(i) For the Supplier, [email protected];

(ii) For the Customer, the usual email address(es) the Supplier uses in communications with the Customer.

(b) Any notice 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 post, 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.

(A) In this clause 12.9(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(B) Should the sender receive a notification of delivery failure, the relevant email shall be deemed not delivered to the receiver.

(c) This clause 12.9 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.

12.10 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.

12.11 Privacy. The Supplier will collect and use personal data provided by the Customer solely for the purpose of fulfilling contractual obligations and providing the Services. This includes, but is not limited to, the Customer’s name, address, contact details, and payment information. In particular:

(a) Data Security: The Supplier is committed to ensuring that the Customer’s personal data is secure. The Supplier has implemented appropriate technical and organizational measures to protect the data from unauthorized access, disclosure, alteration, or destruction.

(b) Data Sharing: The Supplier will not share the Customer’s personal data with third parties except as necessary to perform the Services or as required by law. Any third parties with whom the Supplier shares the data will be required to comply with data protection laws and maintain the confidentiality and security of the data.

(c) Data Retention: The Supplier will retain the Customer’s personal data only for as long as necessary to fulfil the purposes for which it was collected (including in relation to follow-on or replacement works) or as required by law.

(d) Customer’s Rights: The Customer has the right to access, correct, or delete their personal data held by the Supplier. The Customer also has the right to object to or restrict the processing of their data and to request data portability. To exercise these rights, the Customer should contact the Supplier in forms set out at clause 12.9.

(e) Changes to Privacy Policy: The Supplier reserves the right to update this privacy policy from time to time with immediate effect, without a dedicated communication to the Customer.

12.12 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.

12.13 Battle of the forms. Without prejudice to clause 2.5, any terms provided by the Customer that conflict with the present Conditions shall not form part of the Contract. This provision also applies to terms provided by the Customer to the Supplier after the present Conditions are provided by the Supplier to the Customer. Should the Contract be documented separately, the provisions of the present Conditions take precedence over those of the Contract. These Conditions shall be deemed included and repeated for any change to the Specification, Visualisation, Goods, or Services.

12.14 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. The Customer shall first raise any complaint with the Supplier, and shall only commence proceedings should it not be resolved satisfactorily within a reasonable amount of time.

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