This agreement is entered into on the date specified in Box 1 on the Order Form between Rowswood Consulting Ltd a company registered in England and Wales, (Company Registration Number 6057163, whose registered office is situate at 6 Rowswood Farm, Park Lane, Higher Walton, Warrington, WA4 5LW (hereinafter “the Designer”) and the party whose details appear in Box 2 of the Order Form (hereinafter “the Client”) WHEREBY THE CLIENT ENGAGES THE DESIGNER TO PROVIDE SUCH SERVICES TO THE CLIENT AS ARE STATED IN THE SPECIFICATION ON THE TERMS AND CONDITIONS OF THIS CONTRACT AS FOLLOWS
General
1.1 Definitions
In these terms and conditions the following expressions shall (where the context so admits) have the following meanings:
“Approved Web Site Design” shall mean the single mock up web site which has been uploaded by the Designer onto a temporary URL and reviewed and approved by the Client in accordance with clause 2.6.
“Client'' shall mean the company, firm or person whose details are contained in Box 2 of the Order Form and to whom the Designer will supply the Website Design Services described in the Specification under this Contract.
“Client Materials” shall mean any images, information, materials, data, formula, text, photographs, computer program or otherwise provided by the Client or on the Client’s behalf to the Designer to enable the Designer to perform its obligations under this Contract.
“Client’s Website” shall mean the Client’s Approved Web Site Design which is uploaded to either a Website Hosting Service or a website hosting service arranged by the Client and for the avoidance of doubt shall include any subsequent amendments made to it by the Designer whilst making Subsequent Changes, if any, and or providing Technical Assistance, if any.
“Client’s Website Content” shall mean all the content of the Client’s Website, including without prejudice to the generality of the foregoing posts, links or the transmission of any materials from or to any third party website.
“Completion Date” shall mean the date when the Client’s Approved Web Site Design is uploaded to a Website Hosting Service or if the Client makes its own website hosting arrangements (as the case may be and as stipulated in the Specification) the Designer supplies the Client’s Website files to the Client.
“Confidential Information” shall mean any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, properties, assets, trading practices, Services, developments, trade secrets, Intellectual Property Rights, Know-how, personnel, customers and suppliers of either party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998.
“Contract'' shall mean the agreement between the Designer and the Client consisting of these terms and conditions, the Order Form and the Specification and the Client's acceptance thereof in accordance with Condition 2.1.
“the Designer'' shall mean Rowswood Consulting Limited.
“Estimated Completion Date” shall mean the date stated in Box 3 of the Order Form when the Designer reasonably expects to complete the Website Design.
“Force Majeure” bears the meaning set out in clause 7.1
“Intellectual Property Rights'' means patents, registered and unregistered designs, copyright and all other intellectual property protection (other than trade marks) wherever in the world enforceable.
“Know-how'' shall mean all inventions, discoveries, improvements and processes (whether patentable or non-patentable), copyright works (including without limitation computer programs), designs (whether or not registered or registrable) and all other technical information of whatever nature.
“Law” shall mean any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any Regulatory Body, delegated or subordinate legislation or notice of any Regulatory Body.
“Order Form” shall mean the order form issued by the Designer to the Client and signed by the Client.
“The Parties” shall mean the Designer and the Client
“Technical Assistance Charging Fees” shall mean the hourly fee (or part thereof) set out in Box 4 of the Order Form.
“Specification'' shall mean the description, specifications and other details of the Website Design set out, or expressly incorporated by reference in a document signed by the Parties attached to or accompanying the Order Form headed “Specification”. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into this Contract.
“Technical Assistance'' shall mean the technical assistance, if any, as detailed in the Specification.
“URL” shall mean a uniform resource locator
“VAT” shall mean Value Added Tax.
“Website Design” shall mean the mock up design presented by the Designer to the Client in accordance with clause 2.6.
“Website Design Price” shall mean the price stipulated in Box 5 of the Order Form
“Website Design Services” shall mean the design and build of the Client’s Website by the Designer on behalf of the Client in accordance with the Specification.
“Website Hosting Service” shall mean the web hosting service arranged by the Designer for the Client, if any, stated in the Specification.
“Website Hosting Service Fee” shall mean the fee stated in Box 6 on the Order Form.
“Web Site Page” has the same meaning as that contained in the Specification.
1.2 Interpretation
The interpretation and construction of this Contract shall be subject to the following provisions:
1.2.1 The terms and expressions set out in clause 1.1 shall have the meanings ascribed therein;
1.2.2 Words importing the singular meaning include where the context so admits the plural meaning and vice versa;
1.2.3 Words importing the masculine include the feminine and the neuter;
1.2.4 Reference to a Clause is a reference to a clause of this Contract unless stated otherwise;
1.2.5 References to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted;
1.2.6 References to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted;
1.2.7 The words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”;
1.2.8 Headings are included in this Contract for ease of reference only and shall not affect the interpretation or construction of this Contract.
2 Website Design Services
2.1 Subject to clause 2.2, this Contract will become legally binding on the Designer when and only when the Designer receives an Order Form and Specification signed by or on behalf of the Client and is also in receipt of cleared funds of 50% of the Web Design Price (hereinafter referred to as the “Contract Confirmations”).
2.2 If the Contract Confirmations are not received by the Designer within 30 days of the date upon which the Designer sent the Order Form and Specification to the Client, time being of the essence for the purposes of this clause 2.2, the Designer may refuse, in its absolute discretion to proceed with this Contract at all.
2.3 The Specification shall state the date(s) by which any Client Materials will be required from the Client in order for the Designer to meet the Estimated Completion Date.
2.4 The Designer shall be under no obligation to take any action to provide the Website Design Services unless and until Designer shall have received the Client Materials, if any, from the Client.
2.5 Subject to clause 2.7 and the Designer receiving from the Client the Contract Confirmations and the Client Materials (hereinafter collectively referred to as “the Contract Confirmation and Client’s Own Materials”) the Designer shall design and build a website for the Client based on the Specification and, subject to clauses 2.9, it shall include any Client Materials.
2.6 The Designer will design and produce a single mock up Website Page and submit this to the Client for approval by uploading it on to a temporary URL. Subject to clause 2.6.1, the Client must approve the Website Design in writing or advise the Designer of any changes required within 14 days of being given access to the Website Design. Subject to the Client not being allowed to request any changes that would in the Designer’s view, acting reasonably, amount to a change or addition to the Specification (hereinafter referred to as “Subsequent Changes”), the Designer will make the changes required by the Client within 14 days of being notified of the required changes and immediately the changes have been made the Client will be deemed for all purposes to have approved the Website Design.
2.6.1 In the event that the Client shall fail to notify the Designer of any required changes to the Website Design within 14 days of being given access to the Website Design then the Client shall be deemed for all purposes to have approved the Website Design and the balance of the Website Design Price shall be due and payable to the Designer.
2.7 If the Client wishes to make any Subsequent Changes to the Website Design then the Client agrees that in addition to the Website Design Price it shall pay the Designer £45 per hour (or part thereof) based on the actual time taken by the Designer to make the changes and any expenses that the Designer has necessarily and reasonably incurred in making the Subsequent Changes (hereinafter referred to as “Subsequent Change Fees”).
2.8 The Designer will use its reasonable endeavours to complete the Website Design within 28 days of the Designer receiving the Contract Confirmation and the Client Materials. The Designer does not give any guarantee that the Website Design will be completed by the Estimated Completion Date or within any agreed timescale and time shall not be of the essence for the purposes of this clause 2.8. Although the Designer will use reasonable endeavours to make the Website Design available by the Estimated Completion Date, the Estimated Completion Date is only an estimate and accordingly the Designer accepts no responsibility or liability, financial or otherwise, in the event that the said Estimated Completion Date is not complied with.
2.9 The Designer shall not be obliged to use any Client Materials which the Designer in its absolute discretion believes to:
2.9.1 contain pornography,
2.9.2 contain sexually explicit content,
2.9.3 be offensive and or abusive and or obscene and or profane,
2.9.4 have the potential to incite hatred and or discrimination based on race, religion, gender, sexuality or age,
2.9.5 contain violence,
2.9.6 be defamatory.
2.9.7 infringes any third party’s rights (including without limitation Intellectual Property Rights)
2.9.8 promote, facilitate or encourage any illegal activity,
2.9.9 be unlawful.
2.10 Uploading Website or Transfer of Files
2.10.1. When the Designer receives all of the payments due under this Contract from the Client for the Website Design Service, Subsequent Changes (if any) and for the Website Hosting Service (if any), the Designer shall upload the Client’s Website within 7 days of receipt of cleared funds. If the Client has not requested the Designer to arrange a website hosting service then the Designer shall within 7 days of receipt of cleared funds transfer the Client’s Website files to the Client for use on a third party’s hosting server.
2.10.2 For the avoidance of any doubt the Designer shall not be obliged to upload the Client’s Website or to deliver the Client’s website files to the Client if the Website Design Price and Subsequent Change Fees (if any) and Website Hosting Service Fee (if any) have not been received by the Designer.
2.10.3 No warranty is given or representation made by the Designer to the Client that the search engine optimisation, if any, included in the Client’s Website will achieve any minimum number of search engine results or any at all.
3 Technical Assistance
3.1 If the Client requires Technical Assistance this will be included in the Specification. In consideration of the Client paying to the Designer the Technical Assistance Charging Fees the Designer shall provide such Technical Assistance to the Client in accordance with the requirements of this Contract. Although the Designer will use reasonable endeavours to make the Technical Assistance available to the Client in accordance with the estimated response time set out in the Specification, such response time is only an estimate and accordingly the Designer accepts no responsibility or liability, financial or otherwise, in the event that the said response time is not complied with and time shall not be of the essence for the purposes of the Designer providing the Technical Assistance to the Client.
3.2 If the Client purchases Technical Assistance from the Designer under this Contract then the Designer shall use reasonable skill and care in providing the Technical Assistance and provide it on the basis that it is for the sole use of the Client for the purpose set out in the Specification. The Client shall not use the Technical Assistance or any information contained therein other than for the said purpose and shall not communicate the Technical Assistance or any information contained therein to any third party whether or not in connection with the said purpose. Without prejudice to the generality of 3.2:
3.2.1 should the Client use the Technical Assistance or any information contained therein contrary to the foregoing other than for the said purpose the Designer accepts no liability in respect of any error or defect in any Technical Assistance, or the consequences thereof, and gives no warranty in respect thereof; and
3.2.2 should the Client communicate the Technical Assistance or any information contained therein to a third party, contrary to the foregoing, or use any such Technical Assistance or information in the performance of work for a third party, whether or not in accordance with the said purpose, the Client will be solely liable to such third party for any error or defect in such Technical Assistance or information, and or the consequences thereof, and will indemnify the Designer against all loss, actions, claims, costs, demands, expenses and liabilities whatsoever (if any) which the Designer may incur either at common law or by statute in respect of any loss, damage, personal injury or death suffered by a third party by reason of any error or defect in such Technical Assistance or information, or by reason of the consequences of any such error or defect.
4 Website Hosting
4.1 If the Client requires the Designer to arrange a Website Hosting Service this will be stated in the Specification. During the period in which a Website Hosting Service is provided, if any, the Client will not have any right of access to the server that hosts the Client’s Website. The Client shall pay the Website Hosting Service Fee to the Designer prior to the Completion Date. If the Client wishes to renew the Website Hosting Service thereafter it must pay the Website Hosting Service Fee to the Designer 30 days before the next anniversary of the Completion Date. The Designer reserves the right to increase the Website Hosting Service Fee on each anniversary of the Completion Date on condition that the Designer shall give 60 days prior written notice of the increase.
4.2 If the Client does not require the Designer to provide the Website Hosting Service the Designer accepts no liability or responsibility for uploading, implementing or hosting the Client’s Website on any other hosting service. The Designer does not warrant or represent to the Client that the Client’s Website will be compatible with any other server or systems which the Client uses to host and or operate the Client’s Website.
4.3 If at any time during the period a Website Hosting Service is provided, if any, the Client requests the Designer to move the Client’s Website to a different website hosting service arranged by the Client (hereinafter referred to as a “Client’s Website Transfer Request”) the Designer will provide such assistance as it is able to provide to facilitate the Client’s Website Transfer Request on condition that the Client shall pay to the Designer a fee of £50 plus VAT and the Client shall provide such information as the Designer shall require to facilitate the Client’s Website prior to the transfer of the Client’s Website. If the Client makes a Client’s Website Transfer Request the Designer accepts no liability or responsibility for successfully uploading, implementing or hosting the Client’s Website on any other hosting service. The Designer does not warrant or represent to the Client that the Client’s Website will be compatible with any other server or systems which the Client uses to host and or operate the Client’s Website.
5 Prices and payment
5.1 The Client shall pay to the Designer:
5.1.1 50% of the Website Design Price when it submits a completed Order Form and Specification to the Designer and the balance of the Website Design Price shall be paid:
5.1.1.1 within 7 days of the date the Client notifies the Designer in writing that it has approved the Website Design; or
5.1.1.2 if the Client fails to approve the Website Design or request any changes then within 21 days of the date upon which the Client was able to access the Website Design; or
5.1.1.3 if the Client requests Subsequent Changes then within 21 days of the date upon which the Client was able to access the Website Design.
5.1.2 the Website Hosting Fee at the same time as the Client shall be liable to pay the balance of the Website Design Price in accordance with clause 5.1.1. If the Client requests the Designer to make arrangements to host the Client’s website after the anniversary of the Completion Date then the Client shall pay subsequent Website Hosting Fees in accordance with the provisions of clause 4.1.
5.1.3 the Subsequent Change Fees within 14 days of receipt of the Designer’s invoices.5.1.4 the Technical Assistance Charging Fees in cleared funds within 30 days of receipt of the Designer’s invoice which shall be submitted monthly in arrears.
5.2 The Website Design Price, the Website Hosting Service Fee and Technical Assistance Charging Fees are set out in the Order Form and are exclusive of VAT and or any other applicable taxes or duties. The Subsequent Change Fees are also exclusive of VAT and or any other applicable taxes or duties. Where chargeable, the Designer will add VAT and any other applicable taxes or duties to its invoices at the current rate or rates in force at the relevant times.
5.3 The Designer’s invoice shall contain all appropriate references and where Subsequent Changes and or Technical Assistance is provided by the Designer, a breakdown of the time taken and the activity undertaken.
5.4 If the Client defaults in the payment when due of any sum payable under this Contract (whether determined by agreement or pursuant to an order of a court or otherwise) the liability of the Client shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate per annum of 8 per cent above the base rate from time to time of Barclays Bank plc. Such interest shall accrue from day to day.
6 Notice of Defects in Website Design Service
6.1 If the Client believes there is a defect in the Client’s Website and such defect is covered by the Designer’s warranty given in clause 11 then the Client must notify the Designer in writing of the alleged defect within 12 months of the Completion Date. On receipt of notification of any suspected defect, the Designer shall free of charge as soon as possible carry out an investigation into the cause thereof, and thereafter rectify the same (if possible).
6.2 Except as set out in clause 6.1, and subject to clause 7 and clause 11, the Designer accepts no liability in respect of any error or defect in the Website Design Service which is caused or has been caused by anything other than the Designer's failure to use reasonable skill and care in providing the Website Design Services, or the consequences thereof, and gives no warranty in respect thereof.
7 Force majeure
7.1 The Designer shall not have any liability to the Client or any other person in respect of any delay in carrying out or a failure to carry out any of its obligations under this Contract caused by acts of God, fires, accidents, wars or threats of war, strikes or other industrial action or dispute, civil disturbance, acts of government, sabotage, insurrection, default of designers or subcontractors, breakdown of equipment, malfunctioning of computer servers belonging to third parties, malfunctioning of software, computer programs, computer viruses, power failure, explosions, floods, tempests, or any circumstances outside the reasonable control of the Designer.
7.2 The Designer shall have the right to extend the Estimated Completion Date by a period of time sufficient to take due account of a Force Majeure event occurring. If, however, such extension continues for a period of six months from the Estimated Completion Date the Client may, on the expiry of that period terminate this Contract forthwith without further liability to the Designer. Any fees paid by the Client shall remain the property of the Designer.
8 Economic loss
8.1 In no circumstances shall the Designer be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof to the Client:
8.1.1 for any increased costs or expenses,
8.1.2 for any loss of profit, business, contracts, revenues, or anticipated savings, or
8.1.3 for any special indirect or consequential damage of any nature whatsoever arising out of the provision by the Designer of the Website Design Services and/or Subsequent Changes and /or the Website Hosting Service and/or the Technical Assistance, or of any error or defect therein, or of the performance, non-performance or delayed performance by the Designer of this Contract.
9 Limitation of liability
9.1 Notwithstanding anything contained in this Contract, the Designer's liability to the Client in respect of this Contract, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the Website Design Price.
9.2 No provision contained in this Contract, including without limitation this clause 9, shall operate or have effect so as to exclude the liability of the Designer to the Client in respect of personal injury, death or any fraud or fraudulent misrepresentation or any liability which may not be excluded or limited as a matter of the law of England and Wales.
10 The Contracts (Rights of Third Parties) Act 1999
10.1 No person who is not a party to this Contract (including without limitation any employee, officer, agent, representative, or sub-contractor or customer of the Client) shall have any right to enforce any term of this Contract, which expressly or by implication, confers a benefit on him without the prior agreement in writing of the Parties.
11 Designer Warranty
11.1 The Designer warrants to the Client that it will use reasonable skill and care in providing the Website Design Services and Subsequent Changes, if any, and the Client’s Website will function in accordance with the Specification for a period of 12 months from the Completion Date PROVIDED ALWAYS that the Designer shall not be liable to the Client for any malfunctioning and or unavailability of the Client’s Website caused by a Force Majeure event.
12 Termination
12.1 In the event that either party (the “party in default'') goes into liquidation, becomes insolvent or has an administrator, receiver or similar officer appointed in respect of all or part of its undertaking or commits a material breach of any of its obligations under this Contract (and, where such breach is capable of remedy, has not remedied the same within fifteen days of receipt of a notice from the other party (the “innocent party'') requiring that the same be remedied) then the innocent party may by notice to the party in default terminate this Contract, such termination to take effect immediately upon the receipt by the party in default of such notice.
12.2 In the event of termination (save where the Designer is in material breach of this Contract) the balance of the Website Design Price shall, if not already paid, become due and payable to the Designer. The Designer shall be under no obligation to make any refund to the Client or give credit for any uncompleted work or advance payment of the Website Hosting Fee (if any).
12.3 Either party may terminate this Contract insofar as it relates to Technical Assistance (if any) for any reason and at any time by giving to the other Party not less than three months’ written notice.
12.4 Either party may terminate this Contract insofar as it relates to the Website Hosting Service (if any) for any reason by giving to the other party not less than three months written notice such notice to expire no less than 30 days before the next anniversary of the Completion Date.
13 Entire Contract
13.1 This Contract constitutes the entire agreement between the Parties in respect of the Website Design Services, Subsequent Changes (if any) the Website Hosting Service (if any) the Technical Assistance (if any), and supersedes all other agreements, contracts, statements, representations or warranties made by or between the Parties or either of them concerning the same. The terms and conditions of this Contract shall supersede any terms and conditions appearing on or referred to in any purchase order, acknowledgment or other document issued by the Client in respect of the subject matter of this Contract. No provision of this Contract, including without limitation this Condition, shall operate or have effect so as to exclude the liability of one party to the other in respect of any fraud or fraudulent misrepresentation.
14 Intellectual Property Rights and Licence to Use
14.1 Save for any Client Materials for inclusion in the Client’s Website all other Intellectual Property Rights and Know-how (excluding any Intellectual Property Rights which the Designer uses under licence from a third party) which the Designer creates in the Client’s Website are vested in and at all times remain the property of the Designer.
14.2 The Designer hereby grants the Client a non-exclusive licence of the Designer’s Intellectual Property Rights and Know-how for the purposes of operating the Client’s Website. The Client must at all times observe and comply with the terms and conditions of any third party’s contract and or licence which the Designer has used to create and build the Client’s Website being such terms and conditions and or licences as are listed in the Specification.
14.3 The Client hereby grants the Designer a licence to use the Client Materials.
15 The Client’s Obligations
15.1 The Client must:
15.1.1 provide the Designer with the Client Materials when returning the Order Form and Specification or within three working days of the Designer requesting same;
15.1.2 fully comply with its obligations in this Contract;
15.1.3 respond to any requests for further information or queries raised by the Designer within three working days of receiving the request or query;
15.1.4 provide access to any personnel, third parties, premises, files, computers or information which is necessary to enable the Designer to comply with its obligations under this Contract;
15.1.5 observe and comply with the terms and conditions of any licences referred to in clauses 14.2 and or 14.3.
16 Warranty and Indemnity from Client
16.1 The Client warrants and represents to the Designer that:
16.1.1 any Intellectual Property Rights and or Know-how in the Client Materials are either owned by the Client or that the Client has obtained the express prior written permission of the owner of the Intellectual Property Rights and or Know-how for its use in the Website Design Services and the Client’s Website;
16.1.2 that the Designer may use the Client Materials free of charge;
16.1.3 that the Client Material is free from viruses or other harmful programs;
16.1.4 the Client Material is accurate and complete and sufficient to enable the Designer to provide the Website Design Services;
16.1.5 the Client Material and the Client’s Website Content shall comply with and will continue to comply with all applicable Law.
16.1.6 it will only use the Client’s Website for lawful purposes and will not knowingly or recklessly provide, post, link to or transmit any information of a type described in clause 2.9.
16.1.7 it has not and will not infringe any Intellectual Property Rights or Know-how of the Designer and or any third party.
16.2 The Client agrees to indemnify the Designer in respect of any losses, costs, expenses, damages and/or claims incurred by the Designer as a result or consequence of any breach of the warranties and or representations made and or given by the Client to the Designer in clause 16.1.
16.3 The Client shall accept sole responsibility for and the Designer shall not be liable for the use of the Client’s Website by the Client, its agents, employees and the Client shall hold the Designer harmless and indemnify and keep the Designer fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
17 General
17.1 No waiver, alteration, variation or addition to this Contract shall be effective unless made in writing on or after the date of signature of the Specification by the Parties and accepted by an authorised signatory of both parties.
17.2 The Client agrees that it shall display in legible characters in a conspicuous place on the Client’s Website the phrase “Warrington Website Design By Rowswood” which shall also provide a link to the Designer’s website at http://www.rowswooddesign.co.uk
18 Notices
18.1 All notices, documents or other communications (a “Notice'') to be given hereunder shall be in writing and shall be transmitted by first class registered or recorded delivery mail, or by telex, facsimile or other electronic means in a form generating a record copy to the party being served at the relevant address for that party. Any Notice sent by mail shall be deemed to have been duly served three working days after the date of posting. Any Notice sent by telex, facsimile or other electronic means shall be deemed to have been duly served at the time of transmission if transmitted during normal business hours at the location of the recipient and if not so transmitted then at the start of normal business hours on the next business day commencing at such location after the time at which the transmission was made.
19 Assignment
19.1 The Client shall not assign, sub-contract or in any other way dispose of its rights and obligations under this Contract or any part of it without the prior written approval of the Designer.
19.2 The Designer may assign, sub-contract, transfer or in any other way dispose of its rights or obligations under this Contract to any third party without the need for permission from the Client.
20 Waiver
20.1 The failure of the Designer to insist upon strict performance of any provision of the Contract or the failure of the Designer to exercise any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by this Contract.
20.2 No waiver by the Designer shall be effective unless it is expressly stated to be a waiver and communicated to the Client in writing in accordance with the provisions of clause 18.
20.3 A waiver of any right or remedy by the Designer arising from a breach of Contract by the Client shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Contract.
21 Severability
21.1 If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
22 Confidentiality
22.1 Each party shall:
22.1.1 shall treat all Confidential Information belonging to the other party as confidential and safeguard it accordingly; and
22.1.2 shall not disclose any Confidential Information belonging to the other party to any other person without the prior written consent of the other party, except to such persons and to such extent as may be necessary for the performance of this Contract or except where disclosure is otherwise expressly permitted by the provisions of this Contract or is required or permitted by Law.
23 Applicable law
23.1 The interpretation construction effect and enforceability of this Contract shall be governed by English law, and the parties agree to submit to the jurisdiction of the English courts.
Rowswood Consulting Ltd. trading as Rowswood Design Consultancy
Rowswood Farm,
Park Lane,
Higher Walton
Warrington WA4 5HL
www.rowswood design.co.uk
Company Registered Number. 6057163
Vat Number. 901 7595 24