Privacy Policy & Notice

About this Policy

This privacy policy and general privacy notice applies to AH technology Ltd t/a Klyk. We at AH technology Ltd t/a Klyk take your privacy seriously, and this policy and notice has been drafted in accordance with the requirements of the General Data Protection Regulations (“GDPR”), with the support of the legal team at www.legalo.co.uk.

This privacy notice explains how we look after your personal data (in all situations where we collect your data), sets out your privacy rights and also explains how the law, and our approach to privacy and personal data, protects you.

This privacy notice supplements any other privacy notices that we may provide to you at the point that we collect data from you, and should be read in conjunction with those notices.

Our status and details

For the purpose of the GDPR, we are the data controller and any enquiry regarding the collection or processing of your data should be addressed to our Privacy Manager using the contact details below:

Name or title: Arif Hussein

Email address: hello@helloklyk.com

Postal address: 5 Brockley Hill, Stanmore, Middx HA7 4LS

By using this Website, you consent to this policy. We are registered with the Information Commissioner’s Office for this purpose.

Information we collect

We will collect, process and store personal data only if it is directly provided to us by you. You may do this in your capacity as the user of this Website, by enquiring in relation to our goods or services, becoming a customer or supplier, or potential supplier.

Personal information covers any information which relates to you as an identifiable person. Below are examples of the type of data that this may include:

(a) Identity Data including forenames, last name, maiden name, date of birth, gender, marital status, and username or similar identifier.

(b) Contact Data may include invoicing; purchase order; home or work address, email address and telephone numbers, personal or job title and position.

(c) Financial Data may include bank account and payment card details.

(d) Special Category Data for example health or medical data, details about your race, religion, sex and political opinions.

(e) Transaction Data may include payments made for products and services you have purchased from us, or in relation to payments that we have made to you.

(f) Technical Data may include internet protocol (IP) address, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices used to access this Website.

(g) Profile and Usage Data may include enquiries submitted by you, purchases information, feedback and survey responses, and how you use our website, products and services.

(h) Marketing Data may include details of any preference that you have advised us of in relation to marketing communications from us.

We may also collect non-personal data such as aggregated data, which is data that may be obtained from your personal data, but which does not directly or indirectly identify you. This may include usage data detailing how you use our Website and the features and areas that you have interacted with.

How do we collect your personal data?

A range of different methods may be used to collect data, which may include the following methods:

(a) Direct interactions with us in person, by post, phone, email or otherwise. For example you might give us your Identity, Contact and Financial Information in this way.

(b) Automated technologies or interactions with our website, by using the web enquiry form. For example you might give us your Identity, Contact and Financial Information in this way.

(c) Third parties or publicly available sources (third parties may be used in processing Identity, Contact and Financial categories of personal data).


Data accuracy

It is important that the data that we hold about you is accurate and up-to-date. In the event that your data changes, please notify us, so that we can update our records.

Use of your information

We may hold and process personal data that you provide to us in accordance with the GDPR.

The information that we collect and store relating to you is primarily used:

(a) To enable us to provide our goods or services to you, to communicate with you and to meet our contractual commitments to you. This may include Identity, Contact, Financial and Transactional data.

To notify you about any changes to our business, such as improvements to our Website or service/product changes, that may affect our service or relationship with you. This may include Identity and Contact data.

If you are an existing customer, we may contact you with information about goods and services similar to those that were the subject of a previous sale to you. This may include Identity and Contact data.

Where you have consented to receive such information, to provide information on other parties’ products or services that we feel may be of interest to you. This may include Identity, Contact and Marketing data.

Where you have consented to receive our e-newsletters to provide that to you. This may include Identity and Contact data.

Where we need to comply with a legal obligation. This may include Identity, Contact and Transactional data.

Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests. This may include all types of data.

Where we collect your data for marketing purposes, we will always request your consent at the point the data is collected, to use your data for that purpose.

We will always obtain your consent prior to sharing your personal data with any third party for their marketing purposes. This may be to enable relevant third parties to advise you of products or services that may be of interest to you.

We will only use your personal data for a reason other than the purpose for which it was originally obtained if we consider that we need to use it for that other purpose and have a legitimate interest in doing so.

Disclosure of your information

There are a range of circumstances where we may disclose your data to third parties. These include:

(a) Regulatory bodies. We may disclose your data to regulatory bodies to enable us to comply with the law, to assist fraud protection and to minimise credit risk. This may include Identity, Contact and Transactional data.

(b) Our suppliers. We may disclose your data to third parties that are involved in the fulfilment of our services to you. This may include Identity, Contact and Transactional data.

(c) Third party marketing. Where you have consented for us to do so, we may provide your data to selected third parties who may contact you about their goods or services that you may be interested in. This may include Identity, Contact and Marketing data.

(d) Business sale. We may disclose your personal data outside of our organisation: (a) in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets; and (b) if AH technology Ltd t/a Klyk’s business is bought by a third party, in which case personal data held by it about its customers will be one of the assets to transfer to the buyer. However, any such transfer will only be on terms that the confidentiality of your personal data is protected and that the terms of this privacy policy will continue to be complied with by the recipient.

Please be advised that we do not reveal information about identifiable individuals to our advertisers, but we may, on occasion, provide them with aggregated data about our Website visitors and customers.

If you do not want us to share your data with third parties, you will have the opportunity to withhold your consent to this when you provide your details to us on the form on which we collect your data, or you can do so by writing to us at the address detailed above or sending us an email to hello@helloklyk.com at any time.

Controlling the use of your data

Where we rely on consent as the lawful basis for processing your data, you can revoke or vary that consent at any time.

If you do not want us to use your data or want to vary the consent that you have provided, you can write to us at the address detailed above or email us at hello@helloklyk.com at any time.

Data storage and the transfer your data

As part of the services offered to you, for example through our Website, the information you provide to us may be transferred to and stored in countries outside of the European Economic Area (EEA), as we use remote website server hosts to provide the website and some aspects of our service, which may be based outside of the EEA, or use servers based outside of the EEA - this is generally the nature of data stored in “the Cloud”. It may also be processed by staff operating outside the EEA who work for one of our suppliers, e.g. our website server host, payment processing provider, or work for us when temporarily outside of the EEA.

A transfer of your personal data may happen if any of our servers are located in a country outside of the EEA or one of our service providers is located in a country outside of the EEA.

If you use our service while you are outside the EEA, your personal data may be transferred outside the EEA in order to provide you with these services.

If we transfer or store your personal data outside the EEA in this way, we will take steps with the aim of ensuring that your privacy rights continue to be protected, as outlined in this privacy policy. Where we use suppliers based in the US, we may transfer data to them if they are part of the Privacy Shield, which requires them to provide similar protection to personal data shared between the EEA and the US.

Security

The transmission of information via the Internet or email is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of data while you are transmitting it to our site: any such transmission is at your own risk.

We have put in place security measures to prevent your data from accidental, loss or disclosure. Once we have received your personal data, we will use strict procedures and security features to try to prevent unauthorised access.

Where we have given you (or where you have chosen) a password, so that you can access certain parts of our site, you are responsible for keeping this password confidential. You should choose a password that it is not easy for someone to guess.

In the event of a data breach, we will notify the ICO and you in the event that the breach results in any likelihood of loss or damage to you.

Data retention

The length of time that we retain and store data depends on the purpose for which it was collected. We will only store data for as long as is required to fulfil that purpose, or for the purpose of satisfying legal requirements.

It is a legal requirement that we keep certain data about our customers and suppliers for at least six years. The type of data includes Contact, Identity, Financial and Transaction data.

Where you have requested that we provide you with marketing materials, we will retain your data until such time as consent is withdrawn by you.

Use of cookies & tracking pixels

Our Website uses cookies and tracking pixels. We use cookies and tracking pixels to gather information about your computer for our services and to provide statistical information regarding the use of our Website. Such information will not identify you personally - it is statistical data about our visitors and their use of our Website. This statistical data does not identify any personal details about you whatsoever.

We may also gather information about your general Internet use by using a cookie file and/or a tracking pixel file. Where used, these cookies and tracking pixels are downloaded to your computer automatically. This cookie file is stored on the hard drive of your computer, as cookies contain information that is transferred to your computer's hard drive. A tracking pixel is not stored on your computer. They help us to improve our Website and the service that we provide to you.

All computers have the ability to decline cookies. This can be done by activating the setting on your browser which enables you to decline the cookies. Please note that should you choose to decline cookies, you may be unable to access particular parts of our Website. Where we work with advertisers on our Website, our advertisers may also use cookies and/or tracking pixels, over which we have no control. Such cookies and/or tracking pixels (if used) would be downloaded or displayed respectively once you click on advertisements on our Website.

Your rights

The GDPR gives you a range of rights in relation to the personal data that we collect from. You have the right to:

(a) Access your personal data. This right is commonly known as the ‘data subject access request’ and enables you to receive a copy of the personal data we hold about you. You will not need to pay a fee to access your personal data unless we can justifiably demonstrate that the request is repetitive or excessive. We will respond to all legitimate data access requests within one month, but we may need to obtain further information from you in order to confirm your identity and the legitimacy of the request.

(b) Request update of the personal data. This enables you to have any incomplete or inaccurate data corrected.

(c) Erasure of your personal data. This enables you to ask us to delete personal data where there is no justifiable reason for us continuing to retain and process it. We may not always be able to delete the data, such as if there is an ongoing contractual relationship between us or if we are legally required to retain the data.

(d) Object to processing of your personal data where we are relying on consent or our legitimate interests (or those of a third party) as the justification for processing the data.

(e) Restrict the processing of your personal data. This enables you to ask us to change the processing of your personal data. For example, you may wish to vary the basis on which we contact you.

(f) Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, machine-readable format.

(g) Withdraw consent. Where we are relying on consent to process your personal data, you may withdraw that consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

You can exercise these rights at any time by writing to us at the address detailed above, or by email to hello@helloklyk.com.

Third party links

You might find links to third party websites on our website. If you click a link to a third-party website and visit that site, you may be allowing that site to collect and share certain data about you. These websites should have their own privacy policies, which you should check. We do not accept any responsibility or liability for their policies whatsoever, as we have no control over them.

Complaints

If you wish to raise a complaint regarding our use of your personal data, then you can contact the Information Commissioner’s Office (ICO), which is the UK supervisory authority for data protection issues (www.ico.org.uk).

If you do wish to raise a complaint, then we would welcome the opportunity to discuss your concerns before you contact the ICO, to see if we can resolve the issue for you.

Changes to this policy

We may update these policies to reflect changes to the website and customer feedback. Please regularly review these policies to be informed of how we are protecting your personal data.

We welcome any queries, comments or requests you may have regarding this Privacy Policy. Please do not hesitate to contact us.

Version: March 2020

Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
The Customer's attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

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

1.1 Definitions:
“Authorised service centre”
Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
“Company” means AH technology T/a Klyk with company registration number 11773440 and registered office: 5 Brockley Hill Stanmore, Middlesex, HA7 4LS.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.
Contract: means this agreement between the Customer and the Company for the provision of the Services incorporating these Conditions, the Order Form and any other document incorporated by reference into the Contract.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Controller, processor, date subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer: means the person, firm or company specified on the Order Form and any other person appearing to act within that person’s, firm’s or company’s authority and includes where relevant the Customer’s permitted assigns.
“Customer Data” means all data, including all text, sound or image files that you provided or are provided on your behalf, to us through your use of the Online Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation (until such time as the UK has fully severed its legal ties with the European Union) relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of
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a third‐party company that has been cleared to work on a
product that is still under warranty by the manufacturer without voiding the warranty

Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 16.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade‐marks and service marks, business names and domain names, rights in get‐up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know‐how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Lease Contract” means the contract between the customer and the Lease Provider for the financing of any equipment.
“Minimum Term” the minimum term of the relevant Provider Agreement; Network Services the mobile phone services described on the Order Form and provided by the Provider pursuant to the Provider Agreement.
“Normal Working Hours” means 9.00am to 5.00pm on any Business Day. “Network Services” the mobile phone services described on the Order Form and
provided by the Provider pursuant to the Provider Agreement. “New Goods” Goods purchased as Brand New.
Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
“Order Form” means the order form to which these Conditions are attached, or which is expressed to be subject to these Conditions which sets out the detail of the order, including (without limitation) the Customer’s details, Professional Services.
“Professional Services” means any Services to be provided to the Customer by The Company or its subcontractors as set out in the Order Form and Professional Services Service Description.
“Provider” the third‐party provider of the Network Services to the Customer as identified on the Order Form, and, where there is more than one such Provider, references to Provider shall be construed as references to the relevant Provider.
“Provider Agreement” the agreement between the Customer and the Provider for provision of “Network Services”, including a Purchase Order (for certain Providers only) and/or a Connections Schedule (where necessary).
“Refurbished Goods”
“Services” the account management services (and such additional services as may be detailed in a Services Schedule) provided by the Company (if any), which are ancillary to the Network Services.
“Service Level Agreement” means an agreement representing commitments that the Company makes regarding delivery and/or performance of an Online Services.
Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: AH Technology Limited t/a Klyk with company registration number 11773440 and registered office: 5 Brockley Hill Stanmore, Middlesex, HA7 4LS.
Supplier Materials: has the meaning given in clause 8.1(h).
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679 – likely to cease to be in force once the implementation period is complete and the UK are formally independent from the EU with no legal nexus or legislative obligations; the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1.2 Interpretation:
means goods that have been previously returned to a manufacturer
or vendor or that have been repaired and tested for functionality and defects before they
are sold to the public. They are repaired by the original manufacturer and resold.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its [personal representatives,] successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re‐enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) 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.
(e) A reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions. The basis of this contract governs the scenario where the Customer obtains network services from O2 or another network provider where the product is supplied by the Supplier. The network account management service is provided by the Supplier and the provisions of this service shall be more extensive where the network provider is O2.
2.2 The Company will release the phone handset (where applicable) together with written confirmation of the Customer Order. The Supplier will send an order confirmation electronically to the Customer and once the Customer has signed this and returned it electronically to the Supplier, the Order will be deemed to be complete. The Supplier is permitted to substitute certain aspects of the Order detail including but not limited to the colour of the phone or other product being supplied. The Customer will have the option to reject the substituted offer and wait until the right phone or product is made available.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force. For the actual Service being offered by the Company, it will be incumbent on the Customer to make the necessary enquiries of the Company in order to ascertain precisely what service they will receive. The Company will act as an agent between the ultimate Supplier of the products and services and the Customer in the case of both new and refurbished Goods. The Company will act
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
as an account manager to ensure the smooth operation of the service received by the Customer. Where the Customer is dissatisfied with the quality of service received, its first point of contact should be with the Company.
2.4 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. The Customer’s terms and conditions of its business do not govern any agreement between the contracting parties and do not have any bearing on the terms and conditions set out herein.
2.5 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. The actual price to be paid by the Customer will be determined by the Company who will confirm the price and inform the Customer of this prior to the Order being confirmed and sent to the Customer.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects. The Supplier is not responsible for the airtime service or quality thereof as this is driven by the Network Provider. Where there is a service issue related to the Network Provider, the Supplier will use its best endeavours to liaise with the Network Provider until a satisfactory resolution has been found. The Customer will have no recourse to the Supplier for refunds or compensation of any kind whatsoever for a lack of airtime service or a service that is deemed as deviating from that expected by the Customer. Any compensation sought shall be directed to the Network Provider.
3.2 The Supplier is also able to offer services which are separate to those relating to network coverage services. Where the Customer wishes to avail themselves of those services, the Supplier’s obligations will be limited to the bespoke service as detailed in the quote that is specific to the Customer’s order and will only be relevant to that specific order.
3.3 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
3.4 The Supplier reserves the right to amend the Service 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, and the Supplier shall notify the Customer in any such event.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Goods
4.1 The Goods are described in the Goods Specification. Any images provided of the Goods are for illustrative purposes only. The actual description of the goods being purchased whether new or refurbished will be reflected in the Goods being asked for by the Customer and those which are actually supplied by the Supplier.
4.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
5. Delivery of Goods (where applicable)
5.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the contract number or all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Such goods are to be signed for by the Customer or one of its representatives.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
5.3 Delivery of the Goods shall be completed on the completion of receipt of the goods by the Customer or one of its representatives.
5.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
5.6 If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourth Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
5.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.8 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
5.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6. Quality of Goods
6.1 The Supplier in the case of a new phone or other product which is purchased as part of a handset tariff by the Customer confirms that the manufacturer provides a warranty as to the quality of the goods supplied from the Supplier to the Customer. The Supplier does not assume any responsibility for the quality of the Goods supplied. If the Customer is dissatisfied in some way with the quality of the Goods, it must, at first instance, raise this with the Supplier. Where the Goods may need to be repaired and / or replaced, the Customer must send the Goods to the Supplier at first instance and allow them time to resolve the issue presented.
In the case of brand‐new goods, the Supplier’s liability is limited in that it does not manufacture the goods. If the quality of the Goods does not meet the standards expected by the Customer, the Supplier will help to procure a solution by liaising with the manufacturer.
In the case of refurbished goods which have been purchased outright, the Supplier’s liability is limited in that it does not manufacture the goods. The Supplier will guarantee the working order of the phone or other product for a period of one year and will ensure that the phone or other product is repaired to good working should the goods be presented with issues that do not include elements of normal and fair wear and tear. Providing that the goods have not been tampered with and that the Supplier can establish that the goods are not working for natural probable causes and cannot be repaired, the Supplier will replace them at no cost to the Customer other than delivery charges.
6.2 Subject to clause 5.3, the Supplier shall, at its discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
(a) the Customer gives notice in writing during the guarantee or warranty period within 7 working days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1.
(b) the Supplier is given a reasonable opportunity of examining such Goods; if the Customer refuses to provide the product to the Supplier for inspection, then the Supplier is immediately from all liability in respect of the guarantees that it provides but the Customer is at liberty to approach the manufacturer directly; and
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost.
6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
6.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the following provisions have been met
(a) In the case of a handset tariff, the title to the goods shall pass to the Customer only where the minimum contract term has been met but where the Customer has failed to meet the payment obligations to the network provider, the title to the product shall be deemed the title of the Supplier and the Customer will forfeit any further rights they were previously granted.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(b) In the case of a sim only tariff, title to any product is not part of the contractual rights of the Customer as the Customer is responsible for the provision of their own product where that product is sourced elsewhere or sourced from the Supplier. If the Supplier provides the product the Customer will be bound by separate terms and conditions which govern the supply of that product. The Supplier must receive payment in full (in cash or cleared funds) for the amounts due for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due; and
(c) the Customer is not entitled to resell any of the products except for prior written permission of the Supplier.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods 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 and other facilities as reasonably required by the Supplier to provide the Services;
(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;
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
(i) comply with any additional obligations as set out in the Service Specification [and the Goods Specification; and
8.2 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 8.2; 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.
9. Charges and payment
9.1 The price for Goods:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the order; if the price of the goods increases between the date of the Order and the date of delivery, this increase in costs will be borne by the Customer; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
9.2 The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with the Supplier's daily fee rates, as set out in its current price list at the date of the Contract displayed on its website or elsewhere as advised to the Customer;
(b) the Supplier's daily fee rates for each individual person are calculated on the basis of an eight‐hour day from 8.00 am to 5.00 pm worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of 15% of the daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
9.3 The Supplier reserves the right to:
(a) increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12‐month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index;
(b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
9.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer.
9.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 15 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.
9.6 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 or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7 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 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The Supplier shall be entitled to charge a 10% late payment flat fee in addition to levying the late payment interest.
9.8 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).
10. Data protection
10.1 Subject to Clause 17.11 below, both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.
10.3 Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
10.4 Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(e) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a personal data breach;
(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 [and allow for audits by the Customer or the Customer's designated auditor] and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
10.5 The Customer does not consent to the Supplier appointing any third‐party processor of personal data under the Contract or the Customer consents to the Supplier appointing an agreed third‐party processor as a third‐party processor of personal data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third‐party processor into a written agreement substantially on that third party's standard terms of business or incorporating terms which are substantially similar to those set out in this clause 11 and in either case which the Supplier confirms or undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third‐party processor appointed by it pursuant to this clause 11.
10.6 Either party may, at any time on not less than 30 days' notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
11. Confidentiality
11.1 Each party undertakes that it shall not at any time or at any time during the Contract, and for a period of five years after termination of 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 12.2.
11.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
12. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding the amount equivalent to that paid for the product in the first instance per claim. 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.
12.2 The restrictions on liability in this clause apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
12.4 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
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.5 This clause sets out specific heads of excluded loss and exceptions from them:
(a) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
(b) The following types of loss and specific loss are not excluded:
(i) sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Goods or Services not provided in accordance with the Contract;
(ii) wasted expenditure;
(iii) additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not provided in accordance with the Contract. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials;
(iv) losses incurred by the Customer arising out of or in connection with any third‐party claim against the Customer which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, the Supplier's personnel, regulators and customers of the Customer.
12.6 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.7 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 or its having grounds to make a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.8 This clause shall survive termination of the Contract.
13. Termination
13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 3 months' written notice.
13.2 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 its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 calendar days after receipt of notice in writing to do so;
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), being wound up
(whether voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to carry
on business or, if the step or action is taken in another jurisdiction, in connection
with any analogous procedure in the relevant jurisdiction;
13.3
(b)
(c) (d)
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
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.
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:
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(a)
(b) there is a change of control of the Customer.
13.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
14. Consequences of termination
14.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods 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;
(b) the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
14.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
the Customer fails to pay any amount due under the Contract on the due date
for payment; or
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
15. 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 (a Force Majeure Event).
16. General
16.1 Assignment and other dealings
(a) The Supplier may at any time assign, 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, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
16.2 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre‐paid first‐class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(i) sent by email to the address specified in the Customer Order.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre‐paid first‐class post or other next working day delivery service, at 13.00pm on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2(b)(iii), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 17.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(d) A notice given under the Contract is not valid if sent by email.
16.3 Severance
If any provision or part‐provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part‐provision shall be deemed deleted. Any modification to or deletion of a provision or part‐provision under this clause 17.3 shall not affect the validity and enforceability of the rest of the Contract.
16.4 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.
16.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
16.6 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 misrepresentation based on any statement in the Contract.
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Klyk Terms and Conditions for the Provision of Account Management Services where the Customer receives Telephone Network Services.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
16.7 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.
16.8 Variation
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
16.9 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.
16.10 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.
16.11 EU Law
Any compliance to legislation or directives referred to herein may be subject to change once the implementation period for the UK leaving the EU has been completed and it becomes clear which elements of EU law may still apply in the UK and after further acts of Parliament have been promulgated into UK law.
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