1.Interpretation
The following definitions and rules of interpretation apply in these Terms.
1.1 Definitions:
1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. Booking Confirmation Form: means the form confirming the booking detailing the agreed Services and Charges signed by the Customer and returned to Noonah.
3. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 9.
4. Commencement Date: the date Noonah receives an agreed Booking Confirmation Form from the Customer, or Noonah receives the Deposit, whichever occurs first.
5. Configuration Services: The services relating to Event Design and the configuration of the Event Services and Equipment in accordance with the Specification.
6. Contract: the contract between Noonah and the Customer for the supply of the Services incorporating these Terms, the Booking Confirmation Form and the Data Processing Agreement.
7. Customer: means the company/business (or individual) detailed in the Booking Confirmation Form and where the Customer is also the End Client, shall include the End Client.
8. Customer Creations: means any artwork, design, imagery, video or sound created by the Customer or the End Client using the Services or a Guest permitted to access the Services by the Customer or the End Client.
9. Customer Default: has the meaning set out in clause 8.2.
10. Customer Materials: such information, materials, documents, Intellectual Property Rights or other property as it may reasonably require in order to supply the Services.
11. Data Processing Agreement: means the agreement accessible at https://www.noonah.com/data-processing-agreement/
Deposit: the deposit amount detailed in the Booking Confirmation Form.
12. End Client: means the ultimate recipient of the Services named in the Booking Confirmation Form.
13. Equipment: the items of equipment (including all substitutions, replacements of such equipment and, if applicable, all related accessories, manuals and instructions provided for it) supplied by Noonah for the provision of the Services as detailed in the Booking Confirmation Form.
Event: the event described in the Booking Confirmation Form for which Services are provided by Noonah.
Event Configuration: the custom configurations created by Noonah in accordance with the Specification which apply to the appearance of the Event Services and Equipment.
14. Event Period: the period in which the Event Services and Equipment will be supplied by Noonah to the Customer and/or End Client detailed in the Booking Confirmation Form
15. Event Services: the services which are described as such in the Specification.
16. Force Majeure Event: any cause affecting, preventing or hindering the performance by a party of its obligations under this agreement arising from acts, events, omissions or events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster.
17. Guests: means the persons attending the Event.
18. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, source code, 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.
19. Noonah: means Noonah Marketing Limited whose registered office is Underwood Cottage, Bar Road, Baslow, DE45 1SF trading as, Spray Paint Wall, or Noonah, as detailed in the Booking Confirmation Form.
20. Services: means the services to be delivered by Noonah to the Customer and/or End Client as detailed in the Booking Confirmation Form, including the Configuration Services and the Event Services and Service means any of the Services (or any part of them)
21. Specification: the description or specification of the Services as detailed in the Booking Confirmation Form.
22. Software: software applications provided by Noonah as part of the Event Services.
23. Terms: these terms and conditions as amended from time to time in accordance with clause 17.5.
24. Venue: the location detailed in the Booking Confirmation Form for the Event.
25. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Interpretation:
a) 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.
b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
c) A reference to writing or written includes email.

2. Basis of contract
2.1 The Contract shall come into effect on the Commencement Date.
2.2 Any samples, drawings, descriptive matter or advertising issued by Noonah, and any descriptions or illustrations contained in Noonah’s marketing materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.3 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 Any quotation given by Noonah shall not constitute an offer and is only valid for a period of 10 Business Days from its date of issue.

3. Consumers
3.1 Only where the Customer is a consumer (as defined in the Consumer Rights Act 2015) the provisions of this clause 3 shall apply, and in the event of conflict, shall take precedence over the other provisions of these Terms. For the avoidance of doubt, the provisions in this clause 3 shall not apply where the Customer is acting in the course of business.
3.2 Cancellation. Where the Contract is concluded remotely, the Customer shall be entitled to cancel the Contract within 14 days from the date of the Contract without liability, save that the Customer shall be responsible for any Services provided prior to cancellation.
3.3 Liability. The provisions of clause 13 shall not apply, but Noonah shall only be responsible for any losses, costs or expenses that are foreseeable by the parties at the time that the Contract is entered into. Noonah will not be responsible for any losses, costs or expenses that were unforeseeable.
3.4 Statutory Rights. The Customer’s statutory rights shall not be affected by any provision of these Terms.

4. Noonah’s obligations for the supply of Services
4.1 Subject to these Terms, Noonah shall supply the Services to the Customer in accordance with the Specification in all material respects.
4.2 Noonah reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Noonah shall notify the Customer in any such event.
4.3 Noonah warrants that the Services will be provided using reasonable care and skill.
4.4 Where the Services require the use of Noonah’s Equipment, Noonah shall provide such Equipment to the Customer in accordance with clause 6.
4.5 This Contract shall not prevent Noonah from entering into similar contracts with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Contract.

5. Configuration Services
5.1 The Customer shall supply Noonah with Customer Materials required for Noonah to prepare the Event Configuration in good time. The Customer Materials shall be in such format as Noonah may specify and shall adhere to any guidelines provided by Noonah to the Customer.
5.2 Noonah shall prepare and deliver to the Customer for the Customer’s approval the Event Configuration prior to the start of Event Period or as agreed in the Booking Confirmation Form. The Customer will be deemed to have accepted the Event Configuration unless they notify Noonah otherwise, such notice to be given without undue delay and in any event before the start of the Event Period. If the Customer provides less notice than required, the Customer acknowledges that Noonah may not be able to complete the Event Configuration prior to the start of the Event Period.

6. Supply of Equipment
6.1 Noonah shall provide the Equipment to the Customer for use at the Venue during the Event Period subject to the terms and conditions of the Contract.
6.2 Delivery of the Equipment shall be made by Noonah. Noonah shall use all reasonable endeavours to make Delivery by the date and time agreed between the parties.
6.3 Noonah shall install the Equipment at the Venue. The Customer shall procure that a duly authorised representative of the Customer shall be present at the delivery of the Equipment. If the Customer or their authorised representative does not raise any issues with the Noonah in relation to the Equipment immediately following delivery, this shall be treated by Noonah as conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by Noonah, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.
6.4 To facilitate Delivery , the Customer shall at its sole expense prepare the area where the Equipment is to be located in accordance with any instructions provided by Noonah and provide all required materials, facilities, access and suitable working conditions at the Venue to enable Delivery and installation of the Equipment to be carried out safely and expeditiously.
6.5 The Equipment shall at all times remain the property of Noonah, and the Customer shall have no right, title or interest in or to the Equipment (save the right to use the Equipment subject to the terms of the Contract).
6.6 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Event Period and any further term during which the Equipment is in the possession, custody or control of the Customer.
6.7 The Customer shall give immediate written notice to Noonah in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.
6.8 The Customer acknowledges that Noonah shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Noonah on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of the Contract.

7. Event Services
7.1 The Event Services shall be provided by Noonah during the Event Period using, where applicable, the Equipment and proprietary Software delivered locally and/or over the internet which it will licence to the Customer in accordance with clause 10.
7.2 The Software may require access to the internet in order for such Software to operate as described and to facilitate the sharing of Customer Creations online.
7.3 Where the Customer is responsible for ensuring that internet connectivity is provided at the Venue, the Customer should ensure a minimum 10mbps upload and 10mbps download connection which must be free from security devices preventing two devices connecting to one another and/or from firewalls which prevent images being shared via email or social sharing. Firewalls must also allow for remote access via Teamviewer by our technical team. Customer must also ensure sufficient IP addresses are allocated to Noonah for our Services. If you are unsure of the number of IP addresses required please ask the Noonah account manager.
7.4 Noonah shall not be responsible for any delays, delivery failures and all other loss or damage arising from or relating to the network connections of the Venue or caused by the internet or telecommunications network (including where Noonah has supplied any mobile internet access). The Customer acknowledges that the Event Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.5 Noonah does not warrant that the Customer’s use of the Event Services will be uninterrupted or error-free.
7.6 All use of the Event Services by Guests shall be subject to Noonah’s end-user licence in place from time to time.
7.7 The Customer shall not, and where applicable shall procure that the End Client and any Guests who are permitted access to the Event Services by the Customer or End Client, shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Event Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) promotes unlawful violence;
e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f) is otherwise illegal or causes damage or injury to any person or property;
and Noonah reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s and/or End Client’s access to any material that breaches the provisions of this clause and immediately delete any such material.
7.8 The Customer shall not, and where applicable shall procure that the End Client and any Guests who are permitted access to the Event Services by the Customer or End Client, shall not:
a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(ii)attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
b) access all or any part of the Event Services in order to build a product or service which competes with the Services; or
c) use the Event Services to provide services to third parties other than as permitted under this Contract; or
d) subject to clause 17.3, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Event Services available to any third party, or
e) introduce or permit the introduction of, any Virus into Noonah’s network and information systems.
7.9 The Customer shall, and where applicable shall procure that the End Client shall, use all reasonable endeavours to prevent any unauthorised access to, or use of, the Event Services and, in the event of any such unauthorised access or use, promptly notify Noonah.
7.10 Products. Where the Event Services permit the Customer to create customisable products, Noonah shall make such products available to the Customer in accordance with the Specification. The Customer shall ensure that such products are used for the intended purpose and in accordance with any safety instructions provided by Noonah or displayed on the product.
7.11 Support. If the Customer wishes to report any issues with the Event Services or Equipment during the Event Period, the Customer should contact Noonah on the following telephone number +441246918145. This phone is manned during normal office hours Monday to Friday 9am-530pm GMT. Noonah endeavours to answer messages left outside of these hours, but cannot guarantee it.

8. Customer’s obligations
8.1 The Customer shall:
a) ensure that the Booking Confirmation Form and any information it provides in the Specification are complete and accurate;
b) co-operate with Noonah in all matters relating to the Services;
c) provide Noonah with the Customer Materials and ensure that such information is complete and accurate in all material respects;
d) 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;
e) keep all materials, documents and other property of Noonah (Noonah’s Materials) in its possession in safe custody at its own risk until returned to Noonah, and not dispose of or use the Noonah’s Materials other than in accordance with Noonah’s written instructions or authorisation;
f) permit Noonah or its duly authorised representative to install, operate and/or inspect the Equipment at all reasonable times and for such purpose to enter upon the Venue, and shall grant reasonable access and facilities for such installation, use and/or inspection;
g) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner in accordance with any operating instructions provided by Noonah;
h) take such steps (including compliance with all safety and usage instructions provided by Noonah) as may be necessary to ensure, so far as is reasonably practical, that the Equipment is at all times safe and without risk to health when it is being used;
i) make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment;
j) inform Noonah of all material matters relating to the Equipment including (but not limited to) any instances of soiling, spillage or damage;
k) keep the Equipment at all times at the Venue and as installed by Noonah and shall not move or attempt to move any part of the Equipment;
l) take steps to prevent any abusive behaviour towards Noonah’s staff;
m) provide the required number of electrical power sockets within three metres of the proposed location of the Equipment in the Venue;
n) ensure the Venue is free from any hazards and complies with the applicable health and safety laws and regulations; and
o) at the end of the Event Period or on earlier termination of the Contract allow Noonah or its representatives access to the Venue or any premises where the Equipment is located for the purpose of removing the Equipment.
8.2 If Noonah’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, Noonah 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 Noonah’s performance of any of its obligations;
b) Noonah shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Noonah failure or delay to perform any of its obligations; and
8.3 the Customer shall reimburse Noonah on written demand for any costs or losses sustained or incurred by Noonah arising directly or indirectly from the Customer Default.

9. Charges and payment
9.1 The Charges for the Services shall be as set out in the Booking Confirmation Form.
9.2 Noonah shall invoice the Customer for the Charges before or on receipt of the Booking Confirmation Form.
9.3 The Customer shall pay each invoice submitted by Noonah:
a) within 24 hours of the date of the invoice; and
b) in full and in cleared funds to a bank account nominated in writing by Noonah, and
time for payment shall be of the essence of the Contract.
9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time.
9.5 If the Customer fails to make a payment due to Noonah under the Contract by the due date, then, without limiting Noonah’s remedies under clause 14, 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 9.5 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%.
9.6 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. Grant of Licences
10.1 Noonah shall grant the End Client and/or the Customer a non-exclusive, non-transferable right, to permit the End Client and/or the Customer to use the Software and provide access to the Software for Guests during the Event Period subject to the restrictions set out in clause 6.8 and the other terms and conditions of the Contract. The Customer may access and use the Software via the Equipment or in some cases via a web browser as specified in the Booking Confirmation Form.
10.2 The Customer grants Noonah a non-exclusive, royalty-free, non-transferable licence to:
a) reproduce, copy, and modify the Customer Materials and Customer Creations for the purpose of providing the Services; and
b) reproduce the Customer Materials and Customer Creations in any advertising or promotional material relating to the Services subject to compliance with the Data Processing Agreement where Customer Creations contain personal data.
10.3 The Customer further agrees that Noonah shall be entitled to photograph, film or screengrab the provision of the Services for use in any advertising or promotional material relating to the Services. Noonah shall be the data controller of any personal data captured in such manner and the terms of the Data Protection Agreement shall not apply to such personal data.
10.4 The Customer shall ensure that it has all necessary licences, permissions and consents which may be required in order to grant Noonah the licence in clauses 10.2 and 10.3.

11. Intellectual property rights
11.1 All Intellectual Property Rights in connection with the Services (other than Intellectual Property Rights in any Customer Materials and Customer Creations) are owned by Noonah.
11.2 The Customer shall own any Intellectual Property Rights in the Customer Materials.
11.3 If Customer (or End Client) require Noonah to manipulate or aggregate Customer Creations, and/or for a copy of any Customer Creations (or such manipulated or aggregated deliverable) to be provided to Customer or End-Client for any purpose, Customer is responsible for ensuring that it has all legal rights necessary for Noonah to create and/or transfer such copies to Customer (including any licence or consent required from Guests). Where Customer provides Noonah with consent, notices, terms or other wording to be incorporated into the Services, Noonah will ensure that such consents, notices, terms or other wordings are displayed to the Guest in such manner as the parties may agree.
11.4 If Customer instructs Noonah to upload/share Customer Creations to LinkedIn, Facebook, Twitter and Instagram the Customer agrees that it shall be responsible for ensuring that it, the End Client and any other third parties accessing the Customer Creations abide by the Facebook, Twitter and Instagram Terms of Use which can be found on their respective websites, together with the terms of use of any websites or mobile applications operated by Noonah or its partners.
11.5 If the Customer requires Noonah to remove any Customer Creations from the Services for any reason, the Customer should notify Noonah in writing. Noonah will remove such Customer Creations from the Services as soon as reasonably practicable after it has received notification from the Customer. Noonah shall only be responsible for removing Customer Creations which are within its control.
11.6 The Customer shall defend, indemnify and hold harmless Noonah against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Noonah’s use of the Customer Materials (including any derivations of them approved by the Customer) and the Customer Creations, provided that:
a) the Customer is given prompt notice of any such claim;
b) Noonah provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
c) the Customer is given sole authority to defend or settle the claim.

12. Data protection
12.1 Noonah shall process any personal data which it receives under this Contract in accordance with the Data Processing Agreement.

13. Limitation of liability
13.1 Subject to clause 13.2, Noonah’s maximum aggregate liability for breach of the Contract (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the Charges paid to Noonah under the Contract.
13.2 Nothing in the Contract shall exclude or in any way limit:
a) either party’s liability for death or personal injury caused by negligence; or
b) either party’s liability for fraud or fraudulent misrepresentation;.
13.3 Subject to clause 13.2, this clause 13.3 sets out the types of loss that are wholly excluded for Noonah:
a) loss of profits.
b) loss of sales or business.
c) loss of agreements or contracts.
d) loss of anticipated savings.
e) loss of use or corruption of software, data or Customer Creations;
f) loss of or damage to goodwill; and
g) indirect or consequential loss.
13.4 The Contract sets forth the full extent of Noonah’s obligations and liabilities in respect of the Services.
13.5 The Customer assumes sole responsibility for results obtained from the use of the Services. Noonah shall have no liability for any damage caused by errors or omissions in any information, instructions or designs provided to Noonah by the Customer in connection with the Services, or any actions taken by Noonah at the Customer’s direction. This clause 13 shall survive termination of the Contract.

14. Termination
14.1 Without affecting any other right or remedy available to it, Noonah may terminate the Contract with immediate effect by giving written notice to the Customer if:
a) the Customer fails to pay any amount due under the Contract on the due date for payment;
b) the Customer, in the opinion of Noonah, commits a material breach of any other term of the Contract including without limit clauses 5 or 8 which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of one day after being notified to do so;
c) Noonah’s staff suffer or feel abuse or are threatened during the Event;
d) the Equipment is being or is in danger of being damaged by the Customer, its staff or Guests;
e) Noonah deems the Venue as unsafe for the use of the Equipment;
f) If the Equipment in Noonah’s reasonable opinion, is damaged beyond repair, lost, stolen, seized or confiscated as a result of the Customer’s act or omission;
g) the Customer 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); or
h) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
14.2 If the Contract is terminated by Noonah during the Event Period pursuant to this clause 14.1 Noonah may by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment and for this purpose may enter the Venue or any premises at which the Equipment is located and without prejudice to any other rights or remedies of Noonah, the Customer shall pay to Noonah on demand:
a) all Charges and other sums payable in accordance with the Booking Confirmation Form at the date of such demand together with any interest accrued pursuant to clause 9.5; and
b) any costs and expenses incurred by Noonah in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
14.3 Upon termination of the Contract pursuant to clause 14.1, any other repudiation of the Contract by the Customer which is accepted by Noonah, without prejudice to any other rights or remedies of Noonah, the Customer shall pay to Noonah on demand a sum equal to the whole of the Charges that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Event Period.

15. Consequences of termination
15.1 On termination of the Contract:
a) the Customer shall immediately pay to Noonah all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Noonah shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b) the Customer shall return and/or delete as instructed by Noonah all of the Noonah’s Materials.
c) Noonah shall return and/or delete as instructed by the Customer all of the Customer Materials and Customer Creations. the licences granted in accordance with clause 10 shall terminate.
15.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

16. Confidentiality
16.1 Each party undertakes that it shall not at any time, and for a period of two 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 16.2.
16.2 Each party may disclose the other party’s confidential information:
a) to its suppliers, employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its suppliers, employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

17. General
17.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
17.2 If either party is delayed or prevented from or hindered in performing its obligations under this agreement by a Force Majeure Event, such party shall:
a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
b) use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this agreement; and
c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.
17.3 Assignment and other dealings.
a) Noonah may subcontract or assign the Contract or any part of it to a third party.
b) The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Noonah.
17.4 Entire agreement.
a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
c) Nothing in this clause shall limit or exclude any liability for fraud.
17.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.6 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.
17.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 17.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.8 Notices.
a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in Booking Confirmation Form.
b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.8b)
(iii), business hours means 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 17.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
17.9 Third party rights.
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.
17.10 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.
17.11 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. |||