Terms and Conditions

Issue Date: 9th June 2026

Global QA Limited (GQA) t/a Global QA Consultants incorporated and registered in England and Wales with company number 05663266 whose registered office is at Office 53, 24-28 St. Leonards Road, Windsor, Berkshire, England, SL4 3BB

  1.   INTERPRETATION  

The definitions in the Service Offer and the following definitions and rules of interpretation apply in the Agreement.

1.1  Definitions 

Applicable Laws: all applicable laws, statutes and regulations from time to time in force.

Applicable Data Protection Laws: means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b) To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which GQA is subject, which relates to the protection of personal data.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Change Order: has the meaning given in clause .

Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to GQA in connection with the Services.

Client Personal Data: any personal data which GQA processes in connection with the Agreement, in the capacity of a processor on behalf of the Client.

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

Deliverables: means any deliverables specifically created by GQA for the Client as part of the Services as detailed in the Proposal, but specifically excluding any foreground Intellectual Property Rights of GQA existing before the Start Date and/or developed by GQA independently of the Agreement.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Implementation Services: any implementation services to be provided by GQA, as specified in the Service Offer.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks 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.

Maintenance Services: any maintenance services to be provided by GQA, as specified in the Service Offer.

Start Date: has the meaning given in clause .

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2  Clause headings shall not affect the interpretation of the Agreement. 

1.3  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

1.4  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 

1.5  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 

1.6  Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

1.7  A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time   and a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time. 

1.8  A reference to writing or written includes email. 

1.9  Any obligation on a party not to do something includes an obligation not to allow that thing to be done. 

1.10  A reference to the Agreement or to any other agreement or document referred to in the Agreement is a reference of the Agreement or such other agreement or document, in each case as varied from time to time. 

1.11  References to clauses are to the clauses of the Agreement. 

1.12  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. 

  1.   COMMENCEMENT AND DURATION  

2.1   The  Agreement shall commence on the earlier of (i) the date GQA starts providing the Services; or (ii) the date the second party signs the Service Offer (‘Start Date’).  

2.2  Where GQA is providing Implementation Services, unless terminated earlier in accordance with clause 13 the Agreement shall continue for the Term .

2.3 Where GQA is providing Maintenance Services, unless terminated earlier in accordance with clause 13, the Agreement shall continue for the Initial Duration and shall automatically extend for successive twelve-month periods (Renewal Term) at the end of the Initial Term and at the end of each Renewal Term. A party may give written notice to the other party, not later than 30 days before the end of the Initial Term or the relevant Renewal Term, to terminate the Agreement at the end of the Initial Term or the relevant Renewal Term, as the case may be.

  1.   RESPONSIBILITIES OF GQA

3.1  GQA shall use reasonable endeavours to supply the Services, and deliver the Deliverables to the Client, in accordance with the Agreement in all material respects.   All reporting shall be to the Client Representative.

3.2  GQA shall use reasonable endeavours to meet any performance dates agreed by the parties from time to time but any such dates shall be estimates only and time for performance by GQA shall not be of the essence of the Agreement. 

3.3  GQA shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Client’s premises and that have been communicated to it under clause , provided that it shall not be liable under the Agreement if, as a result of such observation, it is in breach of any of its obligations under the Agreement. 

  1.   CUSTOMER’S OBLIGATIONS  

4.1  The Client shall: 

(a)  co-operate with GQA in all matters relating to the Services; 

(b)  provide, for GQA, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, information, data and other facilities as required by GQA; 

(c)  provide to GQA in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) required by GQA in connection with the Services and ensure that they are accurate and complete; 

(d)  inform GQA of all health and safety and security requirements that apply at any of the Client’s premises; 

(e)  obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable GQA to provide the Services, including in relation to the use of all Client Materials, in all cases before the date on which the Services are to start ;

(f) where required, provide any suitable protective equipment;

(g) advise GQA of any changes in the Client’s organisation which are likely to affect GQA’s delivery of the Services including any change that affects the management system’s compliance with the criteria referred to under the Agreement prior to making the changes.

4.2  If GQA’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, or employees, then, without prejudice to any other right or remedy it may have, GQA shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client. 

  1.   PERSONNEL

5.1 GQA shall use reasonable endeavours to ensure that the Named Consultant does not change during the term of the Agreement but GQA may replace that person from time to time where reasonably necessary in the interests of GQAs business and/or due to such individual being unavailable to provide the Services.

  1. NON-SOLICITATION  

6.1  The Client shall not, without the prior written consent of GQA, at any time from the date of the Agreement to the expiry of 12 months after the termination or expiry of the Agreement, solicit or entice away from GQA or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant, or subcontractor of GQA in the provision of services to the Client. 

6.2  Any consent given by GQA in accordance with clause shall be subject to the Client paying to GQA a sum equal to 20% of the then current annual remuneration of GQA’s employee, consultant or subcontractor (calculated by reference to the average annual remuneration over the previous twelve months) or, if higher, 20% of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor. 

  1.   CHANGE CONTROL  

7.1  Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on: 

(a)  the Services; 

(b)  the Fees; 

(c)  the timetable of the Services; and 

(d)  any of the terms of the Agreement,

(e) and shall be in the form of the template attached at Schedule 1. 

7.2  If GQA wishes to make a change to the Services it shall provide a draft Change Order to the Client. 

7.3  If the Client wishes to make a change to the Services: 

(a)  it shall notify GQA and provide as much detail as GQA reasonably requires of the proposed changes, including the timing of the proposed changes; and 

(b)  GQA shall, as soon as reasonably practicable after receiving the information at clause , provide a draft Change Order to the Client. 

7.4  If the parties: 

(a)  agree to a Change Order, they shall sign it and that Change Order shall amend the Agreement; or 

(b)  are unable to agree a Change Order,  the Services shall continue to be provided without amendment.

7.5  GQA may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Client pursuant to clause on a time and materials basis at GQA’ standard daily rates. 

8. CHANGE CONTROL  

8.1 The Client acknowledges and agrees that the Service Provider may undergo a Change of Control during the term of this Agreement.

8.2 For the purposes of this Agreement, “Change of Control” means any sale, transfer, merger, acquisition, reorganisation, investment, management buyout, or other transaction resulting in a change in the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or share capital of the Service Provider, or otherwise resulting in a change in the person or entity exercising Control of the Service Provider.

8.3 In the event of a Change of Control of the Service Provider:

      • this Agreement shall remain in full force and effect and shall continue to bind and benefit the parties and any successor, purchaser, acquirer or transferee of the Service Provider;
      • the Service Provider may assign, transfer, novate or otherwise dispose of any or all of its rights and obligations under this Agreement to any successor, purchaser, acquirer or affiliated entity without the prior consent of the Client;
      • the Client shall not be entitled to terminate, suspend or otherwise vary this Agreement solely as a result of such Change of Control;
      • the Service Provider shall be entitled to review and amend its Charges and commercial terms following a Change of Control by providing not less than sixty (60) days’ written notice to the Client. Any revised Charges or commercial terms shall take effect on the date specified in the notice; and
      • any successor, purchaser or acquirer of the Service Provider shall be entitled to exercise all rights and remedies available to the Service Provider under this Agreement.
      • The Service Provider shall provide the Client with written notice of any Change of Control within a reasonable period following completion of the transaction.

    9. CHARGES AND PAYMENT  

    9.1  In consideration of the provision of the Services by GQA, the Client shall pay the Fees in accordance with the Payment Terms. 

    9.2  The Fees shall include any expenses   unless otherwise specified within the Proposal. 

    9.3 Except as otherwise set out in the Service Offer, invoices will be issued on the 28th of each month and are payable within 30 days of date of issue.

    9.4 Where the Client postpones or cancels a pre-agreed consultancy visit within 24 hours of the scheduled date, GQA reserves the right to charge an additional day rate of the Consultancy Day Rate.

    9.5  Except where GQA is providing Implementation Services or Maintenance Services for an Initial Term of three years where the Fees will be fixed, GQA reserves the right to increase the Fees on an annual basis with effect from each anniversary of the Start 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 date of the Agreement and shall be the latest available figure for the percentage increase in the Retail Prices Index. 

    9.6  GQA shall invoice the Client for the Charges in accordance with the Payment Terms. If no intervals are so specified GQA shall invoice the Client at the end of each month for Services  agreed.

    9.7  Without prejudice to any other right or remedy that it may have, if the Client fails to pay GQA any sum due under the Agreement on the due date, GQA reserves the right to charge: 

    (a)  the Client 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 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%; 

    (b)  GQA may suspend all or part of the Services until payment has been made in full. 

    9.8  All sums payable to GQA under the Agreement: 

    (a)  are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and 

    (b)  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.  INTELLECTUAL PROPERTY RIGHTS  

    10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by GQA.

    10.2 GQA grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.

    10.3  As between the parties, the Client   shall retain ownership of all Intellectual Property Rights in the Client Materials and   grants GQA a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Agreement for the purpose of providing the Services to the Client. 

    11. DATA PROTECTION     

    11.1  Each party will comply with all applicable requirements of the Applicable Data Protection Laws. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws. 

    11.2 For the purposes of the Agreement, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

    11.3 The parties have determined that for the purposes of Applicable Data Protection Laws, GQA shall process the Client Personal Data as a processor on behalf of the Client. The Service Offer sets out the scope, nature and purpose of processing by GQA, the duration of the processing and the types of personal data and categories of data subject.

    11.4 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to GQA and/or lawful collection of the same by GQA for the duration and purposes of the Agreement.

    11.5  GQA shall, in relation to the Client Personal Data: 

    (a) process it on the documented instructions of the Client, unless GQA is required by Applicable Data Protection Laws to otherwise process the Client Personal Data. Where GQA is relying on Applicable Data Protection Laws as the basis for processing Client Personal Data, GQA shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Data Protection Laws prohibit GQA from so notifying the Client on important grounds of public interest. GQA shall inform the Client if, in the opinion of GQA, the instructions of the Client infringe Applicable Data Protection Laws;

    (b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are 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;

    (c) ensure that any personnel engaged and authorised by GQA to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

    (d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to GQA), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

    (e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

    (f)  at the written direction of the Client, delete or return Client Personal Data and any copies to the Client on termination of the Agreement unless GQA is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this clause , Client Personal Data shall be considered deleted where it is put beyond further use by GQA; and 

    (g) maintain records to demonstrate its compliance with this clause , and allow for reasonable audits by the Client or the Client’s designated auditor, for this purpose, on reasonable written notice.

    10.6 The Client provides its prior, general authorisation for GQA to:

    (a) appoint processors to process the Client Personal Data, provided that GQA:

    (i) (i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on GQA in this clause ;

    (ii) (ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of GQA; and

    (iii) (iii) shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to GQA’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify GQA for any losses, damages, costs (including legal fees) and expenses suffered by GQA in accommodating the objection.

    (b) transfer Client Personal Data outside the UK, provided that GQA shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of GQA, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

    12. CONFIDENTIALITY  

    12.1  Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause . 

    12.2  Each party may disclose the other party’s confidential information: 

    (a)  to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause ; and 

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

    12.3  No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement. 

    13. LIMITATION OF LIABILITY  

    13.1  References to liability in this clause include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

    13.2  Nothing in the Agreement 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 

    (c)  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 

    13.3  Subject to clause , the total liability of GQA to the Client shall   not exceed the total amount of the Fees paid or payable by the Client under the Agreement .

    13.4  Subject to clause , GQA shall not be liable to the Client in respect of the following types of loss:   loss of profits;   loss of sales or business;   loss of agreements or contracts;   loss of anticipated savings;   loss of use or corruption of software, data or information;   loss of or damage to goodwill; and   indirect or consequential loss. 

    14. TERMINATION     

    14.1  Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: 

    (a)  the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of [15] days after being notified in writing to do so; 

    (b)  the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; 

    (c) 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;

    (d)  the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 

    (e)  the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy. 

    14.2  Without affecting any other right or remedy available to it, GQA may terminate the Agreement with immediate effect by giving written notice to the Client if: 

    (a)  the Client fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or 

    (b)  there is a change of Control of the Client. 

    14.3 GQA may terminate the Agreement at any time by giving written notice to the Client. The Client may terminate the Agreement at any time by giving 30 days’ written notice to GQA.

    14.4  On termination or expiry of the Agreement: 

    (a)  the Client shall immediately pay to GQA all of GQA’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, GQA may submit an invoice, which shall be payable immediately on receipt. Unless otherwise agreed, consultancy days will be invoiced at the Consultancy Day Rate plus VAT and are payable immediately on receipt; 

    (b)  those clauses intended by the parties to survive termination shall continue in force. 

    14.5  Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or 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 agreement which existed at or before the date of termination or expiry. (e.g. damages incurred as a result of inciting our personnel to breach their contractual obligations).

    15. FORCE MAJEURE  

    15.1  Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:   acts of God, flood, drought, earthquake or other natural disaster;   epidemic or pandemic;   terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;   nuclear, chemical or biological contamination or sonic boom;   any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;   collapse of buildings, fire, explosion or accident;   any labour or trade dispute, strikes, industrial action or lockouts ;  and   interruption or failure of utility service. 

    15.2  If a party is prevented, hindered or delayed in or from performing any of its obligations under the Agreement by a Force Majeure Event that party shall not be in breach of the Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. 

    16. ASSIGNMENT AND OTHER DEALINGS  

    16.1  The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the consent in writing of GQA.  

    16.2 GQA may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all its rights under the Agreement.

    17. VARIATION  

    17.1 Subject to clause  (Change control), no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    18. WAIVER  

    18.1  A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

    18.2  A failure or delay by a party to exercise any right or remedy provided under the Agreement 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 Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 

    19. RIGHTS AND REMEDIES  

     19.1 The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 

    20. SEVERANCE  

    20.1  If any provision or part-provision of the Agreement 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 the Agreement. 

    20.2  If any provision or part-provision of the Agreement is deemed deleted under clause 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. 

    21. ENTIRE AGREEMENT  

    21.1  The Agreement 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. 

    21.2  Each party agrees that it 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 Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. 

    22. NO PARTNERSHIP OR AGENCY  

    22.1  Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 

    22.2  Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

     23. THIRD PARTY RIGHTS  

    23.1  The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. 

    24. NOTICES  

    24.1  Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be: 

    (a)  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 

    (b)  sent by email to the email address habitually used by the other party  in connection with the Agreement.

    24.2  Any notice or communication shall be deemed to have been received: 

    (a)  if delivered by hand, at the time the notice is left at the proper address; 

    (b)  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 

    (c)  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 , 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. 

    24.3  This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

    24.4  A notice given under the Agreement is not valid if sent by email. 

    25. GOVERNING LAW  AND JURISDICTION

    25.1 The Agreement 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   and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wa les.