Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

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

1.1. Definitions:

Booking

a request from the Customer for us to provide the Services made by email or telephone and which includes a purchase order submitted by the Customer;

Business Day

a day other than a Saturday, Sunday or public holiday in England;

Business Hours

the hours of 08:00 to 18:00 GMT on a Business Day;

Call Sheet

means the document provided by you to us specifying the Site where, and time that, the Services are required and any additional information relating to the day’s activities that might be required for us to provide the booked services including directions, parking and key contacts;

Charges

the charges payable by you for the provision of the Services in accordance with Clause 8;

Commencement Date

has the meaning given in Clause 3.1.3;

Conditions

these terms and conditions as amended from time to time in accordance with Clause 17;

Confirmed Booking

has the meaning given to it in Clause 3.1.3;

Contract

the contract between the parties for the provision of Services in accordance with these Conditions;

Control

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

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Customer

the person or firm who purchases the Services from the Supplier;

Customer Default

has the meaning set out in Clause 7;

Data Protection Legislation

means the UK Data Protection Legislation and any other European Union legislation 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 personal data (including, without limitation, the privacy of electronic communications);

Early Start

has the meaning set out in Clause 3.3.4;

Employees

the paramedics, paramedic technicians and medical staff employed by us to provide the Services;

Force Majeure Event

means any circumstances beyond the reasonable control of a party including strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), acts of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, sanctions, embargo, accident, power failure, breakdown of plant or machinery, fire, flood, drought, storm, earthquake or other natural disaster, disease, epidemic, pandemic or other notifiable disease, public health emergency, default of suppliers or sub-contractors, difficulties or increased expense in obtaining raw materials, labour, fuel, parts or machinery, or import or export regulations or embargoes;

Late Finish

has the meaning set out in Clause 3.3.5;

Quote

the Supplier’s written estimate for the provision of the Services;

Rates

means the rates set out in our Quote;

Safe Cut-off Time

has the meaning set out in Clause 3.3.8;

Services

means the provision of healthcare professionals, together with associated vehicles, services and equipment (excluding any

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Covid-19 testing) at the Site and as expressly set out in the Quote;

Services Period

is the period specified in the Quote unless amended or cancelled under Clause 2 or as a result of termination of this Contract in accordance with Clause 11;

Shift

means the time that an Employee is required to be at a Site to deliver the Services as agreed between the parties but in any event shall be between the hours of 08:00 to 20:00 GMT unless otherwise agreed by us in writing;

Site

means place where the Services are to be provided as set out in the Quote unless amended by Clause 2;

Specification

the description or specification of the Services as set out the Quote;

Supplier (“we”, “us” or “our”)

means Location Medical Services Limited (No. 5038929) Greens Court, West Street, Midhurst, West Sussex, GU29 9NQ;

Supplier Materials

has the meaning set out in Clause 5.1.6;

Total Charges

has the meaning set out in Clause 3.2.1.1; and

VAT

means value added tax or any equivalent or replacement tax chargeable in the UK or elsewhere.

1.2. Interpretation:

1.2.1. References to you or your are references to the Customer.

1.2.2. References to we, us or our is a reference to the Supplier.

1.2.3. Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:

1.2.3.1. is a reference to it as amended, extended or re-enacted from time to time; and

1.2.3.2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.2.4. 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.

1.2.5. A reference to writing or written includes fax and email.

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2. GENERAL PROVISIONS

2.1. These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. Any quotation given by us shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

2.3. Any descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures, or websites are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force unless otherwise agreed in writing.

3. BOOKINGS, CANCELLATIONS AND CHANGES

3.1. Bookings:

3.1.1. A Booking constitutes an offer by you to purchase Services in accordance with these Conditions whether made by telephone or email.

3.1.2. We reserve the right to decline any Bookings.

3.1.3. A Booking shall only be deemed to be accepted:

3.1.3.1. when we confirm acceptance of the Booking in writing or by telephone following our receipt of a purchase order number or confirmation from you that you wish for us to provide the Services in accordance with the Quote and,

3.1.3.2. where applicable (and in accordance with clause 8.2), once any up-front Charges are paid,

(Confirmed Booking), at which point, and on which date the Contract shall come into existence (Commencement Date).

3.1.4. We may, at our discretion, make provisional bookings but we shall not be bound to allocate Employees or Supplier Materials to a Site for the purpose of delivering any Services where a Booking is not a Confirmed Booking.

3.2. Cancellation:

3.2.1. We shall be entitled to:

3.2.1.1. 100% of the total Charges for the Services Period (Total Charges) in relation to a Confirmed Booking where you cancel a Confirmed Booking for the supply of Services within 24 hours (excluding Saturdays, Sundays and Bank Holidays 00:00 to 23:59) hours of the first day of the Services Period and where that Confirmed Booking required 3 or fewer Employees to attend a Site on any one day; or

3.2.1.2. 100% of the Total Charges for the Services Period where you cancel a Confirmed Booking for the supply of Services within 72 hours (excluding Saturdays, Sundays and Bank Holidays 00:00 to 23:59) hours of the first day of the Services Period and where that Confirmed Booking required 4 or more Employees to attend a Site on any one day; or

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3.2.1.3. 50% of the Total Charges in relation to a Confirmed Booking where you cancel a Confirmed Booking between:

3.2.1.3.1. 72 hours (excluding Saturdays, Sundays and Bank Holidays 00:00 to 23:59) hours and 6 Business Days prior to the start of the of the first day of the Services Period, and where the Confirmed Booking requires 4 or more Employees to attend a Site on any one day.

3.2.2. If you have paid any Charges in advance, we will offer a full refund of the Charges paid where you cancel a Confirmed Booking more than 7 Business Days prior to the start of the of the first day of the Services Period.

3.2.3. Material changes to the details of a Confirmed Booking relating to the number of Employees required to perform the Services and/or the Shift times of our Employees and/or the location of a Site may at our discretion constitute a cancellation and the cancellation fees detailed in this clause 3.2 will apply.

3.2.4. The cancellation provisions set out in this Clause 3.2 shall apply to Confirmed Bookings that are cancelled even where they are subsequently re-booked by you.

3.2.5. For a cancellation to be valid it must be made in writing or by telephone directly to our offices and acknowledged by us in writing. Cancellation periods are calculated from the time cancellations are received and acknowledged by us – not the time emails (or other electronic communication) re sent, or telephone messages are left without acknowledgement.

3.3. Changes:

3.3.1. We recognise that some Bookings are urgent and you may not always have a finalised Call Sheet available by 18:00 hours GMT ahead of a Confirmed Booking where the Services Period commences on the next day. Our on-call manager will forward to the appropriate Employee the required updated event information or Call Sheets for Film & TV productions sent to us outside of our Business Hours provided the information is received no later than 22:00 hours GMT on the day before the start of the Services Period and it is sent to callsheets@locationmedical.com.

3.3.2. If you fail to make contact with us and/or fail to provide

a completed Call Sheet or the time for the first Shift of the Services and location of the Site for us to provide the Services (in accordance with Clause 3.3.1), the day prior to the first day of the Services Period, then we will assume that the Services are no longer required and the cancellation terms and the cancellation fees set out under clause 3.2 shall apply

3.3.3. For the safety reasons we cannot ask Employees to complete a Shift with an Early Start or Late Finish without that Employee’s prior agreement.

3.3.4. An Early Start is where a Shift begins before 08:00 Hours GMT.

3.3.5. A Late Finish is where a Shift ends after 20:00 hours GMT.

3.3.6. Where a Shift is to begin with an Early Start, we require a finalised copy of the call sheet relating to the Shift subject to an Early Start to be provided to our Employees at least 10 hours prior to the commencement of the Shift. The finalised call sheet must state the time and location of the Site where the Services are to be performed. Where we do not have this information to hand at least 10 hours prior to the start of the Shift

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subject to an Early Start we will provide an Employee to attend the Site for the purpose of delivering the Services at the Shift time agreed in the Booking Confirmation.

3.3.7. Where practicable, you should inform us at the time of Booking or in advance of a Shift where it is likely that a Shift may extend beyond 22:00 hours GMT.

3.3.8. From time to time we may implement a safe cut-off time after which Employees will leave a Site to ensure our Employees achieve adequate levels of rest (Safe Cut-off Time). In such instances the Safe Cut-off Time may be based on our Employees achieving a minimum period of 8 hours rest at home or other accommodation as the case may be from the end of one Shift and prior to the commencement of the Employee’s next Shift.

3.3.9. Where a Shift ends due to a Safe Cut-off Time being implemented, all Charges up to the point at which our Employees depart from the Site will be payable by you and we will not be liable for providing or paying for the costs of any alternative medical services required after our Employees have left a Site which may be required as a consequence of a Safe Cut-off Time being implemented.

3.3.10. In circumstances where you inform us after a Booking has become a Confirmed Booking that a Shift falls outside the hours of 08:00 to 20:00 GMT and where we cannot accommodate the updated Shift times, we reserve the right to cancel the Shift, as amended, and we will not be under any obligation to refund in whole or in part the applicable Charges in respect of cancelled shift, or have any further liability to you. We will still provide the Shift as detailed in the Confirmed Booking, unless you advise us in writing that you do not wish us to provide the agreed Services for the relevant Shift, whereupon, the cancellation provisions under clause 3.2 shall apply.

4. SUPPLY OF SERVICES

4.1. We shall provide the Service in accordance with the Specification during the Services Period.

4.2. In providing the Services we shall:

4.2.1. employ and provide Employees who are appropriately qualified and trained to provide the Services; and

4.3. We shall require our Employees to be aware of and comply so far as is reasonably possible with the relevant policies and procedures as provided to us by you when on the Site.

4.4. We reserve 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 we shall notify you in any such event.

4.5. From 1st April 2011 it became a legal requirement for any company providing ambulance or professional medical services in England to be inspected, approved and licensed by the Care Quality Commission. We are fully licensed and approved by the CQC to provide ambulance and urgent care services. Full details of approved companies and their inspection results are available on www.cqc.org.uk/findcareservices.cfm

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5. YOUR OBLIGATIONS

5.1. You shall:

5.1.1. ensure that the terms of the Booking are complete and accurate and that the Specification reflects your requirements;

5.1.2. obtain and maintain all necessary licences, permissions and consents which may be required for the Services the day prior to the first day of the Service Period;

5.1.3. provide, for us, our Employees, our agents, subcontractors, and consultants in a timely manner and at no charge, access to the Site, data and other facilities as reasonably required by us;

5.1.4. provide us with such information and assistance as we may reasonably require to provide the Services;

5.1.5. comply with all applicable laws, including health and safety laws relating to the Site and our provision of the Services at the Site;

5.1.6. keep all of our materials, equipment, documents and other property (Supplier Materials) at your premises or any premises or location where Services are to be provided in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation;

5.1.7. comply with any additional obligations as set out in the Specification;

6. EMPLOYEES

6.1. You shall:

6.1.1. report any concerns about any Employees immediately to us;

6.1.2. not infer that you are the employer of any of the Employees;

6.1.3. not seek to provide work to, control the work of, or dictate the method of work of the Employees;

6.1.4. not seek to deal with any employment issues or reprimand any of the Employees;

6.1.5. treat the Employees appropriately and properly and with due respect;

6.1.6. procure that we have sufficient access to the Site;

6.1.7. subject to Clause 9 provide Employees with access to your data and staff records, to carry out the Services effectively; and

6.1.8. not employ any of our Employees, or attempt to approach or employ any of our Employees in any capacity directly or indirectly or refer any of our Employees to any third party at any time during the Services Period and for a period of 6 months thereafter;

6.2. If you fail to comply with your obligation under Clause 6.1.8 and you engage any of our Employees in any capacity within 6 months of an Employee being engaged to provide Services to you, or if you

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refer any of our Employees to a third party which engages the Employee directly in any capacity, then you will be liable to pay to us for the greater of either:

6.2.1. the permanent introduction fee which is 25% of the Employee’s first year gross remuneration from the commencement of such engagement; or

6.2.2. a minimum charge of £150 per day in which the Employee is engaged by you or a third party.

7. CUSTOMER DEFAULT

7.1. If our performance of any of our obligations under the Contract are prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):

7.1.1. without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;

7.1.2. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this Clause 7; and

7.1.3. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

8. CHARGES AND PAYMENT

8.1. The Charges for the Services shall be calculated:

8.1.1. in accordance with our Rates as set out in our Quote as amended or updated by us from time to time to time;

8.1.2. we shall be entitled to charge an overtime rate at the specified rates detailed in the then Quote where any Shift falls outside of the hours of the Shifts specified in the Quote; and

8.1.3. we shall be entitled to charge you for any expenses not explicitly included in the Booking reasonably incurred by our Employees in connection with the Services including travelling expenses (including congestion charges), hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.

8.2. At our sole discretion we may require you to pay any amount up to 100% of the total applicable Charges calculated in accordance with Clause 8.1.1 prior to the commencement of the Services Period requested in a Booking and we will agree this with you before we send a Booking Confirmation.

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8.3. We shall invoice you following the expiry of the Services Period unless otherwise agreed in writing, or where we have requested part or full payment in advance of the commencement of the Services Period.

8.4. You shall pay each invoice submitted by us:

8.4.1. within 28 days of the date of the invoice or in accordance with any credit terms agreed by us and confirmed in writing to you; and

8.4.2. in full and in cleared funds to a bank account nominated by us in writing, and time for payment shall be of the essence of the Contract.

8.5. All amounts payable by you 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 us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

8.6. If you fail to make a payment due to us under the Contract by the due date then you 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 8.6 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%.

8.7. 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).

8.8. If you are unable to process invoices sent to you by email we may charge you an additional administration fee for dealing with your payment requirements. This includes any requirement to set up and using an online payment portal to submit invoices.

8.9. We shall invoice you to the address detailed within your purchase order or confirmation and it is your responsibility to confirm this is correct. If any subsequent changes need to be made as a result of your error then we reserve the right to charge an administration fee.

9. DATA PROTECTION

9.1. The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Legislation. However, the parties anticipate that each party will be a controller of any personal data which it processes for its own purpose.

9.2. In the event that a party is to be appointed to process personal data on behalf of the other party, the parties shall enter into a separate data processing agreement in accordance with the Data Protection Legislation.

9.3. We shall comply with, and shall procure that any Employees comply with, the provisions of the Data Protection Legislation in relation to all personal data that is processed by it in connection with the Contract and any and all such processing shall be undertaken in accordance with the provisions of our applicable privacy notice, an up-to-date copy of which can be found on our website (Locationmedical.com/privacy).

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10. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

10.1. We have obtained insurance cover in respect of our own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss. Details of insurance obtained and in force is available to you on request.

10.2. The restrictions on liability in this Clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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

10.4. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

10.4.1. death or personal injury caused by negligence;

10.4.2. fraud or fraudulent misrepresentation; and

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

10.5. Subject to Clause 10.4, our total liability to you under the Contract shall not exceed 125% of the Total Charges payable to us under the Contract for a Confirmed Booking.

11. TERMINATION

11.1. 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:

11.1.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

11.1.2. 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;

11.1.3. 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

11.1.4. 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.

11.2. Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if:

11.2.1. you fail to pay any amount due under the Contract on the due date for payment; or

11.2.2. you undergo a change of control.

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11.3. Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between the parties if you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in Clause 11.1.1 to Clause 11.1.4 inclusive, or we reasonably believe that you are about to become subject to any of them.

12. CONSEQUENCES OF TERMINATION

12.1. On termination of the Contract:

12.1.1. you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

12.1.2. you shall return all of the Supplier Materials in your possession. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

12.2. Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.

12.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13. FORCE MAJEURE

13.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations (in whole or in part) under the Contract if such delay or failure result from a Force Majeure Event.

13.2. If either party is prevented, hindered or delayed in the performance of any of its obligations under the Contract (in whole or in part) by a Force Majeure Event (the Affected Party), or if such performance is rendered more onerous (in whole or in part), it shall have no liability or be deemed to be in breach of the Contract in respect of the performance of such of its obligations as are prevented by the Force Majeure Event during the continuation of such Force Majeure Event, and for such time after they cease as is necessary for that party, using reasonable endeavours, to recommence its affected operations in order for it to perform its obligations, and the time for performance of any obligations shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or prevented.

13.3. The Affected Party shall:

13.3.1. as soon as reasonably practicable after it becomes aware that its performance of its obligations will or is likely to be affected in the manner described in clause 13.2 by the

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Force Majeure Event, serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to the Force Majeure Event; and

13.3.2. take reasonable steps to avoid or minimise the effect of the Force Majeure Event on the performance of its obligations under the Contract.

13.4. If a party’s performance of its obligations under the Contract is affected by a Force Majeure Event for a continuous period in excess of three months, the other party may terminate the Contract immediately on service of written notice upon the Affected Party.

13.5. For the avoidance of doubt, the occurrence of a Force Majeure Event shall not release the Customer from its obligation to pay any sums due under the terms of the Contract.

14. ASSIGNMENT AND OTHER DEALINGS

14.1. We may at any time assign, subcontract, delegate, or deal in any other manner with any or all of our rights and obligations under the Contract.

14.2. You shall not assign, transfer, subcontract, delegate, or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.

15. CONFIDENTIALITY

15.1. 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, except as permitted by Clause 15.2.

15.2. Each party may disclose the other party’s confidential information:

15.2.1. 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 15.2; and

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

15.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

16. ENTIRE AGREEMENT

16.1. 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.

16.2. 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

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claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

16.3. Nothing in this clause shall limit or exclude any liability for fraud.

17. NOTICES

17.1. Any notice given to a party under or in connection with this 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.

17.2. Any notice shall be deemed to have been received:

17.2.1. if delivered by hand, at the time the notice is left at the proper address; or

17.2.2. 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.

17.3. This clause 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.

18. 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).

19. 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.

20. 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 20 shall not affect the validity and enforceability of the rest of the Contract.

21. 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.

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22. GOVERNING LAW AND JURISDICTION

22.1. 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.

22.2. 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