Terms and Conditions are issued by North East Gritters Limited, company number 15127873, whose registered office is at 15 Riverside Studios, Amethyst Road, Newcastle Business Park, Newcastle upon Tyne, NE4 7YL (the “Contractor”). The Contractor may trade as North East Gritters or Yorkshire Gritters.
Automatic Service: a service under which the Contractor determines whether to arrange a Site Visit by applying the Weather Trigger.
Charges: all charges, prices, fees and expenses payable under the Contract.
Contract: the legally binding agreement comprising the documents identified in clause 2.
Customer: the person, company, partnership, public authority or other organisation identified as customer in the Service Agreement.
Customer Default: an act or omission of the Customer, its personnel, Site users or authorised representatives which prevents, delays, increases the cost of, or creates additional risk in providing the Services.
Cut-off Time: the time stated in the Service Agreement by which a Permission Service must be approved or a proposed visit cancelled.
Forecast Area: the geographic forecast zone selected for the Site.
Forecast Provider: the professional weather service, road-weather system or meteorological source selected by the Contractor.
Goods: salt, grit, grit bins, equipment or other goods supplied under the Contract.
Operative: an employee, worker, contractor or subcontractor engaged by the Contractor in connection with the Services.
Permission Service: a service under which the Customer decides whether to instruct a Site Visit after receiving forecast information or a recommendation.
Priority Areas: areas identified in the Service Agreement or Site Plan for priority treatment during severe or prolonged conditions.
Quotation: the Contractor’s quotation, proposal or tender response.
Service Agreement: the signed or accepted contract schedule recording the parties, Sites, service level, Weather Trigger, Charges and other site-specific terms.
Service Day: a day on which a Site Visit is activated, approved or otherwise instructed under the Contract.
Services: the gritting, salt spreading, snow ploughing, snow clearance, grit-bin, weather monitoring, reporting and related services specified in the Service Agreement.
Site: each location at which the Services are to be provided.
Site Plan: the agreed map, drawing or written treatment schedule identifying included areas, exclusions and Priority Areas.
Site Visit: an attendance at a Site to provide Services.
Treatment Window: the period stated in the Service Agreement during which a Site Visit may be carried out.
Weather Trigger: the forecast temperature, road-surface temperature, frost, ice, snow, warning level or other activation criteria stated in the Service Agreement.
Winter Season: the service period stated in the Service Agreement.
Working Day: a day other than Saturday, Sunday or a public holiday in England.
2.1 The Customer’s written acceptance of a Quotation, signature of a Service Agreement or instruction to begin Services constitutes an offer to contract on the Contract documents.
2.2 The Contract is formed when the Contractor signs or issues the Service Agreement, confirms acceptance in writing, or begins providing Services at the Customer’s request.
2.3 The Contract documents apply in the following descending order of priority: (a) signed Special Conditions; (b) the Service Agreement; (c) Schedule A and the Site Plan; (d) the accepted Quotation; and (e) these Master Terms.
2.4 Any terms in a Customer purchase order, procurement portal, supplier onboarding document, policy or acknowledgement are excluded unless the Contractor expressly agrees in writing that they form Special Conditions.
2.5 A purchase-order number or administrative approval process does not postpone payment where the Customer has validly ordered or received the Services.
2.6 The Contract is the entire agreement concerning its subject matter. Each party acknowledges that it has not relied on a statement not recorded in the Contract. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
2.7 A person acting for an owner, landlord, tenant, managing agent or facilities-management provider warrants that it has authority to bind the named Customer. The Service Agreement identifies the party responsible for payment.
2.8 The Contract may be signed in counterparts and by electronic signature. Each counterpart forms part of one agreement.
3.1 Unless stated otherwise, a Quotation remains open for acceptance for 30 days from its date.
3.2 Prices based on measurements, plans or information supplied by the Customer may be revised where the Site size, slope, layout, access, surface condition or treatment scope materially differs from that information.
3.3 The Contractor shall use reasonable endeavours to mobilise a new Site within five Working Days after receiving the accepted Contract, agreed Site Plan, contacts, access information, keys or codes and other reasonably required information.
3.4 The Services are not operational until the Contractor confirms the activation date. The Contractor is not responsible for weather conditions occurring before that date.
3.5 The Contract begins and continues for the term stated in the Service Agreement. It does not automatically renew unless the Service Agreement expressly says so.
3.6 Renewal pricing and any amended operational terms will be confirmed before the next Winter Season.
3.7 A change in Site scope, opening hours, treatment areas, risk profile, access or required attendance time may require a revised price or Service Agreement.
4.1 The Contractor shall provide the Services with reasonable care and skill.
4.2 The Contractor may select the vehicles, equipment, spreaders, treatment materials, staffing, subcontractors, routes and operational method reasonably suitable for the Services, unless the Contract expressly specifies otherwise.
4.3 Unless otherwise agreed, the Contractor shall provide the equipment and treatment material reasonably required for the Services.
4.4 Where a particular treatment material is specified, the Contractor may use a reasonably equivalent and suitable alternative if the specified material is unavailable, subject to any express restriction in the Service Agreement.
4.5 The Contractor may use competent employees, contractors and subcontractors and remains responsible for their performance as if the Contractor had performed the Services itself.
4.6 The Contractor may alter route order, allocation and resourcing to reflect changing forecasts, road conditions, safety, emergencies and the requirements of other contracted Sites.
4.7 Any proposed number of Operatives, vehicle type or attendance duration is an operational estimate unless expressly guaranteed.
4.8 The Contractor does not provide structural, drainage, surfacing, legal or comprehensive premises health-and-safety advice unless separately agreed in writing.
5.1 The Contractor may undertake an operational Site assessment before activation or following a material Site change.
5.2 The assessment is limited to matters reasonably relevant to delivering the Services, including access, visible hazards, treatment areas, Priority Areas, surface types, obstructions and safe equipment use.
5.3 The assessment is not a comprehensive premises, occupier’s liability, workplace or statutory risk assessment and does not replace the Customer’s own assessments and management duties.
5.4 Only areas identified in the agreed Site Plan or Service Agreement are included. Verbal requests to an Operative do not amend the scope.
5.5 The Customer must verify the Site Plan before activation and promptly notify the Contractor of errors, omissions and changes.
5.6 The Customer must identify concealed or intermittent hazards, sensitive surfaces, underground or ground-level features, raised kerbs, bollards, speed humps, drains, chains, barriers, low walls and other structures which may be hidden by darkness or snow.
6.1 Weather forecasting is predictive and cannot guarantee actual conditions at every part of a Site.
6.2 The Contractor may use road-surface temperature forecasts, air-temperature forecasts, frost or snow forecasts, warnings, observations and professional operational judgement when applying the Weather Trigger.
6.3 Unless site-specific sensors are expressly included, the forecast relates to the Forecast Area and may differ from localised Site conditions.
6.4 The Contractor may change the Forecast Provider or source where it reasonably considers an alternative suitable.
6.5 Under an Automatic Service, the Contractor determines whether the Weather Trigger is met and whether to schedule a Site Visit. The Customer’s approval is not required for each visit.
6.6 Under a Permission Service, the Customer must provide a clear instruction by the Cut-off Time. If no instruction is received, the Contractor has no obligation to attend.
6.7 Forecast notifications and recommendations are operational information, not professional meteorological advice or a guarantee of Site conditions.
6.8 The Contractor is not in breach solely because a forecast condition does not occur, conditions differ from forecast, a localised event was not forecast, or a reasonably activated visit later appears unnecessary.
6.9 Clause 6.8 does not exclude liability for a failure to apply the agreed Weather Trigger with reasonable care and skill.
7.1 The Contractor shall use reasonable endeavours to send operational notifications to the contacts in the Service Agreement. Failure or delay in receiving a notification does not cancel or invalidate an Automatic Service.
7.2 The Customer must ensure that nominated contacts are accurate, monitored and authorised to make service decisions.
7.3 A Customer may cancel a proposed visit by written notice received before the Cut-off Time.
7.4 A cancellation received after the Cut-off Time may be rejected and the full Site Visit Charge may remain payable where the Site has been routed, an Operative dispatched, material loaded or costs committed.
7.5 Emergency or additional requests may be made by telephone, but the Contractor may require written confirmation.
7.6 A request outside the agreed service level is subject to availability and is not accepted until confirmed by the Contractor.
7.7 Where a Customer repeatedly cancels reasonably recommended preventative treatments, the Contractor may take this into account when allocating discretionary or emergency snow-clearance resources. This does not remove a priority or response commitment expressly guaranteed in the Service Agreement.
7.8 The Contractor is not responsible for increased compacted snow, ice or access difficulty to the extent caused by a Customer cancelling or refusing a recommended treatment.
8.1 The Contractor shall use reasonable endeavours to attend within the Treatment Window.
8.2 Unless the Service Agreement expressly guarantees an exact time, all proposed, target, estimated or historic attendance times are estimates only.
8.3 A preventative treatment may be carried out before frost or ice forms to allow the material time to dissolve and reduce bonding.
8.4 Unless expressly included, each activation provides one Site Visit only. The Contractor does not continuously monitor the Site after completing a visit.
8.5 Further snowfall, rainfall, refreezing, drifting, traffic, salt displacement or changing conditions may require a separately chargeable repeat visit.
8.6 A delay caused by unsafe roads, exceptional regional conditions, traffic disruption, road closure, access problems, emergency route changes or another event beyond reasonable control does not by itself constitute breach.
8.7 A restricted or priority attendance slot must be recorded in the Service Agreement and may incur an additional charge.
9.1 Gritting and salt spreading are risk-reduction measures. They do not guarantee that a Site will be completely or continuously free from frost, ice, snow or slippery conditions.
9.2 Unless a spread rate or material is specified, the Contractor shall determine a reasonable treatment having regard to the forecast, surface, conditions, intended use and equipment.
9.3 Treatment does not melt ice immediately and may be less effective on compacted snow or ice or at exceptionally low temperatures.
9.4 Treatment effectiveness may be reduced or removed by heavy or prolonged rain, flowing water, further snowfall, drifting, exceptionally low temperatures, vehicle or pedestrian traffic, drainage defects, standing water or material being swept, displaced or washed away.
9.5 The Customer must identify surfaces that may be unsuitable for salt, grit, mechanical spreading or snow-clearance equipment.
9.6 The Contractor is not responsible for ordinary residue, tracking, minor discolouration, corrosion or deterioration arising from the proper use of de-icing materials, except to the extent caused by negligence or failure to follow an agreed specification.
9.7 The Customer is responsible for protecting sensitive landscaping, machinery, stock, vehicles and surfaces where treatment materials may cause damage.
9.8 No particular colour, brand, origin, purity or particle size of salt is guaranteed unless expressly stated in the Service Agreement. Where a British Standard is expressly specified, a reference to that standard includes a successor standard.
10.1 Snow clearance is included only where expressly stated or separately ordered and accepted.
10.2 Unless otherwise agreed, snow ploughing means moving snow into suitable piles at the Site. It does not include loading, transporting or disposing of snow away from the Site.
10.3 The Customer must identify suitable snow-piling areas and notify the Contractor of drains, emergency routes, fire routes and areas where snow must not be deposited.
10.4 Unless Automatic Snow Clearance is included, the Customer is responsible for monitoring accumulation and contacting the Contractor when clearance may be required.
10.5 Snow-clearance requests and response times are subject to safe travel, snow depth and rate, continuing or drifting snow, regional demand, route prioritisation, road closure, access, parked vehicles and equipment availability.
10.6 Unless specifically included, snow clearance excludes complete removal of all snow or ice, areas between or under vehicles, hand clearance around obstacles, inaccessible steps or narrow paths, heavily compacted ice and off-site snow disposal.
10.7 The Customer must move vehicles, pallets, skips and obstructions where reasonably required.
10.8 The Contractor is not liable for damage to a structure concealed by snow where it was not identified by the Customer, was not reasonably visible and the Operative used reasonable care.
10.9 Fresh or continuing snowfall after a visit does not mean that the Services were defective. Further clearance or treatment is separately chargeable unless expressly included.
10.10 During exceptionally harsh, widespread or prolonged conditions, the Contractor may prioritise the Priority Areas. Using reasonable endeavours to keep those areas accessible before completing lower-priority areas does not by itself constitute breach.
11.1 The Customer shall provide accurate and complete Site details, dimensions, plans, treatment instructions, contacts and information reasonably needed to provide the Services safely and efficiently.
11.2 The Customer shall provide safe, timely and unrestricted access, working gates and barriers, keys or codes, reasonable lighting and any agreed facilities.
11.3 The Customer shall notify the Contractor of Site rules, inductions, permits, security procedures and material health-and-safety requirements sufficiently in advance.
11.4 The Customer remains responsible for overall Site safety and its obligations as employer, occupier, owner, landlord, tenant, managing agent or other duty holder.
11.5 Appointing the Contractor does not remove the Customer’s need to inspect and monitor the Site, maintain drainage and surfaces, undertake suitable risk assessments, warn Site users, erect signs or barriers, restrict or divert access, and request additional treatment where necessary.
11.6 The Customer shall promptly notify the Contractor of material changes to the Site, access, use, opening hours, layout, treatment areas or risk profile.
11.7 The Customer shall not instruct an Operative to carry out work outside the agreed scope. Only an authorised Contractor representative may approve a variation.
11.8 The Customer shall preserve relevant CCTV, incident details, photographs, witness information and other evidence following an accident or potential claim and shall provide reasonable cooperation to the Contractor and its insurers.
11.9 The Customer shall not admit liability or settle a claim on the Contractor’s behalf without written authority.
12.1 The Contractor may refuse, suspend or stop work where it reasonably considers the Site or access unsafe, equipment cannot be operated safely, required information is missing, an Operative faces abuse or unlawful conduct, or continuing would breach law.
12.2 The Contractor is not required to place an Operative or vehicle at unreasonable risk merely because the risk arises from winter weather.
12.3 If an Operative attends but cannot provide the Services because of locked gates, missing codes, parked vehicles, obstructions, unsafe conditions, incorrect instructions or another Customer Default, the full applicable Site Visit Charge may be payable.
12.4 The Contractor may charge reasonable additional costs caused by waiting time, repeat attendance, changed access arrangements or Customer Default.
12.5 The Contractor may suspend an affected obligation until the Customer remedies the Customer Default and is not liable for delay or loss caused by that Default.
12.6 Where the Customer entrusts a key, fob or access card, it should provide a site-specific or limited-access credential where reasonably possible. If a credential is lost through the Contractor’s negligence, liability is limited to reasonable direct replacement or reprogramming costs and any reasonably necessary proportionate security action, subject to clause 18.
13.1 The Contractor may create and retain forecast, activation, route, attendance, GPS/location, photograph, check-in/out, treatment, material and service-note records.
13.2 Reports may be supplied by email, portal link or another electronic method.
13.3 Contemporaneous electronic records are prima facie evidence of the matters recorded in the absence of manifest error. Photographs support the record but are not intended to show every treated area or quantity applied.
13.4 The Customer should report an apparent service-record, scope or invoicing error within seven days of receipt, or as soon as reasonably practicable if it could not reasonably have been identified earlier.
13.5 The seven-day period does not extinguish a genuine personal-injury or property-damage claim, but delay may prejudice investigation and the recovery of evidence.
13.6 The Contractor shall retain records in line with its legal, insurance, operational and data-retention requirements.
14.1 This clause applies where the Contractor supplies grit bins, bagged salt, bulk salt or other Goods.
14.2 Delivery dates are estimates unless expressly guaranteed.
14.3 Risk in Goods passes on delivery to the agreed location. Title does not pass until the Contractor receives payment in full for the Goods and all other overdue sums.
14.4 Until title passes, the Customer shall store the Goods securely, separately where practicable and identifiable as the Contractor’s property.
14.5 The Customer must inspect Goods promptly and report visible shortage or damage within two Working Days.
14.6 Bulk or loose quantities may be subject to reasonable operational measurement tolerances.
14.7 The Customer is responsible for keeping salt or grit stored at the Site dry, secure and suitable for use.
15.1 The Customer shall pay the Charges stated in the Service Agreement, Schedule A or accepted Quotation.
15.2 Unless stated otherwise, Charges exclude VAT, which is payable at the applicable rate.
15.3 Gritting and snow-clearance Services are normally invoiced monthly in arrears. Goods, fixed seasonal Charges and other Services may be invoiced as stated in the Service Agreement.
15.4 Invoices are payable within 30 days of invoice date unless the Service Agreement states another period.
15.5 The Customer must raise a genuine invoice dispute promptly in writing, identifying the invoice, amount, reason and supporting information. The undisputed balance remains payable by the due date.
15.6 The Customer may not withhold, deduct or set off an amount unless required by law or agreed in writing.
15.7 For overdue commercial debts, the Contractor may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and associated legislation.
15.8 The Contractor may suspend Services where an undisputed invoice remains unpaid after the due date, after giving at least seven days’ written notice.
15.9 Suspension does not remove liability for Charges already incurred, fixed-term commitments or costs reasonably committed before suspension.
15.10 Unless expressly stated, Charges are fixed for the agreed term. Scope changes, additional Sites, changed Treatment Windows, changed access or amended service levels may be separately quoted.
16.1 The Customer must promptly notify the Contractor if a Site is sold, a lease begins or ends, a managing agent or facilities provider changes, or winter-maintenance responsibility transfers.
16.2 A change does not automatically transfer or terminate the Contract. The Customer remains responsible for Charges incurred before an agreed transfer or termination date.
16.3 A new owner, tenant, agent or contractor becomes a party only if the Contractor agrees in writing to an assignment or enters a replacement agreement.
17.1 Daily cancellation of an individual Site Visit is governed by clause 7 and does not terminate the Contract.
17.2 A fixed-term Contract cannot be terminated for convenience unless the Service Agreement expressly grants that right.
17.3 Where convenience termination is permitted, the Customer shall pay all Charges incurred, non-cancellable costs and any reserved-capacity or termination charge stated in the Service Agreement.
17.4 Either party may terminate by written notice if the other commits a material breach which is capable of remedy and fails to remedy it within 14 days after written notice, commits a non-remediable material breach, repeatedly breaches the Contract, or becomes insolvent.
17.5 The Contractor may terminate immediately if an undisputed amount remains unpaid 14 days after a written overdue notice, the Customer or a Site user threatens or abuses an Operative, continued performance is unlawful or materially unsafe, or the Customer deliberately provided materially false information.
17.6 On termination, all outstanding amounts become due and the Contractor may invoice unbilled Services, Goods and committed costs.
17.7 Termination does not affect accrued rights. Clauses intended to continue, including payment, liability, confidentiality, data protection and intellectual property, survive.
18.1 References to liability include liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise.
18.2 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a statutory obligation as to title which cannot lawfully be restricted, or any other liability which cannot lawfully be limited or excluded.
18.3 Subject to clause 18.2, the Contractor’s total liability for physical loss of or damage to tangible property, whether belonging to the Customer or a third party, caused by the Contractor’s negligence shall not exceed £10,000,000 for any one event or series of connected events.
18.4 Subject to clauses 18.2 and 18.3, the Contractor’s total aggregate liability arising from or connected with the Contract shall not exceed the greater of: (a) £50,000; and (b) 125% of the Charges paid or payable under the Contract during the 12 months immediately preceding the event giving rise to the claim.
18.5 Where the Contract has been in force for less than 12 months, clause 18.4 is calculated by reference to the Charges paid or payable during the period it has been in force.
18.6 Subject to clause 18.2, neither party is liable to the other for loss of profit, revenue, anticipated savings, business, opportunity, contract, goodwill, production or use, or for indirect or consequential loss.
18.7 Clause 18.6 does not exclude Charges properly due or reasonable direct costs resulting from physical property damage for which a party is liable.
18.8 Subject to clause 18.2, the Contractor is not liable to the extent loss arises from inaccurate or incomplete Customer information, an inaccurate Site Plan, inability to access, Customer Default, an undisclosed or concealed hazard, areas outside scope, conditions changing after a visit, further snowfall, rainfall, refreezing or material displacement, failure by the Customer to inspect or manage the Site, failure to request additional treatment, an unsuitable surface, or an act of a third party for whom the Contractor is not legally responsible.
18.9 Clause 18.8 does not exclude liability to the extent loss was caused by the Contractor’s negligence or material breach.
18.10 The Services reduce winter risk but do not create a warranty that the Site is or will remain completely safe or free from frost, ice or snow.
18.11 Each party shall take reasonable steps to mitigate loss.
18.12 The Customer must notify the Contractor of an incident or potential claim as soon as reasonably practicable and provide reasonable details and access for investigation. Unreasonable delay does not automatically extinguish a claim, but the Contractor is not liable for additional loss or prejudice caused by that delay.
18.13 Nothing in this clause limits the Customer’s obligation to pay Charges properly due.
19.1 The Customer shall indemnify the Contractor against third-party claims, losses, damages and reasonable costs to the extent arising from materially inaccurate Site information, the Customer’s material breach, negligence or wilful misconduct, an undisclosed Site hazard, or an instruction given contrary to reasonable safety advice.
19.2 The indemnity does not apply to the extent a claim was caused or contributed to by the Contractor’s negligence, breach or wilful misconduct.
19.3 The Contractor shall notify the Customer reasonably promptly of an indemnified claim, consult before admitting or settling it, and take reasonable steps to mitigate loss. Control of a claim remains subject to the rights of the Contractor’s insurers.
20.1 The Contractor shall maintain employers’ liability insurance of not less than £10,000,000 and public liability insurance of not less than £10,000,000, or the alternative levels stated in the Service Agreement.
20.2 Evidence of current cover will be supplied on reasonable written request.
20.3 The Customer shall maintain insurance appropriate to its Site, activities and potential liabilities.
21. Force majeure and exceptional winter events
21.1 Neither party is in breach for delay or failure caused by an event beyond its reasonable control which could not reasonably have been avoided or overcome.
21.2 Ordinary seasonal frost, ice and snow within the contemplated service scope are not, by themselves, force majeure.
21.3 Force majeure may include exceptional and widespread winter conditions materially exceeding those reasonably contemplated and causing road closure, official travel restrictions or unsafe access; flood; fire; natural disaster; war; terrorism; civil emergency; widespread industrial action; government restriction; major utilities or communications failure; or an unforeseeable widespread shortage of fuel, salt or essential materials.
21.4 Ordinary vehicle breakdown, staffing difficulty or subcontractor failure is not force majeure unless directly caused by a qualifying event and reasonable contingency measures have been taken.
21.5 The affected party shall notify the other as soon as reasonably practicable and take reasonable steps to reduce the impact.
21.6 Affected obligations are suspended for the duration of the event. Charges for Services and Goods already provided remain payable.
21.7 If the event materially prevents performance for more than 28 consecutive days, either party may terminate the affected Services by written notice.
22.1 Each party shall comply with applicable data-protection legislation, including the UK GDPR, the Data Protection Act 2018 and legislation which amends or replaces them.
22.2 Unless otherwise agreed, each party acts as an independent controller for business contacts, contract administration, safety, security, service evidence, incident and claims information processed for its own purposes.
22.3 The Contractor may process contact details, Site information, attendance and location records, photographs and service data to provide and evidence the Services, manage safety and quality, administer the Contract, invoice, and handle incidents, claims and legal obligations.
22.4 The Contractor shall handle personal information in accordance with its published Privacy Policy.
22.5 If the Contractor processes personal information solely on the Customer’s documented instructions as a processor, the parties shall enter any additional data-processing terms required by law.
23.1 Each party shall keep confidential the other party’s commercially sensitive information and use it only for the Contract.
23.2 Information may be disclosed to personnel, contractors, insurers and professional advisers who need it and are bound by confidentiality, or where required by law, court or regulator.
23.3 The obligation does not apply to information already lawfully known, independently developed, or public other than through breach.
24. Intellectual property and reports
24.1 The Contractor retains ownership of its software, portal, templates, systems, processes, reports and other pre-existing intellectual property.
24.2 After payment, the Customer may use service reports for internal business, insurance, audit, compliance and safety purposes.
24.3 The Customer shall not resell, commercially exploit or alter a report in a misleading way.
25.1 Each party shall comply with laws applicable to its performance, including applicable health and safety, anti-bribery and modern-slavery requirements.
25.2 The Contractor shall ensure Operatives are appropriately competent for their allocated tasks and legally entitled to work in the United Kingdom where applicable.
25.3 Operatives shall follow reasonable Site security and health-and-safety requirements supplied sufficiently in advance, provided they do not conflict with law or create unreasonable risk.
25.4 The Contractor may provide relevant risk assessments, method statements and insurance evidence on reasonable request where appropriate to the Services.
25.5 Nothing in the Contract requires either party to commit an unlawful act.
26.1 Formal notices must be in writing and delivered by email to the contract contact in the Service Agreement, by hand, or by pre-paid first-class post to the registered office or principal business address.
26.2 An email notice is deemed received on the next Working Day after transmission if no delivery-failure message is received. A postal notice is deemed received two Working Days after posting.
26.3 Clause 26 does not apply to daily forecast, permission, cancellation and operational communications, which may use the contact methods in the Service Agreement.
27.1 The Contractor may subcontract any part of the Services and remains responsible for it.
27.2 Neither party may assign the Contract without the other’s written consent, not to be unreasonably withheld or delayed.
27.3 The Contractor may assign the Contract to a purchaser of all or a material part of its business if the assignee is capable of performing the obligations.
28.1 A variation is effective only if recorded in writing and agreed by authorised representatives of both parties.
28.2 A delay or failure to exercise a right does not waive it.
28.3 If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or deleted, and the remaining provisions continue.
28.4 Nothing creates a partnership, joint venture, employment relationship or agency between the parties.
28.5 Except as expressly stated, no third party may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
28.6 Headings are for convenience and do not affect interpretation. “Including” means including without limitation. The singular includes the plural and vice versa.
28.7 If the Customer is a public authority, any mandatory statutory contract provisions apply to the extent they cannot lawfully be excluded, and agreed procurement-specific provisions must be recorded as Special Conditions.
29.1 The parties shall first attempt to resolve a dispute through their contract managers.
29.2 If unresolved within 10 Working Days, the dispute shall be referred to a director or senior representative of each party.
29.3 Nothing prevents urgent injunctive relief, debt-recovery proceedings or action required to protect a limitation period.
30.1 The Contract and any non-contractual obligations arising from it are governed by the law of England and Wales.
30.2 The courts of England and Wales have exclusive jurisdiction to determine disputes arising from or connected with the Contract.