Terms & Conditions

This page (together with the documents referred to on it) sets out the terms on which you may make use of our website www.midbass.com (our site). you or your means the person, firm, company or organisation browsing or using our site, whether as a guest or a registered user.

Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use (terms) and that you agree to abide by them. If you do not agree to these terms, please refrain from using our site.

We may revise these terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you. Some of the provisions contained in these terms may also be superseded by provisions or notices published elsewhere on our site you will be deemed to accept these terms as amended the next time you use our site following the amendment.

Information about us

Our site is operated by Midbass Distribution Limited (we, us, our).

We are a limited company registered in England and Wales (under company number 4043912) and have our registered office at Tech House, Reddicap Trading Estate, Sutton Coldfield, B75 7BU, United Kingdom.

Midbass Trade Members Account eligibility

Membership of our site is completely free of charge for professionals who supply and fit car electronics as part of their normal trade or are a business that has a requirement to purchase car audio products for their own use. By applying to become a member of our site you warrant, represent and undertake that you are a limited company, partnership, LLP, sole trader or self-employed working in these industries.

In addition, to be eligible to become a member of our site, you must also meet the following criteria and represent and warrant that you:

(1) are 18 years of age or older;
(2) are not currently restricted from using our site, or not otherwise prohibited from having trade account with us,
(3) are not a competitor of us or are not using our site for reasons that are in competition with us;
(4) will only maintain one member account at any given time;
(5) have full power and authority to enter into these terms and doing so will not breach any other agreement to which you are a party;
(6) will not infringe any rights of ours or our licensees, including intellectual property rights such as copyright or trademark rights; and
(7) agree to provide at your cost all equipment, software, and internet access necessary to use our site.
To register a Midbass Trade web account with us you must complete the membership application form online via our site or print, complete and return it to us. If we approve your application, we will email you with the account login details. We reserve the right to refuse access to any person at our sole discretion and without reason.

Accessing our site

You may only use our site for lawful purposes in relation to the purchase of our products. We will not be liable if for any reason our site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice or explanation.

If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

Reliance on information posted

Commentary and other materials posted on our site by us, or by third parties, are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

Our site changes regularly

We aim to update our site regularly, and may change the content at any time. Some of our content may be provided by third parties from time to time. As such, any of the material on our site may be out of date at any given time, and we are under no obligation to update such material. If the need arises, we may suspend access to our site, or close it indefinitely, without notice or explanation.

Our liability

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and
any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it;
any liability for:

loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
loss of goodwill;
wasted management or office time;
and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Terms of business

The supply of goods by us to you will be subject to the terms of business supplied to you from time to time on our site.

Information about you and your visits to our site

We process information about you in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all personal data, including sensitive personal data (both as explained in our privacy policy), provided by you is accurate.

Your Midbass Trade Web Account

You may close your Midbass Trade Web Account at any time for any reason by contacting us on 0121 311 9090. We may close or suspend you account at any time without reason with or without notice. If we close your account, this means disabling your access to our site and we reserve the right to ban you from using our site in the future. The terms of use shall survive termination of any agreement between us and you.

Uploading information to our site

Whenever you make use of a feature that allows you to upload information to our site you are responsible for ensuring that all information is true, accurate, up to date, and is not misleading, likely to deceive, discriminatory, obscene, offensive, libellous, defamatory, illegal, unlawful, or in breach of any intellectual property rights or applicable law.

You warrant that any such contribution shall comply with those standards, and you indemnify us for any breach of that warranty.

Any information supplied by you (including but not limited to sensitive personal data) may be used by us, our sub-contractor’s and other third parties approved by us, for the purposes of supplying our goods or referring you to third parties providing services that you may have requested or inquired about and any additional administrative functions.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site. We have the right to remove any material or posting you make on our site if, at any time and at our sole discretion, without reason or explanation to you.

Viruses, hacking and other offences

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site.

You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. You also must not seek to access, alter or delete any information for which you have not been authorised to access, or overload, spam or flood our site, take any action to crash, delay, damage or otherwise interfere with the operation of our site.

By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach of these terms, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Links from our site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged. You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Jurisdiction and applicable law

The courts of England and Wales will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these terms in your country of residence or any other relevant country.

These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Your concerns

If you have any concerns about material which appears on our site, please contact The IT Administrator, Midbass Distribution, Tech House, Reddicap Trading Estate, Sutton Coldfield, B75 7BU, United Kingdom

WEBSITE TERMS OF SUPPLY

Midbass Distribution Trade WEBSITE TERMS OF SUPPLY

This page together with our Privacy Policy and Website Terms of Use tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) listed on our website (our site) to you.

you or your means the person, firm, company or organisation browsing or using our site, whether as a guest or a registered user.

These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site.

Please note that by ordering any of our Products, you warrant and represent that:

you have a registered a Midbass Trade members account with us;
you have authority to bind any business on whose behalf you use our site to purchase Products; and
agree to be bound by these Terms and the other documents expressly referred to in it.
We amend these Terms from time to time. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. You should print a copy of these Terms for future reference.

These Terms, and any Contract between us, are only in the English language.

1. INTRODUCTION

1.1 We operate the website www.midbass.com. We are Midbass Distribution Limited (we, our and us), a company registered in England and Wales under company number 4043912 and with our registered office at Tech House, Reddicap Trading Estate, Sutton Coldfield, B75 7BU, United Kingdom. Our VAT number is 715 7720 32.

1.2 To contact us, please see our Contact Us page.

2. SCOPE OF CONTRACT/FORMATION OF CONTACT

2.1 These Terms apply in their entirety to the supply of all Products by us.

2.2 Our order process allows you to check and amend any errors before submitting your order to us (Order). Please take the time to read and check your order at each page of the order process.

2.3 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Any Order placed by you via our site is subject to acceptance by us and no Contract shall be formed until we indicate such acceptance.

2.4 Each accepted Order (together with these Terms) shall constitute an individual legally binding Contract between you and us.

2.5 We will confirm our acceptance to you by sending you a dispatch email (Order Confirmation). The Contract between us will only be formed when we send you the final Order Dispatch Confirmation.

2.6 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.

2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptances or offer, invoice or other documentation or information issued by us shall be subject to correction without any liability on our part.

2.8 We shall sell and you shall purchase the Products in accordance with these Terms, which shall govern the Contract to the exclusion of any other terms and conditions made or purported to be made by you.

3. ORDER

3.1 You shall indicate your requirements for Products by placing an Order and you shall be solely responsible for the accuracy of each Order including, without limitation, specifications and dimensions of the Products required, and we shall not be under any obligation to indicate or correct any inaccuracies, omissions or errors and we do not accept any liability if any alterations to the Order are necessary arising from any inaccuracies in the Order and reserve the right to charge you for all reasonable costs, expenses or losses, including direct and indirect consequential losses, arising from such alterations.

3.2 Subject to acceptance by us of an Order and you discharging your obligations provided by this Contract and in consideration of payment by you of the price of the Products inclusive of VAT and delivery charges (Price) we shall supply Products in accordance with the terms of this Contract.

3.3 No Order which has been accepted by you upon delivery may be cancelled by you and you may not return undamaged Products except with our prior written agreement. You will pay us for all reasonable costs and losses including administration costs incurred by us arising from the cancellation of the Contract, or both.

4. VARIATION

4.1 All terms of the Contract between you and us are contained in these Terms. No representations or warranties are made or given by us save as appear herein. No variation or addition to the Contract shall have effect unless agreed in writing and signed by one of our Directors and your fully authorised representative. No alleged oral agreement will be accepted.

5. PRICE AND PAYMENT

5.1 The prices of the Products will be as quoted on our site from time to time and will include your trade discount. We take reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system and correctly reflect the level of trade discount applying to your account. However if we discover an error in the price of Product(s) you ordered or the trade discount we have applied to your account, please see clause 5.5 for what happens in this event.

5.2 Prices for our Products may change from time to time, but changes will not affect any Order which we have confirmed with a final Order Dispatch Confirmation.

5.3 The price of a Product does not include delivery charges. Our delivery charges are as quoted on our site from time to time. To check relevant delivery charges, please refer to our Delivery Costs page or add items to the online shoping basket.

5.4 The final price shall be inclusive of any value added tax (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

5.5 Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will inform you in writing to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.

5.6 The payment methods available to you will be specified at the time of placing the Order. Unless you have a credit account with us which has a sufficient credit limit, payment for the Products and all applicable delivery charges is in advance. Payment will only be deemed to have been made when we have received cleared funds.

5.7 You shall not be entitled to deduct any monies from the payment due whether by way of set-off, counterclaim, discount, abatement or otherwise unless ordered by a valid court order or agreed in writing at our entire discretion.

5.8 All payments required under the Contract shall become immediately due and payable on termination of the Contract in accordance with clause 15.

5.9 Any variation to the applicable rate of VAT or any imposition of VAT or other taxes imposed by the legislation will be charged at the appropriate rate at the time of delivery.

5.10 If you fail to make any payment on the due date pursuant to the Contract you shall pay default interest to us on the amount outstanding at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 and any amendments to the same in enforce from time to time, together with any compensation applicable under that Act. Interest will run from the date payment was due until the date payment is received by us. We further reserve the right to charge for all reasonable costs including administration to enforce payment of the outstanding sums such costs are to be added to the debt owed by you.

6. ALTERATION TO ORDER

6.1 We do not accept any liability if alterations are made to the Order and reserve the right to charge you for all reasonable costs, expenses or losses, including direct and indirect consequential losses, arising from late alterations.

6.2 Any alterations required by you must be notified in writing to us and you accept that such alterations may incur delays in delivery of the Products and/or additional costs and charges.

7. ACCESS AND PREPARATION

7.1 You shall grant us and all persons employed or subcontracted to us to supply the Products an irrevocable license to enter your premises at all times for the purpose of delivering the Products and where your right to retain the Products has terminated, to recover them.

7.2 You shall ensure and be responsible for:

(a) the necessary preparation of its premises; and

(b) the general safety of your premises so as not to cause injury or damage to our employees, sub-contractors, equipment or the Products. You shall be liable to pay to us all reasonable costs charges or losses, including direct indirect and consequential loss, loss or damage to property and losses arising from injury or death of any person, arising directly from your negligence or failure to perform your obligations under this clause.

7.3 Your failure to fulfil the above obligations will result in delay of the provision of Services and we shall be entitled to recover any additional costs and charges we incur as a result of such delay from you and such additional costs and charges shall be added to the Price.

8. DELIVERY

8.1 We will use our reasonable endeavours to supply the Products on such dates and approximate times as advised by us in accordance with our Delivery estimates. If you fail to take delivery on an agreed date and time we reserve the right to charge you for all reasonable costs (including, but not limited to, storage and administration costs), charges or losses, including direct indirect and consequential loss, incurred by us as a result of you being unable to take delivery of the Products. Subject to you being liable for such costs, charges or losses, we will postpone the delivery of the Products by a reasonable period and advise you of an alternative date and time.

9. RISK AND TITLE

9.1 All risks, damage or loss to Products shall pass to you on delivery or when the Products are collected from our premises in the event that we use a third party to deliver the Products to you. In the event that you fail to take delivery without good reason, risk in the Products shall also be deemed to have been passed to you at the time of attempted delivery. You must ensure that the Products will be stored separately from all other goods held by you so that they remain readily identifiable as our property and at a dry and secure location.

9.2 Notwithstanding delivery or any other provision of these Terms, the title and ownership in the Products shall not pass to you until we have received in cash or cleared funds payment in full of the Price. Until ownership has passed you shall (i) hold the Products on a fiduciary basis as our bailee; (ii) maintain the Products in satisfactory condition; (iii) keep the Products insured on our behalf; and (iv) not remove, deface or obscure any identifying mark or packaging on or relating to the Products; but you may resell the Products in the ordinary course of business.

10. GUARANTEE/WARRANTY

10.1 This guarantee cannot be assigned without our prior written agreement.

10.2 We warrant that subject to the other provisions of these Terms upon delivery the Products shall be of satisfactory quality within the meaning of the Sale of Products Act 1979.

10.3 We shall not be liable for a breach of the above warranty if:

(a) you fail to give written notice of any defect to us;

(b) the Order contains any inaccuracy in respect of the information provided by you;

(c) you do not allow us a reasonable opportunity to inspect the Products after receiving such notice;

(d) you make any further use of the Products after giving such notice;

(e) the defect arises because of your mis-use, general wear and tear or if you failed to follow our oral or written instruction as to the storage, installation, commissioning, use or maintenance of the Products;

(f) if you alter or repair such Products without our prior written consent; or

(g) if the Products are altered, tampered with or in any way damaged by other installers/persons working on the premises after the initial installation has taken place.

10.4 Subject to the above clause 10.3, if any of the Products do not conform with the above warranty we shall at our option repair or replace such Products (or the defected part) or refund the price of such Products provided that, if we so request, you shall, at our expense, return the Products or the part of such Products which is defective to us. In considering whether a full or partial refund is to be given, account will be taken of the benefit provided by the Products to you or the end user.

10.5 If we comply with clause 10.4, we shall have no further liability for a breach of the warranty in respect of such Products.

10.6 The following provisions set out our entire financial liability (including any liability for the acts or omissions of its employees, agents and sub- contractors) to you in respect of:

? (a) any breach of these Terms;

? (b) any use made by you of any of the Products, or of any product incorporating any of the Products; and

? (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.7 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Products Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.8 The Guarantee/Warranty does not affect your legal rights and, for the avoidance of doubt, nothing in these Terms excludes or limits our liability:

? (a) for death or personal injury caused by the Company’s negligence;

? (b) under section 2(3), Consumer Protection Act 1987;

? (c) for any matter which it would be illegal for us to exclude or attempt to exclude our liability; or

? (d) for fraud or fraudulent misrepresentation.

10.9 Subject to clauses 10.7 and 10.8:

? (a) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price; and

? (b) we shall not be liable to you for any:

i) pure economic loss;

ii) loss of profit;

(iii) loss of business or business opportunity;

(iv) depletion of goodwill;

(v) corruption, loss of, or loss of use, of data;

(vi) loss of revenue;

(vii) loss of anticipated savings; or

(viii) loss of contracts; or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the Contract.

10.10 The Guarantee/Warranty will be binding on us in respect of one (1) year from the date of purchase, all products made and assembled by us are covered by guarantee against defective goods or bad workmanship. This guarantee covers parts and labour.

10.12 All other products carry their own guarantees from the manufacturers. You should consult the documentation received with the Products in question for details of the manufacturer guarantee.

11. ALTERNATIVE GOODS

11.1 If at the time of delivery we are unable to supply any of the Products we will offer you an alternative with any appropriate adjustment in the Price. If the alternative is not acceptable to you we will/may at our entire discretion allow a deduction in the cost of such Products from the overall Price payable to us.

12. DAMAGE

12.1 We will not be held liable for any damage by third parties/persons other than our employees or sub-contractors on your premises.

13. COMPARISON TOOL

13.1 The product comparison tool available on our site together with all drawings, descriptive dimensions and illustrations or any other pictures contained in any sales literature and price estimates supplied by us to you are approximate only and shall not form part of the Contract. For the avoidance of doubt, the product comparison tool on our site shall be used at your own risk. In addition any intellectual property rights in drawings or technical documents or any other information as may be supplied by us to you, including specifications, shall remain at all times our property and such drawings or technical documents or any such other information may not be copied, reproduced or communicated to any third party without our prior written consent.

14. PRODUCT RANGE REVISIONS

14.1 We continually seek to improve our products and reserve the right to alter, delete or add any item, colour, size, finish, component or service from our range without prior notice. Every effort will be made to match the Products with goods provided under previous order(s) but we are unable to give any guarantee that the colour, size, finish or component will match.

15. TERMINATION

15.1 Without prejudice to any other provision in these Terms and without prejudice to any rights or remedies either party may have against the other, the Contract shall terminate immediately and any rights to possession of the Products which you have at that time shall terminate immediately if you have a bankruptcy order made against you or you make an arrangement or composition with your creditors, or otherwise take the benefits of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order in your respect, or any proceedings are commenced relating to your insolvency or possible insolvency or you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you or you are unable to pay your debts within the meaning of sections 123 of the Insolvency Act 1986.

15.2 The accrued rights of the parties as at termination shall not be affected.

15.3 On termination you shall be liable to pay all outstanding and unpaid invoices and we shall be entitled to raise an invoice for Products supplied but not invoiced and such invoice(s) shall become due for payment immediately on receipt by you.

16. FORCE MAJEURE

16.1 We shall not be liable to you under the Contract in any way whatsoever for destruction, damage, delay or inability to carry out our business arising out of war or civil commotion, strikes, lockout and industrial disputes, failure of utility service or transport network, fire, storm, explosion, floods or bad weather, breakdown of machinery or plant, malicious damage, compliance with any law governmental order rule direction or regulation or any act of God or default of suppliers or sub-contractors. We shall further be under no liability to you for any circumstances beyond our control.

17. DATA PROTECTION

17.1 Each party warrants to the other that it shall, in connection with this Contract, comply with the provisions of the Data Protection Act 1998 and shall indemnify the other party against any reasonable losses, liabilities and costs which it suffers or incurs as a result of a breach of this clause.

17.2 The Company processes all personal information (Information) as defined in the Data Protection Act 1998 (DPA) in accordance with applicable data protection law.

17.3 By submitting Information to us, you consent to such Information being processed by us in accordance with this clause. If information changes, you are responsible for informing us of the change so that we can update our records.

17.4 We will use Information as follows:

(a) to supply Products as requested by you including such transfer of Information to employees, agents and third parties as required for this purpose;
(b) for our internal administration purposes; or
(c) to market our Products to you.

18. ASSIGNMENT

18.1 We may assign the Contract or any part of it to any person, firm or company but you shall not be entitled to assign the Contract or any part of it without our prior written consent.

19. GENERAL

19.1 Each right or remedy we may have under the Contract is without prejudice to any other right or remedy we may have whether under the Contract or not.

19.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

19.3 Our failure or delay in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of our rights under the Contract. Any waiver by us of any breach of, or any default under, any provision of the Contract by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

19.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

19.5 The Contract constitutes the entire agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in these Terms or any document expressly referred to in them.

19.6 You shall not offer or give, or agree to give, to any of our members, employees or representatives any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other contract with us or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contract. Your attention is drawn to the criminal offences created by the Bribery Act 2010.

20. COMMUNICATIONS

20.1 All communications between the parties about the Contract shall be in writing and delivered by hand, sent by pre-paid first call post, sent by fax or via electronic communication (email):

(a) (in case of communications to us) to our registered office or such changed address (including email) as shall be notified to you by us; or
(b) (in the case of communications to you) to the address you have supplied to us.
20.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day.

21. GOVERNING LAW & JURISDICTION

21.1 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of England and Wales and the parties submit to exclusive jurisdiction of the courts of England and Wales.