Security by Design
9th November 2020
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in Condition 2.2;
Conditions: these terms and conditions as amended from time to time in accordance with Condition 15.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Deliverables: the deliverables set out in the Order;
Delivery Location: has the meaning set out in Condition 4.2;
Force Majeure Event: has the meaning given to it in Condition 14.1.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, as set out in the Quotation.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world Stripe OLT Terms and Conditions 2 of 15
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s Quotation as the case may be.
Quotation: the Supplier’s quotation or proposal document.
Services: the services, including the Deliverables, to be supplied by the Supplier to the Customer as set out in the Order.
Service Specification: the description or specification for the Services as set out in the Quotation.
Supplier: Stripe OLT Consulting Limited registered in England and Wales with company number 08257141; and
Supplier Materials: has the meaning set out in Condition 8.1.7.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes.
2 BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). Stripe OLT Terms and Conditions 3 of 15
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.8 No Order may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including without limitation loss of profit), costs (including without limitation the cost of all labour and material uses), damages, charges and expenses incurred by the Supplier as a result of cancellation.
3.1 The Goods are described in the Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4 DELIVERY OF GOODS
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Stripe OLT Terms and Conditions 4 of 15
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to accept or take delivery of the Goods the Customer shall be responsible for any re-delivery charges that are incurred by the Supplier in procuring re-delivery of the Goods. If the Customer fails to accept or take delivery of the Goods after the Supplier has made three attempts at delivery of the Goods then:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the 5th Business Day following the day on which the Supplier last attempted delivery; and
4.6.2 the Supplier may store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 5 Business Days after deemed delivery pursuant to Condition 4.6.1 the Customer has still not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5 QUALITY OF GOODS
5.1 The Supplier warrants that on delivery of the Goods and for fourteen days thereafter (Warranty Period) the Goods shall be free from material defects in design, material and workmanship.
5.2 Subject to Condition 5.3, if:
5.2.1 the Customer gives notice in writing during the Warranty Period that some or all of the Goods do not comply with the warranty set out in Condition 5.1; Stripe OLT Terms and Conditions 5 of 15
5.2.2 the Supplier is given a reasonable opportunity to examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier,
the Supplier shall, at its option repair or replace the defective Goods.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in Condition 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with Condition 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier’s or the manufacturer’s instructions as to the storage, installation, commissioning, use of maintenance of the Goods or (if there are none) good trade practice;
5.3.3 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions;
5.3.5 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
5.3.6 any fault or damage is not caused by the Supplier’s employees or its contracted agents; and/or
5.3.7 the Goods have been installed or configured and the Goods have subsequently been altered or configured by persons other than the Supplier.
5.4 Except as provided in Condition 5.2, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Condition 5.1 and the Supplier shall have no liability for any defect in the Goods arising after the expiry of the Warranty Period.
5.5 In the event that Goods need to be returned to the Supplier pursuant to Condition 5.2.3, then a Goods Returned Merchandise Authorisation (RMA) must be obtained from the Supplier for each and every return. The RMA must be clearly shown on each parcel returned, and the Goods must be in the original manufacturer’s packaging (which shall not be defaced) complete with accessories, manuals and documentation.
5.6 Goods must be returned to the Supplier’s premises or such other address as may be notified to the Customer. The Customer shall be responsible for the cost of the return. Stripe OLT Terms and Conditions 6 of 15
5.7 On receipt of the returned Goods the Company will test the Goods. If the Goods are found to be in good working order without defect the Goods will be returned to the Customer and the carriage costs of the return will be charged to the Customer.
5.8 Under no circumstance will the Supplier accept for return an opened software package unless the installation media is faulty. By breaking the seal the Customer accepts the licence between the Customer and the software manufacturer.
5.9 Risk in any Goods that the Customer is returning to the Supplier shall remain with the Customer until the Goods have been delivered to the Supplier’s premises and accepted by the Supplier.
5.10 In the event that Goods are found to be defective after the expiry of the Warranty Period then the Customer should contact the manufacturer and use their warranty procedure. The Supplier will advise the Customer of the manufacturer’s contact details. Unless otherwise stated in the manufacturer’s documentation, all Goods carry a twelve month manufacturer’s warranty. On request the Supplier will assist the Customer in the making of a warranty claim to the manufacturer but the responsibility for resolving the claim and repairing or replacing the Goods is that of the relevant manufacturer.
6 TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in Condition 13.1.2 to Condition 13.1.11; and
6.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time. Stripe OLT Terms and Conditions 7 of 15
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 13.1.2 to Condition 13.1.11, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
6.4.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
6.4.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7 SUPPLY OF SERVICES
7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8 CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
8.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; Stripe OLT Terms and Conditions 8 of 15
8.1.5 prepare the Customer’s premises for the supply of the Services;
8.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.7 keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
8.1.8 it will ensure compliance so far as is reasonably practicable by its employees, agents, licensees and clients with any instructions given by the Supplier or the manufacturer for the purpose of ensuring that the Goods will be safe and without risk to health when properly used and will take any other steps or precautions, having regard to the nature of the gods, as are necessary to preserve the health and safety of persons handling, using or disposing of them.
8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
8.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in Condition 8.1; and
8.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8.3 The Customer warrants that it is entering into a Contract in the course of its business and is not a consumer.
9 CHARGES AND PAYMENT
9.1 The price for Goods and/or Services shall be the price set out in the Order.
9.2 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to: Stripe OLT Terms and Conditions 9 of 15
(a) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(b) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
9.3 In respect of Goods, the Supplier shall invoice the Customer on the Commencement Date (unless otherwise agreed in writing by the Supplier). In respect of Services, the Supplier shall invoice the Customer on completion of the Services (unless otherwise agreed in writing by the Supplier).
9.4 The Customer shall pay each invoice submitted by the Supplier:
9.4.1 within 30 days of the date of the invoice; and
9.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
9.5 All amounts payable by the Customer 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 6% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. Stripe OLT Terms and Conditions 10 of 15
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
10.3 All Supplier Materials are the exclusive property of the Supplier.
11.1 Each party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party) or its agents, and any other confidential information concerning the disclosing party’s business or its products which the other party may obtain. The receiving party shall only disclose such confidential material to those of its employees, agents or sub-contractors as need to know it for the purpose of discharging the receiving party’s obligations under the Contract and shall ensure that such employees, agents or sub-contractors comply with the obligations set out in this condition as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
11.2 This Condition 11 shall survive termination of the Contract, however arising.
12 LIMITATION OF LIABILITY
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
12.2 Subject to Condition 12.1:
12.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of Stripe OLT Terms and Conditions 11 of 15
profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the charges received by the Supplier under the Contract.
12.3 Save as expressly set out in these Conditions all other terms, terms implied by statutory or common law or warranties relating to the supply of goods and services including without limitation the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This Condition 11.1 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
13.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company;
13.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order; Stripe OLT Terms and Conditions 12 of 15
13.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
13.1.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
13.1.10 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
13.1.11 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in Condition 13.1.2 to Condition 13.1.11, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13.4 On termination of the Contract for any reason:
13.4.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.4.2 the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be Stripe OLT Terms and Conditions 13 of 15
solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
13.4.3 the Supplier shall return all materials, equipment and tools that may have been supplied by the Customer to the Supplier;
13.4.4 the accrued rights and remedies of the parties as at termination shall not be affected, 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; and
13.4.5 Conditions which expressly or by implication have effect after termination shall continue in full force and effect.
14 FORCE MAJEURE
14.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of a party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14.2 Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents a party from fulfilling its obligations to the other party for more than 6 weeks, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party.
15.1.1 Neither party shall, without the prior written consent of the other party, at any time from the date of the Contract to the expiry of six months after completion of the Services/delivery of the Goods (as the case maybe) solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the other party.
15.1.2 Any consent given by the other party in accordance with Condition 15.1.1 shall be subject to the party paying to the other party a sum equivalent to 20% of the then current annual Stripe OLT Terms and Conditions 14 of 15
remuneration of the other party’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the other party to such employee or sub-contractor.
15.2 Assignment and other dealings. Neither party shall assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the other party (not to be unreasonably withheld).
15.3.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or fax.
15.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 15.3.1; 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax one Business Day after transmission.
15.3.3 The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action
15.4.1 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 shall not affect the validity and enforceability of the rest of the Contract.
15.4.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.5 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or Stripe OLT Terms and Conditions 15 of 15
remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.8 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
15.9 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its 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.
15.10 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).