Terms and Conditions

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of Liability) and clause 25 (Time Bar)

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

1.1 Definitions:

  • Applicable Laws: All applicable laws, statutes, regulations from time to time in force in relation to the Services.

  • BIFA STC: The prevailing England Edition of the British International Freight Association Standard Trading Conditions at the time of providing the relevant Services attached at Schedule 2.

  • Business Day: means any day except for Saturday, Sunday, and those designated as bank holidays under the Banking & Financial Dealings Act 1971.

  • Conditions: these terms and conditions as amended from time to time in accordance with clause 16.

  • Confidential Information: All information disclosed by one party to the other whether before or after the date of the Contract which is designated in writing as confidential or would appear to a reasonable person to be confidential and which relates to a party’s business including its products, operations, processes, plans, or intentions, developments, trade secrets, knowhow, design rights, market opportunities, personnel, suppliers, and customers of the party disclosing it.

  • Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

  • Customer: the person or firm who purchases the Services from the Supplier.

  • Controller, Data Subject, Personal Data, Personal Data Breach, Process/Processed/Processing, Processor, Binding Corporate Rules, and Recipient: Will have the meanings ascribed to them in the data protection legislation.

  • Data Protection Legislation: All applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR; the Data Protection Act 2018 (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time.

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

  • Domestic Law: All laws, statutes, and regulations applicable from time to time in force within the jurisdiction of England and Wales.

  • Export Control and Trade Sanction Rules or Sanctions: Any applicable trade, expert control, economic or financial sanction laws, regulations, embargoes, or restricted measures administered, enacted, or enforced by a relevant competent sanctions authority such as those administered by Her Majesty’s Treasury (HMT) or by competent export control or sanction authorities in any local jurisdictions including the UK Export Control Act 2002.

  • Force Majeure Event: Any event described in clause 14.

  • Order: The Customer's written acceptance of the Supplier’s quotation. Any such order is deemed to be an offer to purchase Services from the Supplier.

  • RHA COC: The prevailing edition of the Conditions of Carriage of the Road Haulage Association at the time of providing the relevant Services attached at Schedule 3.

  • Services: The services provided by the Supplier as per the Statement of Work.

  • SoW Charges: The sums payable for the Services as set out in the Statement of Work or as may be agreed in writing between the Parties from time to time.

  • Statement of Work (SOW): The detailed specification, agreed in accordance with clause 3, being the services to be provided by the Supplier, the timetable for their performance, and related matters listed in the template statement of work set out in Schedule 1.

  • Supplier: GTS Logistics UK Ltd of Unit G6, The Bloc, Springfield Way, Anlaby, Hull, HU10 7RJ.

1.2 Clause, Schedule, and paragraph headings shall not affect the interpretation of these Conditions.
1.3 A person includes an actual person, corporate, or unincorporated body (whether or not having a separate legal personality).
1.4 The Schedules form part of these Conditions and shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the Schedules.
1.5 Reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to other genders.
1.8 These Conditions shall be binding on and enure to the benefit of the parties to these Conditions and their respective personal representatives, successors, and permitted assigns, and references to any party shall include that party’s personal representatives, successors, and permitted assigns.
1.9 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.
1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.11 A reference to writing or written includes email.
1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.13 A reference to these Conditions or to any other agreement or document referred to in these Conditions is a reference to these Conditions or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Conditions) from time to time.
1.14 References to clauses and Schedules are to the clauses and Schedules of these Conditions, and the references to paragraphs are to paragraphs of the relevant schedules.
1.15 Any words following the terms “including,” “include,” “in particular,” “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase 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).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate by way of any purchase order or other document, or which are implied by law, trade custom, practice or course of dealing. Any conditions which differ from these Conditions will not be valid, even if the Supplier supplies Services without reservation.
2.4 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of [ ] Business Days from its date of issue.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.

3. SUPPLIER’S OBLIGATIONS
3.1 The Supplier shall provide the Services in accordance with these Conditions, BIFA STC, RHA COC, and the Statement of Work. In the event of any conflict, the order of precedence shall be as follows:

  • (i) these Conditions

  • (ii) BIFA STC

  • (iii) RHA COC

  • (iv) Statement of Work

3.2 At its option, the Supplier may provide the Services as an agent for and on behalf of the Customer.
3.3 Unless clause 3.4 below applies, in which case it will expressly advise the Customer in the SOW, it will procure that the Services be provided by General Transport Service Spa (GTS SPA) subject to GTS SPA General Conditions and who will render invoices for the Services direct to the Customer.
3.4 In the alternative to clause 3.3 above, the Supplier will:
3.4.1 Arrange for any carriage rather than carry itself.
3.4.2 Describe itself to all relevant parties as “agent only.”
3.4.3 Keep the Customer advised of all arrangements made on its behalf including but not limited to advising of different routes and rates, times for shipment and delivery.
3.4.4 It will not appear as a party to any carriage document such as a bill of lading, waybill, air waybill, transport order, delivery note, or CMR consignment note.
3.4.5 Keep the Customer advised of the nature and basis of charging including but not limited to indicating the actual carrier’s freight rate and the Supplier’s mark-up or commission.
3.4.6 Disclose on the Customer’s request copies of all contracts entered into for and on its behalf.

3.5 Where the Supplier provides services as a customs agent it will only do so in accordance with section 21(1)(a) of the Taxation (Cross Border Trade) Act 2018 (“the 2018 Act”) as a direct agent in the name of the Customer. The Customer authorises the Supplier to disclose its appointment by the Customer as a customs agent to HMRC in accordance with section 21(2) of the 2018 Act.
3.6 The Supplier shall have the discretion to subcontract any of the Services on any reasonable terms it thinks fit.

4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
4.1.1 Cooperate with the Supplier in all matters relating to the Services.
4.1.2 Provide access to the Customer’s premises and data and other facilities as may reasonably be requested by the Supplier for the purposes of the Services.
4.1.3 Provide to the Supplier all documents, information, items, and materials required by the Supplier to carry out the Services.
4.1.4 Procure before the Commencement Date that the Supplier is informed in writing of any special precautions required by the nature, weight, and condition of the goods forming the consignment and provide the Supplier with all of the information concerning the goods necessary to enable the Supplier to comply with all Applicable Laws in respect of storage, handling, customs clearance, and carriage of goods.
4.1.5 Ensure that the goods are securely and properly packed and in such condition so as not to suffer or cause any loss, damage or injury or likelihood of loss, damage or injury to the goods or the Supplier, its employees, agents, or representatives. The Supplier will have no liability for any loss or damage to goods packed in breach of this clause.

4.2 The Customer shall indemnify the Supplier against any liability, loss, damage, costs, and/or expense arising out of the Customer’s breach of the obligations contained in this clause.

5. RISK DAMAGE AND TITLE TO GOODS
5.1 Subject to clause 3, the Supplier shall be liable for the goods whilst in its custody.
5.2 The Customer shall at all times retain legal title to the goods. The Supplier will not hold itself out as the owner of the goods.

6. CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the SoW Charges.
6.2 The Supplier shall invoice the Customer for the Charges as specified in the SoW. If no intervals are specified, the Supplier shall invoice the Customer at the end of each month for the Services performed during that month.
6.3 The Customer shall pay each invoice within 30 days (the Credit Period) from the end of the month of receipt. The grant of the Credit Period is always at the sole discretion of the Supplier and subject to a satisfactory credit check of the Customer. The Supplier reserves the right to impose different payment terms in the event of an adverse credit check. If the Customer fails to make payment of the Charges on the due date, the Customer shall pay interest on the overdue sum from the due date until payment, such interest accruing at the rate of 8% above the Bank of England base rate from time to time. The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all overdue sums due from the Customer.
6.4 The Supplier reserves the right to revise the SoW Charges on a quarterly/annual basis.
6.5 The Supplier (a) has a general lien on all goods (including Customer goods) and documents relating to the goods or Services in its possession custody or control for all sums due to it at any time to the Supplier from the Customer on any account whatsoever, whether relating to goods or Services supplied on behalf of the Supplier to the Customer; and (b) shall be entitled, on at least 21 days’ notice in writing to the Customer, to sell or dispose of or otherwise deal with such goods or documents as agent for and at the expense of the Customer and apply the proceeds in or towards the payment of such sums; and shall, upon accounting to the Customer for any balance remaining after payment of any sum due to the Customer, and for the cost of sale and/or disposal and/or dealing, be discharged of any liability whatsoever in respect of the goods or documents.

7. INSURANCE
7.1 The Supplier shall at its own cost effect and keep in place with reputable insurers such insurance policies as are appropriate and adequate having regard to its obligations and liabilities under these Conditions. For the avoidance of doubt, such insurance will not be in the form of a policy of marine insurance on goods or cargoes. Any such cargo insurance is governed by clause 11 of BIFA STC.
7.2 The Supplier shall on the written request of the Customer from time to time provide the Customer with reasonable details of the insurance policies maintained in force by the Supplier.

8. COMPLIANCE WITH LAWS AND POLICIES
8.1 In performing its obligations under these Conditions, the Customer shall comply with the Applicable Laws.
8.2 The Customer acknowledges and agrees that the Services provided under these Conditions may be subject to applicable export or import control and trade sanction laws, regulations, rules, and licences. The Customer shall comply with such laws and shall not do anything which would cause the Supplier to be in breach of such laws.
8.3 In the event that the Supplier on reasonable grounds believes or suspects that the Customer may be in breach of Sanctions, the Supplier shall be entitled to immediately cancel and terminate the Contract contained in these Conditions without any penalty and further liability.
8.4 The Customer shall indemnify the Supplier against all claims including losses, damages, costs, and fines whatsoever suffered by the Supplier as a result of the breach of this clause.
8.5 The Customer shall immediately notify the Supplier as soon as it becomes aware of any breach or possible breach of this clause.

9. DATA PROTECTION
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9.1 is in addition to, and does not relieve, remove, or replace, a party's obligations or rights under the Data Protection Legislation.
9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller, and the Supplier is the Processor.
9.3 Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of the Contract.
9.4 Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under these Conditions:

  • 9.4.1 Process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is reliant on Domestic Law as the basis for Processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer.

  • 9.4.2 Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction, or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

  • 9.4.3 Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.

  • 9.4.4 Not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

    • (i) The Customer or the Supplier has provided appropriate safeguards in relation to the transfer.

    • (ii) The data subject has enforceable rights and effective legal remedies.

    • (iii) The Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.

    • (iv) The Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.

  • 9.4.5 Assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators.

  • 9.4.6 Notify the Customer without undue delay on becoming aware of a Personal Data Breach.

  • 9.4.7 At the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data.

  • 9.4.8 Maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

9.5 The Customer consents to the Supplier appointing any subcontractor appointed pursuant to clause 3.6 as a third-party processor of Personal Data under these Conditions. The Supplier confirms that it has entered, or (as the case may be) will enter, with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause and which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.5.
9.6 Either party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme.

10. CONFIDENTIALITY
10.1 Each party receiving Confidential Information (“Recipient”) from the other (“Disclosing Party”) shall keep that information confidential and comply with this clause. In particular, the Recipient shall:
10.1.1 Use the Disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations under these Conditions.
10.1.2 Keep the Disclosing Party’s Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party’s Confidential Information than the Recipient applies to its own confidential or proprietary information.
10.1.3 Not disclose the Disclosing Party’s Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with this clause.

10.2 Notwithstanding clause 10.1, the Recipient may disclose the Disclosing Party’s Confidential Information to its directors and employees who are directly involved and need to know such Confidential Information for the purpose of carrying out the relevant party’s obligations under these Conditions.
10.3 The Customer and Supplier shall ensure that the directors and employees described in clause 10.2 are aware of the confidential nature of the information. The parties shall further impose upon them, and procure compliance with, confidentiality obligations which are substantially the same as those set out in this clause.
10.4 The obligations of confidentiality set out in this clause shall not apply to:
10.4.1 Where the Disclosing Party has given its specific written consent to disclosure.
10.4.2 Confidential Information which is or becomes at any time within the public domain (other than as a result of a breach of this clause).
10.4.3 Where the Recipient can show the information was obtained, free from any restrictions as to its use or disclosure, from a third party who was free to divulge it.
10.4.4 Where the information was developed by, or for, the Recipient independently of any information received under these Conditions and by persons who had no access to, or knowledge of, that information.

10.5 Neither party shall be in breach of clause 10 where it is required to disclose the other party's Confidential Information by a court or regulatory authority of competent jurisdiction. Where a party is so required to make such disclosure, it shall, where practicable and/or permissible, consult with the Disclosing Party as to the terms, content, or timing of the disclosure.
10.6 To the extent that either party’s Confidential Information is no longer required by the other party to enable that party to perform its obligations or exercise its rights under these Conditions, the party shall (and shall procure that its directors and employees) either return such Confidential Information together with any copies, notes, transcriptions or records of the information in its control, power or possession, to the other party or to destroy it within three business days of demand.
10.7 The parties acknowledge that damages may not be an adequate remedy for any breach of this clause 10 or the confidentiality undertakings entered into by its directors and employees pursuant to this clause. Each party shall be entitled to seek any legal or equitable relief, including an injunction, upon the breach (or reasonably anticipated breach) of any part of this clause.

11. LIMITATION OF LIABILITY
11.1 Nothing in these Conditions shall limit or exclude either party’s liability for:
(a) Death or personal injury caused by its negligence, or the negligence of its agents or subcontractors.
(b) Fraud or fraudulent misrepresentations.
(c) Other liability which cannot be excluded by applicable law.
(d) Breach of clause 10 (Confidentiality).
(e) Breach of clause 9 (Data protection).

11.2 Subject to clause 11.1, for the avoidance of doubt, the liability of the Supplier shall be limited to any limits on recovery set out in the BIFA STC or RHA COC, whichever shall be applicable.

12. TERMINATION
12.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
12.1.1 The Customer fails to pay any amount due under the Contract or any other contract between the Customer and the Supplier on the due date for payment.
12.1.2 The Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.
12.1.3 The Customer takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
12.1.4 The Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
12.1.5 The Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

12.2 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of all Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.1.3 to clause 12.1.5, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract 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 been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
13.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

14. FORCE MAJEURE
14.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

  • Acts of God, flood, drought, earthquake, or other natural disaster.

  • Epidemic or pandemic.

  • Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations.

  • Nuclear, chemical or biological contamination or sonic boom.

  • Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition.

  • Collapse of buildings, fire, explosion, or accident.

  • Any labour or trade dispute, strikes, industrial action, or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party).

14.2 Provided it has complied with clause 14.4.2, if a party is prevented, hindered, or delayed in or from performing any of its obligations under these Conditions by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
14.4 The Affected Party shall:
14.4.1 As soon as reasonably practicable after the start of the Force Majeure Event but no later than five days from knowledge of its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Conditions.
14.4.2 Use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.5 If the Force Majeure Event prevents, hinders, or delays the Affected Party's performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate these Conditions by giving 10 days’ written notice to the Affected Party.

15. ASSIGNMENT AND OTHER DEALINGS
15.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under these Conditions without the Supplier's consent, not to be unreasonably withheld.
15.2 The Supplier may at any time assign, mortgage, charge, delegate, declare a trust over, or deal in any other manner with any or all of its rights under these Conditions.

16. VARIATION
No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives), which in the case of the Supplier can only be a director of the Supplier.

17. WAIVER
17.1 A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2 A failure or delay by the Supplier or a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18. RIGHTS AND REMEDIES
The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

19. SEVERANCE
19.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.
19.2 If any provision or part-provision of these Conditions is deemed deleted under clause 19.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. CONFLICT
If there is an inconsistency between any of the provisions of these Conditions, then the hierarchy of precedence as set out in clause 3.1 shall apply.

21. NO PARTNERSHIP
21.1 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or authorise any party to make or enter into any commitments for or on behalf of any other party.
21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. NOTICES
22.1 Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:
22.1.1 Delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case).
22.1.2 Sent by email to the address specified in the SoW.

22.2 Any notice shall be deemed to have been received:
22.2.1 If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address.
22.2.2 If sent by pre-paid first-class post or other next Business Day delivery services, at 9:00 am on the second Business Day after posting or at the time recorded by the delivery service.
22.2.3 If sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

22.3 This clause does not apply to the service of any proceedings or any documents in any legal action.

23. GOVERNING LAW
23.1 These Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

24. JURISDICTION
Each party irrevocably agrees that the English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions or its subject matter or formation.

25. TIME BAR
Unless the shorter time limit contained in BIFA STCs applies, the Supplier shall in any event be discharged from all liability whatsoever and howsoever arising in respect of the Services supplied unless court proceedings be commenced and written notice given to the Supplier within one year from the date of the event or occurrence said to give rise to the cause of action against the Supplier or the date of the Delivery of Services whichever is later.