Terms & Conditions 

 

Agreement: the agreement between you and us for the supply of the Goods and/or Services in accordance with the Order Acceptance and T&Cs. 

 

Business Day: a day (other than a Sunday or public holiday) when banks in London are open for business. 

 

Charges the charges payable by you to us for the supply of the Goods and/or Services and/or the Fittings Services, as set out in the Order Acceptance and any other outstanding invoices that are payable by you to us. 

 

Fitter Service(s): the fitting and related services supplied to you in connection with the Goods to meet your requirements within your home or business as specified and agreed between ourselves in the Order Acceptance and as agreed from time to time between ourselves. 

 

Force Majeure Event: an event set out in clause 11. 

 

Goods: the goods (or any part of them) as set out in the Order Acceptance. 

 

Order: your order for the Goods and/or Services and/or Fitting Services whether oral or in writing. 

 

Order Acceptance: written acceptance of your Order issued by us to you. 

 

Services: the services as set out in the Order Acceptance specifically excluding the Fitter Services. 

 

 

1.1 Because business customers don’t always have the same rights as  

consumers, for example when it comes to cancellations or compensation for losses, we have let you know in these T&C’s where things apply to business or consumer customers. Unless it says “if you’re a business” or “if you are a consumer” it will apply to both. 

1.2 You are considered to be a business customer if you are buying or using the Goods and/or Services in connection with your business, trade, profession or craft, even if you’re an individual. 

 

 

2.1 The Order constitutes an offer by you to purchase the Goods and/or Services in accordance with these T&C’s. 

2.2 Your Order is deemed to be accepted when we issue you with a written Order Acceptance, at which point and on which date the Contract between us shall come into existence. This is the case even if you have only paid a deposit for the Goods. 

2.3 Any quote that has been given to you will only be valid for a period of 20 business days from the date it is issued to you and shall not constitute an offer. 

2.4 These T&C’s shall apply to the supply of both Goods and Services except where we have specified it applies to one or the other. 

 

 

3.1 We’ll provide you with the Goods and Services as specified in the Order Acceptance. 

3.2 We aim to provide the Services to you with reasonable care and skill, in compliance with commonly accepted practices and standards in the flooring industry and in compliance with the relevant laws and regulations in place at the time that we carry out the Services. 

3.3 In most cases we will take measurements for the Goods at your property before you place your Order. However, if you wish to take your own measurements, you agree that you are responsible for those measurements being accurate and we accept no liability if the Goods do not fit. To avoid any issues upon delivery or fitting please ensure that any measurements that you provide to us are correct. 

 

 

4.1 You shall: 

4.1.1 ensure that the terms of the Order Acceptance are complete and accurate; 

4.1.2 pay any of our Charges in full by the date that they become due; 

4.1.3 co-operate with us in all matters relating to the Goods and/or Services; 

4.1.4 provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us to provide the Goods and/or Services to you; 

4.1.5 ensure that any services such as water and electricity are available at the premises and that all rooms where the Goods are to be fitted are clear of furniture and any other obstructions to enable the fitter to carry out their work; 

4.1.6 provide us with such information and materials that we may reasonably require in order to supply the Goods and/or Services to you, and ensure that such information is complete and accurate in all material respects; 

4.1.7 prepare your premises for the supply of the Goods and/or Services; 

4.1.8 obtain and maintain all necessary licences, permissions and consents which may be required at the premises for the Goods and/or Services; 

4.1.9 keep all our materials, equipment, Goods and other property at your premises in safe custody at your own risk, maintain them in good condition until returned to us and not to dispose of or use our materials and equipment other than in accordance with our written instructions or authorisation; 

4.1.10 provide us with accurate delivery instructions; 

4.1.11 ensure that there is adequate free parking at your premises which is clear of any obstructions and allows the Goods to be delivered and/or Fitting Services to be performed without damage to any decoration or property through the route of access. We are not responsible for any damage caused to the Goods or your property if you do not do so. 

4.2 If we can’t perform any of our obligations to you because of an act, omission or failure by you to do something then: 

4.2.1 we won’t be liable for any costs from our failure or delay to perform any of our obligations set out in these T&C’s; and 

4.2.2 you shall reimburse us for any of our costs or losses we incur from the above. 

 

 

5.1 Payment for the Goods and Services is usually taken at the time that we accept the Order. 

5.2 For some orders we may request a deposit for the Goods from you at the time that your Order is accepted, with the remainder payable by you on or before delivery of the Goods. 

5.3 Any additional payments which are not on the Order Acceptance but are due and payable by you under the terms of these T&C’s will be invoiced to you and payment is due on receipt of that invoice. 

5.4 The price of the Goods shall be the price set out in the Order (exclusive of VAT) and includes standard delivery charges unless expressly stated otherwise. 

5.5 In respect of Fitting Services, the cost of this service is set out in the Order Acceptance and is payable to the fitter directly. 

 

 

6.1 We shall arrange delivery of the Goods to the Delivery Location set out in the Order Acceptance or such other location as agreed between us at any time after we notify you that the Goods are ready. If you wish to make your own arrangements for the collection of the Goods from our store (for example if you are using your own fitter who will be collecting the Goods for you) please let us know. 

6.2 We deliver to most areas in the UK, however certain postcodes may attract additional delivery charges. We will let you know if these apply to you at the time of your Order. We do not deliver outside the UK. 

6.3 Any dates and times quoted for delivery are estimates only and given in good faith but are not guaranteed due to our reliance on external deliveries being made to our store. Time is not of the essence of the contract. 

6.4 Delivery of the Goods takes place once the Goods have been unloaded at your property or collected by you from our store. 

6.5 We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the delivery of the Goods to you. 

6.6 If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or from your failure to supply us with adequate delivery instructions. 

6.7 If you fail to accept delivery of the Goods on or within three Business Days of our notification to you that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the T&C’s in respect of the Goods: 

6.7.1 delivery of the Goods is deemed to have completed at 09:00 am on the third Business Day after the day we notified you that the Goods were ready; and 

6.7.2 we shall store the Goods at our store until actual delivery takes place. 

6.8 If 10 Business Days after the day on which we notified you that the Goods were ready for delivery, you have not taken delivery of them, then we may resell or otherwise dispose of part of all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods. 

6.9 Please ensure that you inspect the Goods once they have been delivered to you to confirm they are the correct specification, colour and size that you have ordered and that you have examined them for any apparent faults or damage prior to installation. If, after examination, you have any concerns about the Goods please get in touch with us immediately. 

6.10 All Goods must be paid for before installation, delivery or collection can be made. If you are arranging for your own fitter to install the Goods at your property, please ensure that you leave sufficient time for inspection of the Goods to take place before any installation takes place as we are not responsible for any losses you suffer. 

 

 

6.11 If agreed between ourselves, we will store your Goods in our store for a maximum period of 6 months free of charge. If it is agreed between ourselves that the Goods will be stored in our store beyond 6 months, we will advise you of the storage fees which you agree to pay to us in advance. We shall not be liable for any damage caused to the Goods during the time that they are in storage in excess of 6 months. 

 

 

7.1 We are responsible for ensuring that the Goods we supply are of satisfactory quality, conform to the sample and are fit for the purpose for which they are sold. Certain Goods have additional warranties or guarantees provided by the manufacturer. We are not responsible for any warranties or guarantees that have been provided by the manufacturer. 

7.2 If you believe that there is a problem with the Goods please report this to us as quickly as possible. It is important that this is done before the Goods are installed at your property. In the event that the Goods are damaged we will examine the Goods and may offer you a refund or replacement at our option. 

7.3 All images on our website are for illustration purposes only and it is recommended that you check the product features and any samples in store before placing an order with us. Samples in our store may only show a small part of the overall design as this will have been taken from a much larger piece. Due to the nature of the products sold, there may be variations to the colour and/or design due to the characteristics of the natural materials or wood. 

 

 

8.1 The risk of the Goods shall pass to you on completion of the delivery as set out in clause 6.4. 

8.2 Title to the Goods shall not pass to you until our receipt of payment in full (in cash or cleared funds) for the Goods and Services and any other goods that we have supplied to you in respect of which payment has become due. 

8.3 Until title to the Goods has passed to you, you shall: 

8.3.1 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property; 

8.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risk for their full price on our behalf from the date of delivery; 

8.3.4 notify us immediately if you become subject to any of the events listed in clause 13.1.7-13.1.9 inclusive or clause 14.1.2; and 

8.3.5 provide us with such information as we may reasonably require from time to time relating to; 

(a) the Goods; and 

(b) your ongoing financial position. 

8.4 At any time before title to the Goods passes to you, we may require you to deliver up all the Goods in your possession and if you fail to do so promptly, you will allow us to enter into your premises or any third party premises where the Goods are stored in order to recover them. 

 

 

9.1 If you have chosen to use Fitting Services arranged by us, you authorise us as agent to enter into an oral contract for the fitting of the Goods with an independent self-employed fitter of our choice in your name and on your behalf. The contract for fitting of the Goods will be under a separate agreement between you and the self-employed fitter. 

9.2 The Fitting Service and cost of the Fitting Services will be set out on the Order Acceptance. If the costs of the Fitting Services increase this will be communicated to you. Alternatively, you can make your own arrangements for the fitting of the Goods yourself. 

9.3 We shall arrange a mutually convenient time and date for an appointment for the fitter to install the Goods. The exact arrival and departure times of the fitter are not guaranteed due to the nature and unpredictability of the work involved. The fitter will communicate to you if they consider that the installation will take longer than anticipated. We do not accept any liability for the delayed arrival of the fitter. 

9.4 Payment for the cost of the fitting, plus VAT as so advised, shall be paid by you directly to the fitter following completion of the fitting on the day that the Goods are fitted. If the fitting is taking place on different occasions, you must pay the fitter for the work completed one each occasion or as agreed with them. We will provide you with the payment details for the fitter or these will be communicated to you by the fitter on the day. 

9.5 We retain full responsibility for the quality of the Goods that we supply to you and the fitter is responsible for the standard and quality of, and any liability arising from delivery and/or the installation of the Goods at your home or business. If there is a problem with your fitting we will ask the fitter concerned to revisit your property in order for the fitter to check the standard of the work and to carry out any necessary remedial works. 

9.6 We are not responsible in any way for the services provided by the fitter or any damage done by the fitter to your premises, possessions or any other form of loss caused by the fitter, consequential or otherwise. 

Door or Kickboard Trimming 

9.7 Where the depth of the Goods requires the trimming of your doors or kickboards, this is not considered to be part of the fitter’s work unless specifically agreed in advance. The fitter may need to remove doors or kickboards to facilitate the fitting of the Goods. If they do so they will leave them ready for you to make your own arrangements regarding trimming and rehanging at a later date. 

Sub Floor Preparation 

9.8 For a perfect finish, the Goods will require a smooth, dry and clean foundation. When we visit your property to take measurements, we will ascertain whether your sub floor requires extra preparatory work (such as a smoothing compound or installation of plyboard). We will not be able to ascertain what these works would be or the cost of such works if your existing flooring is in situ at the time of our inspection. Uneven subfloors, if left uncorrected, can affect the appearance of the Goods after installation. In the majority of cases, the fitter will be able to assist with sub-floor preparation which will be included in the Fitting Services Charge in your Order Acceptance. Alternatively, you can instruct your own fitter to correct any sub flooring issues and install the Goods. 

9.9 We are not responsible for damage to Goods or their appearance if the subfloor is inadequate for the laying of the Goods in any way. 

Moving of Furniture 

9.10 Prior to the arrival of the fitter, you must remove any free standing furniture within the rooms that the Goods are going to be fitted in to enable the fitter to carry out their work. We offer a service for the moving of free-standing furniture if the fitter is required to move furniture prior to fitting the Goods. 

9.11 If you would like this service then we will advise you of the cost of this and it will be added onto the Order Acceptance as a part of the fitting service. 

9.12 If the fitter arrives at your property and has to remove any free-standing furniture prior to carrying out their work that we did not have any prior knowledge about then the fitter will add the additional cost of the furniture removal onto their invoice to you. 

Uplift and Disposal of Old Material and Packaging 

9.13 You must remove any old flooring material prior to the fitter’s arrival to enable the fitter to carry out their work. Please let us know if you require: 

9.13.1 any old flooring material to be removed and/or disposed by us prior to any fitting of the Goods; 

9.13.2 the fitter to remove your old flooring material and leave it in your property for you to dispose of; or 

9.13.3 the fitter to remove your old flooring material and dispose of it; and 

will advise you of the cost of this and it will be added onto the Order Acceptance. 

9.14 After the fitter has completed their work they will bag up any offcuts and packaging for the Goods and will leave them in your property for you to dispose of. If you wish to keep any offcuts, please make the fitter aware of this request upon their arrival and they will be left in the property for you. If you require the fitter to take any packaging or offcuts away please let us know and we will advise you of the cost of this and it will be added onto the Order Acceptance. 

9.15 In circumstances where it has not been agreed between you and us for the removal of existing flooring by the fitter and upon attending the property it is discovered that it has not been removed, you agree to the removal by the fitter and the fitter may add this as an additional charge. 

 

 

The fitter should install the Goods at your property with reasonable care and skill. If any damage is caused to your property by the fitter please contact the fitter directly. If you are not able to resolve this matter with the fitter please let us know. 

11. Events we can’t control (Force Majeure) 

We’re not responsible to you for any matters that are beyond our reasonable control, for example any event, the consequences of which were unavoidable even after all reasonable measures have been taken. This includes bad weather, natural disasters such as flooding, local or national emergencies, disorder, war or terrorism, pandemic and all similar events we have no control over. 

 

 

12.1 References to liability include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

12.2 Your payment obligations under the Agreement are not limited. 

12.3 We do not restrict or exclude any liability to you for: 

12.3.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); 

12.3.2 fraud or fraudulent misrepresentation; 

12.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or section 12 of the Sale of Goods Act 1979 (title and quiet possession); 

12.3.4 defective products under the Consumer Protection Act 1987; and 

12.3.5 any matter in respect it would be unlawful for us to exclude or restrict liability for. 

12.4 We shall not be liable to you for any: 

12.4.1 loss of profits, sales or business, agreements or contracts; 

12.4.2 loss of use or corruption of software, data or information; 

12.4.3 loss of or damage to goodwill; and/or 

12.4.4 indirect or consequential loss suffered by you that arises under or in connection with the Agreement. 

12.5 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract. 

12.6 Apart from the reasons in 12.3, our total liability to you shall be limited to the total price paid by you for the Goods and/or Services. 

12.7 We won’t be responsible for losses that you suffer caused by our breach of any of the Agreement if you are a consumer and the loss is: 

(a) unexpected and it was not obvious that it would happen and we could not reasonably have expected it; 

(b) it was caused by delays outside of our control; or 

(c) it was something that you could have avoided by taking reasonable action (e.g. you did not take proper care of the Goods between the Goods being delivered to your property and installation by the fitter). 

 

 

13.1 If you are a consumer we may cancel or suspend the Agreement at our sole discretion with immediate effect, after giving written notice to you, if: 

13.1.1 you breach any terms of the Agreement; 

13.1.2 you repeatedly breach the terms of the Agreement and don’t do the corrective action we request of you within 7 days; 

13.1.3 you do not pay any of our Charges on the date that they are due and after reminders you still haven’t made payment; 

13.1.4 we believe that you, or someone within your household, has committed fraud; 

13.1.5 we believe that you have provided us with false, inaccurate or misleading information for the purpose of obtaining the Goods and/or Services from us; 

13.1.6 you or anyone you authorise to deal with on your behalf acts in an unreasonable or inappropriate way towards our staff or agents that we believe is a reasonable cause for us to end the Agreement; 

13.1.7 you become insolvent or bankrupt, you enter into an arrangement with your creditors or if any legal action is taken or threatened against your property; 

13.1.8 you die; 

13.1.9 your financial position deteriorates to an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Agreement have been placed in jeopardy; or 

13.1.10 if we are entitled to do so under any other term of the Agreement. 

13.2 If we end the Agreement with you because of any of the events set out in clauses 13.1.1 to 13.1.10 , you shall immediately pay us any outstanding Charges, invoices and interest and in respect of Services supplied but for which no invoice has been submitted we may submit an invoice, which shall be payable by you immediately on receipt. 

 

 

14.1 If you are a business we may cancel or suspend this Agreement with immediate effect, by giving you written notice, if: 

14.1.1 any of the events listed at clauses 13.1.1 to 13.1.10 apply; or 

14.1.2 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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; 

14.2 If we end the Agreement with you because of any of the events set out in this clause 14, you shall immediately pay us any outstanding Charges, invoices and interest and in respect of Services supplied but for which no invoice has been submitted we may submit an invoice, which shall be payable by you immediately on receipt. 

 

 

15.1 The following cancellation rights are only applicable if your Order has been made over the phone. They do not apply if you have made your Order in our store. 

15.2 In addition to your normal statutory rights, subject to certain exceptions contained in clause 15.5, if you change your mind about the Goods you must let us know no later than 14 days after the date of Delivery. If the Goods are split into different deliveries over different days, the period runs from the day after the last delivery. 

15.3 If you wish to cancel your Order you can do so by: 

a) calling us on [01482 861131]; 

b) visiting our store; or 

c) emailing us at [info@beverleycarpets.co.uk]; 

and we will check the status of your Order and confirm whether cancellation is possible. We will confirm your cancellation by email. If you wish, you may use our Model Cancellation Form at [link]. Please complete the form and email it to us at [info@beverleycarpets.co.uk]. 

15.4 If you have placed your Order with us over the phone and the Goods have not yet been delivered to or collected by you and you wish to cancel this Agreement, please contact the store. The store will check the status of your order to confirm whether cancellation and a full refund is possible. 

15.5 The right to cancel under clause 15.2 does not apply to Goods that have been cut or made to your specifications. This includes floorcoverings which have been cut from a roll for ease of transport to your premises. If the Goods are excluded from your right to cancel, we will check the status of your order. If the status of your order is that the Goods have already been cut, we will not be able to offer you a full refund. We may instead offer you a partial refund to cover our costs of us re-selling your floor covering as a discounted remnant in our store. The amount of the partial refund will be discussed with you prior to issuing the partial refund to you so that you can decide whether or not you still wish to cancel your order. 

15.6 If the status of your order is that the Goods have not yet been cut, we will accept your cancellation and issue you with a full refund. 

15.7 If you cancel any of the Services, we will refund you the price that you have paid for the Services within 30 days. If you cancel any Fitting Services then we will inform the fitter and any payment or refund of Fitting Services Charges will need to be dealt with between you and the fitter. 

 

 

16.1 If you believe that your Goods are faulty please contact us as soon as possible and in any event within 30 days of Delivery. You must provide any evidence of the fault or defect that we request of you (e.g. video or photographic evidence) or allow us to examine the Goods at your premises. We may collect the Goods or ask you to return them to our store at our cost. At our option, we shall repair or replace any Goods that are found to be defective, refund the price of such defective Goods in full or offer a reduction in price if you wish to keep the Goods. 

16.2 We will not offer a repair, replacement or refund for defective Goods if you have made further use of the Goods after giving notice of such defects, the defect arose because you have failed to follow our oral or written instructions as to the storage or maintenance of the Goods, inadequate sub-floor preparation, or it arose because of fair wear and tear, wilful damage or abnormal storage by you. 

 

 

17.1 If you have changed your mind about the Goods, they must be returned to us in a resaleable condition to the address provided to you in our cancellation confirmation email within 14 days of you telling us that you have changed your mind. Returns are at your own cost. Goods that have been made to your specifications or which have already been cut may not be non-returnable but please discuss it with us. 

17.2 If the Goods are returned to us in a resaleable condition then you will receive a full refund within 14 days of our receiving the Goods back from you to the payment method you used for payment. 

17.3 If your Goods are faulty in accordance with clause 16, we will arrange to collect the items from you at our own cost. 

 

 

18.1 If you are a business you can cancel the Agreement with us immediately, by giving us written notice, if: 

18.1.1 we commit a material breach of the Agreement; or 

18.1.2 we have taken any step or action in connection with us entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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. 

 

 

19.1 Cancellation or termination of the Agreement doesn’t affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. 

19.2 Any term that expressly or by implication is intended to come into or continue in force on or after cancellation or termination shall remain in full force and effect. 

 

 

If you have a complaint, please contact us and we’ll do our best to fix the problem. If you’re still not happy you do have the option to use an alternative dispute resolution process without having to go to court. 

 

 

By accepting these T&C’s you agree to us using your personal information for use in connection with supplying the Goods/Services & Fitting Services you specifically authorise us to pass your information onto the fitter so they can supply the Fitting Service. 

 

 

22.1 Entire Agreement 

22.1.1 Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. 

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

22.2 Variation 

Except as set out in these T&C’s, no variation of the Agreement shall be effective unless it is in writing and signed by us. 

22.3 Waiver 

22.3.1 A waiver by us of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

22.3.2 A failure or delay by us to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 

22.4 Severance 

22.4.1 If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected. 

22.4.2 If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. 

22.5 Notices 

22.5.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to info@beverleycarpets.co.uk. 

22.5.2 Any notice or communication shall be deemed to have been received: 

(a) if delivered by hand, at the time the notice is left at the proper address; 

(b) 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; or 

(c) 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. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 

22.5.3 This clause 24.5 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution. 

22.6 Third party rights 

22.6.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. 

22.6.2 The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person. 

22.7 Governing Law 

22.7.1 The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

22.7.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.