Business Terms and Conditions

Clear Prospects Limited Business Terms and Conditions

1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms, the following definitions apply:
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
Business: a person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Clear Prospects: Clear Prospects Limited, a company incorporated and registered in England and Wales with company number 04170303 and whose registered office is at Clear Prospects’ Premises.
Clear Prospects’ Premises: Unit J3 Glenfield Business Park Site 1, Philips Road, Blackburn, England, BB1 5PF.
Consumer: an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.
Contract: the contract between Clear Prospects and the Customer for the sale and purchase of the Products in accordance with these Terms.
Customer: the person or firm to whom or which Clear Prospects wishes to provide the Products, and which wishes to purchase the Products from Clear Prospects in accordance with these Terms.
Delivery Location: means the delivery location for the Products, as confirmed by Clear Prospects within its written acceptance of the Order under clause 2.78.
Force Majeure Event: events, circumstances or causes beyond its reasonable control including but not limited to, Acts of God, flood, drought, earthquake or other natural disasters, terrorist attack, civil war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical, biological contamination or sonic boom, epidemic or pandemic, any law or any action taken by a Government or a public authority including without limitation imposing an export or import restriction, quota or prohibition, and the collapse of buildings, fire, explosion or accident and in the case of Clear Prospects a failure of its suppliers or subcontractors.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, 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.
Loss: actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly.
Order: the Customer's order for the Products, raised in accordance with clause 2.3.
Pre-Production Proof Sample Document: the sample proof document supplied by Clear Prospects to the Customer showing a pre-production sample proof of the Products to be supplied by Clear Prospects under the Contract that the Customer has supplied a Specification for.
Products: the products to be supplied by Clear Prospects to the Customer under the Contract, which shall primarily be as set out in the Order and based upon – where applicable – the Specification supplied by the Customer.
Promotional Materials: Clear Prospects’ catalogues, brochures, Websites or such other applicable sales or promotional literature, materials or publications.
Quotation: Clear Prospects’ quotation or proposal (whether in writing, given orally or sent by post and whether or not referred to as such) to provide the Products to the Customer, which is based on the Specification (if applicable) and which incorporates these Terms.
Specification: any specification for the Products, including any images, artwork, logos, related plans, images, text and drawings that are supplied by the Customer to Clear Prospects.
Terms: these terms and conditions as amended from time to time.
Websites: means the following websites:
- https://clearprospects.com;
- https://happysnapgifts.co.uk;
- https://thejetrest.com;
- https://wheatybags.co.uk; and
- https://bmpm.trade,
in addition to such other websites that Clear Prospects may operate from time to time and on which the Customer may raise an Order for the Products.
1.2 In these Terms, the following rules of interpretation apply:
(a) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and shall includes any subordinate legislation made under that statute or statutory provision from time-to-time.
(b) 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.
(c) a reference to writing or written includes emails.

2. BASIS OF CONTRACT
2.1 These Terms 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.
2.2 Where the Customer wishes to purchase the Products based on:
(a) Clear Prospects’ published price list (which can be found primarily on the Websites); or
(b) any Quotation that has been issued by Clear Prospects,
then the Customer shall first be required to raise an Order for the Products. The Customer shall also be required to include a precise Delivery Location in respect of the Products within its Order.
2.3 An Order can be raised in the following ways:
(a) via the Websites, by selecting the applicable Products, delivery method and then proceeding to and completing the checkout process;
(b) via email, by contacting sales@bmpm.trade; or
(c) via telephone, by contacting 01254 692432.
2.4 Where the Customer is raising its Order via the Websites, the Customer shall first be required to either create an account or otherwise proceed as a guest and, in doing so, the Customer warrants and represents that:
(a) it will provide complete and accurate information regarding its identity and whether it is creating the account or otherwise purchasing the Products as a Business or a Consumer; and
(b) where the Customer is a Business, it has the requisite authority on behalf of the Business to set up the account and enter into the Contract with Clear Prospects.
2.5 Where Clear Prospects has supplied a Quotation for the Products it may withdraw that Quotation at any time and at its absolute discretion. Any Quotation supplied shall be an invitation to treat and not an offer capable of acceptance by the Customer.
2.6 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms and shall not incorporate any other terms and conditions beyond those set out in the Contract. The Customer is responsible for ensuring and warrants that the terms outlined in the relevant published price list and where applicable, the Quotation, the Order and any applicable Specification are complete and accurate.
2.7 Clear Prospects may reject the Order at its absolute discretion and for any reason whatsoever and the Order shall only be deemed to be accepted at the earlier of when Clear Prospects:
(a) confirms its acceptance of the Order; or
(b) Otherwise commences the performance of its obligations in accordance with the terms of the Order,
at which point the Contract shall come into existence.
2.8 Once the Contract comes into existence under clause 2.7, the Order may not be cancelled by the Customer except with the prior agreement of Clear Prospects in writing. Without prejudice to any further terms that may be agreed between the parties, any such agreement is on the basis that the Customer shall indemnify Clear Prospects in full against all Losses (which for the purpose of this clause shall include the cost of labour and materials, loss of profit, loss of business, loss of goodwill, loss of business opportunity, loss of anticipated saving and any other indirect, special or consequential loss) incurred by Clear Prospects as a result of such cancellation.
2.9 Any samples, drawings or advertising produced by Clear Prospects and any descriptions or illustrations contained in the Promotional Materials are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.

3. THE PRODUCTS
3.1 The Products are described in the Promotional Materials, as modified or supplemented by an applicable Specification provided by the Customer (if applicable).
3.2 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Clear Prospects, keep Clear Prospects indemnified and hold Clear Prospects harmless from and against all Losses (including any direct, indirect or consequential Losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Clear Prospects in connection with any claim made against Clear Prospects for actual or alleged infringement of any Intellectual Property Rights, whether or not registered, arising out of or in connection with Clear Prospects’ use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Clear Prospects reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements from time to time or to improve the Products where to do so would not have a material adverse effect on the Customer.
3.4 It is the Customer’s sole responsibility to ensure that any Specification that it provides is of a satisfactory quality, fit for the Customer’s intended purpose and that the Customer’s use of the Products will comply with Applicable Laws. The Customer acknowledges that Clear Prospects shall:
(a) only be responsible for supplying Products in accordance with the Specification as is displayed within any Quotation or otherwise in writing by Clear Prospects to the Customer; and
(b) not be in breach of the warranty contained in clause 5.1 where the Products differ in immaterial respects from their Specification (such as, for example, slight differences in colour and/or representation).
3.5 If for any reason beyond its control, Clear Prospects is unable to supply a particular item of Products, Clear Prospects will notify the Customer of such and, in doing so, will provide the Customer with a refund in line with clause 8.5.

4. DELIVERY
4.1 Clear Prospects shall use reasonable endeavours to ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Clear Prospects reference numbers, the type and quantity of the Products, special care and maintenance instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
4.2 Unless otherwise agreed, delivery shall be on the basis of EXW (Clear Prospects’ Premises) (Ex-Works Incoterms 2020).
4.3 The Customer shall be solely responsible for ensuring that appropriate insurance policies are in place in respect of the loading, transit and unloading of the Products at Clear Prospects’ Premises and/or the Delivery Location (as the case may be)
4.4 In making physical delivery of the Products at the Delivery Location, the Customer shall provide Clear Prospects, or any agent or courier instructed on its behalf, with safe and unrestricted access to, movement around and egress from the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Clear Prospects shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide Clear Prospects with adequate delivery instructions or any other instructions that are relevant to the supply of the Products. Clear Prospects may deliver the Products in advance of the proposed delivery date.
4.6 If the Customer fails to take or accept delivery of the Products then, except where such failure or delay is caused by a Force Majeure Event or Clear Prospects’ failure to comply with its obligations under the Contract:
(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Clear Prospects notified the Customer that the Products were ready; and
(b) Clear Prospects shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the day on which Clear Prospects notified the Customer that the Products were ready for delivery the Customer has not taken or accepted actual delivery of them, Clear Prospects may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products. Where the Products are manufactured in accordance with a Specification supplied by the Customer, Clear Prospects will charge the Customer the full price stated within the Order in addition to any Losses that are incurred by Clear Prospects when disposing of such Products.
4.8 Clear Prospects may deliver the Products by instalments, and any delay in delivery or defect in an instalment shall not entitle the Customer to cancel that or any other instalment.

5. QUALITY
5.1 Unless otherwise notified to the Customer in writing, Clear Prospects warrants that on delivery the Products shall:
(a) subject always to the Customer’s warranty at clause 2.6 and clause 3.4, conform in all material respects with their description and the Specification (if applicable);
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by Clear Prospects.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to Clear Prospects within 3 Business Days following delivery that some or all of the Products do not comply with the warranty set out in clause 5.1;
(b) Clear Prospects is given a reasonable opportunity of examining such Products; and
(c) the Customer (if asked to do so by Clear Prospects) must return such Products in the same condition that they were delivered to the Customer, to Clear Prospects’ Premises at the Customer’s cost (such reasonable return costs to be refunded to the Customer if the Products are found not to comply with the warranty set out at clause 5.1,
Clear Prospects shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in addition to any reasonable return costs in accordance with clause 5.2(c).
5.3 Clear Prospects shall not be liable for the Products failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Products after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Clear Prospects’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of Clear Prospects:
i. following any drawing, design or Specification supplied by the Customer; and
ii. manufacturing the Products in line with any Pre-Production Sample Proof Document that has been agreed with the Customer;
(d) the Customer alters or repairs such Products’ without the written consent of Clear Prospects;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements or for their improvement under clause 3.3.
5.4 Except as provided in this clause 5, Clear Prospects shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Terms shall apply to any repaired or replacement Products supplied by Clear Prospects.

6. TITLE AND RISK
6.1 The risk in the Products shall pass to the Customer in accordance with clause 4.2.
6.2 Title to the Products shall not pass to the Customer until the later of:
(a) Clear Prospects receives payment in full (in cash or cleared funds) for the Products (and any other goods that Clear Prospects has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums); and
(b) the successful delivery of the Products in accordance with clause 4.2.
6.3 Until title to the Products has passed to the Customer, the Customer shall:
(a) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as Clear Prospects’ property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Clear Prospects immediately if it becomes subject to any of the events listed in clause 8.2;
(e) give Clear Prospects such information relating to the Products as Clear Prospects may require from time to time; and
(f) not grant any pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Clear Prospects.
6.4 Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Clear Prospects receives payment for the Products. However, if the Customer resells the Products before that time:
(a) it does so as principal and not as Clear Prospects’ agent; and
(b) title to the Products shall pass from Clear Prospects to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Products passes to the Customer the Customer breaches any of its obligations under clause 6.3 or clause 8.1, or becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy Clear Prospects may have:
(a) the Customer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and
(b) Clear Prospects may at any time:
iii. require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
iv. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. PRICE AND PAYMENT
7.1 Subject to the basis on which the Contract is formed, the price of the Products shall be the price set out in the Quotation or, where the Order is raised via (or based upon the contents of) the Websites, as set out within the published price list contained on the applicable Website.
7.2 Clear Prospects may by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to any:
(a) factor beyond Clear Prospects’ control (including but by no means limited to foreign exchange fluctuations, increases in taxes and duties (which shall include import and export duties), and increases in labour, materials and other manufacturing costs);
(b) request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification (if applicable); or
(c) delay caused by any instructions of the Customer or failure of the Customer to give Clear Prospects adequate or accurate information or instructions.
7.3 The price of the Products:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Clear Prospects at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance (for which the Customer is solely responsible under clause 4.3) and transport of the Products, which shall be invoiced to the Customer.
7.4 The Customer shall pay the sums due for each Order in full and in cleared funds when the Contract comes into existence in accordance with clause 2.78, unless otherwise agreed in writing with Clear Prospects. Payment shall be made to the bank account nominated in writing by Clear Prospects. Time for payment is of the essence.
7.5 If the Customer fails to make any payment due to Clear Prospects under the Contract by the due date for payment, then the Customer shall, if required to do so by Clear Prospects, pay interest on the overdue amount at the rate of 8% 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.
7.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Clear Prospects may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Clear Prospects to the Customer.

8. TERMINATION
8.1 Without limiting its other rights or remedies, Clear Prospects may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of being notified in writing to do so;
(b) the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to perform the Contract; or
(c) becomes subject to any of the events listed in clause 8.2.
8.2 For the purposes of clause 8.1, the relevant events are:
(a) the Customer 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 (IA 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 IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(b) 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), 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;
(c) the Customer 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 any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Customer's financial position deteriorates to such an extent that in Clear Prospects’ opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(f) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, Clear Prospects may suspend provision of the Products under the Contract or any other contract between the Customer and Clear Prospects if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(f), or Clear Prospects reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 Without limiting its other rights or remedies, Clear Prospects may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
8.5 Without affecting any other right or remedy available to it, Clear Prospects may terminate the Contract immediately on giving written notice of such termination to the Customer. The Customer acknowledges that its only remedy where the Contract is terminated under this clause 8.5 will be the right to receive a refund of any sums paid by it to Clear Prospects for Products that have not been supplied by Clear Prospects.
8.6 On termination of the Contract for any reason the Customer shall immediately pay to Clear Prospects all of Clear Prospects’ outstanding unpaid invoices and interest.
8.7 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
8.8 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. LIMITATION OF LIABILITY
9.1 Nothing in these Terms shall limit or exclude Clear Prospects’ liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful for Clear Prospects to exclude or restrict liability.
9.2 Subject to clause 9.1:
(a) Clear Prospects shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
i. loss of profit;
ii. loss of goodwill;
iii. loss of business;
iv. loss of business opportunity;
v. loss of anticipated saving;
vi. loss or corruption of data or information; or
vii. any indirect, special or consequential Loss,
that arises under or in connection with the Contract; and
(b) Clear Prospects’ 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 total price of the Products paid or payable by the Customer to Clear Prospects under the Contract.

10. FORCE MAJEURE
10.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
10.2 Clear Prospects shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
10.3 If a Force Majeure Event prevents, hinders or delays Clear Prospects’ performance of its obligations for a continuous period of more than thirty days, the Customer may terminate the Contract immediately by giving written notice to Clear Prospects and source the Products from a third-party supplier. In such circumstances, Clear Prospects will refund any sums paid for Products that it has been unable to deliver.

11. CONFIDENTIALITY
11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12. NOTICES
12.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(a) 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
(b) sent by email to contact details specified in the Quotation or Order or otherwise as notified previously by that party.
12.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or 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 at the time recorded by the delivery service; or
(c) if sent by email, at 9.00 am on the next Business Day after transmission, provided always that where the Customer serves a notice by email, in order for deemed receipt to occur under this clause 12.2(c), it shall be required to confirm delivery of such notice with Clear Prospects via telephone in accordance with clause 2.3.
12.3 This clause does not apply to service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.

13. GENERAL
13.1 Assignment and other dealings.
(a) Clear Prospects may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with (Transfer) all or any of its rights or obligations under the Contract.
(b) The Customer may not Transfer any or all of its rights or obligations under the Contract without the prior written consent of Clear Prospects.
13.2 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
13.5 Severance. 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.
13.6 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms as though it were a party to it and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby excluded to the fullest extent permitted by law.
13.7 Governing law. The Contract, 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.
13.8 Jurisdiction. 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 this Contract or its subject matter or formation.