These Conditions are entered into between Lumeneye Ltd T/A Solareye (registered in England and Wales with company number 11519490) (“Solareye”) and the customer named in the Order (“Customer”).
The following definitions and rules of interpretation apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.9.
Contract: the contract between Solareye and the Customer for the supply of Products and/or Installation Services in accordance with these Conditions.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
Installation Area: the cycle track, pathway or other area where the Products will be installed.
Installation Services: the installation service and any other services supplied by Solareye to the Customer, including the any relevant deliverables, as set out in the Service Specification;
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.
Solareye Materials: has the meaning given in clause 8.1(h).
Order: The Customer’s order for the supply of Products and/or Installation Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of Solareye’s quotation, as the case may be.
Products: the products (or any part of them) set out in the Order.
Products Specification: any specification for the Products provided by Solareye to the Customer in writing.
Service Specification: the description or specification for the Installation Services provided in writing by Solareye to the Customer,
a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b) A reference to a party includes its personal representatives, successors and permitted assigns.
c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
d) 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.
e) A reference to writing or written includes e-mail.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Products and/or Installation Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Solareye issues written acceptance of the Order at which point the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter, technical information, or advertising issued by Solareye and any descriptions or illustrations contained in Solareye’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Installation Services and/or Products referred to in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Solareye shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Products and Installation Services except where application to one or the other is specified.
3.1 The Products are described in Solareye’s catalogue or website and as modified by any applicable Products Specification.
3.2 Solareye reserves the right to amend the Products Specification if required by any applicable statutory or regulatory requirement, and Solareye shall notify the Customer in any such event.
3.3 It is the Customer’s responsibility to independently determine, prior to use, that the Products are suitable for its purposes.
4. Delivery of Products
4.1 Solareye shall ensure that:
a) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to Solareye. The Customer shall make any such packaging materials available for collection at such times as Solareye shall reasonably request. Returns of packaging materials shall be at Solareye’s expense.
4.2 Solareye shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Solareye notifies the Customer that the Products are ready.
4.3 Delivery of the Products shall be completed on the completion of unloading Products at the Delivery Location.
4.4 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. Solareye 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 Solareye with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.5 If Solareye fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. Solareye shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Solareye with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products.
4.6 If the Customer fails to take delivery of the Products within three Business Days of Solareye notifying the Customer that the Products are ready, then except where such failure or delay is caused by a Force Majeure Event or by Solareye’s 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 following the day on which Solareye notified the Customer that the Products were ready; and
b) Solareye 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 Solareye notified the Customer that the Products were ready for delivery the Customer has not accepted delivery of them, Solareye 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.
4.8 Solareye shall not be liable to the Customer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Products. If Solareye delivers up to and including 20% more or less than the quantity of Products ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Products was delivered, Solareye shall make a pro rata adjustment to the invoice for the Products.
4.9 Solareye may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.10 The Customer’s quality controller shall, immediately upon delivery, and at the latest within 48 hours of delivery, inspect the Products for quantity and visual quality (the Initial Inspection). The Initial Inspection shall be with reference to the transportation documents, the Order and any Product Specification. The Customer shall report any defects which would reasonably be discoverable on Initial Inspection within 48 hours of delivery to Solareye’s claims handling department. The Customer shall note the defects on Solareye transportation documents and keep the defective Products in evidence. If Solareye so requests, the Customer shall return the defective Products to Solareye in the original packaging.
5.1 Solareye warrants that on delivery, or, where relevant, on completion of the Installation Services, and for the period of any manufacturer’s warranty (as set out in the accompanying Product Specification) (warranty period), the Products shall:
a) emit a continuous LED light signal of more than 16 hours after full charge (8 hrs @ 100klux on a sunny day);
b) conform in all material respects with their description and any applicable Product Specification;
c) be free from material defects in design, material and workmanship;
d) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
e) be fit for any purpose held out by Solareye.
5.2 Subject to clause 5.3, if:
a) the Customer gives notice in writing to Solareye during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1;
b) Solareye is given a reasonable opportunity of examining such Products; and
c) the Customer (if asked to do so by Solareye) returns such Products to Solareye’s place of business at Solareye’s cost,
Solareye shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.3 Solareye 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(a);
b) the defect arises because the Customer failed to follow Solareye’s 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 Solareye following any drawing, design or Specification supplied by the Customer;
d) the defect arises as a result of the use of the Installation Area by vehicular traffic not under Solareye’s control;
e) the Customer alters or repairs such Products without the written consent of Solareye;
f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
g) the Products differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Solareye 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 Conditions shall apply to any repaired or replacement Products supplied by Solareye.
6. Title and risk
6.1 The risk in the Products shall pass to the Customer on completion of delivery.
6.2 Title to the Products shall not pass to the Customer until the earlier of:
a) Solareye receives payment in full (in cash or cleared funds) for the Products and any other goods that Solareye 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 Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.
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 Solareye’s 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 Solareye immediately if it becomes subject to any of the events listed in clause 12.2.
e) give Solareye such information relating to the Products as Solareye may require from time to time.
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 Solareye receives payment for the Products. However, if the Customer resells the Products before that time:
a) it does so as principal and not as Solareye’s agent; and
b) title to the Products shall pass from Solareye 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 becomes subject to any of the events listed in clause 12.2, then, without limiting any other right or remedy Solareye may have:
a) the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately
b) Solareye may at any time:
(i) require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) 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. Supply of Installation Services
7.1 Solareye shall supply the Installation Services to the Customer using reasonable care and skill in accordance with the Order and/or Service Specification in all material respects.
7.2 Solareye shall use all reasonable endeavours to meet any performance dates for the Installation Services agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Installation Services.
7.3 Solareye reserves the right to amend the Service Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Installation Services, and Solareye shall notify the Customer in any such event.
7.4 The Customer acknowledges that old or cracking asphalt surfaces may crumble during the installation process creating larger, irregular holes. Where possible, Solareye will rectify such disturbances at the time of the Installation Services using additional adhesive, however, Solareye is under no obligation to do so and will notify the Customer at time if rectification is not possible.
7.5 Solareye shall supply the Installation during daylight hours and at Solareye’s absolute discretion as to whether the weather conditions are suitable for such Installation Services.
8. Customer’s obligations
8.1 The Customer shall:
a) ensure that the terms of the Order and any information it provides are complete and accurate;
b) co-operate with Solareye in all matters relating to the Installation Services;
c) provide Solareye, its employees, agents, consultants and subcontractors, with access to the Customer’s site, and other facilities as reasonably required by Solareye to provide the Installation Services;
d) provide Solareye with such information and materials as Solareye may reasonably require in order to supply the Installation Services, and ensure that such information is complete and accurate in all material respects;
e) prepare the Customer’s site for the supply of the Installation Services;
f) obtain and maintain all necessary licences, permissions and consents which may be required for the Installation Services before the date on which the Installation Services are to start;
g) comply with all applicable laws, including health and safety laws;
h) keep all materials, equipment, documents and other property of Solareye (Solareye Materials) at the Customer’s premises in safe custody at its own risk, maintain the Solareye Materials in good condition until returned to Solareye, and not dispose of or use the Solareye Materials other than in accordance with Solareye’s written instructions or authorisation;
i) conform with any instructions given by Solareye in relation to the Installation Area, including, but not limited to, ensuring that, prior to and during the provision of Installation Services, the site is:
(i) free, up to 100mm below the surface of any underground services,
(ii) pre-marked at the desired spacing using a spot marking aerosol,
(iii) in good condition, clean, and free from any unexposed edges,
(iv) compliant with any additional traffic safety measures over and above the basic non-highway standard type supplied within Solareye quotation,
(v) not overgrown with grass and/or other plants, particularly around the concrete kerb sett or edge and ensure that any overhanging trees are pruned to allow enough daylight for the Products to recharge, and
(vi) free from moving plants for at least 12 hours after the adhesive supplied by Solareye for the Installation has been applied to allow it time to set;
j) in the event of the Customer’s self-installation, install, or arrange for the installation of, the Products as soon as practicable after delivery and in any event, shall not store the Products for more than 3 months without exposure to direct daylight of at least 12 hours for 1 day for each 3 month period, and
k) comply with any additional obligations as set out in Solareye’s quotation.
8.2 If Solareye’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) without limiting or affecting any other right or remedy available to it, Solareye shall have the right to suspend performance of the Installation Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Solareye’s performance of any of its obligations;
b) Solareye shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Solareye’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
c) the Customer shall reimburse Solareye on written demand for any costs or losses sustained or incurred by Solareye arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1 The price for Products:
a) shall be the price set out in the Order, or, if no price is quoted, the price set out in Solareye’s published price list in force as at the date of the Order; and
b) excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
9.2 The charges for the Installation Services shall be calculated on a time and materials basis in accordance with Solareye’s day rates, as set out in the Order or, if there are no day rates set out in the Order, in accordance with its current day rates as at the date of the Contract. Solareye’s day rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days.
9.3 Solareye may, by giving notice to the Customer at any before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
a) any factor beyond Solareye’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
c) any delay caused by any instructions of the Customer or failure of the Customer to give Solareye adequate or accurate information or instructions.
9.4 Solareye may, by giving notice to the Customer at any before delivery, increase the price of the Products or the charges for the Services to reflect any increase in the cost of the Products to Solareye that is due to:
a) any factor beyond the control of Solareye (including, but not limited to, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Products Specification; or
c) any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give Solareye adequate or accurate information or instructions in respect of the Products.
9.5 In respect of Products, Solareye shall invoice the Customer on or at any time after completion of delivery. In respect of Installation Services, Solareye shall invoice the Customer on completion of the Installation Services.
9.6 The Customer shall pay each invoice submitted by Solareye:
a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by Solareye and confirmed in writing to the Customer;
b) in the currency invoiced; and
c) in full and in cleared funds to a bank account specified on the invoice.
9.7 If the Customer fails to make a payment due to Solareye under the Contract by the due date, then, without limiting Solareye’s remedies under clause 12 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Solareye to the Customer, the Customer shall, on receipt of a valid VAT invoice from Solareye , pay to Solareye such additional amounts in respect of VAT as are chargeable on the supply of the Installation Services or Products at the same time as payment is due for the supply of the Installation Services or Products.
9.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.10 Any extension of credit allowed to Customer may be changed or withdrawn by Solareye at its sole discretion and without notice.
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Installation Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Solareye .
11. Limitation of liability
11.1 Nothing in these Conditions shall limit or exclude Solareye’s 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;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d) any matter in respect of which it would be unlawful for Solareye to exclude or restrict liability.
11.2 Subject to clause 11.1:
a) Solareye shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
b) Solareye’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the charges paid or payable by the Customer in the 12 months preceding the relevant breach.
11.3 This clause shall survive termination or expiry of the contract.
12.1 Without affecting any other right or remedy available to it, either party may terminate the Installation Services by giving the other party not less than 3 months’ written notice.
12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
b) the other party 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;
c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.3 Without affecting any other right or remedy available to it, Solareye may terminate the Contract with immediate effect by giving written notice to the Customer if:
a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
b) there is a change of control of the Customer.
12.4 Without limiting its other rights or remedies, Solareye may suspend provision of the Products under the Contract or any other contract between the Customer and Solareye if the Customer becomes subject to any of the events listed in clause 12.2(a) to clause 12.2(d), or Solareye 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.
13. Consequence of termination
13.1 On termination of the Contract:
a) Customer shall immediately pay to Solareye all of Solareye’s outstanding unpaid invoices and interest and, in respect of Installation Services and Products supplied but for which no invoice has been submitted, Solareye shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b) the Customer shall return all of the Solareye Materials and any deliverables or Products which have not been fully paid for. If the Customer fails to do so, then Solareye may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
13.2 Termination 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.
13.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
14. Force majeure
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. If the period of delay or non-performance continues for more than 8 weeks, the party not affected may terminate this Contract with immediate effect by giving written notice to the affected party.
15.1 Assignment and other dealings
a) Solareye may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
b) 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 the Contract without the prior written consent of Solareye.
a) Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
b) Each party may disclose the other party’s confidential information:
(i) 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 this agreement. 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 15.2(b); and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) 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 this agreement.
a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier.
b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.3(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.4 Severance. If any provision of this agreement is illegal or unenforceable, that will not affect the continuation in full force and effect of the remainder of the agreement.
15.5 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.
15.6 No partnership. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
15.7 Entire agreement. This 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
15.8 Third-party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
15.9 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
15.10 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.
15.11 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 the Contract or its subject matter or formation.