MASCOT MAKERS LTD TERMS AND CONDITIONS

TERMS AND CONDITIONS OF BUSINESS
(1) The Customer wishes to engage Mascot Makers Ltd (company number 09680412) (‘the Company’) to design and make Costume(s) more specifically set out in the relevant Technical Specifications document, and the Company has agreed to accept the engagement on the terms laid out in this Terms and Conditions document.
(2) The engagement between the parties is bound by the terms of this Terms and Conditions document and the Technical Specifications document, which taken together form the contract between the Parties (the ‘Agreement’).
IT IS AGREED as follows:
1 Definitions and Interpretation
1.1 In this Agreement the following expressions have the following meanings:
“Agreement” this Terms and Conditions document, together with the Technical Specifications;
“Approval Documents” shall have the meaning provided in clause 7.2;
“Business Day” 09:00 – 17:00 BST/GMT, as appropriate, on a day other than a Saturday, Sunday or a public or bank holiday in England and Wales or Scotland;
“Company” Mascot Makers Ltd (company number 09680412) whose registered address is 27 Sheet Street, Windsor, United Kingdom, SL4 1BN;
“Costume” the custom-made costume ordered by the Customer within the Order and subject to this Agreement (including any additional parts, if applicable). Where an Order includes multiple costumes, the word ‘Costume’ can be read ‘Costumes’ where appropriate;
“Customer” the person, firm, partnership, company or other legal entity that has placed the Order with the Company under this Agreement;
“Confidential Information” in relation to either Party, all confidential information disclosed to a Party or its employees, officers, representatives or advisors by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether labelled as confidential or not);
“Data Protection Law” all applicable data protection and privacy legislation, regulations and guidance including the Data Protection Act 2018 (“DPA”), Regulation (EU) 2016/679 (the “General Data Protection Regulation” or the “GDPR”) and all legislation enacted in the UK in respect of the protection of personal data) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (all as amended, updated or re-enacted from time to time);
“Delivery” the arrival of the Costume(s) at the Premises, whether or not received by the Customer;
“Delivery Cost” all costs associated with delivery of the Costume(s) to the Customer at the Premises, such as initial transit and shipping costs, but excluding Local Costs;
“Delivery Date” the date on which Delivery is made;
“Deposit” the deposit provided by the Customer in advance of creation of the Costume(s) within an Order;
“Design” the overall design and ‘look’ of a Costume when accounting for its overall appearance, size and colour;
“Design Service” a service whereby the Customer pays for the Intellectual Property rights to the Design and associated Vector Files, without the Company manufacturing a Costume;
“Design Service Fee” the one-off price paid by the Customer to the Company for the Design Service;
“Designated Contact” an employee of the Customer nominated as a contact point for the Company, and who has authority to provide instructions and accept correspondence on behalf of the Customer;
“Dispatch Date” the date on which each Costume under the Order is dispatched by the Company to the Customer;
“Documents” includes, but is not limited to, inventions, improvements, formulae, designs, programs, drawings, manuals, plans and any design documents prepared by the Company;
“Final Payment” the Price less the Deposit;
“Intellectual Property” includes all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights to use and protect the confidentiality of Confidential Information (including without limitation know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights;
“Local Costs” all additional costs and fees required by the country in which the Premises resides to enable delivery of the Costume(s), including but not limited to international and domestic fees, licence costs, local duties and custom charges, additional insurance fees etc;
“Logo” any logo or other identifying marker the Customer wishes added to a Costume;
“Losses” any direct or indirect, immediate or consequent losses, actions, costs, liabilities, expenses (including reasonable legal expenses), demands, claims and damages;
“Manufacturing Cost” the total cost charged by the Company to the Customer in order to manufacture the Costume(s) specified in the Order;
“Order” an order placed by the Customer with the Company for the creation of single or multiple Costumes;
“Order Date” the date on which all the following criteria are met: (i) the Technical Specifications are approved by the Company, (ii) the Deposit is received by the Company, and (iii) the Customer has provided all required Vector Files for Logos (if any);
“Party” a party to this Agreement and “Parties” shall be construed accordingly;
“Premises” the address provided by the Customer where the Costume is to be delivered;
“Price” the combined total of the Delivery Cost and the Manufacturing Cost;
“Proposal” quotation document generated by the Company for the Costume;
“Rush Service” a special service at higher cost, but swifter manufacturing;
“Technical Specifications” the document detailing the specific requirements and specifications for the Costume(s), from which the Costume(s) will be designed;
“Third-Party” any individual, firm, partnership or company or other legal entity who does not have a direct connection with the Customer or the Company;
“Vector Files” files that contain graphics such as logos, icons, illustrations, and design elements, which are specifically formatted for digital printing. These files should be in a vector format (e.g. AI, EPS, SVG, or PDF) which allows for scaling without loss of quality and is suitable for high-resolution printing purposes.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.2 a clause or paragraph is a reference to a clause or paragraph within the document of reference.
2 Provision of Costumes
2.1 The Company shall make and provide each Costume within the Order in accordance with the Technical Specifications in consideration of the Price in accordance with this Agreement.
2.2 The Customer shall be invoiced for the Price in accordance with clauses 7 and 8 of the Terms and Conditions;
2.3 Shortly following the Order Date the Company will provide the Customer with an estimated date on which it anticipates the Order will be ready to be dispatched. The Company aims, but does not guarantee, to have the Costume(s) completed and ready to dispatch 8 working weeks from the Order Date.
2.4 If the Company fails to provide the Costume(s) or becomes aware of anything that would adversely affect their provision, the Company shall (i) notify the Customer in writing and (ii) undertake such remedial action as is reasonably possible, within two working days of becoming aware of the issue.
2.5 The Agreement constitutes the entire understanding and agreement between the Parties in relation to the Order and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, promotional materials and understandings between them, whether written or oral, save for any correspondence chains between the Parties that directly discuss the terms of the Technical Specifications.
3 Orders and Agreement
3.1 If numerous Orders are placed by the same Customer, each Order shall stand as a separate Agreement, starting on a separate Order Date.
3.2 This Agreement shall come into effect upon the Order Date, save in the case of the Design Service, when it shall come into effect upon receipt of the Design Service Fee.
3.3 No amendment shall be made to the Agreement except as agreed in writing between the Parties.
3.4 The Agreement shall supersede all other terms and conditions, including any terms or conditions which the Customer seeks to impose or incorporate under any purchase order, confirmation of order, specification or other document or which are implied by trade, custom, practice or course of dealing, or by any other means.
4 Technical Specifications
4.1 The Technical Specifications shall detail the dimensions and look of the Costume(s), and are prepared by the Company using information provided by the Customer.
4.2 Any and all samples, drawings, descriptions, specifications and advertising material issued by the Company, and any descriptions or illustrations contained in the Company’s catalogues or brochures or web site, are specifically excluded from the Technical Specifications. They are all provided only to provide an approximate idea of the Costume(s) described in them. They do not form part of any Order, and the Costume(s) will be individually designed to the Technical Specifications only.
4.3 It is the sole responsibility of the Customer to provide accurate detail so as to enable preparation of the Technical Specifications, including but not limited to measurements, colour preference, design preference, and specific dislikes.
4.4 By providing the Deposit the Customer is explicitly agreeing to these Terms and Conditions. By signing the Technical Specifications, the Customer is explicitly agreeing the accuracy of the information within the Technical Specifications.
4.5 The Company will adhere as closely as possible to the Technical Specifications with regard to size, colour and design preferences, but reserves the right at its absolute discretion to modify those attributes (as little as reasonably possible) in order to maintain the overall styling and colour balance of the Costume(s), as well as to allow for any structural requirements that become apparent in the making of the Costumer(s).
4.6 If the Customer wishes to alter the Technical Specifications after the Order Date the Company will undertake reasonable efforts to accommodate any requests, if possible, but reserves the absolute right to alter the Price as a result, up to and including alerting the Price so as to include the costs associated with abandoning a Costume mid-manufacture and starting again. If the alteration of the Price requires an increase to the Deposit, the increase must be paid immediately by the Customer before work on the Order is recommenced.
5 Parties’ Obligations
5.1 The Customer’s obligations are to:
5.1.1 provide accurate information at all times with regard to its identity, Premises and other requested information;
5.1.2 if a business, have a consistent Designated Contact.
5.2 The Company’s obligations are to:
5.2.1 provide reasonable updates and information regarding the progress of the Order;
5.2.2 ensure that the Costume is manufactured with the care, skill and diligence required of a professional business; and
5.2.3 maintain suitable insurance policies that it deems reasonable in connection with the provision of the Costume(s).
5.3 The Parties obligations are to:
5.3.1 comply with applicable Data Protection Law; and
5.3.2 take reasonable steps to keep the other informed of any special requirements or developments impacting upon the Order.
6 The Costume(s)
6.1 The Company warrants that the Costume(s) will be manufactured to a standard expected of a professional costume manufacturing business, and will be fit for purpose.
6.2 The head of the Costume is not washable.
6.3 Costumes that have complex designs, such as objects, knights, or characters with intricate shapes, are not suitable for machine washing. Additionally, elements with specific shapes or those containing electronic devices, such as LED lights or animatronics, are not washable.
6.4 Costumes with foam padding are not machine washable.
6.5 Bodysuits, shirts, gloves, and shoe covers from a Costume are either hand or machine washable.
6.6 Use of the Costume is to be by professionals only. The Company is not liable under any circumstances for the use to which the Costume is put, or for the health of the person using the Costume.
6.7 Unless agreed in writing the Company will not accept the return of any Costume.
6.8 If the Costume develops defects within 6 months of Delivery, and the Company agrees there are defects, a part of the Costume that contains the defect will be manufactured and dispatched to the Customer, at no cost to the Customer other than Local Costs. This limited warranty excludes defects caused by:
6.8.1 improper use, handling, or storage;
6.8.2 unauthorized alterations or repairs;
6.8.3 accidents, negligence, or misuse;
6.8.4 normal wear and tear, including fading or discoloration of materials;
6.8.5 damage caused by exposure to extreme temperatures, humidity, or corrosive environments;
6.8.6 any issues arising from incorrect information within the Technical Specifications; and
6.8.7 failure to follow the Company’s oral or written instructions as to the storage, use or maintenance of the Costume or (if there are none) good practice.
7 Payments and Refunds
7.1 Once the Quote has been agreed between the Parties the Customer shall provide a Deposit of 50% of the anticipated Manufacturing Cost (and, if known, 50% of the anticipated Delivery Cost) of every Costume within the Order.
7.2 Upon successful manufacture of a Costume the Customer will be provided with pictures and/or videos of the final product for approval (“Approval Documents”), and:
7.2.1 if the Costume is approved the Customer will provide all remaining funds under the Order, being the Final Payment and any additional charges.
7.2.2 if the Costume is not approved the Company will work with the Customer to attempt to enact any reasonable and proportionate (in the Company’s sole discretion) requests of the Customer, if received within three working days. Otherwise the Customer must make the Final Payment and payment of any additional charges.
7.2.3 if the, in the Company’s sole discretion, the reasonable concerns and requests of the Customer have been met, per clause 7.2.2, the Customer must make the Final Payment and payment of any additional charges.
7.3 Upon receipt of the Final Payment and all additional charges the Company will organise the delivery of the Costume(s) to the Premises.
7.4 If the Customer does not provide the Final Payment and payment for any additional charges within 14 days of provision of the Approval Documents, the Costume(s) will be placed in secure off-site storage, and will only be sent to the Customer upon payment of the Final Payment plus any additional charges plus all costs associated with off-site storage.
7.5 If the Customer does not meet the requirements of clause 7.4 within 21 days of the Costume(s) being sent to off-site storage, the Order will be treated as cancelled per clause 8.3.3.
7.6 Any possible refund in full or in part of the Deposit or the Price will be at the complete and sole discretion of the Company.
7.7 No payment under this Agreement shall be deemed to have been received until the Company has received it in cleared funds.
7.8 The Company may charge the Customer for any reasonable costs and expenses properly incurred by the Company and which cannot be mitigated, as a direct result of any delay or variation in the Customer’s instructions and/or requirements, or any failure on the part of the Customer to provide instructions in a reasonable and timely manner.
7.9 All sums payable pursuant to this Agreement are exclusive of any value added or other tax which shall be added to the Company’s invoices at the prevailing rate.
7.10 The Customer may not withhold payment or take deductions from any invoice amount (by offset, counterclaim, or otherwise).
8 Postponement and Cancellation
8.1 After the Order Date, the Customer may only postpone the Order (or part of the Order) or place the Order (or part of the Order) on hold, with the written agreement of the Company. Such decision is completely within the Company’s discretion, and may include additional charges. If the Company does not agree to the request, the Customer must either cancel the Order or continue the Order to Delivery.
8.2 The Customer may cancel the Order (or part of the Order) at any time, at which point the Company retains the Costume(s) and the Intellectual Property rights in the Design(s), and will charge an administration fee.
8.3 If the Customer cancels the Order (or part of the Order) the following also applies:
8.3.1 If cancelled before manufacture of the Costume(s) has not yet commenced the Deposit will be returned in full minus an administration fee and applicable bank charges or surcharges (save in the case of the Rush Service, when it is kept in full).
8.3.2 If cancelled before the Dispatch Date, any element of the Deposit relating to anticipated Delivery Costs will be returned.
8.3.3 If cancelled after manufacturing of the Costume(s) has begun then the Deposit is kept and, if appropriate, the Customer is charged a further sum representing the cost to the Company in manufacturing the Costume(s) that is over and above the value of the Deposit relating to the Manufacturing Cost.
8.3.4 The Company can set off the sum at clause 8.3.2 against the costs at clause 8.3.3.
9 Delivery
9.1 The Order will be dispatched to the Premises only, and the Company will inform the Customer of the Dispatch Date. The Company will assist the Customer as necessary in tracking the delivery progress of the Order once dispatched.
9.2 Once a Costume is dispatched:
9.2.1 ownership of the Costume transfers to the Customer, regardless of the Delivery Date;
9.2.2 the Customer is liable for any and all Local Costs required to be paid in order to complete the delivery;
9.2.3 the Company is not liable for any failures or delays in Delivery;
9.2.4 the Costume is the responsibility of the entity/entities ensuring transit and delivery, and all liability for its safe transit lies with them; and
9.2.5 the Company is not liable for any Losses incurred in-transit.
9.3 There will be no refund of the Price if Delivery is not made once the Costume is dispatched. However if Delivery is never made (save as a result of any act or omission of the Customer, including non-payment of any Local Costs) the Company will manufacture and dispatch a copy of the same Costume at no additional cost to the Customer. At no point will the Company by liable for any Losses incurred as a result of a failed delivery.
9.4 Upon Delivery the Customer has 7 days in which to examine the Costume(s) and inform the Company of any perceived defects.
9.5 If any perceived defects are not as a result of transit, the Parties will attempt to resolve the matter remotely, however it remains in the Company’s sole discretion to require the Costume(s) or a part of the Costume to be returned at the Customer’s cost for examination:
9.5.1 If the Company agrees that the Costume or a part of the Costume was defective upon or before the Dispatch Date it will remedy any defects and re-send the Costume or a part of the Costume at no additional cost to the Customer (save for the Local Costs).
9.5.2 If the Company disagrees with the Customer and considers the Costume well-made and within Technical Specifications then the Customer must pay for Delivery Costs and Local Costs in returning the Costume or a part of the Costume.
9.6 If any perceived defects are as a result of transit, the Customer must take pictures and videos of the Costume and package and packaging sufficient that the Company may claim on its transit insurance:
9.6.1 If the Customer fails to provide such evidence then no further action can be taken, the Costume is kept, and there will be no refund.
9.6.2 If the Customer provides the evidence then the Parties will follow the steps laid out at clause 9.5.
9.7 In the alternative to clauses 9.3-9.6 above, the Company may elect to provide a refund of the Price or part of the Price, however this is solely at the Company’s discretion.
10 Intellectual Property
10.1 The Company reserves the right to use the Designs and photos of produced Costumes for publicity purposes.
10.2 All Intellectual Property in the materials provided by the Company as drawings, technical sketches, photo reports, video reports vests in the Company. Such materials cannot be published anywhere without written permission.
10.3 Unless specified in writing the Company holds all Intellectual Property in the drawings provided by the Company that were used in order to perfect the Design of any Costume.
10.4 The Customer warrants to the Company that all artwork submitted by the Customer for use in a Design is owned by or licenced by the Customer, and being used in full compliance with all applicable intellectual property laws.
10.5 The Customer irrevocably grants the Company the right to use its name, logo, and mascot project details in its portfolio, website, social media, and promotional materials for showcasing its work.
10.6 Logos or trademarks displayed on products in the Company’s catalogue and on its website are solely for the purpose of showing its manufacturing capabilities, and are not an endorsement of the products or services of those businesses. Such logos and designs may not form part of any Design of a Costume.
10.7 The Customer may not replicate or duplicate any Design or Costume without the written permission of the Company.
11 Term and Termination
11.1 This Agreement shall terminate upon Delivery of the Order, save where the Customer notifies the Company of any defects in line with clause 9.
11.2 The Company may terminate this Agreement at any time by repaying to the Customer all sums received.
11.3 Either Party may immediately terminate this Agreement (and in the case of the Company, all other agreements that exist between the Parties) by giving written notice to the other Party if:
11.3.1 either Party commits a material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 28 calendar days after receiving written notice specifying particulars of the breach requiring it to be remedied;
11.3.2 a receiver is appointed over any of the property or assets of the other Party;
11.3.3 either Party becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
11.3.4 either Party goes into liquidation (except for the purposes of amalgamation or re-construction);
11.3.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other Party; or
11.3.6 either Party ceases, or threatens to cease, to carry on business.
11.4 The rights under this clause 11 shall not prejudice any other right or remedy of either Party.
11.5 All provisions of this Agreement which are, expressly or by necessary implication, intended to survive termination shall remain in full force and effect following termination.
12 Effects of Termination
12.1 Upon the termination of this Agreement for any reason:
12.1.1 any sum owing under this Agreement shall be immediately payable; and
12.1.2 any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect.
13 Confidentiality
13.1 Each Party undertakes that, except as provided by clause 13.2 or as authorised in writing by the other Party, it shall always:
13.1.1 keep confidential all Confidential Information;
13.1.2 not disclose any Confidential Information to any other person;
13.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
13.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
13.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this clause 13.1
13.2 Either Party may:
13.2.1 disclose any Confidential Information to: i) their approved sub-contractor or supplier; ii) any governmental or other authority or regulatory body, where required by law; or iii) their employee or officer; to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential; and
13.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement (or at any time thereafter becomes) public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
14 Force Majeure
14.1 Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power supply failure, Internet Service Provider (ISP) failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic or pandemic, governmental action, staff illness, or any other event that is beyond the control of the Party in question (an “event of force majeure”). Each Party shall, where the context permits, use all reasonable efforts to minimise the effects of the same and notify the other Party forthwith following it becoming aware of such an event of force majeure.
14.2 Subject to the affected Party promptly notifying the other Party in writing of the cause and the likely duration of the delay or inability to carry out any obligations pursuant to this Agreement, and subject to the affected Party using all reasonable efforts to recommence performance where possible without delay (including notifying the other Party of an outline of what remedial actions it intends to undertake), the performance of the affected Party’s obligations, to the extent affected by the cause, will be suspended during the period that the cause persists.
14.3 If the event of force majeure has subsisted for a period of 28 calendar days, either Party may terminate the Agreement immediately without penalty on written notice to the other.
15 Notices
15.1 All notices under this Agreement shall be in writing.
15.2 Notices shall be deemed to have been duly given:
15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
15.2.2 on the second Business Day following mailing, if mailed by national first-class mail, postage prepaid; or
15.2.3 on the tenth Business Day following mailing, if mailed by airmail, postage prepaid,
15.2.4 if sent by email during normal business hours, the time it is received, otherwise the following Business Day.
15.3 All notices to the Company must be sent to the address provided in the Definitions section or [email protected].
15.4 All notices to the Customer will be sent to the Designated Contact.
16 Relationship of the Parties
16.1 Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties or, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.
17 Liability and Indemnity
17.1 If a Costume meets the provisions of the Technical Specifications, is made with the care and skill warranted, and contained no defects, there is no liability for the Company whatsoever.
17.2 The Company shall not be liable to the Customer in contract, tort, negligence, breach of statutory duty or otherwise for any Losses by the Customer incurred as a result of use of the Costume.
17.3 The Agreement sets out the full extent of the Company’s obligations and liabilities in respect of the supply of the Costume(s). All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
17.4 The Customer indemnifies the Company fully against any liability or Losses resulting from claims brought against the Company for Intellectual Property infringement (or similar claims) as a result of Logos and Designs created or used, incorporating artwork, colouring or designs provided by the Customer.
18 Limitation Of Liability
18.1 Neither Party seeks to limit its liability (if any) in respect to the following: (i) fraud, or (ii) the death of, or personal injury to, any person caused by negligence, or (iii) their obligations under Data Protection Law, and (iv) any liability which cannot be legally capped or excluded.
18.2 The Company’s total aggregate liability to the Customer under this Agreement will be the total Price (and any additional charges) paid by the Customer.
18.3 Any claim made against the Company by the Customer must be brought within 1 year of the latest of (where applicable) Delivery, the Dispatch Date, the Order Date.
19 Sub-Contracting
19.1 The Customer accepts that the Company may sub-contract any work, including but not limited to manufacturing and design.
20 Warranties
20.1 The Company warrants that it will use reasonable care and skill as expected within its industry in preparing the Technical Specifications, manufacturing the Costume(s) and organising dispatch.
20.2 The Customer warrants to the Company that it has ownership of licencing (with sub-licencing) rights to all designs and artwork it presents to the Company for inclusion in the Design.
21 Data Processing Policy
21.1 The Parties agree to abide by all applicable Data Protection Law.
22 Nature of the Agreement
22.1 Subject to clause 19 this Agreement is personal to the Parties.
22.2 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Nothing in this Agreement shall limit a Party’s liability for fraud or fraudulent misrepresentation.
22.3 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
22.4 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
22.5 For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement, this Agreement is not intended to and does not, give any person who is not a Party to it, any right to enforce any of its provisions.
22.6 Any act or omission of any subsidiary, employee, contractor, representative or agent of any Party involved in the performance of this Agreement shall be considered in relation to this Agreement as an act or omission of that Party.
23 Law and Jurisdiction
23.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
23.2 Any dispute between the Parties relating to this Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.