Terms & Conditions

The appointment of a member of the Cornflake Group (‘Cornflake’) by the Client is subject to the following terms and conditions (the ‘Cornflake Terms and Conditions’ or these ‘Conditions’).  These terms shall operate to the exclusion of all terms advanced by the Client, which shall be of no effect.

1. DEFINITIONS & INTERPRETATION

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

2. In these Conditions:

1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2. a reference to a party includes its successors and permitted assigns;
3. a reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision;
4. 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; and
5. the headings are inserted for convenience only and shall not affect their construction; and
6. references to written or in writing shall include email.

2. Basis of Contract

1. The Order, which may be demonstrated (without limitation) by a Client or Ultimate End-Client issuing written instructions for Cornflake to commence any Services or to provide any Equipment, or by the issue to a member of the Cornflake Group of a draft contract or sub-contract referencing any Quotation, constitutes an offer by the Client to purchase Equipment and/or Services, or Concierge Services, on a non-exclusive basis, in accordance with these Conditions.
2. The Order shall only be deemed to be accepted on the sooner of:

1. Cornflake issuing written acceptance of the Order; and
2. the Client paying the Deposit;

at which point and on which date the Contract shall come into existence (the ‘Commencement Date’).

3. Cornflake shall endeavour to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the supply of any Services, delivery of any Equipment, the supply of any Concierge Services, or the carrying-out of the Works.  Any quoted lead time shall commence on the later of the Order and the payment by the Client of any Deposit invoice.
4. Any samples, descriptive matter or advertising issued by Cornflake and any descriptions of the Equipment and/or Services and/or Concierge Services contained in Cornflake’s catalogues, brochures, websites or other marketing or promotional material are issued or published for the sole purpose of giving an approximate idea of the goods and/or services described in them.  They shall not form part of the Contract or have any contractual force.
5. These Conditions apply to the Contract to the exclusion of any other terms that the Client or the Ultimate End-Client seeks to impose or incorporate (including but not limited to any terms contained in the Order), or which are implied by law, trade custom, practice or course of dealing, save only where Cornflake enters into a specific written contract with the Client which explicitly excludes these Conditions (by reference to the “Cornflake Terms of Trade”), whereupon the terms of such specific written contract shall apply only to Equipment delivered and/or Services carried out from the date of such contract (and these Conditions shall apply to the supply of any Equipment and/or Services on or before that date).
6. Unless otherwise set out therein, any Quotation given by Cornflake shall be an invitation to treat and shall not constitute an offer; and is only valid for a period of 20 Business Days from its date of issue (unless it is withdrawn in writing sooner), after which time Cornflake reserves the right to modify or withdraw it without penalty.
7. All of these Conditions shall apply to the supply of Equipment, Services and Concierge Services (subject to clause 16), except where application to one or the other alone is specified or the contrary is explicitly stated.
8. If any term, provision, assumption or allowance set out in the Quotation is inconsistent with any term, provision, assumption or allowance set out in these Conditions, these Conditions shall be deemed modified by the minimum amount required to give effect to the intention of the Quotation.
9. The Client irrevocably waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained within any of the Client’s documents that is inconsistent with these Conditions.  In particular, no JCT, ACE or similar standard-form sub-contract provisions shall apply to the Contract.

3. Cornflake’s Obligations

1. Unless otherwise specifically detailed in the Quotation, no Drawings or design work have been prepared or undertaken by Cornflake and Cornflake accepts no design liability under the Contract.  In particular, unless otherwise clearly set out in a Quotation, Cornflake shall have no responsibility for the suitability or fitness for purpose of any Equipment supplied.
2. In relation to the Design Deliverables only, Cornflake warrants and undertakes that it shall use all the reasonable skill, care and diligence to be expected of an experienced member of its profession undertaking the Services on works similar in scope and character to the Project.
3. Unless otherwise set out in a Quotation, Cornflake provides the Equipment for private and domestic use only (and no commercial or business use) and shall carry out the Services on this basis.
4. Cornflake shall keep the Client reasonably informed of:

1. progress in the performance of the Services and of any issue that may materially affect the Brief, the Budget, the Programme, or the quality of the Project;
2. the need to appoint Others to perform work or services in relation to the Project; and/or
3. any information, decision or action required from the Client or Others in connection with the performance of the Services.

5. Cornflake shall Collaborate with all Others who are working on the Project, or whose appointment is reasonably foreseeable, and, as applicable, shall co-ordinate and integrate the information so received into its work.

4. The Client’s Obligations

1. The Client shall provide, free of charge, all of the information in its possession, or readily obtainable, which is necessary for the proper and timely performance of the Services, and Cornflake shall be entitled to rely on such information and shall not be responsible for any flaws, defects, inconsistencies or inaccuracies contained therein.
2. The Client shall take decisions, give approvals and take all such other actions necessary for the proper and timely performance of the Services.  Where the Client is requested by Cornflake to provide information about, confirmation of, approval of, or consent to any matter, the Client shall do so reasonably promptly and, in any event, within 5 Business Days.
3. The Client shall supply the Brief, assist with its development and advise Cornflake on the relative priorities of the Brief, the Budget and the Programme.
4. If the Client, the Ultimate End-Client, or anyone acting on either’s behalf issues instructions to Others, Cornflake shall not be responsible or liable for the consequences of such instructions.
5. The Client shall be responsible for the obtaining of all necessary licences, permits, permissions, approvals and consents required for the carrying out of the Services, including but not limited to any licences to alter required under the provisions of any title to the Property, any listed building, heritage or conservation area consent, and/or any building control or analogous approvals both before and following completion of the Services.
6. If the Client or anyone acting on its behalf issues instructions that mean that the Services will be delivered in such a way as to contravene any permissions, consents, licences, regulations or other mandatory provisions,  Cornflake shall not be responsible for the consequences of such instructions.
7. Where work or services, other than the Services, are required, the Client shall appoint and pay Others under separate agreements to perform such work or services, shall hold such Others responsible for the competence and performance of their work or services, and shall require them to Collaborate with Cornflake.  The Client shall confirm to Cornflake the appointment of such Others, their disciplines and the expected duration of their employment.
8. If during performance of the Services it is Cornflake’s reasonably-held opinion that it would benefit the Client or the Ultimate End-Client, Cornflake may recommend that the Client appoints Others with appropriate knowledge and experience to perform part of the Services.  If the Client agrees to such appointment, it shall be made without undue delay.  On such appointment, the Client shall give Cornflake written confirmation, whereupon Cornflake will cease to be responsible or liable for that element of the Services.  Cornflake shall Collaborate with such Others.
9. Where the Contract is for the supply of Equipment, the Client shall be responsible for providing a safe, dry, room-temperature, secure storage area for any unfixed Equipment and/or materials. Cornflake accepts no responsibility for any loss or damaged caused by the Client’s failure to so provide.
10. Where the Client requires Cornflake to adhere to any particular health and safety and/or security protocols from time to time in force, Cornflake shall not be in breach of any of its obligations under the Contract by adhering to, or attempting to adhere to, the same.
11. Unless otherwise explicitly set out in the Quotation, Cornflake does not provide, and has not allowed for any of the following in the preparation of its Quotation.  The Client shall be responsible for arranging and paying for all of the following in good time to allow the Works to proceed unhindered:

1. the identification, monitoring, removal and disposal of any hazardous materials;
2. the supply and certification of electrical power to the designated locations, including but not limited to all 240V connections for all lighting, blinds and other items as more particularly specific in the Drawings;
3. any builder’s work, including but not limited to the provision of ducts, chasing-in of cables, cutting-out of existing or new structures and any making good;
4. preparatory work, including but not limited to first fixes, provision and handover of plant rooms and any other enabling works in strict accordance with the supplied schematics, schedules and drawings;
5. the installation and activation of any Sky, cable or other externally-provided audio-visual and/or internet/data services;
6. the installation and commissioning of any security, access and/or CCTV systems (including contact closure outputs from any security system and video feed outputs from any CCTV system);
7. the installation and commissioning of any HVAC, environmental or other sensors or controllers that are to integrate with the System; and
8. cable testing of any cables supplied and/or installed by Others.

5. Warranty

1. Cornflake warrants that upon the practical completion of any Works, provided that the System has been designed and installed by Cornflake, has been fully paid for (without offset), and provided further that the Client does not owe Cornflake or any of its Group companies any overdue sums, the System will have no defects in materials, manufacturing or workmanship.
2. Save as set out in clause 5.3, following practical completion of the Works, Cornflake offers no warranty that:

1. any Equipment shall continue to function in any particular way;
2. any Configuration Code shall continue to function in any particular way; or
3. any Consumables shall function for any particular period of time,

and the Client shall have the sole responsibility for making any claims under any Equipment warranties with the original equipment manufacturers who offer such warranties.

3. Where the Contract specifies a post-practical-completion defects liability period, Cornflake’s liability during that period shall be limited to defects in Installation only.  For the avoidance of any doubt, the following shall not constitute defects:

1. any failure of any Equipment to function in any particular way;
2. any failure of any Consumables to function in any particular way;
3. any amendments to Configuration Code required following changes or updates to any Software or any components of the System; or
4. any failure or changes in performance or functionality of any Software.

6. Approval of Drawings

1. Cornflake may, from time to time, request that the Client approves one or more Drawings.
2. The Client shall communicate its approval of the Drawings to Cornflake in writing (such approval not unreasonably to be withheld or delayed and to be delivered in any event within 5 Business Days) and, subject to clause 6.3, the Client’s approval of the Drawings constitutes irrevocable confirmation that:

1. Equipment supplied in conformity with the Drawings will comply with the Brief; and
2. Cornflake may commence manufacture and/or procurement of the Equipment in line with the approved Drawings.

3. Where the Client’s approval is given subject to comments of a minor nature, the Drawings shall be deemed, for the purposes of clause 6.2, to have been modified in line with those comments.
4. Where the Client does not approve Drawings, or such approval is delayed beyond 5 Business Days:

1. on the Client’s request, Cornflake will re-issue the Drawings incorporating the Client’s feedback; and
2. Cornflake shall not be required to commence the manufacture and/or procurement of any Equipment under the Contract until all such Drawings have been approved by the Client.

7. Approval of Samples

1. Cornflake may, from time to time in respect of Equipment, request that the Client approves one or more samples of Equipment to be provided under the Contract.
2. The Client acknowledges that any sample supplied is indicative only of the type of material to be provided and will not necessarily show any variation in colour, finish or performance that may be apparent over a larger surface area or in the final Equipment.
3. The Client shall communicate its approval of the samples to Cornflake in writing (such approval not unreasonably to be withheld or delayed and to be given in any event within 5 Business Days) and the Client’s approval of the samples constitutes irrevocable confirmation that:

1. Equipment manufactured and/or supplied in conformity with the samples (or differing only within normal industrial limits) will comply with the relevant Specification;
2. Cornflake may proceed to select goods and/or materials that conform materially with the samples, exercising reasonable skill and care, but without any liability for any variations in colour, finish or performance; and
3. Materials supplied that conform with any approved sample shall be deemed of satisfactory quality and fit for the purpose for which the Client requires them in the environment in which they are to be used.

8. Specification of Equipment

1. Cornflake reserves the right to amend the Equipment Specification if required by any applicable statutory or regulatory requirement, or where a previously-approved material or component is no longer available or is not available on lead times that permit the prompt execution of the Services and/or adherence to the Programme.
2. Subject to clause 8.3, provided always that:

1. the Client gives notice in writing to Cornflake within 3 Business Days of delivery (or, if not reasonably apparent upon inspection at the point of delivery, before the sooner of 15 Business Days from the point of Installation (where applicable) and 3 Business Days from when the Client discovered, or ought reasonably to have discovered the same) that some or all of the Equipment does not comply with the Specification;
2. Cornflake is given a reasonable opportunity of examining such Equipment;
3. the defect or non-compliance does not arise out of any design or specification provided by the Client or any installation, fixing, adjustment, programming, commissioning, alteration or other work by Others; and
4. the Client can provide documentary evidence to Cornflake’s reasonable satisfaction of storage of the Equipment at consistent temperatures and humidity in line with Cornflake’s recommendations from the time of delivery to the time of such inspection;

Cornflake shall, at its sole option, correct or replace the defective Equipment, or refund the price of such defective Equipment in full or in part, adjusting the price of such defective Equipment by a value that (in its sole opinion) reasonably and proportionately reflects any diminution in amenity arising out of such defects.

3. Cornflake shall not be liable for any Equipment’s failure to comply with the Specification if:

1. the Client makes any further use of such Equipment after giving a notice in accordance with clause 8.1;
2. the defect arises because the Client failed to follow Cornflake’s oral or written instructions as to the storage, packaging, transport, use or maintenance of the Equipment, or (absent specific instructions) generally-accepted practice regarding the same;
3. the Client alters, opens, interferes with, corrects or repairs such Equipment without the written consent of Cornflake;
4. the defect arises as a result of actions by Others, fair wear and tear, wilful damage, negligence, or abnormal working or storage conditions; or
5. the Equipment differs from the Equipment’s Specification as a result of changes reasonably made to ensure that they comply with any applicable statutory or regulatory standards or such changes are reasonably made to prevent the reoccurrence of any defect.

4. These Conditions shall apply to any corrected or replacement Equipment supplied by Cornflake.

9. Supply of Equipment

1. Where Cornflake is appointed to procure Equipment, it is appointed as the Client’s agent to do so (and not as Principal).  In procuring the supply, delivery and/or installation of Equipment, Cornflake shall take all commercially reasonable steps to ascertain and ensure that such Equipment is:

1. obtained from manufacturers or other suppliers under conditions of sale which contain no unreasonable exclusions or limitations of liability;
2. of reasonable quality and fit for its purpose, (such purpose been non-commercial in nature unless otherwise set out in the Quotation),
3. delivered to the Property in good order by an agreed delivery date;
4. procured in accordance with this clause 9; and
5. if faulty, remedied or, if necessary, replaced in accordance with the conditions of sale, provided that the Client notifies Cornflake within a reasonable period depending on the durability of the Equipment in question.

2. The Client acknowledges that all Equipment is procured subject to pre-payment in full of the cost of the Equipment and Cornflake’s management charge for the procurement of the same at the date of ordering and that, subject to the provisions of clause 13 below, all Equipment is strictly non-refundable.
3. The Client acknowledges any delays in the pre-funding of Equipment purchases under clause 9.2 may lead to delays in delivery and affect the Programme for which it agrees Cornflake shall have no liability.
4. Where it is able to do so, Cornflake shall procure that the Client is the first holder of all available guarantees relating to the Equipment or, without prejudice generally to its status as agent in the supply of any Equipment or Consumables, shall assign such guarantees to the Client wherever possible.
5. The Client agrees that all items of Equipment on the Quotation (other than any Free-Issue Equipment) shall be procured exclusively by Cornflake.  Unless otherwise agreed in writing, should the Client obtain or procure any item on the Quotation (other than Free-Issue Equipment) independently of the Contractor, the Client agrees to pay the Contractor a sourcing, selection and specification fee equal to 20% of the net (exc. VAT) price paid by the Client for each item so obtained or procured.

10. Delivery of Equipment

1. The Quotation is based on Cornflake being able to make deliveries in full loads (or in such consignments, part-loads or otherwise as it shall in its ultimate discretion decide) to the Delivery Location.  Cornflake shall not be responsible for any unloading vehicles or distribution of the Equipment around the Property, each of which shall be the Client’s responsibility.
2. Any dates quoted for the delivery of the Equipment is approximate only, and the time of delivery is not of the essence.  
3. Cornflake shall deliver the Equipment at any time after it notifies the Client that the Equipment is ready.
4. Cornflake shall ensure that each delivery of the Equipment:

1. is accompanied by a delivery note which shows the date of the Order, all relevant Client and Cornflake reference numbers, the type and quantity of Equipment (including the code numbers of the Equipment, where applicable), special storage instructions (if any); and
2. states clearly on the delivery note any requirement for the Client to return any packaging material to Cornflake.  

The Client shall make any such packaging materials available for collection at such times as Cornflake shall reasonably request.  Returns of packaging materials shall be at Cornflake’s expense.

5. Unless Cornflake notifies the Client on the delivery note in accordance with clause 10.4.b) that the packaging must be returned to Cornflake, the packaging remains the Client’s responsibility and Cornflake shall not be liable for any waste or disposal costs relating to the same.
6. If Cornflake fails to deliver the Equipment at all, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and equivalent quality in the cheapest market available, less the price of the Equipment.  
7. Cornflake shall not be liable for any delay in delivery of, or failure to deliver, the Equipment or any of it, including but not limited to any delays or failures that are caused by the Client’s failure to provide Cornflake with adequate delivery instructions, adequate notice, attendances as previously agreed between Cornflake and the Client, or any other instructions that are relevant to the supply of the Equipment.
8. If the Client fails to accept delivery of the Equipment within 3 Business Days of Cornflake notifying the Client that the Equipment is ready, then except where such failure or delay is caused by Cornflake’s failure to comply with its own obligations under the Contract in respect of the Equipment:

1. delivery of the Equipment shall be deemed of have been completed at 09:00am on the third Business Day following the day on which Cornflake notified the Client that the Equipment was ready;
2. Cornflake shall store the goods until delivery takes place, and charge the Client for all related costs and expenses (including insurance) at a rate of not less than £200 per m2 per month plus VAT; and
3. Cornflake may, having given reasonable notice to the Client, sell the Equipment at the best price readily obtainable and (after deducting all accrued storage costs and the reasonable costs of sale), account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.

9. The Client agrees to indemnify Cornflake for any additional delivery-related costs, including but not limited to waiting time, specialist delivery requirements and any aborted delivery attempts.

11. Installation of Equipment

1. Where the Client instructs Cornflake to install, program, commission and/or finish Equipment (‘Works’), the Client shall, without additional charge and in accordance with all relevant statutory provisions (where applicable):

1. allow Cornflake and any of its suppliers and/or sub-contractors to take possession of those parts of the Property where Works are to be carried out;
2. afford free, unhindered and uninterrupted access to any areas required;
3. afford reasonable secure and weatherproof space to store materials and tools as necessary;
4. provide Cornflake with exclusive access to any working platforms reasonably required for the carrying out of the Works;
5. provide unloading, hoisting and distribution of goods and materials as required for the Works;
6. provide access to toilet, washing and welfare facilities;
7. provide heating, water and electricity at each working level adjacent to the Works;
8. provide accurate datum points and gridlines suitable for the setting out of the Works at each level adjacent to the Works; and 
9. shall permit Cornflake to carry out Works on Business Days, between 08:00 – 18:00.

2. Cornflake shall ensure that any Works are executed using skilled tradespeople appropriate to each task, but shall do so in a sequence and with a method and using such number of operatives and resources as it (in its ultimate discretion) considers most suitable for the profitable carrying out of the Works.
3. Where the Client is in occupation of the Property, Cornflake shall ensure that the Property is left in a reasonably clean and tidy condition each day, clearing away all rubbish arising, and Cornflake shall warn the Client of any dangers arising from the Works.

12. Free Issue Materials/Equipment

1. Where any materials and/or Equipment are being provided to Cornflake by the Client (‘Free-Issue Materials’), the Client shall be responsible for ensuring that:

1. the Free-Issue Materials are in good, safe and serviceable condition and meet any specification or description set out in the Drawings;
2. the Free-Issue Materials have been validated by suitably-qualified third parties (or reconditioned by their original equipment manufacturers), or validated at the Client’s cost by Cornflake;
3. the Free-Issue Materials are made available to Cornflake at the Property in good time to allow it to carry out its obligations under the Contract; and
4. there are sufficient Free-Issue Materials to carry out the Works.

2. Cornflake accepts no liability for any loss or damage:

1. occasioned by any failure of the Client to carry out its obligations under clause 12.1; or 
2. arising out of or in connection with the delay, condition, failure or performance of any Free-Issue Materials.

13. Configuration Code, Software & Third-Party Data & Content Services

1. Cornflake shall have no liability for, and makes no warranty about, the availability or performance of any Software or Third-Party Data & Content Services.
2. The Client accepts responsibility for the selection of, registration with, ongoing subscription to, and compliance with the terms and conditions of any Third-Party Data & Content Services and shall indemnify and hold Cornflake harmless against any loss or damage arising out of the Client or the Ultimate End-Client’s breach of such terms and conditions.
3. Cornflake accepts no liability for any interruptions in or changes to any Third-Party Data & Content Services or any Software, and the Client shall be liable for the cost of any changes required to any Configuration Code arising out of changes in any Equipment, Third-Party Data & Content Services or Software during the life of the System.

14. CLIENT REPRESENTATIVE

1. The Client or Ultimate End-Client will appoint a representative (a ‘Client Representative’) in connection with the Project to provide information, approve Drawings and Samples, and request Changes.  
2. Unless Cornflake has been notified in writing by the Client that the Client Representative’s appointment has been terminated, Cornflake may accept and rely without enquiry upon any instruction or acceptance of a Change which appears on its face to be signed by or on behalf of the Client or the Client Representative. Cornflake shall not be responsible for ascertaining whether an instruction of the Client Representative has been properly executed or validly authorised by the Client or, where applicable, the Ultimate End-Client.
3. Where Cornflake is required to provide any information to, or to communicate with, the Client in accordance with the terms of this Contract, provision of such information to, or communication with, the Client Representative shall satisfy such obligations.
4. No termination of the Client Representative’s appointment shall invalidate any instruction given by the Client Representative prior to Cornflake receiving written confirmation of such termination.
5. If the Client replaces the Client Representative, neither the Client or any replacement Client Representative may disregard or overrule any certificate, opinion, decision, consent, approval or instruction given or expressed by any prior Client Representative (or the Client themselves), save to the extent that the prior Client Representative or Client would then have had the power to do so.

15. Cancellation

1. In the event that the Client instructs cancellation of any orders for off-the-shelf Equipment before it is delivered, the Client shall reimburse Cornflake for all costs arising out of or in connection with the cancellation and the Client acknowledges that it may not be possible to cancel orders with Cornflake’s suppliers.  
2. The Client acknowledges that for any items of Equipment that are tailored, bespoke or otherwise made to order, in the event of cancellation of the order after the commencement of manufacture, the Client shall be required to pay 100% of the cost of such Equipment.
3. Subject to clause 18.11, Cornflake agrees to undertake commercially reasonable efforts to secure cancellation of its upstream orders and, subject to any costs, expenses and cancellation charges, to reimburse the Client within a reasonable period for any refunds it receives from its suppliers, less a 20% administration fee.

16. Change Control

1. If either party wishes to make a change to the scope of the Services, the Contract or any Specifications (a ‘Change’), Cornflake shall provide a written estimate to the Client of:

1. the likely impact upon the Programme;
2. the likely impact upon the Budget;
3. any variations to the Quotation Fees; and
4. any other reasonably apparent and relevant impact that the change may cause (a ‘Change Estimate’).

2. A Change Estimate remains open for acceptance by the Client for a period of 10 Business Days, at which time it shall expire automatically.  
3. Should the Client wish to proceed with the change as set out in the Change Estimate before its expiry, it shall notify Cornflake in writing and, only once the Change has been paid for in full upfront, the Contract shall be deemed amended accordingly.  Cornflake shall not be required to apply for payment under any interim payment process in respect of any Change.

17. Concierge Services

1. To the extent that the Order constitutes an offer by the Client or the Ultimate End-Client to purchase Concierge Services, the provision of those Concierge Services shall be deemed to be carried out under a stand-alone Contract for each Property in accordance with these Conditions, as modified (if applicable) by the terms of this clause 16, which shall take precedence over any contradictory term set out elsewhere in these Conditions.
2. Cornflake shall carry out the Concierge Services in accordance with the Quotation in all material respects.  Cornflake warrants that it will exercise reasonable care and skill in:

1. carrying out the Concierge Services; and
2. selecting the Equipment, Consumables, goods and materials for use in the Concierge Services.

3. Cornflake shall use all reasonable endeavours to meet any performance dates and/or SLA response times specified in the Quotation, but any such dates and/or response times shall be estimates only and time shall not be of the essence for the carrying out of any Concierge Services.
4. Cornflake reserves the right to amend the Concierge Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature, quality or performance of the System.
5. The Client shall:

1. provide Cornflake, its employees, agents, consultants and sub-contractors with reasonable access to the Property and other relevant facilities (including power, lighting, lifts and/or hoisting facilities and welfare facilities) as required to carry out the Concierge Services;
2. advise Cornflake of any relevant restrictions, rules and/or regulations governing access to or conduct at the Property;
3. keep all materials, Equipment, Consumables, goods and other property of Cornflake’s (the ‘Cornflake Materials’) at the Client’s premises in safe custody at its own risk; maintain the Cornflake Materials in good condition until returned to Cornflake; and not dispose of or use the Cornflake Materials other than in accordance with Cornflake’s written instructions or authorisation; and
4. comply with any additional obligations as set out in the Quotation.

6. Cornflake shall be entitled to Additional Fees, without limitation, in the following circumstances:

1. Cornflake is required to carry out emergency repairs, or to take steps to shut off any water, electricity, gas or other system that is unsafe;
2. the nature of the Property requires that substantial parts of the Concierge Services cannot be carried out or completed, or must be carried out over more than one visit;
3. the carrying out of the Concierge Services is otherwise impeded, delayed, disrupted or prolonged.

7. Where the Client agrees to pay Fees by credit or debit card, the Client consents to Cornflake processing their card details in a PCI-compliant fashion; storing a tokenised version of those card details; blocking funds on the card to cover the reasonable anticipated cost of any Additional Fees; and charging the card for any Additional Fees without any further consent of the Client.
8. Subject to clause 22.11, the ‘cap’ set out in clause 22.5 shall, in respect of any liability arising out of or in connection with Concierge Services, be defined as the pro-rata Concierge Services levied in the 3 months prior to any event giving rise to a claim.
9. Unless the Client notifies the Client that it intends to make a claim in respect of an event within 28 days of the date on which they became, or ought reasonably to have become, aware of having grounds to make a claim in respect of the event, Cornflake shall have no liability arising out of or in connection with that event.
10. Unless otherwise terminated in accordance with clause 25, the Contract for Concierge Services shall automatically continue on a rolling monthly basis, and the Client agrees to pay from each anniversary of the Commencement Date the Quotation Fee increased by CPIH + 2% on the prior year’s (where applicable, so increased) Quotation Fees.
11. Where the Client has agreed to pay Fees by direct debit, or by credit or debit card, the Client agrees that the adjusted renewal Quotation Fees may be charged to the Client’s linked payment method without any further consent of the Client.

18. Title & RIsk

1. Equipment shall remain at Cornflake’s risk until the later of:

1. delivery (or deemed delivery) to the Client at the Property is complete (to the point of making the Equipment available for unloading); and
2. Installation (where included in the Contract) is practically complete,

after which point Cornflake shall have no further risk nor any further responsibility to protect any of the Equipment and/or the Works.

2. Title to the Equipment shall not pass to the Client until Cornflake receives payment in full (in cash or cleared funds) for all Equipment supplied to the Client in respect of which payment has become due, in which case title shall pass at the time of payment of all such sums.
3. Until title to the Equipment has passed to the Client, the Client shall:

1. ensure that they remain readily identifiable as Cornflake’s property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;
3. maintain the Equipment in satisfactory condition and keep them insured against all risks for their full price on Cornflake’s behalf from the date of delivery;
4. notify Cornflake immediately if it becomes subject to any of the events listed in clause 25.2.a) to 25.2.d); and
5. give Cornflake such information as Cornflake may reasonably require from time to time relating to:

1. the Equipment; and
2. the ongoing financial position of the Client, and

6. permit Cornflake, or its authorised representatives, to enter upon the Property to remove the same.

4. In the event that the Property or the Works or any part of them is disposed of in such a manner as to give a third party title over any Equipment or the Works (as applicable), Cornflake’s rights under these Conditions shall attach to the proceeds of such disposal and the Client shall hold the same on trust for Cornflake until paid in full.

19. Payment

1. The Client shall pay Cornflake:

1. the Quotation Fees as full remuneration for the Equipment and Services described therein (as modified by any Change); and
2. the Additional Fees as full remuneration for any Additional Services.

2. Cornflake shall be entitled to Additional Fees, without limitation, in the following circumstances:

1. if Cornflake is required to vary any item of design work commenced or completed pursuant to the Contract or to provide a new design after the Client has approved any relevant Drawings and/or Samples or otherwise authorised Cornflake to develop an existing design;
2. Cornflake is delayed in the carrying out of the Works by factors outside of its control, including any impediment caused by the Client, by Others, by the site conditions at the Property or by any adverse weather and/or any force majeure;
3. Cornflake is required to provide any part of the Services outside of Working Hours, in which case Cornflake shall be entitled to charge an overtime rate of 50% of the daily fee rate on a pro-rata basis for each part day or for any such time worked;
4. information provided by the Client or Others contains material flaws, defects, inconsistencies or inaccuracies;
5. Cornflake is required by the Client to carry out the Works in any particular manner, sequence, or conditions not specifically or clearly identified in any Quotation;
6. the nature of the Project or the Property requires that substantial parts of the Works cannot be completed or must be specified provisionally or approximately before construction commences;
7. Cornflake incurs additional cost as a result of any change in government or local authority policy that comes into effect after the Commencement Date; or
8. the carrying-out of the Works is otherwise delayed, disrupted or prolonged.

3. Time charges shall be calculated in accordance with Cornflake’s fees and rates as set out in the Quotation (or, if not set out in the Quotation, Cornflake’s prevailing fees and rates from time to time);
4. Cornflake shall be entitled to charge overheads and profit at the rate of 20% on all Equipment, Consumables, goods, materials and all services provided by third parties and reasonably required by Cornflake for the carrying out of any Additional Works.
5. Cornflake reserves the right to:

1. increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the CPIH and the first such increase shall take effect on the first anniversary of the Commencement Date;
2. increase the price of the Equipment by giving notice to the Client at any time before the later of their delivery and Installation, to reflect any increase in the cost to Cornflake that is due to:

1. any errors and/or omissions in a Quotation;
2. the Client accepting some, but not all, of any Quotation;
3. any Change;
4. any factor beyond the control of Cornflake (including supply chain shortages, component shortages, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, manufacturing and other supply or supplier costs);
5. any changes in the market price, foreign exchange rates, taxation, duties and/or levies applicable;
6. any request by the Client to change the delivery date(s), quantities or types of Equipment ordered, or the relevant Specification; and/or
7. any delay caused by instructions of the Client in respect of the Equipment, late payment, or failure of the Client to give Cornflake adequate or accurate information or instructions in respect of the same.

6. Cornflake shall be entitled to charge the Client for any expenses reasonably incurred by the individuals that Cornflake engages in connection with the Additional Services, including any additional delivery-related costs, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Cornflake for the performance of the Additional Services, and for the cost of any materials.
7. Where a Quotation contains a specific provision for expenses (including but not limited to delivery-related costs, travelling expenses, hotel costs, subsistence and any associated expenses), the Client shall be responsible for any such expenses actually and reasonably incurred in excess of that provision.
8. Save that no delay in issuing an invoice in accordance with this clause shall constitute a waiver of Cornflake’s entitlement for remuneration contained therein, Cornflake shall, in respect of Additional Services, unless otherwise agreed with the Client, invoice the Client monthly in arrears.
9. In the event that Cornflake are made aware that the price of any Equipment will increase by more than 3% from the price given in the Quotation, in order that the Client may have the option of Early Procurement of the Equipment, Cornflake will make reasonable efforts to inform the Client without reasonable delay, where known, of:

1. the price of the Equipment stated in the Quotation;
2. the revised price of the Equipment, and the date from which the revised price will apply;
3. estimated storage, insurance, freight, handling and/or tax costs that will be incurred by early procurement;
4. the deadline for any decision by the Client to request Early Procurement (such time being not less than 10 Business Days).

10. In the event that the Client, before the stated deadline, confirms their wish to proceed with Early Procurement, Cornflake shall promptly issue an invoice for the Equipment, plus associated storage, insurance, handling and/or tax costs, to be paid within 14 days.
11. In the event that Cornflake is not given sufficient notice by its own suppliers of any price increase in excess of 3%, Cornflake shall inform the Client of the available options, which may include alternative Equipment within the existing Quotation Fees or as set out in a Change Estimate.
12. Unless otherwise set out in the Quotation, the Client shall pay each invoice submitted by Cornflake:

1. within fourteen (14) days of the date of the earlier of an invoice or application for payment or, if different, in accordance with any credit terms or payment milestones set out in a Quotation or invoice or notified to the Client by Cornflake from time to time; and
2. in full and in cleared funds to a bank account nominated in writing by Cornflake, and

time for payment shall be of the essence of the Contract.

13. Unless otherwise set out in the Quotation, a deposit of 50% of the Quotation Fees is payable upon Cornflake’s acceptance of the Order (the ‘Deposit’), with the balance to be paid as set out in the Quotation.  Where a lead time for delivery has been agreed, such lead time shall commence upon receipt of the Deposit in full.
14. Without prejudice to the provisions of clause 15, in the event that the Client terminates the Contract, for whatever reason, before completion of the Works, Cornflake shall not be obliged to return any of the Deposit.
15. Unless specifically shown otherwise, all amounts payable by the Client 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 Cornflake to the Client, the Client shall, on receipt of a valid VAT invoice from Cornflake, pay to Cornflake such additional amounts in respect of VAT as are chargeable on the supply of the Equipment and/or Services at the same time as payment is due for the supply of that Equipment and/or those Services.
16. If the Client fails to make a payment due to Cornflake under the Contract by the due date, then, without limiting Cornflake’s remedies under clause 23, the Client shall:

1. forfeit any discount which may have been applied to the invoice;
2. forfeit any discount which may have been applied to the Quotation Fees and Additional Fees;
3. have its credit facility cancelled, whereupon the balance of the Contract shall be payable on a cash account basis against pro-forma invoices prior to the supply of any Services and the manufacture and/or delivery of any Equipment;
4. reimburse Cornflake for all costs and expenses (including legal expenses on the full indemnity basis) incurred in chasing and/or securing payment of any overdue amount; and
5. 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 18.13 will accrue each day at 6% per month above the Bank of England’s base rate prevailing on the due date, but at 6% per month for any period when that base rate is below 0%.

17. All amounts due from the Client to Cornflake 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).
18. Where under the Contract the Client is entitled to withhold any amounts as retentions, the Client agrees, at Cornflake’s sole option and cost, to pay such retentions as and when they accrue into a third-party managed Retentions Trust Account for release to Cornflake in accordance with the terms of the Contract (or, if none are specified, 50% upon practical completion of the Works and 50% 12 calendar months later).

20. Intellectual Property Rights

1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Client Materials), including in any Improvements, shall be owned by Cornflake.
2. The Client grants Cornflake a fully paid-up, worldwide, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Client to Cornflake (including but not limited to Client Materials), and/or any other relevant Intellectual Property Rights, for the term of the Contract for the purpose of providing the Services to the Client.  

21. Confidentiality

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 or of any member of the group of companies to which the other party belongs, except as permitted by clause 20.3.
2. The Client further specifically undertakes that it shall not at any time disclose to any person any technical or commercial know-how, specifications, inventions, processes or initiatives which belong to Cornflake, are of a confidential nature, and have been disclosed to the Client during the course of the Project.
3. Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives, contractors or sub-contractors or advisors 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 advisors to whom it discloses the other party’s confidential information comply with this clause 20;
2. in order to seek and receive credit referencing reports on the other; and
3. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

4. 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.

22. Photography & Publicity

1. Subject to the provisions of clause 20 above (Confidentiality), Cornflake shall have the right, unless otherwise set out within the Quotation, to take and publish photographs of the Project, and the Client shall give (and shall procure that the Ultimate End-Client shall permit) Cornflake reasonable access to the Project for this purpose for up to 3 months after practical completion of the Project.
2. Subject also to the provisions of clause 20 above (Confidentiality), Cornflake shall have the right (and the Client shall procure that the Ultimate End-Client shall allow it), unless otherwise set out within the Order, to discuss and promote the design philosophy, provide a generic outline of the challenges and opportunities contained within the Project (as relating to the Services), and explain and showcase specific details of the Services.
3. Cornflake shall obtain the Client’s consent, which consent shall not unreasonably be withheld, before publication of any other information about the Project, unless reasonably necessary for the performance of the Services.

23. Limitation of Liability

1. Cornflake has obtained professional indemnity insurance cover in respect of its own legal liability not exceeding £1 million in the aggregate during any year.  The limits and exclusions in this clause reflect the insurance cover that Cornflake has been able to arrange, and the Client is responsible for making its own arrangements for the insurance of any excess loss.
2. Cornflake does not warrant:

1. that planning permission, heritage approval or any other approvals from third parties will be granted at all or, if granted, will be granted in accordance with any anticipated timescale;
2. compliance with the Budget or the Programme, which may need to be reviewed, without limitation, for:

1. approved Changes arising from design development or requested by the Client;
2. delays caused by Others; and/or
3. any other factors beyond Cornflake’s control, and/or

3. the competence, performance, work, services, products or solvency of Others.

3. The Client acknowledges (and shall procure that the Ultimate End-Client, in turn, acknowledges) that:

1. where the Client or Ultimate End-Client provides the designs and/or Specifications to which Cornflake must work, such designs and/or Specifications may not be suitable for the purpose(s) intended;
2. the Programme is provided for general indicative information only, based on delivery during Working Hours, on Business Days, and no failure to deliver any Equipment and/or Services in accordance with the Programme shall constitute a breach of the Contract or entitle the Client to any loss or damage;
3. the Client shall not be entitled to reject any Equipment by reason of variations in dimension, colour, finish or any other factor not material to the performance of the Equipment;
4. audio-visual equipment must always be mounted professionally in a rack suitable for the purpose, protected by a linear power filter and an uninterruptable power supply, situated in a mechanically well-ventilated area to ensure longevity and reliability;
5. Cornflake does not accept any liability for the change in appearance or damage to any materials arising out of contact with water, oily, coloured, chlorinated, salty and/or acidic liquids;
6. shiny finishes (including but not limited to metallic ones) may dull and tarnish over time.  Similarly, matte finishes may become shiny through wear, grease or usage.  This does not affect their performance and shall not be considered a defect;
7. it is not possible to guarantee matching of the finish of any Equipment with the approved samples (including but not limited to differences in the colour or grain or the existence of knots, fossils or occlusions in any natural materials);
8. protective coverings may result in changes in the colour, finish or appearance of fabrics, materials, plaster and natural products;

and that Cornflake accepts no liability and offers no such guarantees in relation to the foregoing.

4. Subject to clause 22.11 and without prejudice to the provisions of clause 22.6, Cornflake’s total liability to the Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
5. In clause 22.4:

1. ‘cap’ means, subject always to the provisions of clause 22.6, the lesser of the amount of Cornflake’s professional indemnity insurance and 20% of the total charges in the contract year in which the breach(es) occurred;
2. ‘contract year’ means a 12-month period commencing with the Commencement Date or any anniversary of it; and
3. ‘total charges’ means all sums paid by the Client and all sums payable under Contracts in respect of Equipment and/or Services provided to the Client in respect of the Project, to the extent that the same have been invoiced to, and paid by, the Client.

6. In any event, Cornflake’s liability shall not exceed such sum as it is just and equitable to pay having regard to the extent of its responsibility for the loss and/or damage in question, on the assumptions that all relevant Others have provided undertakings on terms no less onerous to Cornflake’s in the Contract; there are no exclusions or limitations of liability nor joint insurance or co-insurance provisions between the Client and the Others; and that all the Others have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss and/or damage, and the cap shall be deemed reduced accordingly.
7. The following types of loss are wholly excluded: (a) indirect or consequential loss; (b) loss of profits; (c) loss of sales or business; (d) loss of agreements or contracts; (e) loss of anticipated savings; (f) shipping and/or carriage costs; (g) loss of or damage to goodwill; (h) loss of use; (i) loss or corruption of data or information; and/or (j) any special, indirect, punitive and/or purely economic loss, costs, damages, charges and/or expenses.
8. Cornflake has given commitments as to the compliance of the Equipment and Services with relevant Specifications in clause 2 and clause 5.  In view of these commitments, any terms relating to quality and/or fitness for purpose implied by law are, to the fullest extent permitted by law, excluded from the Contract.
9. The restrictions on liability in this clause 22 apply to every liability arising under or in connection with the Contract or the use of the System, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
11. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
4. defective products under the Consumer Protection Act 1987.

12. This clause 22 shall survive termination of the Contract.

24. Suspension

1. Cornflake may suspend the supply of Services or all further deliveries of Equipment under the Contract or any other contract between the Client and Cornflake, without notice, if:

1. the Client fails to pay any amount due under the Contract or any other contract between the Client and Cornflake on its due date for payment;
2. the Client exceeds its credit limit or notifies Cornflake that it intends to withhold payment, or has withheld payment of any part of Cornflake’s account;
3. the Client breaches any of the terms of the Contract or any other contract with Cornflake in such a manner so as reasonably to justify the opinion that it no longer has the intention or ability to give effect to the terms of such contract;
4. Cornflake’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Client, or failure by the Client to perform any relevant obligation under clause 4;
5. Cornflake is otherwise prevented from or impeded in performing any of its obligations under the Contract for reasons beyond its reasonable control;
6. the Client or the Ultimate End-Client becomes subject to any of the events listed in clause 25.2.a) to 25.2.d), or Cornflake reasonably believes that the Client or the Ultimate End-Client is about to become subject to any of them;
7. the value of Equipment delivered, or Services provided, but not paid for, would exceed the Client’s credit limit with Cornflake; and/or
8. Force Majeure.

2. In the event of suspension under this clause 23, Cornflake shall upon written notice cease performance of the suspended Services and/or other obligations in an orderly and economical manner on the expiry of the notice period after receipt or giving of a notice of suspension.
3. Subject to the provisions of clause 23.4, if the reason for a notice of suspension arises from a default which is remedied, Cornflake shall resume performance of the Services and/or other obligations within a commercially reasonable period from payment in full by the Client all of the costs set out at clause 23.5.
4. Any period of suspension arising under clause 23.1 shall be added to the latest Programme for the completion of the relevant Services and/or other obligations.
5. The Client agrees to pay any and all expenses, costs and disbursements incurred by Cornflake as a result of a suspension and any associated demobilisation and/or remobilisation under this clause 23.  Cornflake shall not be liable to the Client for any loss or damage arising out of a suspension under this clause 23.

25. Acceleration

1. In the event that any of the conditions set out at clauses 23.1.a) to 23.1.g) is satisfied, the balance of all amounts to be paid by the Client under the Contract shall become immediately due and payable, whether or not any Services have been delivered and/or any Equipment remains to be delivered, notwithstanding any agreement to the contrary.

26. Termination

1. Without affecting any other right or remedy available to it, either party may terminate the Contract for any reason prior to delivery of the relevant Equipment and/or Services by giving the other party not less than 20 Business Days’ written notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving notice to the other party if:

1. the Client, being an individual, is the subject of a bankruptcy petition, application or order;
2. 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), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purposes 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 any relevant jurisdiction;
3. 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
4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

3. Without affecting any right or remedy available to it, Cornflake may terminate the Contract with immediate effect by giving written notice to the Client if:

1. the Client fails to pay any amount due under the Contract or any other contract between the Client and Cornflake on the due date for payment;
2. there is a change of Control of the Client; or
3. the Contract is a contract for Concierge Services and the initial period of cover has come to an end.

27. Consequences of Termination

1. On termination of the Contract:

1. the Client shall immediately pay to Cornflake all of Cornflake’s outstanding unpaid invoices and interest and, in respect of Services commenced, Equipment and/or materials ordered or in the process of manufacture but for which no invoice has been submitted (for which Cornflake shall submit an invoice which shall be payable by the Client immediately on receipt); and
2. the Client shall return any Equipment which has not been fully paid for.  If the Client fails to do so, then Cornflake may enter the Client’s premises to take possession of them.  Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

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, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
3. The Client agrees to pay any and all expenses, costs and disbursements incurred by Cornflake as a result of the termination and any associated demobilisation costs, legal and other professional fees.  Cornflake shall not be liable to the Client for any loss or damage arising out of termination of the Contract.
4. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

28. Force Majeure

1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (a ‘Force Majeure Event’).  In such circumstances, the party affected shall be entitled to a reasonable extension of the time for performing such obligations.
2. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 2 weeks’ written notice to the affected party.

29. Assignment

1. Cornflake may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal with in any other manner any or all of its rights and obligations under the Contract.
2. Cornflake may sub-contract services under this appointment as it sees fit, including but not limited to any member of the Cornflake Group, provided always that it shall be responsible for any services it sub-contracts to a third party as if it had performed such services itself.
3. Subject to clause 28.4, the Client shall not assign, transfer, mortgage, charge, sub-contract, 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 Cornflake.
4. The Client may assign the benefit of this appointment:

1. On two occasions to any person with an interest in the Project; and
2. Without counting as an assignment under clause 29a), by way of security to any Funder, including any reassignment on redemption of security.

30. Notices

1. Any notice or communication given to a party under or in connection with the Contract shall be in writing and shall be:

1. delivered by recorded delivery to the other party’s registered office or principal place of business; or 
2. sent by email to an address specified by that party from time to time for such purpose.

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

1. if sent by recorded delivery, at the time shown on the proof of delivery; and
2. if sent by email, at 09:00 on the next Business Day after the time of successful transmission.

31. Severance

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

32. Waiver

1. 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.

33. No Partnership or Agency

1. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

34. Entire Agreement

1. 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.
2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
3. Nothing in this clause shall limit or exclude any liability for fraud.

35. Third Party Rights

1. Unless it explicitly states otherwise, the Contract does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 of any third parties to enforce any term of the Contract.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

36. Variation

1. 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.

37. Disputes

1. Notwithstanding any other provision of these Conditions, and whether or not the Client or Ultimate End-Client is a residential occupier, either party may at any time refer a dispute arising under the Contract to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations 1998, which Part shall take effect as if it was incorporated into this clause.
2. If any dispute arises in connection with these Conditions, or their performance, validity or enforcement (a ‘Dispute’), the parties will attempt to settle it in accordance with the following protocol:

1. Either party shall give the other a written notice of the Dispute, setting out its nature and full particulars (a ‘Dispute Notice’), together with relevant supporting documents; and
2. The parties will attempt, in good faith, to resolve the Dispute promptly through negotiation between representatives of the respective parties who have authority to settle.

3. If those representatives are, for any reason, unable to resolve the Dispute as a result of negotiation within 30 days, the dispute shall be referred to mediation in accordance with the London Chamber of Arbitration and Mediation (‘LCAM’) Model Mediation Procedures.  
4. Unless otherwise agreed between the parties, the mediation will start not later than 30 days after the Dispute Notice.  The language of the mediation shall be English and the mediation shall take place by video link.
5. If the Dispute is not resolved within 30 days of the Dispute Notice, it shall be finally resolved by arbitration in accordance with the Expedited Arbitration Rules of LCAM for the time being in force, which rules are deemed incorporated by reference into this clause.  The seat of the arbitration shall be London and either party may appear by video conference.  The tribunal shall consist of one arbitrator and the language of the arbitration shall be English.

38. DIGITAL EXECUTION

1. The Client and Cornflake agree that these Conditions, any notices and all other relevant documents between them may be executed by electronic signature and this method of signature shall be conclusive of each party’s intention to be bound by and/or authenticate any documents relating to these Conditions as if signed by manuscript signature.

39. Governing Law

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

40. Jurisdiction

1. Subject to the provision of clause 36, the Client consents to the exclusive jurisdiction of the courts of England and Wales in all matters arising out of or in connection with the Contract, except to the extent Cornflake invokes the jurisdiction of any other country.