1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions. 1.1 Definitions:

Agreement: refers to this agreement

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in open for business.

London are

Charges: the charges payable by the Customer for the supply of the Services in accordance with Clause 5.

Commencement Date: has the meaning given in Clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with Clause 11.5.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in Clause 4.2.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Destination: refers to the State and/or city of your medical treatment.

Intellectual Property Rights: trademarks and service marks, business names and domain names, rights in get- up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for Services as set out in the Customer’s purchase order form. Procedure: refers to the medical treatment or surgery.

Program: refers to the details of the treatment packages

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out Specification.

Service provider: refers to the hospital, private clinic, surgeon or any other medical professional providing consultation, examination, medical procedure and care and after care

Specification: the description or specification of the Services provided [in writing] by the Supplier to Customer.

Supplier: Luviacure Limited registered in England and Wales with company number 12557749.

Supplier Materials: has the meaning set out in Clause 4.1(h).

Trading name: refers to Luviacure

Treatment package: refers to the total of surgery, accommodation, private transfers, host and pre operative tests

in the

the

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) 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.

(c) A reference to writing or written includes fax and email.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of [20] Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. CUSTOMER’S OBLIGATIONS:

4.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s details as reasonably required by the Supplier;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) obtain and maintain all necessary consents which may be required for the Services before the date on which the Services are to start;

(f) to make sure they have a valid passport, a visa (if necessary) and other required documentation
(g) Where required to submit passenger information to the arranged airline in advance of their departure. (h) The customer will also be responsible to meet the requirements for entrance and stop-off at their final

(i) The Customer allows the Supplier to share the details of their medical history with the Service Provider before their travel to partly ensure the suitability for the planned treatments.

(j) The Customer also allows the Supplier to obtain the Customer’s patient file for the records of the Service Provider. The Supplier will not transfer or sell the customer’s personal data to any third party except with the aim of providing services.

(k) the patient will comply with all the rules that the doctor recommends to follow after treatment.

(l) Regarding the complications that occur after treatment
In order to prove that the problem is due to treatment, it will obtain the necessary reports from official hospitals. He will submit these reports to Luviacure.

(m) In order to purchase a Treatment Plan from us, you must obtain insurance from an approved insurer. This is necessary to compensate you for any damages you have incurred due to bankruptcy, travel problems, or medical issues. Your acceptance of these Terms and Conditions constitutes acceptance of this obligation.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act, misinformation, missing information or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default;

(b) the Supplier may be relieved from the performance of any of its obligations in case of the extent the Customer Default prevents or delays the Supplier’s performance of any or all of its obligations;

(c) the Supplier shall not be liable for any loss or expense, including inconvenience, shortages, additional costs, deposits, suspension or cancellation of treatment, accommodation or transportation, arising from Customer Default as regulated by Clause 4.2;

(d) without limiting or affecting any other right or remedy available to it, in case that Customer Default cannot be remedied, the Supplier shall have the right to cancel performance of the Services without breaching any of its legal and contractual rights and obligations;

(e) the Customer shall reimburse the Supplier on written demand for any costs or losses, including service and service provider fees, accommodation or transportation expenses, sustained or incurred by the Supplier directly or indirectly arising from the Customer Default even if the treatment is suspended or cancelled.

5. SUPPLIER’S OBLIGATIONS

5.1 The Supplier will provide the Customer programs in regards to information of the packages including the costs; information on visa requirements; information on official health related procedures.

5.2 The Supplier will provide the Customer information about their journey before their departure in regards to transportation; the names, address and telephone number of the chosen Service Provider or of agency

5.3 The Supplier does not operate or control the services offered by accommodation, travel or transfer agencies. The Supplier does not warrant any use of a third-party providers and will not be responsible or liable for any for any damages arising from the transactions between the Customer and any third-party providers. The Customer shall read the third-party provider’s terms and conditions before making a reservation.

5.4 The Supplier will contact the Customer if a cancellation or change in their booking is made by the Supplier. The Supplier will have the right to rearrange or cancel their procedure. If you decide to cancel your booking, you will get a refund calculated on a scale. The supplier will not be responsible for any failure or delay in fulfilling its obligations and duties beyond its reasonable control or circumstances of force majeure including but not limited to fire, floods, earthquakes, embargoes, war, civil unrest, strikes, terrorist activity, flight delays or cancellations.

6. CHARGES AND PAYMENT

6.1 The Charges shall be calculated in accordance with the Supplier’s quoted fee “Treatment Package”, as set out in the Order;

6.2 Treatment Package price will include the costs of the Customer’s choice of services from surgery; accommodation; private transfers; host; pre-surgery tests.

6.3 Additional charges can be issued for any tests considered necessary because of a pre-existing condition or your exposure or vulnerability to any condition before or after the surgery.

6.4 Treatment packages may include stay at the hospital. If the hospital stay takes longer than one night, prices for additional nights shall be charged by the current rates of the hospital.

6.4.1. Treatment plans offered by the Supplier may change after the Service Provider examines the Customer in person. In case of any treatment plans change additional cost for the new treatment plan may arise.

6.4.1.2 If the customer’s treatment plan changes, they have the right to not to pursue with the treatment. The customer will receive a refund after deducting costs for tests and consultations and other necessary expenses. Accommodation, travel and transfer costs provided by third parties are not eligible for refund.

6.4.1.3. Should the Customer’s treatment plan change and they decide to proceed with the new treatment plan, they will receive a revised price quotation, the balance to the Service Provider will be adjusted based on the previously made payment. The duration of the Customer’s stay in the host country may also change, and the number of days for the Customer’s stay in the host country will be considered. The supplier will not be responsible or liable for the non-arrangement, disorganisation or cost of the extra days.

6.4.1.4 In case the customer decides on a treatment plan requires more than one procedure and the Customer travels to its home country and back to the host country within this period; accommodation, private transfers and flight ticket expenses will be addition to the treatment package and the Customer needs to pay the difference.

6.4.1.5 The Customer may cancel your booking with a written notice at any time. Cancellation will enter into force in before at least a week. Cancellation fee relies on the actual expenses and disbursements,

6.4.1.6 The cost of any kind of procedures and/or treatments that need to be done after the Procedure will be calculated separately if it will be held in the UK. The cost for these procedures is not definite and may change through time, so the final cost will be known at the time of procedures.

6.4.1.7 In case booking for the accommodation cancelled by the third party providers, the Supplier will book a new accommodation as soon as possible. The new accommodation may be three or four star facility and the Customer is responsible for the additional costs.

6.4.2 The Supplier shall invoice the Customer in accordance to the payment terms on the order form.

6.4.2.1 The Customer shall pay each invoice submitted by the Supplier:

(a) The Customer will be charged with a non-refundable deposit payment when you accept the price quoted under these Terms and conditions. This deposit can be paid via credit card, debit card or bank transfer. Any service charges issued by banks shall be carried by the Customer.

(b) Package price residue after charging the deposit payment shall be paid prior to the Customer’s departure from their home country. The supplier will not be liable for the services provided by the Service Provider due to full payment for the package price.

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

6.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.5.1 Non-payment of the full package price before the date of departure from the Customer’s home country constitutes a breach to the supplier’s terms and conditions thus the Supplier will not be obliged to deliver any services to the customer where non-payment of the full package prices does not occur before departure.

6.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.8 If the medical procedure is cancelled due to negative test results indicating any potential contraindications, reimbursement will be made after deducting the actual costs incurred and expenses incurred.
Deposit and consulting fee are non-refundable.
In such a case, Luviacure will not be liable for any losses or expenses incurred by you (e.g. out-of-pocket expenses such as travel, accommodation, transfers, meals, etc.)

6.9 Your treatment plan may include a hospital stay. In cases where you stay for more than one night, you will be charged an additional night fee based on the hospital's current tariffs.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
7.2 The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause

8. DATA PROTECTION

8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 7, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.

8.3 Without prejudice to the generality of Clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.

8.4 Without prejudice to the generality of Clause 7.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) [process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an level of protection to any personal data that is transferred; and

consent of

adequate

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

9. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 The Supplier only assists the customer and the Service Provider to form a consultation and/or dialogue. The Supplier does not hold medical qualifications and does not provide any medical advice and does not operate or control any Service Provider facility or service offered by them.

9.1.1 By accepting the Supplier’s terms and conditions, the Customer consents not to hold the Supplier responsible for outcomes such as medical negligence, death or malpractice by the customer chosen Service Provider and the Customer accepts that the Service Provider will be solely responsible for these.

9.1.2 The Customer and the Service Provider providing the treatment shall be introduced into a contractual relationship by the Supplier. The supplier shall not be held responsible or liable for any medical procedures provided through your chosen Service Provider.

9.1.3 The Supplier will not be responsible for the services, medical treatments and procedures provided by the Service Provider

9.1.4 The supplier will not be responsible or liable for any care, treatment or other services the Customer is provided with by the same, or for any malpractice claims, complications and dissatisfactions that may arise directly or indirectly from the advices and treatments provided by the Service Provider. You shall read Service Provider’s terms and conditions and consent forms carefully prior to your treatments.

9.1.5 If the Customer fails to meet the aforementioned necessary requirements, or provide incorrect documentation, they may be refused from travelling or entrance to the State of destination. The Customers accepts that the Supplier will not be held liable and you will be responsible for any loss suffered.

9.1.6 The Supplier is not liable for any compensation, expenses, refund or other sum in regard to the Customer’s failure to travel with the required passport, visa or other documentation. The Customer is responsible for any fines or expenses resulting from said failure.

9.1.7 The Supplier does not accept responsibility for missing flights, including your connections. You shall provide all necessary documents, including passports and visas.

9.1.8 In advance of the Customer’s travels, the customer will acquire health advice relating to their specific needs, or any required or recommended vaccinations in anticipation of their travel to the target destination.

9.2 The restrictions on liability in this Clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence (expect for the medical negligence and/or malpractice of the third-party service provider’s staff).

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.5 The Customer cannot request a revision treatment unless there is the Service Provider’s medical negligence or malpractice. In this case the cost of the revision treatment belongs to the Service Provider and any other expenses such as accommodation, travel and transfer which are provided by third parties belong to the Customer.

9.6 Any revision treatments and procedures arising from complications or the failure to achieve the promised outcome following the provided service can only be performed in the destination country where the initial procedure took place. The Supplier is not financially or morally responsible for revision treatments and procedures requested to be performed in a country other than the destination country. The customer accepts this condition knowingly when receiving treatment services. This clause encompasses all general medical interventions, surgical procedures, and dental treatments.

9.7 The procedure for handling complaints related to the intermediary service provided solely by the Supplier (healthcare services and treatments are not included in this scope) from patients is as follows: I. After being sent to our the Supplier’s email account in a detailed manner, it will be evaluated within 5 business days.

II. Once the evaluation begins, the entire processed procedure on your side will be examined along with relevant documents. If necessary, you may be contacted for additional information. This process will be completed within 3 weeks.
III. Within 1 week of completing the review, potential solution proposals will be communicated to you in writing or verbally.

IV. If the proposed solution is accepted, the situation will be documented in writing, and the relevant process will be executed.

V. If the proposed solution is not accepted, your application will be finally reviewed by the company's internal evaluation board, and a conclusion will be reached within 10 business days. In accordance with the decision given, the relevant process will be initiated, and you will be informed accordingly.

9.8 This Clause 8 shall survive termination of the Contract.

10. TERMINATION
10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 7 days written notice.

10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) The other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment, (b) the Customer Default prevents the performance of the treatment,
(c) there is a change of control of the Customer.

10.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 9.2(b) to Clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

11. CONSEQUENCES OF TERMINATION

11.1 On termination of the Contract:

(a) Cancellation will enter into force in before at least a week of the notice. Cancellation fee relies on the actual expenses and disbursements, except the circumstances mentioned in article clause 5 Your deposit

will be kept as a reservation fee in case of a cancellation.

(b) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(c) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid

for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination [or expiry].

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of the Contract shall remain in full force and effect.

12. GENERAL
12.1 Force majeure. 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 result from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) The Supplier may at any time assign, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or

deal in any other manner with any of its rights and obligations under the Contract [without the consent of the Supplier.

12.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential concerning the business, affairs, services, customers, clients or suppliers of the other party, permitted by Clause 11.3(b).

prior written

information except as

(b) The Customer warrants that they shall not make publicly negative statements, criticise or discredit the Supplier or any of its employee, associate or partner on review websites, social media networks etc. including the Service Provider’s treatments and actions during or subsequent to contract period.

(c) Where breach of this warrant occurs the Supplier reserves right to notify the Customer by way of a takedown notice, and the Customer agrees to immediately take down the content.. In any case of breach, the Supplier reserves to right to take legal action against the Customer to pay damages to the Supplier in the amount up to £10.000.

(d) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s

confidential information comply with this Clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(e) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party 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 misstatement] based on any statement in the Contract.

(c) [Nothing in this clause shall limit or exclude any liability for fraud.]

12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.

12.8 Notices.

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

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address; [and]

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the [second] Business Day after posting or at the time recorded by the delivery service; and

(iii) if sent by or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This Clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.9 Third party rights.

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

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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

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