1.1. Defined terms. The definitions below apply to these Conditions:

Business Day:a day when banks in New York are open for business that is not a Saturday, Sunday, or US public holiday.

Commencement Date:has the definition provided in clause 2.2.

Conditions:these terms and conditions are updated per clause 2.7 from time to time.

Contract:the Agreement establishing terms and conditions for the Supplier's supply of goods and/or services to the Customer.

Customer:the individual or business that pays the Supplier for the Products and/or Services.

Deliverables:the products included in the Order.

Delivery Location:has the definition provided in clause 4.2.

E-Delivery:Either software or a license key, which has no physical body, is delivered by email.

Force Majeure Event:carries the connotation stated in clause 15.

Goods:the items included in the Order, in whole or in part.

Goods Specification:Through exchanging quotations, purchase orders, and/or order acceptance, the Customer and the Supplier may agree to any specification for the Products in writing.

Intellectual Property Rights:Patents, rights to inventions, copyright, and related rights, trademarks, business names and domain names, goodwill, and the ability to sue for passing-off, rights to designs, database rights, and all other intellectual property rights, whether registered or unregistered and including all applications and rights to apply for and be granted renewal.

Order:the Customer's written acceptance of the Supplier's quotation or, if applicable, the Customer's purchase order form, which details the Customer's request for the provision of Goods and/or Services.

Services:the services, as well as the deliverables, that the Supplier provided to the Client by the service specification listed below.

Service Specification:the written description or specification of the Services the Supplier provides to the Client.

Supplier:IT Vision Networks Inc. Registered in NEW YORK, USA, with Registration # 16583791.

Supplier Materials:has the definition provided in clause 8.1. (g).

Customer Default:has the connotation described in clause 8.2.

1.2. Construction. The upcoming guidelines are valid under these Conditions:...

• Whether or not it has a separate legal personality, a natural person, a corporate body, or an unincorporated body is considered a person. A party's personal representatives, successors, or authorized assigns are included when referring to that party; Any mention of a law or statutory provision refers to it in its most recent revised or reenacted form. Any subsidiary legislation passed per a statute or statutory provision, whether amended or reenacted, is referred to by its reference; A reference to writing or writing includes faxes and emails. Any sentence introduced by the phrases, including have, in particular, or any similar expression, must be understood as illustrative and shall not limit the understanding of the words before those terms.

2.1. The Order represents a customer's offer to buy products and/or services per these conditions.

2.2. The Contract will only be deemed entered when the Supplier issues a written acceptance of the Order, at which point and on that date (Commencement Date).

2.3. The parties' Agreement is outlined in full in the Contract. The Customer acknowledges that it has not relied on any representation, assurance, guarantee, or warranty that has not been included in the Contract and has been made by or on behalf of the Supplier.

2.4. The sole purpose of any samples, drawings, descriptive materials, or advertising provided by the Supplier, as well as any descriptions of the Goods, illustrations, or descriptions of the Services posted on the Supplier's website, is to provide a general idea of the Services and/or Goods they are describing. They are not intended to be a component of the Agreement or to have any legal effect.

2.5. To the exclusion of all additional terms that the Customer seeks to impose or integrate or which are implied by trade, custom, practice, or course of business, the Contract is subject only to the provisions of this clause.

2.6. Subject to stock availability, any quotation made by the Supplier shall not be deemed an offer and shall only be good for the Business Day on which it is made.

2.7. Except when applied to one or the other state, all these conditions will apply to the supply of goods and services.

3.1. The Goods are detailed in the quotation, Order, or Goods Specification.

3.2. If necessary to comply with any relevant statutory or regulatory requirements, the Supplier has the right to modify the Products Specification.

4.1. The Supplier shall make sure that each shipment of Goods is accompanied by a delivery note that includes the date of the Order, all pertinent Customer and Supplier reference numbers, the type and quantity of the Goods (including the Goods' code number, where applicable), and special storage instructions (if any).

4.2. The Supplier shall deliver the Products at any time following the Supplier's notification to the Customer that the Goods are available to the Delivery Location specified in the Order or such other location as the parties may agree.

4.3. When the goods arrive at the delivery location, delivery of the goods is complete.

4.4. The Customer shall inspect the Items within 48 hours after delivery completion. The Customer must report the following to the Supplier within 48 hours: As long as the specific requirements of our return policy are followed, and the necessary written notification is given to the courier at the time of receipt of visibly damaged goods, we will accept returns for the following reasons:

• The incorrect quantity of goods has been delivered.
• The faulty goods have been delivered.
• The goods specifications have not been met.
• The goods have been delivered in any way that is visible upon delivery.

4.5. Any delivery dates given for the goods are estimates, and delivery time is not crucial. When a Force Majeure Event prevents the delivery of the Goods or the Customer fails to give the Supplier sufficient delivery instructions or other instructions that are important to the provision of the Goods, the Supplier is not responsible.

4.6. If the Supplier cannot deliver the Products, its liability shall be restricted to the costs and expenses paid by the Customer in locating comparable replacement goods in the least expensive market, less the Price of the Goods. Suppose the Customer fails to give the Supplier proper delivery instructions for the goods or any other pertinent instruction regarding the supply of the goods. In that case, the Supplier shall not be liable for any failure to deliver the goods to the extent that a Force Majeure Event causes such failure.

4.7. Over 5 Business Days, the Supplier will make a maximum of two efforts to deliver the goods.

4.8. If the Customer does not accept or take delivery of the Products within 5 Business Days of receiving a notification from the Supplier that the Goods are ready, then, barring Force Majeure Events or the Supplier's breach of its obligations under the Contract concerning the Goods:

• The Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs, warehouse charges, and expenses.
• Delivery of the Goods shall be deemed to have occurred at 9:00 am on the first Business Day following the day the Supplier notified the Customer that the Goods were ready (including insurance).

4.9. The Supplier may resell, return to the Manufacturer, or otherwise dispose of part or all of the Goods if the Customer fails to take or accept a delivery within 5 Business Days of the Supplier notifying the Customer that they were ready for delivery. After deducting reasonable storage, selling, delivery, postage, restocking, and administration costs, the Supplier will account to the Customer for any excess over the Price of the Goods or charge the Customer for any shortfall.

4.10. If the Supplier provides more or fewer goods than the Customer ordered, the Customer cannot reject the goods. However, if the Customer notifies the Supplier that the improper amount of goods was delivered, a pro-rata adjustment will be made to the order invoice.

4.11. The Supplier can supply the goods in installments, each of which must be separately invoiced and paid for. There will be a separate contract for each installment. The Customer shall not be entitled to cancel any other installment or withhold payment of any other delivered installment due to any delay in delivery or defect in any installment.

5.1. The Supplier guarantees that the goods will, according to the Sale of Goods Act of 1979, meet the following criteria:

• Be of satisfactory quality.
• Conform in all material respects to their description and any applicable Goods Specification.
• Be free from material design, material, and workmanship flaws.
• Be suitable for any purpose specified by the Supplier.

5.2. Following section 5.3, if the Customer notifies the Manufacturer in writing within a reasonable period after discovering that some or all of the goods do not meet the warranty outlined in clause 5.1, the Customer contacts the Manufacturer directly to discuss fixing or replacing the defective goods; the Supplier is given a reasonable opportunity to examine the goods; and the Customer returns the goods to the Supplier (if requested by the Supplier).

5.3. The Supplier won't be held responsible if the products don't live up to the warranty in clause 5.1 if:

• The defect results from the Customer failing to follow the Supplier's oral or written instructions regarding the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) good trade practices;
• The defect results from the Supplier following any drawing, design, or Goods Specification supplied by the Customer;
• The Customer modifies the Goods in any way after giving a notice following clause 5.2;

5.4. Other than what is stated in this clause 5, the Supplier is not responsible for the Products' failure to live up to the warranty outlined in article 5.1.

5.5. Any repaired or replacement goods provided by the Supplier under section 5.2 shall be subject to the provisions of these Terms.

6.1. Upon successful delivery, the Client will own the Items.

6.2. After the Supplier receives complete payment (in cash or cleared funds, including any interest and TAX) for the Goods for which payment has become due, title to the Goods will transfer to the Customer at that time.

6.3. The Customer must follow these obligations up until the title to the goods has passed to them: To ensure that the Goods are easily distinguishable as the Supplier's property, the Customer must:

• Store the Goods separately from all other goods held by the Customer;
• Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;
• Not incorporate or affix the Goods to any other products, including software, ROM, RAM, hardware, or other media; and
• Keep the Goods in good condition and maintain insurance on the Goods for their full Price against all risks.

6.4. In cases where the Customer has been granted credit terms, the Customer may resell or use the Goods in the usual course of its business (but not otherwise) before the Supplier receives payment for the Products. However, if the Customer sells the goods before that:

• The title to the Products will transfer from the Supplier to the Customer just before the moment the Customer resells them, and it does so as principal and not as the Supplier's agent.

6.5. Without limiting the Supplier's other rights or remedies, if any of the events specified in article 13.2 or failure to make payment for the goods following clause 9 occur before title to the goods passes to the Customer:

• The Supplier may demand that the Customer deliver all Goods that have not been resold or irrevocably incorporated into another product.
• If the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or any third party where the Goods are stored to recover them, including dismantling any product.

7.1. The Supplier shall perform the Services for the Customer in all material aspects in line with the Service Specification.

7.2. The Supplier shall use its best efforts to provide the Services by the dates specified in the Order, but any such dates are only estimates, and there is no deadline for completing the Services.

7.3. The Supplier shall have the right to make any changes to the Services that are required to comply with any relevant legislation or safety requirement or that do not materially alter the nature or quality of the Services, and the Supplier shall give the Customer notice if this occurs.

7.4. The Supplier guarantees that the Services will be delivered to the Customer with reasonable care and skill.

8.1. The Customer shall:

• Confirm that the terms of the Order and the Products Specification (if provided by the Customer) are correct and complete;
• Work with the Supplier to resolve any issues pertaining to the Services;
• Grant access to the Customer's property, office space, and other facilities to the Supplier, its employees, agents, consultants, and subcontractors as reasonably necessary for the Supplier to provide the Services;
• Ensure that the information provided to the Supplier is true in all relevant respects and provide the Supplier with the information and materials that the Supplier may reasonably require to provide the Services;
• Make the necessary preparations for the delivery of the Services on the Customer's property;
• Obtain and maintain all licenses, approvals, and consents that may be necessary for the Services before the commencement date of the Services;
• Keep all of the Supplier's materials, tools, records, and other property (collectively, 'Supplier Materials') in safe custody at the Customer's expense, keep them in good condition until they are returned to the Supplier, and only dispose of or use them in accordance with the Supplier's written instructions or authorization.

8.2. If a Customer Default—defined as the failure by the Customer to fulfill any relevant obligation—prevents or delays the Supplier from fulfilling any of its duties regarding the Services:

• Without limiting any other rights or remedies, the Supplier may suspend the performance of the Services until the Customer remedies the Customer Default and may rely on the Customer Default to excuse it from performing any of its obligations to the extent that the Customer Default prevents or delays the Supplier's performance of any of its obligations.
• The Supplier shall not be responsible for any costs or losses suffered or incurred by the Customer.

9.1. The cost of the goods shall be as stated in the Order or, in the absence of a price quote, as stated in the Supplier's current published price list as of the delivery date. The cost of packaging, insurance, shipping, delivery, and handling of the goods are not included in the price of the goods and must be paid for separately by the Customer when purchasing the goods.

9.2. Services will be billed on a time and materials basis:

• As stated in the Supplier's quotation and the Order, the costs shall be determined in accordance with the Supplier's usual daily fee rates;
• The rates for Services may vary based on the nature of the Services, and the Supplier's fees, as stated in the quotation and Order, are simply an estimate of fees;
• For each individual, the Supplier's typical daily charge rates are based on a seven-hour workday, from 9.00 am to 5.00 pm, on Business Days;
• The Supplier will charge a minimum of half a day's worth of services (3.5 hours);
• If the Supplier is required to continue providing Services on subsequent Business Days, each Business Day will incur a minimum fee of half a day. Any additional time incurred by the Supplier in the provision of Services on the same Business Day will be charged to the nearest whole hour based on a proportion of the daily fee rate.

9.3. The Supplier maintains the following rights:

• Any request by the Customer to change the delivery date(s), quantity(s), or type of ordered goods, or the Goods price, by giving notice to the Customer at any time before delivery to reflect any increase in the cost of the Goods to the Supplier that is caused by any factor outside the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);

9.4. According to article 9.5, the Supplier shall invoice the Customer for the Items at the time of shipment or as soon as delivery is complete. After the completion of the Services, the Supplier will invoice the Client for the Services.

9.5. The Supplier may invoice the Customer for the provision of certain Items upon receipt of the Order and require the immediate discharge of that invoice.

9.6. The Customer shall pay each invoice presented by the Supplier, subject to clause 9.5:

• Days after receiving the invoice for the Products and Services, in full and in cleared funds to an account or portal designated in writing by the Supplier, and that the Contract's deadline for payment shall be of the essence.

9.7. In its sole discretion, the Supplier may extend credit terms to the Customer, pending the latter's standing, the results of any necessary credit checks, and the delivery of a credit application form. Credit could be revoked when a customer doesn't make a timely payment.

9.8. When a customer has been given credit, they are required to pay all supplier invoices as follows:

• Time for payment shall be of the essence of the Contract. Payment must be made within the allotted credit terms days from the date of the invoice, in full, and in cleared money to a bank account designated in writing by the Supplier.

9.9. The Supplier reserves the right to invoice the Customer in installments for Items delivered in installments; this invoice should be paid following Sections 9.5 or 9.7 above (as applicable). If payment is either not received or is received late, or if the Customer exceeds the permitted credit limit, the Supplier maintains the right to withhold or suspend delivery of the remaining installments of the Products.

9.10. Any payments made by the Customer under the Contract are exclusive of any amounts related to the applicable amount of added TAX. When the Supplier provides the Customer with a taxable supply for TAX purposes under the terms of the Contract, the Customer is required to pay the Supplier any additional TAX charges. At the same time, the payment is due for the supply of the Services or Goods upon receipt of a valid TAX invoice from the Supplier.

9.11. The Customer must pay interest on any late amount at the rate of 3% per year above the Bank of England's base rate from time to time if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, from the due date until the late sum is paid, whether before or after judgment, such interest shall accrue daily. The Customer must pay the interest and the late sum in full.

9.12. Except as required by law, the Customer shall pay all payments owing under the Contract in full without any setoff, counterclaim, deduction, or withholding. Without affecting its other rights or remedies, the Supplier may offset any sum owed to it by the Customer against any sum owed to the Customer by the Supplier.

10.1. Subject to section 5, the Supplier is free to give a customer a refund for the goods they purchased. The rules in clauses 10.2 and 10.3 will be followed if the Supplier decides to repay the Customer.

10.2. If the Products are normally held in stock by the Supplier or are sold from stock, the following will apply:

• When the goods are still sealed, the Supplier will refund the full value of the goods (less any delivery or other fees) less a $25 administration fee.
• When the goods have been opened but are still in their original packaging, the Supplier may refund up to 80% of the value of the goods, depending on the condition of the goods and packaging and the resale value.

10.3. Any reimbursement is optional if the Customer orders the goods on their behalf and the Supplier does not typically keep them in stock. The refund amount will depend on whether the goods are still sealed, in their original packing, and can be shipped back to the Supplier. The refund amount will depend on whether the goods are still sealed, in their original packing, and can be shipped back to the Supplier.

11.1. The Supplier shall be the sole owner of all intellectual property rights relating to, resulting from, or connected with the Services.

11.2. The Customer is aware that using any intellectual property rights owned by third parties in connection with the Services is contingent upon the Supplier receiving a signed license from the relevant licensor on terms allowing the Supplier to grant the Customer access to those rights.

11.3. The Provider is the sole owner of all materials provided.

12.1. All technical or commercial know-how, specifications, inventions, processes, or initiatives that are confidential and that have been disclosed to the receiving party by the other party (the disclosing party), its employees, agents, or subcontractors, as well as any other confidential information regarding the disclosing party's business, its products, and services that the receiving party may obtain, must be kept in strict confidence by the receiving party. As if they were a party to the Contract, the receiving party shall ensure that its employees, agents, and subcontractors abide by the obligations outlined in this clause by only disclosing such confidential information to those of them who need to know it to fulfill the receiving party's obligations under the Contract.

13.1. Nothing in these Terms shall restrict or otherwise affect the Supplier's obligation concerning: Death or personal injury resulting from its negligence, or the negligence of its employees, agents, or subcontractors; fraud or fraudulent misrepresentation; violation of the terms implied by sections 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); violation of the terms implied by sections 12 of the Sale of Goods Act 1979 (title and quiet possession); or defective goods as defined by the Consumer Protection Act of 1987.

13.2. As long as clause 13.1 applies:

• In no event shall the Supplier be responsible to the Customer, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract;
• The Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount of the Price.

13.3. The provisions suggested by sections 13 through 15 of the Sale of Goods Act of 1979 and sections 3 through 5 of the Supply of Products and Services Act of 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.4. This clause 12 will continue to apply even if the Contract is terminated.

14.1. Without limiting its other rights or remedies, either party may end the Contract immediately by notifying the other in writing of the following:

• The other party breaches this Contract materially and fails to remedy the breach (if remediable) within five days of receiving written notice to do so;
• The other party suspends or threatens to suspend the payment of its debts, is unable to pay its debts as they become due, admits its inability to pay them, or (in the case of a company or limited liability partnership) is determined to be insolvent within the meaning of Section 123 of the Insolvency Act 1986, or (in the case of an individual) is determined to be either insolvent or to have no reasonable prospect of doing so within the meaning of Section 268 of the Insolvency;
• The other party begins discussions with all or any class of its creditors to reschedule any of its debts or proposes or enters into any compromise or arrangement with its creditors unless (in the case of a company) it is solely for a plan for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• A petition is submitted, a notice is given, a resolution is approved, or an order is made regarding the winding up of the other party (which is a company) unless it is solely in connection with a plan to successfully merge the other party with one or more other companies or to successfully reconstruct that other party;
• The bankruptcy petition or Order relates to the other party, who is an individual;
• The other party's assets are attached or taken into possession by a creditor or encumbrancer, or the other party is sued or subject to distress, execution, sequestration, or another similar process, and the attachment or process is not released within 14 days;
• A request for the appointment of an administrator is made in court, an order is issued, or a notice of intent to do so is submitted, or an administrator is appointed over the other party (which is firm);
• The other party (a firm) has become eligible to appoint or has appointed an administrative receiver if the holder of a qualifying charge over its assets has done so;
• Someone gains the right to name a receiver over the other party's assets, or a receiver is named over those assets.
• Any occurrence or action that affects the other party in any jurisdiction to which it is subject and that is like or equal to any of the events described in clauses 13.2 to clause 13.2(i), inclusive, occurs concerning the other party.
• The other party stops operating all or nearly all of its business, threatens to stop operating, or suspends it.
• If the other party's financial situation deteriorates, the Supplier believes that the Customer's capacity to effectively perform its obligations under the Contract has been jeopardized.
• The other party (an individual) passes away, becomes a patient under any mental health law, or is rendered incapable of managing his affairs due to disease or infirmity (whether mental or physical).

14.2. If the Customer fails to pay any amount due under this Contract by the due date for payment, the Supplier may, without limiting any other rights or remedies, terminate the Contract immediately by giving written notice to the Customer.

14.3. If the Customer fails to pay any amount due under this Contract by the due date for payment, the Customer experiences any of the events listed in clause 13.2, or the Supplier has a good faith belief that the Customer is about to experience any of them, the Supplier may suspend the supply of Services or all future deliveries of Goods under the Contract or any other contract between the Customer and the Supplier.

14.4. In the event of a contract termination for any reason:

• The Customer shall immediately pay all unpaid invoices and interest the Supplier owes. In the case of Services provided but for which no invoice has yet been submitted, the Supplier shall do so; this invoice shall be payable by the Customer immediately upon receipt.
• The Customer shall return all Materials and Deliverables provided by the Supplier that has not yet been fully paid for. The Supplier may access the Customer's premises and take ownership of them if the Customer doesn't comply.
• The parties' accrued rights and remedies as of termination shall not be affected, including the right to seek damages for any breach of the Contract that existed at or before the date of termination or expiration, and clauses that expressly or by implication have effect after termination shall be followed.
• Until they are returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose unrelated to this Contract.

15.1. For this Contract, a 'Force Majeure Event' occurs beyond the Supplier's reasonable control. Examples of such occurrences include accidents, break-ins, riots, war, civil unrest, strikes, lockouts, or other labor disputes (whether involving the Supplier's workforce or that of any other party), failure of a utility service or transportation network, act of God, war, riot, civil unrest, and malicious damage.

15.2. If a Force Majeure Event causes the Supplier to delay or fail to perform its duties under this Contract, the Supplier will not be held responsible to the Customer.

15.3. The Supplier shall have the right, without limiting any other rights or remedies, to terminate this Contract immediately by giving written notice to the Customer if the Force Majeure Event prohibits the Supplier from supplying any of the Services and/or Products for longer than two weeks.

16.1. Dealings and Assignments. All or any of the Supplier's rights under the Contract may be assigned, transferred, mortgaged, charged, subcontracted, or dealt with at any other time. The Supplier may also subcontract or otherwise assign all or any portion of its duties under the Contract to any third party. Without the Supplier's prior written consent, the Customer may not deal with any of its rights or obligations under the Contract in any other way, including assignment, transfer, charge, subcontract, declaration of trust, or otherwise.

16.2. Warnings. Any notice or other communication given to a party under or in connection with this Contract must be in writing, addressed to that party at its registered office (if it is a company), principal place of business (in any other case), or such other address as that party may have specified to the other party in writing following this clause. It must also be personally delivered or sent by prepaid first-class mail or another next-working-day delivery service. If delivered personally, a notice or other communication shall be deemed received when left at the address specified in clause 12.2(a); if sent by prepaid first-class mail or another next-day delivery service at 9.00 am on the second Business Day following mailing; if delivered by commercial courier, on the date and at the time the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day following transmission. Any proceedings or other documents that are served as part of a legal action are exempt from the rules of this article.

• Suppose any clause or portion of a clause in the Contract is found invalid, unlawful, or unenforceable. In that case, it shall be deemed changed to the least degree necessary to render it valid, unlawful, and enforceable. The relevant provision or part-provision shall be eliminated if such alteration is not practicable. The legality and enforceability of the remaining provisions of the Contract shall not be impacted by the modification or deletion of any provision or part-provision under this section. The parties shall negotiate in good faith to alter any provision or part-provision of this Contract that is unlawful, invalid, or unenforceable and that, to the greatest degree practicable, achieves the intended commercial result of the original provision.

16.3. Severance. Suppose any clause or portion of a clause in the Contract is found invalid, unlawful, or unenforceable. In that case, it shall be deemed changed to the least degree necessary to render it valid, unlawful, and enforceable. The relevant provision or part-provision shall be eliminated if such alteration is not practicable. The legality and enforceability of the remaining provisions of the Contract shall not be impacted by the modification or deletion of any provision or part-provision under this section. The parties shall negotiate in good faith to alter any provision or part-provision of this Contract that is unlawful, invalid, or unenforceable and that, to the greatest degree practicable, achieves the intended commercial result of the original provision.

16.4. Waiver. Any waiver of a right under the Contract or the law must be in writing to be effective, and it cannot be interpreted to cover future infractions or defaults. Neither party's failure or delay in exercising a right or remedy granted by the Contract or by law constitutes a waiver of that or any other rights or remedies, nor does it bar or restrict that party from subsequently exercising those rights or remedies. The exercise of such right or remedy in full or in part shall not preclude or limit the exercise of that right or remedy or any other right or remedy.

16.5. No agency or cooperation. Nothing in the Contract shall be construed as creating a partnership or joint venture between any of the parties, nor shall it designate either party as acting as the agent of another party. No party shall have the power or authority to bind the other party in any manner or to serve as its agent.

16.6. External parties. A third party, not a party to the Contract, cannot enforce any of its provisions.

16.7. Change. No modification to the Contract, including the addition of any new terms and conditions, shall be valid unless approved in writing and signed by a Director of the Supplier, except as provided in these Conditions.

16.8. The rule of law. The law of England and Wales shall govern this Agreement and any controversy or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims).

16.9. Jurisdiction. Each party irrevocably agrees that any dispute or claim arising out of or in connection with this Contract or its subject matter or formation shall be exclusively brought before the courts of England and Wales (including non-contractual disputes or claims).