Terms and Conditions


1. Definitions and interpretation

1.1 Definitions:

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

Business Hours: the period from 8.00 am to 5.00 pm on any Business Day.

Charges: the charges payable by the Customer for the supply of the Services by NSI, as set out in the Order Confirmation.

Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 13 (General)(inclusive).

Contract: the contract between the Customer and NSI for the supply of the Services and/or Goods in accordance with the Order Confirmation, the Proposal (where applicable) and 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.

Deliverables: all documents, products and materials developed by NSI or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).

Goods: the goods (or any part of them) as set out in the Order Confirmation.

Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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 (including designs of warehouse layouts and plans), 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 Confirmation: the document sent out by NSI to the Customer confirming the Customer’s order details for the provision of Services, the supply of Goods or both.

Proposal: the quotation document setting out the services and goods to be provided by NSI to the Customer.

Services: the services to be provided by NSI pursuant to the Contract, as described in the Proposal.

Services Start Date: the day on which NSI is to start provision of the Services, as set out in the Order Confirmation.

Site: the location at which the Services are to be provided by NSI.


1.2 Interpretation

(a) A reference to NSI shall include its employees, directors, workers, representatives, agents, consultants, contractor and subcontractors.
(b) A reference to legislation or a legislative provision:

(i) is a reference to it as it is in force as at the date of this agreement; and
(ii) shall include all subordinate legislation made as at the date of this agreement under that legislation or legislative provision.

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


2. Basis of Contract

2.1 The Order Confirmation constitutes an offer by the Customer to purchase the Services and the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order Confirmation are complete and accurate.

2.2 The Order Confirmation shall only be deemed to be accepted when NSI signs this form and the Conditions have been issued and accepted by the Customer, at which point the Contract shall come into existence.

2.3 A Proposal for the provision of Services or Goods given by NSI shall not constitute an offer.

2.4 Unless stated otherwise, a Proposal shall only be valid for a period of 20 Business Days from its date of issue.

2.5 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.

2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.


3. Supply of services

3.1 Subject to the provisions of this clause 3, NSI shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.

3.2 NSI warrants to the Customer that the Services will be provided using reasonable care and skill.

3.3 NSI reserves the right to amend the Services 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 NSI shall notify the Customer in any such event.

3.4 NSI shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. If it becomes apparent the that Services will not be completed as anticipated for any reason, NSI shall, without any liability to the Customer, notify the Customer of such event.

3.5 Alterations to the approved design, layout or scheme. Any alterations to the approved design, layout or scheme that are due to:

(a) any changes required by the Customer or the Services following signature of the Contract;
(b) any changes affecting the Site after a site survey and prior to and/or during the Services;
(c) any unforeseen obstructions due to their concealment at any site survey or at the start of the Services; or
(d) beam levels or bay configuration being amended on Site during the provision of the Services;

may be subject to additional costs as notified by NSI to the Customer (including to cover any down time costs and any associated plant, transport and storage costs). Failure to reach an agreement as to such additional costs may result in the Services being suspended. NSI also reserves the right to charge an administration fee if any alternation to drawings or specifications is requested after the Contract has been signed.

3.6 The Services will be provided, subject to the Charges, on the basis that:

(a) the Services are to be provided on ground floor level. If this is not the case, the Customer shall be responsible for moving all materials to another level for the Services to commence;
(b) the Site has an even and level floor with no hidden manholes, points of weakness nor excessive expansion joints or cracking and concrete slab floor is of sufficient thickness to take the proposed imposed loads. NSI will allow for a normal amount of shimming to cover slight floor height variations but excessive shimming necessitated by the condition of the floor will incur additional costs. If further checks are required to confirm the slab detail, NSI can arrange for a ground investigation survey to be undertaken subject to additional cost;
(c) no asbestos contamination is present on the Site and within the work areas. If, during the provision of the Services, any asbestos contamination is discovered, all Services will be suspended immediately and will not resume until a suitable inspection has been made and any materials removed as necessary. Any inspection or removal works, along with any downtime to the installation team, will incur additional costs;
(d) the Customer will provide free site power supplies within 10 metres of all work areas on the Site. NSI can supply temporary on-site power on demand at additional cost;
(e) where applicable, the Customer will provide NSI with access and use of a fork lift truck to an appropriate specification for the duration of the installation of the work area;
(f) gas powered equipment can be used on the Site. If this is not the case, additional costs will apply;
(g) site lighting and heating are in good working order and available on the Site for the duration of the Services;
(h) safety barriers required to demark the area of work are not provided by NSI;
(i) basic welfare facilities for NSI employees, contractors and installers are available and free to use on site for the duration of the Services;
(j) the Customer will offload NSI’s materials on delivery prior to the arrival of the installation team. Materials shall be inspected for damage or defects by the Customer and any incident promptly reported to NSI. Materials left on site shall be stored adjacent to work area, kept secure and dry;
(k) skips for the removal of waste and packaging materials will be provided. If this is not the case, additional costs will apply;
(l) no contract clean is included in the Charges. All areas will be cleared of debris, with walkways swept over; and
(m) no maintenance services are included in the Services. It is the duty of the Customer to provide (or procure) maintenance services and safety inspections after completion of the Services.

3.7 Racking reconfigurations. In the event that NSI rebuilds existing racking and shelving as part of the
Services, the Customer shall ensure that:

(a) all materials and items which are to be reused shall be in a suitable condition for reuse and on the basis that original or existing design was approved by the original manufacturer or a qualified third party; and that
(b) there are sufficient existing materials available to perform the Services.

All NSI installation teams are SEIRS/SAIC trained, however they are not SARI qualified rack inspectors and therefore are not qualified to identify if racking components are suitable for reinstallation.

3.8 Insurance.

(a) As set out in clause 11.1, NSI has taken out and shall maintain adequate insurance policies to cover its liabilities under the Contract. Such insurance policies do not apply to any plant and equipment loaned by the Customer to NSI for the provision of the Services (including but not limited to fork lift trucks).
(b) Unless otherwise specified in the Proposal, the Customer shall take out and maintain adequate insurance policies to cover, amongst others, the following activities:

(i) removal, dismantling, repair or replacement of any portion of the Services in the event of fire, flood, theft or damage caused by a third party.
(ii) demolition, removal and rebuild or the repair of the premises or the Site in the event of fire, flood or damage caused to the building whilst the Services are provided.

3.9 Construction (Design & Management) Regulations 2015.

(a) the Order Confirmation will set out whether the Services are non-notifiable; non-notifiable with principal designer and principal contractor; or notifiable with principal designer and principal contractor as directed under the CDM Regulations 2015.
(b) Under the CDM Regulations 2015, a ‘principal contractor’ and ‘principal designer’ must be appointed where there is more than one contractor on site. If an appointment is not made by the Customer, then the responsibility for these roles is deemed to be undertaken by the
Customer by default.

3.10 Completion, defects and rectification. Within 14 days upon completion of the Services, NSI and the Customer will inspect the Services works for defects. If required, a list of outstanding works will be produced and a copy of this issued to the Customer. Unless agreed otherwise, NSI will complete the works detailed on this list within 28 days of its issue.


4. Customer’s obligations

4.1 The Customer shall:

(a) ensure that the terms of the Order Confirmation and any information it provides in the Racking Repair Specifications are complete and accurate;
(b) inform NSI of any site-specific requirement that NSI shall be aware of in order to provide the Services;
(c) co-operate with NSI in all matters relating to the Services;

(d) provide NSI, in a timely manner and at no charge, with access to the Site in an uninterrupted fashion, to the Customer’s premises, office accommodation, data and other facilities as required by NSI;
(e) provide, in a timely manner, such information as NSI may require, and ensure that it is accurate and complete in all material respects; and
(f) prepare the Customer’s premises (including the Site) for the supply of the Services;
(g) provide and maintain a safe working area for NSI for the duration of the Services;
(h) subject to clause 3.6(k), be responsible for ensuring that all Site waste is disposed of correctly;
(i) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(j) keep all materials, equipment, documents and other property of NSI (NSI Materials) at the Customer’s premises in safe custody at its own risk, maintain NSI Materials in good condition until returned to NSI, and not dispose of or use the NSI Materials other than in accordance with NSI’s written instructions or authorisation; and
(k) comply with any additional obligations set out in the Proposal.

4.2 If NSI’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, 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, NSI shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays NSI’s performance of any of its obligations;
(b) NSI shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(c) NSI shall be entitled to payment of the Charges despite any such prevention or delay; and
(d) the Customer shall reimburse NSI on written demand for any costs or losses sustained or incurred by NSI arising directly or indirectly from the Customer Default.


5. Intellectual property

5.1 All Intellectual Property Rights in or arising out of or in connection with the Services (including the Deliverables and other than the Intellectual Property Rights in any materials provided by the Customer) shall be owned by NSI and its licensors

5.2 NSI grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Deliverables for the purpose of receiving and using the Services and in the Customer’s business during the term of the Contract.

5.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 5.2.

5.4 The Customer grants NSI a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to NSI for the term of the Contract for the purpose of providing the Services to the Customer.

5.5 The Customer shall indemnify NSI in full against any sums awarded by a court against NSI arising of or in connection with any claim brought against NSI for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use by NSI of any
materials provided by the Customer to NSI.


6. Supply of goods

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

6.2 NSI reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.


7. Delivery of goods

7.1 NSI shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) at any time after NSI notifies the Customer that the Goods are ready.

7.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

7.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. NSI shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide NSI with adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.

7.4 If NSI fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. NSI shall have no liability for any failure to deliver the Goods to
the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide NSI with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.5 If the Customer fails to take or accept delivery of the Goods within three Business Days of NSI notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or NSI’s failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which NSI notified the Customer that the Goods were ready; and
(b) NSI shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

7.6 If ten Business Days after the day on which NSI notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, NSI may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account
to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

7.7 NSI may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.


8. Quality of the goods

8.1 On the Delivery Date, NSI will pass on to the Customer the benefit of any warranty on the Goods that is provided by the goods’ manufacturer (if any) for whatever warranty period is left on those Goods (Warranty Period). NSI understand that, subject to the Warranty Period, the Goods shall:

(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

8.2 Subject to clause 8.3, if:

(a) the Customer gives notice in writing to NSI during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
(b) NSI is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by NSI) returns such Goods to NSI’s place of business at the Customer’s cost,
(d) NSI shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

8.3 NSI shall not be liable for the Goods’ failure to comply with the warranty set out in clause 8.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 8.2;
(b) the defect arises because the Customer failed to follow NSI’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of NSI;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.4 Except as provided in this clause 8, NSI shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.

8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

8.6 These Conditions shall apply to any repaired or replacement Goods supplied by NSI.


9. Title and risk in goods

9.1 The risk in the Goods shall pass to the Customer on completion of delivery.

9.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) NSI receives payment in full for the Goods and any other goods that NSI has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 9.4.

9.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as NSI’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify NSI immediately if it becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d); and
(e) give NSI such information as NSI may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.

9.4 Subject to clause 9.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before NSI receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as NSI’s agent; and
(b) title to the Goods shall pass from NSI to the Customer immediately before the time at which resale by the Customer occurs.

9.5 At any time before title to the Goods passes to the Customer, NSI may:

(a) by notice in writing, terminate the Customer’s right under clause 9.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.


10. Charges and payment

10.1 Subject to clause 3, in consideration for the provision of the Services and/or Goods, the Customer shall pay NSI the Charges in accordance with this clause 10.

10.2 NSI may, by giving notice to the Customer at any time before delivery, increase the charges for the Services or the price of the Goods to reflect any increase in the cost that is due to:

(a) any factor beyond the NSI’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Services (or any part of them); or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give NSI adequate or accurate information or instructions.

10.3 The price of the Goods indicated in NSI’s catalogues are indicative only and the price of the Goods excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

10.4 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to NSI at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

10.5 NSI shall submit invoices for the Charges plus VAT on completion of the Services or delivery of the Goods or at the intervals specified in the Order Confirmation. Each invoice shall include all reasonable supporting information required by the Customer.

10.6 Unless stated otherwise by NSI, the Customer shall pay each invoice due and submitted to it by NSI, within 30 days of receipt, in full and in cleared funds to a bank account nominated in writing by NSI. Time for payment shall be of the essence of the Contract.

10.7 Rescheduling or cancelling the Services.

(a) rescheduling the Services Start Date in the event that the Site is considered unsuitable for commencement will incur additional costs of 15% of the Charges.
(b) rescheduling the Services Start Date within 48 hours of the Services Start Date will incur additional costs of 10% of the Charges.
(c) rescheduling the Services Start Date within 72 hours of the Services Start Date will incur additional costs of 5% of the Charges.
(d) cancellation of the Contract will incur payment of a fee totalling all costs incurred by NSI plus a 20% management and loss of earnings fee.

10.8 If the Customer fails to make any payment due to NSI under the Contract by the due date for payment,
then, without limiting NSI’s remedies under clause 12 (Termination):

(a) 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 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%.
(b) NSI may suspend all Services until payment has been made in full.

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

10.10 Credit terms at NSI’s absolute discretion and subject to status, provision of satisfactory references.


11. Limitation of liability

11.1 During the terms of the Contract, NSI shall maintain in force, with a reputable insurance company, professional indemnity insurance at an amount of £1 million; public and products liability insurance at an amount of £5 million; and contractors all risks insurance policy at an mount of £200,000 per site to cover
the liabilities that may arise under the Contract. The limits and exclusions in this clause reflect the insurance cover NSI has been able to arrange and, in addition to the provisions set out in clause 3.8 for the supply of Services, the Customer is responsible for making its own arrangements for the insurance of any excess loss.

11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.3 Nothing in this clause 11 shall limit the Customer’s payment obligations under the Contract.

11.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;
(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).

11.5 Subject to clause 11.4, NSI’s total liability to the Customer shall not exceed the total value of the Charges paid by the Customer under the Contract.

11.6 Subject to clause 11.3 and clause 11.4, the following types of loss are wholly excluded:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

11.7 NSI has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.8 Unless the Customer notifies NSI that it intends to make a claim in respect of an event within the notice period, NSI shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 9 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.


12. Termination

12.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it 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 which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

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

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.

12.3 On termination of the Contract for whatever reason:

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

(b) 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; and
(c) termination or expiry of the Contract shall not affect any of the 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.


13. General

13.1 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. The time for performance of such obligations
shall be extended accordingly. If the period of delay or non-performance continues for 20 weeks, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

13.2 Assignment and other dealings.

(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without NSI’s prior written consent.
(b) NSI may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

13.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, 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 to which the other party belongs, except as permitted by clause 13.3. For the purposes of this clause 13.3, group means, in relation to a party, that party, any
subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, 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, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

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

13.4 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.

13.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.6 Waiver.

(a) 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.
(b) 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.

13.7 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 13.7 shall not affect the validity and enforceability of the rest of the Contract.

13.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) 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
(ii) sent by email to the email addresses used between the parties.

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

(i) if delivered by hand, at the time the notice is left at the proper address;
(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
(iii) if sent by 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 13.8(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 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
(d) A notice given under the Contract is not valid if sent by email.

13.9 Third party rights.

(a) 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.

13.10 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.

13.11 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.