The Customer's attention is particularly drawn to the provisions of clause 13.

1.Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Cancellation Charges:  shall be such charges as shall be set out in the Order or confirmed in writing from time to time by Crown.  Such changes shall be a genuine pre-estimate of the losses that Crown would incur in the event of cancellation of a collection (including but not limited to any reasonably committed costs).  
Carrier:  shall be Royal Mail Group Limited, Universal Postal Union or such other carrier as shall be selected by the Sorting Office.  The Carrier shall effect delivery to the eventual recipient identified on the Mail.    
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.3, clause 5.4(c), clause 6.2 and clause 9.
Classification: means the Carrier’s classification for mail items as may be amended from time to time by the Carriers.
Collection Location:  the address the Mail is to be collected from the Customer by Crown as notified by the Customer to Crown in the Order;
Collection Time:  such date and time as shall be set out in the Order or otherwise agreed in writing by Crown. 
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.7.
Consumables: shall be such containers, boxes, bags or other receptacles as agreed with Crown in which the Customer presents Mail for collection.
Contract: the contract between Crown and the Customer for the supply of Services in accordance with these Conditions.
Crown: Crown Mail Limited registered in England and Wales with company number 8708616 and whose registered office is at International Logistics Centre, Bonehill Road, Tamworth, Staffordshire B78 3HH.
Crown Materials: has the meaning set out in clause 5.1(o).
Customer: the person or firm who purchases Services from Crown.
Docket: means such records of the Mail in a particular collection and the Classification of such Mail.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Mail:  means all letters, packages or other mail items that Crown collects from the Customer. 
Markings: means the trademarks, logos, devices, registered design rights and other markings of Crown notified to the Customer by Crown from time to time. 
Order: the Customer's order for Services as set out in the Customer's purchase order form, the Customer's written acceptance of a quotation by Crown, or overleaf, as the case may be the Collection Location, Collection Time, the weight, volume or type of Mail or any other pertinent details required by Crown.
SEL: Secured Express Limited. 
Sorting Office Conditions:  shall be the terms and conditions of SEL as shall be updated from time to time. 
Services: the services supplied by Crown to the Customer including the collection of Mail and deliver to sorting locations.
Sorting Office: shall be SEL or such other sorting office as Crown shall reasonably select from time to time. 
Sorting Services:  the services performed by SEL in relation to the handling and sorting of the Mail prior to delivery by SEL to the Carrier. 

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes e-mails.

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 Crown issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).  

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Crown which is not set out in the Contract.

2.4 Any descriptive matter or advertising issued by Crown, and any descriptions contained in Crown's promotional material, 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.

2.5 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 trade, custom, practice or course of dealing.  These Conditions govern the overall relationship between Crown and the Customer in relation to the Services provided by Crown to the Customer. 

2.6 The Customer shall comply with the Customer obligations in the Sorting Office Conditions.  The Sorting Office Conditions shall apply to the Customer in respect of the Sorting Services.  For the avoidance of doubt, Crown shall not be responsible for the Sorting Services. 

2.7 Each request for a collection of Mail as part of the Services to be provided by Crown shall be a separate contract.

2.8 Any quotation given by Crown shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue unless otherwise advised.

3.Supply of Services

3.1 Crown shall use reasonable endeavours to meet any performance dates or times specified in the Order or requested by the Customer, but any such dates or times shall be estimates only and time shall not be of the essence for performance of the Services and shall be subject to:

(a) the Customer paying the Charges; and

(b) Crown accepting the Order in accordance with clause 2.2.

3.2 Crown shall provide the Services with reasonable care and skill.

3.3 The Customer acknowledges that the Services only apply to the collection of Mail and delivery to the Sorting Office.  It does not apply to:

(a) the delivery of the Mail to a recipient which will be carried out by the Carrier;

(b) the Sorting Services.

3.4 Crown shall provide the Services on Business Days only, unless otherwise agreed in writing by Crown. 

3.5 Crown shall only accept Orders subject to the provisions of these Conditions, and reserves the right to refuse carriage to the Customer, or the Mail. 

3.6 Crown shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Crown shall notify the Customer in any such event.

3.7 Crown may suspend carriage of Mail (in whole or in part) if it cannot effect delivery to the Sorting Office at the second attempt, if the Sorting Office refuses to accept delivery, or if the address shown as the Delivery Point is incorrect. Where Crown is entitled to suspend carriage of the Mail, it shall hold the Mail (in whole or in part) to the Customer's order or, at Crown's discretion, return the Mail (in whole or in part) to the Customer, in which case the Customer shall be responsible for paying all applicable charges calculated according to Crown's prevailing standard rates. If undelivered Mail is held by Crown and is not claimed within a reasonable time of Crown's leaving notification of its attempted delivery at the Sorting Office, Crown shall attempt to contact the Customer. If Crown is unable to contact the Customer, Crown shall be entitled to deal with the Mail as Crown reasonably sees fit.

3.8 Subject to express instructions given by the Customer and agreed by Crown, Crown shall, at its complete and sole discretion, be able to choose the method of carriage, the type of vehicle and the route to be used for the carriage of the Mail to the Sorting Office. If Crown at any time considers that it is necessary or desirable in the Customer's interest to depart from the Customer's express instructions, it may do so.  

4.Postal Services Act 2000

4.1 The Customer and Crown shall both comply with sections 83 and 84 of the Postal Services Act 2000 as amended from time to time. 

4.2 Crown reserves the right to open, inspect or scan Mail at any time, but shall not be obliged to do so.  Crown does not undertake to intercept any Mail in course of carriage before delivery has been attempted or made to the Sorting Office, the Carrier or the intended recipient.   

4.3 From time to time Crown may receive instructions from the Customer with regards to the opening of postal packets or mail-bags.  Crown shall hereby be authorised to open a postal packet or open a mail-bag in the course of its their carriage, subject to its discretion to do so and the Postal Services Act 2000. 

4.4 Crown will be under no obligation to follow such instructions in relation to the Mail of another customer, private individual or company, or where such instructions of the Customer (whether or not in relation to the Customer’s Mail) are in breach of any of the duties or obligations under the Postal Services Act 2000.  

4.5 The Customer hereby agrees to indemnify and hold harmless Crown against all fines, losses or damages (including professional fees and costs) which may be suffered or incurred by Crown and which arise directly or indirectly in connection with Crown following the instructions of the Customer in respect of the opening, delaying, or interception of postal packets or mail-bags. 

5.Customer's obligations

5.1 The Customer shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) communicate any changes in the volume of Mail it shall require for collection by Crown no later than 36 hours before the Collection Time;

(c) make the Mail available for collection in accordance with any times agreed with Crown (for the avoidance of doubt the time for collection is not of the essence of the contract and shall not be made so by any notice served on Crown);

(d) separate Mail intended for delivery outside the UK from Mail intended for delivery inside the UK;

(e) prepare the Mail for collection by Crown, delivery to the Sorting Office and its eventual recipient including but not limited to ensuring the Mail:

(i) is securely packed and correctly addressed with the full postal address, including postcode, of the recipient, and, if possible, the telephone number of the recipient and any other requirements of the Carrier;

(ii) in the case of Mail to be sent abroad, is labelled with a description of its contents and accompanied by such documentation as may be necessary to comply with applicable law; and

(iii) carries such Markings as shall be required by the Sorting Office or Crown.  Crown shall not be obliged to collect any Mail which does not bear the Markings;    

(f) retains copies of any despatch documentation;

(g) prepare the Docket in accordance with the requirements of the Sorting Office, as shall be set out in the Sorting Office Conditions;

(h) prepare the Mail in the Consumables in accordance with the requirements of the Sorting Office, as shall be set out in the Sorting Office Conditions;

(i) co-operate with Crown in all matters relating to the Services;

(j) promptly comply with any reasonable instructions of Crown, the Sorting Office or the Carrier as such instructions are communicated to the Customer;

(k) provide Crown, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Crown;

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

(m) prepare the Customer's premises for the supply of the Services;

(n) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

(o) keep and maintain all materials, equipment, documents and other property of Crown (Crown Materials) at the Customer's premises in safe custody at its own risk, maintain Crown Materials in good condition until returned to Crown, and not dispose of or use Crown Materials other than in accordance with Crown's written instructions or authorisation; and

(p) to act reasonably and in accordance with the Postal Service Act 2000 in respect of any instructions to open, retrieve or otherwise delay a postal packet or mail-bag.

5.2 Where Mail requires customs clearance, it shall be the Customer's responsibility to provide complete and accurate documentation for the purpose.

5.3 If any duties, taxes, penalties, charges or expenses are imposed or incurred as a result of any action by the customs authorities or any failure by the Customer or the recipient to provide correct documentation or any permits or licences required in connection with carriage, Crown shall be entitled to charge the amount incurred to the Customer.

5.4 If Crown's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) Crown shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays Crown's performance of any of its obligations;

(b) Crown shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Crown's failure or delay to perform any of its obligations under the Contract; and

(c) the Customer shall reimburse Crown on written demand for any costs or losses sustained or incurred by Crown arising directly or indirectly from the Customer Default.

6.Restrictions

6.1 The Customer shall ensure that the Mail shall not exceed the weight in kgs, size of length and girth in cms and £ value in aggregate or single piece of Mail as advised to Crown at the time that rates are provided.

6.2 The Customer accepts that Crown may levy an additional surcharge in respect of Mail accepted by Crown which exceeds the weight, dimensions or values advised.

6.3 Crown will not accept an Order for Mail the contents of which are dangerous or illegal. In particular, without limiting the generality of the foregoing, the Customer shall not submit for carriage and Crown shall not accept for carriage (Prohibited Material):

(a) noxious, dangerous, hazardous, explosive or inflammable items, firearms including parts of firearms, ammunition or detonators, or any goods likely to cause damage; or

(b) goods which might endanger human or animal life, which might taint or otherwise damage other goods being transported by Crown, or the carriage, import or export of which is prohibited by the applicable law; or

(c) any written, printed or pictorial matter which is or might reasonably be held to be obscene, blasphemous, scandalous, defamatory, proscribed or prohibited in any country from, to or through which carriage is to take place; or

(d) any article the possession of which is unlawful by the law of any country from, to or through which carriage is to take place;

(e) any other prohibited materials that shall be notified in writing by Crown or as shall from time to time be prohibited by the Carrier or Sorting Office. 

6.4 Mail containing perishable or temperature-sensitive goods shall not be carried by Crown unless expressly agreed in writing by Crown.

6.5 If the Customer, without first informing Crown, submits to Crown for carriage Mail containing Prohibited Materials, Crown shall be free at any time to abandon the carriage of the Mail. Crown shall inform the Customer that carriage of the Mail has been abandoned, of the circumstances of the abandonment and of the location of the abandoned Mail. Crown shall be under no liability in respect of the safekeeping of the Mail or otherwise, and the Mail and their contents may be destroyed or otherwise dealt with at the sole discretion of Crown or of any other person in whose custody they may be at the relevant time. In this event, the Customer shall be liable to pay:

(a) all Charges incurred up to the point where the Mail was abandoned; and

(b) any and all costs, charges, liabilities or expenses unavoidably incurred by Crown in connection with the Mail.

6.6 The Customer shall indemnify Crown against any and all penalties, claims, damages, costs and expenses arising in connection with such Mail.

6.7 Crown shall have a lien on all Mail in respect of any sums due to Crown from the Customer. If any lien is not satisfied within a reasonable time, Crown may at its absolute discretion open the Mail, sell their contents and apply the proceeds towards discharge of the lien and the expenses of the sale.

7.Warranties

7.1 The Customer represents warrants and undertakes that:

(a) it is either the owner or the authorised agent of the owner of any Mail the Customer requests Crown to carry to the Delivery Location;

(b) all Mail submitted to Crown for carriage shall be properly labelled and prepared by reliable staff employed by the Customer and protected against unauthorised interference during their preparation, storage and transport to the Sorting Office; and

(c) the Customer is authorised to accept and accepts these Conditions not only for itself but also for all other persons who are or may subsequently become interested in the Mail.

8.Insurance

8.1 If the Customer so requests, Crown shall, or Crown shall procure to, at the Customer's expense arrange for insurance the contents of the Mail while in Crown’s custody for their replacement cost value.

8.2 On request Crown shall provide the Customer with a copy of the material provisions of the insurance policy and written confirmation that they apply to the Mail.

8.3 Where the Mail and their contents are so insured, Crown shall be under no liability to the Customer for any matter in respect of which a claim has been made or could be made under that policy.

9.Charges and payment

9.1 The Charges for the Services are Crown's standard rates provided and:

(a) Crown shall be entitled to charge the Customer for any expenses reasonably incurred in connection with the Services including the cost of services provided by third parties and required by Crown for the performance of the Services, and for the cost of any materials; and

(b) if Crown is required to pay any taxes, duties or levies on behalf of the Customer, recipient or some other party, and is unable to recover such amount on request from the relevant person, that amount shall be payable by the Customer on demand. This also applies in cases where the recipient or any other third party fails to pay any charges which they are due to pay.

9.2 Crown reserves the right to increase its standard rates, provided that such charges cannot be increased more than once in any 12 month period. Crown will give the Customer written notice of any such increase one month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Crown in writing within two weeks of the date of Crown's notice and Crown shall have the right without limiting its other rights or remedies to terminate the Contract by giving one month’s written notice to the Customer.

9.3 The Crown shall invoice the Customer [on completion of the Services] [weekly/monthly] in arrears] unless otherwise stated in the Order.

9.4 The Customer shall pay each invoice submitted by Crown:

(a) within 14 days of the date of the invoice;  

(b) in full and in cleared funds to a bank account nominated in writing by  Crown; and

(c) time for payment shall be of the essence of the Contract.

9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Crown to the Customer, the Customer shall, on receipt of a valid VAT invoice from Crown, pay to Crown 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.

9.6 If the Customer fails to make any payment due to Crown under the Contract by the due date for payment, then:

(a) the Customer shall pay interest on the overdue amount at the rate of four % per cent per annum above Natwest Bank PLC's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount;

(b) Crown reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

(c) Crown shall be entitled to suspend the provision of the Services;

(d) Crown shall be entitled to recover all reasonable third party costs and expenses (including legal costs and expenses) incurred by Crown with respect to the recovery of any sums due under the Contract.

9.7 The Customer shall pay all amounts due under the Contract in full without any set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Crown may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Crown to the Customer.

10.Cancellation

10.1 The Customer shall not be entitled to cancel, whether in whole or in part, the Services (including the collection of the Mail), except where such cancellation has been notified in writing to Crown 48 hours or more before the scheduled time for collection as set out in the Order. 

10.2 In the event that:

(a) the Customer cancels a collection 48 hours or less before the Collection Time; or

(b) Crown has to cancel a collection due to the Customer’s breach of the Contract, or the SEL Conditions;

Crown shall be entitled to charge the Customer the Cancellation Charges. 

10.3 In the event that the volume of Mail collected is materially less than the amount notified in the Order, in writing to Crown, or otherwise in accordance with clause 5.1(b), Crown shall be entitled to treat such a reduction in the volume as a partial cancellation and to charge such reasonable proportion of the Cancellation Charges as shall be determined by Crown.  In making such a charge, Crown shall have regard to the choice and capacity of vehicle chosen to make such collection. 

10.4 In the event that the volume of Mail collected is greater than the amount notified in the Order, in writing to Crown, or otherwise in accordance with clause 5.1(b), Crown shall not be liable for any failure to collect the entire Mail provided for collection if the Customer has failed to provide notice of the increased volume of the Mail 48 hours before Collection Time. 

11.Intellectual property rights and Markings

11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Crown.

11.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on Crown obtaining a written licence from the relevant licensor on such terms as will entitle Crown to license such rights to the Customer.

11.3 All Crown Materials are the exclusive property of Crown.

11.4 Subject to the payment of the Charges, the Customer shall be granted a non-exclusive, royalty free licence to use the Markings provided that the Markings are used in the exact form and format notified by the Sorting Office or Crown in writing, for the purposes envisaged by the Contract, and for identifying the Mail for collection. 

11.5 The Customer shall:

(a) Not use the Markings in any way which might adversely prejudice this distinctiveness, validity or goodwill of Crown in the Markings;

(b) Not use in relation to the Mail any other markings, Intellectual Property Rights of Crown except the Markings;

(c) Not use the Markings in respect of any Mail or material or for any other purpose other than for the Mail and the Services envisaged by this Contract; and

(d) Notify Crown immediately in the event that it becomes aware of any actual or suspected infringement of the Markings or the Intellectual Property Rights of Crown.

11.6 Except as provided for in clause 11.4, the Customer shall have no rights in respect of the Markings, the Intellectual Property Rights or goodwill associated with them and the Customer hereby acknowledges that except as expressly provided for in the Contract, it shall not acquire any rights in the Markings, the Intellectual Property Rights, and goodwill are, and shall remain, vested in Crown absolutely. 

11.7 Upon the expiry or termination of the Contract for any reason, the Customer shall immediately cease to use any Markings and shall destroy or deliver up to Crown on Crown’s request, all items material or equipment bearing the Markings in the Customer’s possession or control.   

12.Confidentiality

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 12 shall survive termination of the Contract.

13.Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1 Nothing in these Conditions shall limit or exclude Crown's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

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

13.2 Subject to clause 13.1:

(a) Crown shall under no circumstances whatever be liable 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;

(b) Crown shall under no circumstances whatever be liable to the Customer, for any delay in delivery resulting from the unavailability at the delivery address of the named recipient or the impracticability of complying with any special delivery instructions of the Customer; and

(c) Crown shall not be liable for any claim in relation to the loss of or damage to Mail:

(i) containing Prohibited Material or otherwise excluded under the Contract;

(ii)   caused by a latent or inherent defect or the natural deterioration of any contents of the Mail;

(iii) inadequately packaged, incorrectly addressed, or accompanied by incomplete documentation;

(iv) despatched in contravention of the Contract; or

(v) where any person has been fraudulent or dishonest in any way in relation to the Mail.

(d) Crown'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 in no circumstances exceed the total charges for the Services under the Contract.

13.3 The Customer shall indemnify and hold harmless Crown from and against all Claims and Losses arising from loss, damage, liability, injury to the Courier, its employees and third parties by reason of or arising out of any breach of the Customer's obligations under this Agreement. 'Claims' shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and 'Losses' shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

13.4 Each of the parties acknowledges that, in entering into this Contract, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Contract, and any conditions, warranties or other terms implied by statute (including terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982) or common law are excluded from the Contract to the fullest extent permitted by law.

13.5 This clause 13 shall survive termination of the Contract.

14.Termination

14.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party one months' written notice.

14.2 Without limiting its other rights or remedies, 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 the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j)any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(b) to clause 14.2(i) (inclusive);

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

(l) the other party's financial position deteriorates to such an extent that in Crown's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.3 Without limiting its other rights or remedies, Crown may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract or any other contract with Crown on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.

14.4 Without limiting its other rights or remedies, Crown may suspend provision of the Services under the Contract or any other contract between the Customer and Crown if the Customer becomes subject to any of the events listed in clause 14.2(b)) to clause 14.2(m), or Crown reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

15.Consequences of termination

On termination of the Contract for any reason:

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

(b) the Customer shall return all of Crown Materials which have not been fully paid for. If the Customer fails to do so, then Crown 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 this Contract;

(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and

(d) clauses which expressly or by implication survive termination shall continue in full force and effect.

16.Force majeure

16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Crown including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Crown or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

16.2 Crown shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.3 If the Force Majeure Event prevents Crown from providing any of the Services for more than two weeks, Crown shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

17.General

17.1 Assignment and other dealings.

(a) Crown may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

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

17.2 Notices.

(a)Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by   e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17.3 Severance.

(a) 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 shall not affect the validity and enforceability of the rest of the Contract.

(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

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

17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

17.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Crown.

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

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

 

 

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