We will have no liability to You under this Agreement if We are prevented from or delayed in performing the Services, or from carrying on Our business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, terrorism, malicious damage, unforeseeable disease, epidemics or pandemics (including any unforeseeable escalation of the existing Covid-19 disease or other pandemics), compliance with any new or amended law or governmental order, rule, regulation, direction or advice, accident, breakdown of plant or machinery, fire, flood, storm, or default or non-performance of suppliers or sub-contractors, provided that You are notified of such an event and its expected duration.
No variation of this Agreement will be valid unless it is in writing and signed by each of You and Us.
A waiver of any right under this is only effective if it is in writing. No failure or delay by a party in exercising any right or remedy under this Agreement or by law will constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.
If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
This Agreement constitutes the whole agreement between You and Us and supersedes all previous agreements between You and Us relating to its subject matter. You and We acknowledge that, in entering into this Agreement, We and You have not relied on, and will have no right or remedy in respect of, any statement, representation, misrepresentation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause 8.5 will limit or exclude any liability for fraud.
You will not, without our prior written consent, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of your rights or obligations under this Agreement.
We may at any time assign, transfer, charge, mortgage or deal in any other manner with all or any of our rights under this Agreement and may subcontract or delegate in any manner any or all of our obligations under this Agreement to any third party or agent.
Nothing in this Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between You and Us, or constitute either party the agent of the other party for any purpose. Neither party will have authority to act as agent for, or to bind, the other party in any way.
No person who is not a party to this Agreement will have any right to enforce it pursuant to the Agreements (Rights of Third Parties) Act 1999.
If any dispute arises in connection with your status as a Registered Signatory by Us and/or any complaints received by the Company in relation to the conduct of any of our employees, agents or representatives, You and We will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the mediation will start, unless otherwise agreed by You and Us, within 28 days of one party issuing a request to mediate to the other. Unless otherwise agreed by You and Us, the mediator will be nominated by CEDR. The mediation will take place in London, England and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales. If the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the parties may agree in writing, either You or Us may commence an action in the courts in accordance with clause 10.