hurstpark°
thinking outside the lines
Terms and Conditions
  1. INTERPRETATION. In these terms and conditions the following words and expressions shall have the following meanings: - "Affiliate of the Company" means any subsidiary or holding company of the Company and any other subsidiary of that holding company, where 'subsidiary' and 'holding company' shall have the meanings given in s 736 of the Companies Act 1985; "Client" means the party who has engaged the Company to carry out the Contract Work; "Company" means Hurstpark Limited, a company incorporated in England with registration number 3776156 whose registered office is at 17 Portland Place, Epsom, Surrey, KT17 1DL and its servants or agents and any sub-contractors; "Conditions" means the standard terms and conditions set out in this document which (unless the context otherwise requires) includes any special terms and conditions agreed in writing pursuant to clause 2.3; "Confidential Information" means all information of whatever nature relating to the business of the Company (or any Affiliate of the Company) and any of its clients including without prejudice to the generality of the foregoing, all business plans, financial, technical, commercial, management, employee or other information, data, experience and expertise of whatever kind including all readable or computer or other machinery readable information and all other information in a written or oral form disclosed directly or indirectly to the Client, their officers, employees, advisors or agents whether obtained or received as a result of discussions leading up to the entering into of any agreement between the Company and the Client or the activities undertaken pursuant to it; "Contract Price" means the price for which the Company has agreed to carry out the Contract Work which is set out in the Tender or Estimate as applicable exclusive of VAT (unless previously agreed in writing with the Client that it shall include VAT) together with any additional costs set out in clause 5 of these Conditions; "Contract Work" means the work the Company has agreed to carry out for the Client referred to in the Tender or Estimate as applicable; "Document" includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, pictures, designs, documents, manuals, specifications, tape, electronic message or other device embodying visual images and any disk, tape or device embodying any other data; "Estimate" means any estimate submitted by the Company to the Client. "Goods" means any goods which the Company is to supply in accordance with these Conditions; "Input Material" means any Documents or other goods and materials, and any data or other information provided by the Client relating to the Contract Work; "Output Material" means any Document or other goods and materials, and any data or other information provided or produced, designed or created by the Company relating to the Contract Work; "Premises" means the Premises at which the Contract Work is to be performed; "Tender" means any tender, proposal, costing or similar document submitted to the Client by the Company; "Writing" means letter, telex, cable, facsimile transmission, electronic message or any comparable means of communication.
  2. PERFORMANCE OF THE CONTRACT WORK. 2.1 the Company shall provide the Contract Work to the Client in accordance with these Conditions. 2.2 These Conditions shall govern the Contract Work to the exclusion of any other terms and conditions, including any terms and conditions on which the Client may purport to rely. The commencement of the Contract Work shall be deemed conclusive evidence of the Client's acceptance of these Conditions, which shall be construed so as to apply to any additional work arising out of the Contract Work. 2.3 No variation or addition to these Conditions including any special conditions shall be binding unless agreed in writing by an authorised representative of the Company. No variation to the Contract Work by way of addition, omission or other change shall in any way affect or alter these Conditions. The Company's employees or agents are not authorised to make any representations concerning the Contract Work unless confirmed by the Company in writing. Upon commencement of the Contract Work the Client acknowledges that he, she or it does not rely on or waives any claim for breach of any such representations which are not made or confirmed in writing. 2. 4 Any advice or recommendation given by the Company or its employees or agents to the Client which is not given or confirmed in writing by the Company is followed or acted upon entirely at the Client's own risk. 2.5 The Client shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Contract Work within sufficient time to enable the Company to provide the Contract Work. The Client shall ensure the accuracy of all Input Material and shall at its own cost retain duplicate copies of all Input Material and insure against its accidental loss or damage for which the Company shall have no liability however caused. 2.6 Any typographical, clerical or other similar error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. 2.7 The Company may at any time without notifying the Client make any change to the Contract Work, which is necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature of quality of the Contract Work.
  3. ESTIMATES AND TENDERS. 3.1 Tenders and Estimates are provided to the Client by the Company on request. Prices therein are valid for 12 weeks from the date of the estimate. 3.2 No Tender or Estimate issued by the Company is to constitute an offer to supply any goods or services and the Company retains the right to vary the terms therein or to withdraw the Estimate or Tender at any time before an order is submitted by the Client and accepted by the Company.
  4. ORDERS 4.1 No order submitted by the Client shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company's authorised representative. 4.2 The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the Client and for giving the Company all necessary information relating to the Contract Work within a sufficient time to enable the Company to provide the Contract Work in accordance with the Tender or Estimate. No order which has been accepted by the Company may be cancelled by the Client, except with the agreement in writing of the Company and on terms that the Client shall immediately indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation.
  5. PRICE OF THE CONTRACT WORK. 5.1 The Contract Price shall be that set out in the Estimate or Tender. In the event of any inconsistency the latest Estimate or Tender shall prevail. 5.2 The Company reserves the right by giving notice to the Client at any time before completion of the Contract Work to increase the Contract Price to reflect: -
    1. Any increase in the cost to the Company which is due to any factor beyond the control of the Company such as, without limitation, any foreign exchange fluctuation, currency regulation or alteration, alternation of duty, significant increase in the costs of labour, transport or facilities at the Premises;
    2. any change in the Contract Work which is requested by the Client;
    3. Any additional costs which in the Company's sole discretion have been incurred as a result of instructions of the Client or failure of the Client to give the Company adequate information or instructions or any inaccuracy of the Input Material or other cause attributable to the Client.
  6. TERMS OF PAYMENT. 6.1 The Client shall pay the Contract Price in accordance with the Estimate or Tender. The Company reserves the right to request advance payment of part or all of the Contract Price Provided Always that payment of the Contract Price must be made in full within 30 days of the Contract Work being in the opinion of the Company completed. 6.2 The Contract Price and all additional costs payable by the Client pursuant to these Conditions shall be subject to VAT at the appropriate rate and shall not be subject to any set off or deduction by the Client. 6.3 If the Client fails to make payment in full in accordance with these Conditions then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to: - 6.3.1 cancel or suspend the Contract Work and any insurance's it has effected and in the case of cancellation the Client shall pay to the Company such sums set out in paragraph 4.2 above as if the cancellation were made by the Client; and/or 6.3.2 recover all goods and materials forming part or all of the Contract Work wherever the same may be located and the Client shall be responsible for the costs of recovery in addition to any other sum. The Company shall have the right without demand and without notice to enter onto the Client's or any other premises for the purpose of recovering goods or materials pursuant to this clause; and 6.3.3 an indemnity from the Client in respect of all losses and liabilities suffered or incurred by the Company as a result of any action taken by the Company in consequence of the Client's failure to make due payment of the Contract Price or any other sum payable to the Company under these Conditions. 6.4 Time of payment of the Contract Price and any additional costs shall be of the essence. 6.5 Alternative terms as to payment of the Contract Price may be agreed between the Client and the Company however no variation to the terms as to payment shall be binding unless confirmed by an authorised representative of the Company in writing.
  7. DELAY OR NON COMPLETION OF THE CONTRACT WORK. 7.1 The Contract Work will be provided by the Company and/or its authorised representatives on the dates stated in the Estimate or Tender. 7.2 The Company shall not be liable for any delay, non-performance, non-provision or non completion of the Contract Work that is due to the acts or omissions of the Client or that is beyond the Company's reasonable control nor for any consequence thereof howsoever caused. The time for the provision of the Contract Work shall not be of the essence unless previously agreed by the Company in writing. 7.3 If the Company fails to provide the Contract Work for any reason other than any cause beyond the Company's reasonable control or the Client's fault, and the Company is accordingly liable (whether in tort, contract or otherwise) to the Client, the Client shall mitigate their loss, and the following shall apply: - 7.3.1 In the event that the Client is able to obtain the Contract Work (or work that is similar to the Contract Work) from a third party the Company's liability shall be limited to the excess (if any) of the cost to the Client (in the cheapest available market) of obtaining the Contract Work over the Contract Price; or 7.3.2 In the event that the Client is not able to obtain the Contract Work (or work that is similar to the Contract Work) from any third party after having used all reasonable endeavours to do so the Company's liability shall be limited to the Contract Price or such sum as may in all the circumstances be reasonable having regard to the insurance policy that the Company has in place and which it may obtain payment from, in respect of such liability ("the Insurance Limit") in the event that the Insurance Limit is greater than the Contract Price. 7.4 A charge will be incurred in respect of any delays caused to the Contract Work at the Premises by persons other than the Company. Such delay will be charged at an hourly rate per person, a part of an hour being treated as a whole hour for the purpose of calculating the charge. Details of hourly rates are available from the Company at the Client's request.
  8. MATERIALS. 8.1 All goods and materials of whatever description in or forming part of or used and supplied by the Company in connection with the Contract Work shall, unless specifically agreed in writing otherwise, remain the property of the Company and shall be deemed to be on hire to the Client and the Client shall keep the same in good and safe condition at all times and not remove the same from the Premises except with the Company's written consent. In the event of the Client or any person removing, repositioning or otherwise altering the goods and materials in whatever way the Client shall be fully responsible for the same and shall indemnify the Company against any damage or loss howsoever incurred. 8.2 The Company reserves the right to make any changes in any materials which are specified in any Estimate or Tender to conform with any Statutory or EC requirements or where materials specified are no longer readily available or where there is a significant increase in the costs of that material provided that the materials substituted are not materially different in quality and performance to those specified in the Estimate or Tender. 8.3 If the parties agree in writing that on completion of the Contract Work, irrespective of whether any goods remain to be returned to the Company or owner, any identified goods and materials forming the Contract Work shall become the property of the Client (whether or not subject to further payment) the said goods and materials shall immediately become the sole responsibility and risk of the Client whether or not entrusted to the Company for transportation and/or storage. Property in such Goods shall not pass to the Client until the Company has received in cash or cleared funds payment of the Contract Price and any additional costs in full.
  9. CLIENT'S MATERIALS. 9.1 The Client shall be fully responsible for the addition or incorporation of all Input Material into the Contract Work, as the Client requires. 9.2 The Client warrants that it is either the owner or agent of any goods supplied through or on behalf of the Client for use by the Company in connection with the Contract Work and that such goods or materials are of sound construction and are fit and proper for such use as is anticipated in the Contract Work. The Company does not warrant that such goods and materials comprising the Contract Work are fit or suitable for the addition or incorporation of any other materials of any form and the Client shall keep the Company fully indemnified against the consequences of damage to the Company's goods and materials by reason of any work required or undertaken to the Contract Work by the Client or by any other persons acting on the Client's instructions. 9.3 All goods and material supplied by the Client or by any party other than the Company shall remain at the sole risk of its owner and the Client shall indemnify the Company against any claims in respect of any loss or destruction or any damage to any such goods or materials whether or not there has been any negligence by the Company. The Client shall insure, at its own expense, such goods and materials. 9.4 All Client's materials or property held by the Company wherever and for whatever duration shall unless otherwise agreed remain at all times the responsibility of the Client who shall keep the same suitably insured. The Client will indemnify the Company in respect of any loss or liability arising or incurred in respect of or as a consequence of the storage of the Client's goods howsoever caused.
  10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY. 10.1 All Intellectual Property rights (including without limitation, trademark, copyright, patent, moral rights, performance rights, data and archive rights, design rights, rights to confidential information, broadcasting and publishing rights and advertising, sponsorship or endorsement rights) ("Intellectual Property Rights") created by or arising out of the Contract Work or the Output Material shall, unless otherwise agreed in writing between the Client and Company shall vest in and belong to the Company, subject only to the right of the Client to use the Output Material for the purposes of the Contract Work. The Client shall not copy, reproduce or divulge in whole or in part any Output Material to any person and any such items coming into the possession of the Client shall be returned to the Company on or before completion of the Contract Work or on demand. The Client shall at any time at the request of the Company and without being entitled to any payment therefor sign all documents reasonably required by the Company to vest or otherwise perfect the ownership of such Intellectual Property in the Company. 10.2 In the event that the Contract Work includes the creation, design, provision or production by the Company of any work in which any Intellectual Property Rights or any right of ownership is capable of existing including the creation of slogans and logos, (and all goodwill attached thereto) they shall at all times belong to the Company irrespective of whether the Input Material belongs to the Client and the Client shall not exploit or utilise in any way the Intellectual Property Rights unless the Company shall agree in writing. 10.3 The Client warrants that any Input Material and its use by the Company for the purpose of providing the Contract Work will not infringe the Intellectual Property Rights or any other rights of any third party and the Client shall indemnify the Company against loss, damages, costs, expenses or other claims arising from any such infringement. 10.4 The Client undertakes to the Company to keep confidential all Confidential Information. The Client shall not use without the prior written consent of the Company any Confidential Information other than for the purposes of the agreement between them nor disclose the Confidential Information to any personnel (meaning any director, officer, employee, agent (and their officers, employees, and agents) and any subcontractor of the Client) other than personnel who for the purposes of the agreement between the Company and the Client need to receive the Confidential Information. 10.5 The Client undertakes to ensure that its personnel shall be bound by this duty of confidence. The Company may require any personnel to sign a confidentiality undertaking in relation to the Confidential Information. 10.6 The Client agrees to destroy upon demand at any time and without delay any Confidential Information (and confirm in writing that they have done so) or upon request at any time immediately return any Confidential Information to the Company. 10.7 The Client agrees that any breach of clause 10.4 above may result in serious damage being sustained by the Company or an Affiliate of the Company and the Client hereby unconditionally agrees to: - 10.7.1 indemnify and keep indemnified the Company and any Affiliate of the Company fully for any losses, damages or expenses that may be occasioned by any such breach; and 10.7.2 waive any rights to oppose the granting of any equitable relief (including injunctive relief) sought by the Company or any Affiliate of the Company in relation to any threatened or actual breach of clause 10.4 above.
  11. WARRANTIES AND LIABILITIES. 11.1 The Company warrants to the Client that the Contract Work will be provided using reasonable care and skill as far as reasonably possible, in accordance with the Estimate or Tender. 11.2 The above warranty is given by the Company subject to the following conditions: - 11.2.1 The Company shall be under no liability arising from any drawing, design, instruction or specification supplied by the Client including the Output Material; and 11.2.2 The Company shall be under no liability arising from any goods belonging to the Client used by the Company in the Contract Work in accordance with clause 9 hereof. 11.3 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Client by reason of any representation, misrepresentation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise), which arise out of or in connection with the Contract Work and the entire liability of the Company under or in connection with the Contract Work (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the Contract Price (except as expressly provided in these Conditions) or such sum as may in all the circumstances be reasonable having regard to the insurance policy that the Company has in place and which it may obtain payment from, in respect of such liability ("the Insurance Limit") in the event that the Insurance Limit is greater than the Contract Price.
    11.4 The Client shall whether or not there has been any negligence by the Company indemnify the Company against any claims or losses arising from any loss or destruction or damage arising out of or occurring to all persons, goods and materials used or in connection with the Contract Work which occurs other than at the premises of the Company and shall remain liable for the full Contract Price in the event of there being any such loss or destruction of or any damage to the goods or materials used or supplied in the Contract Work and the Client shall fully insure the goods and materials at its own expense and produce evidence of insurance if requested by the Company. 11.5 The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to Contract Work, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier's reasonable control: - 11.51 Act of God, abnormal weather conditions, explosion, flood, tempest, fire or accident; 11.5.2 War or threat of war, sabotage, insurrection, riot, civil disturbance or requisition including the overthrowing of the existing government or regime, nuclear explosions whether accidental or deliberate; 11.5.3 Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any Governmental, Parliamentary or Local Authority; 11.5.4 Import or export regulations or embargoes; 11.5.5 Strikes, embargoes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); 11.5.6 Difficulties in obtaining materials, labour, fuel, parts or machinery; 11.5.7 Power failure or breakdown in any machinery. 11.6 The Company hereby disclaims all responsibility (to a maximum extent that the law permits) for all and every loss suffered by the Client as a result of the Contract Work.
  12. CLIENT'S INSURANCE AND CONSENTS. 12.1 The Client shall be responsible for effecting all necessary insurance's, including adequate public liability insurance's of the goods, materials and equipment forming or used in connection with the Contract Work except when at the Company's premises including insurance of the Premises and such other insurance as is required. The Company shall not have any obligation to effect any such insurance unless requested by the Client. It is specifically drawn to the Client's attention that the Company will not accept responsibility for any losses, including any consequential losses, arising as a result of delay in the completion of or damage to or loss of the Contract Work or any goods or materials forming the Contract Work except as provided herein. 12.2 The Client shall indemnify the Company in respect of all losses or liabilities (including legal costs) suffered or incurred in the event of any failure of the Client to comply with any condition imposed in respect of the Premises by the owners of the Premises or by local or other authorities or such other persons whose consent or authorities may be required prior to or during the Contract Work and ensure that all necessary licences have been obtained and ensure that the Premises are suitable for the purpose of the Contract Work and that there is suitable access and egress from the Premises. 12.3 The Client shall ensure that access to the Premises is given in sufficient time to enable the Company to complete the Contract Work and it shall be the responsibility of the Client to enquire of the Company as to the time required for completion of the Contract Work. 12.4 The Client shall indemnify the Company in respect of all losses damages costs claims or expenses (including legal costs) incurred or suffered by the Company in the provision of the Contract Work including without prejudice to the generality of the foregoing any claims brought by third parties against the Company.
  13. INSOLVENCY OF CLIENT. 13.1 This clause shall apply if: - 13.1.1 The Client makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or 13.1.2 The Client ceases, or threatens to cease, to carry on business; or 13.1.3 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly. 13.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract Work or suspend any further work on the Contract Work without any liability to the Client, and if the Contract Work has commenced or been completed the Contract Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
  14. INTERNET SERVICES. 14.1 In the event that the Contract Work includes or involves any services that are provided in any way online or over or through the internet, or over or through a web-site or any other electronic means of communication ("Internet Services") the following provisions shall apply: - 14.1.1 The Client appreciates that the Company may rely on third parties to assist it in the provision of the Internet Services, and the Client agrees that the Company shall have no liability whatsoever to the Client or be deemed to be in breach of any obligations that the Company may have to the Client under any agreement between the Client and the Company, because of any delay or failure in the provision to or on behalf of the Client of the Internet Services if the delay or failure was due to any cause beyond the reasonable control of the Company. The Company shall not in any event, be liable for any loss or damage whatsoever to the Client or any third party that results from interruptions or suspensions to or downtime of the Internet Services (including without limitation any failure or suspension of any ISDN line that is being relied on or used in the provision of the Internet Services) or in the event that the Internet Services are interrupted for maintenance, repairs, changes or upgrades. 14.1.2 The Client's use of the Internet Services, is at their sole risk, and any data and/or material downloaded by the Client or otherwise obtained by the Client through the Internet Services is at the Client's own discretion and the Client will be solely responsible and the Company shall not be liable for any damage caused to any computer system (whether belonging to the Client or otherwise) or any loss of data that results from the Client downloading or receiving material or data through the Internet Services (whether due to the incompatibility of the Client's computer system with the Internet Services or otherwise). 14.1.3 The Company does not provide any warranty or any other contractual obligation as to the accuracy or quality of any information, data or content that is received by or transmitted on behalf of the Client in the Company's provision of the Internet Services. The Company shall not be liable for any loss or damage caused by any data, information, or material that is transmitted in digital form via the Internet. 14.1.4 The Company reserves the right to modify, alter or discontinue any aspect of the Internet Services without notice to the Client and without any liability to the Client or to any third party where because of matters beyond the reasonable control of the Company such an aspect of the Internet Services is no longer readily available or where the cost to the Company of providing such an aspect of the Internet Services to the Client has increased significantly beyond the cost that was envisaged by the Company at the time when it initially agreed to provide the Internet Services to the Client. 14.1.5 The Company shall not in any event be liable to the Client whatsoever for any loss of business contract, loss of profit or loss of anticipated savings or for any other indirect, special, incidental or consequential or economic loss or punitive damages whatsoever in connection to the Company's provision or failure to provide the Internet Services. The Company excludes all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Internet Services to be supplied by the Company whether imposed by statute or operation of law otherwise, that are not expressly stated in these Conditions including, without limitation, the implied warranty of standard, quality and fitness for a particular purpose. 14.1.6 The Company cannot ensure exclusion of viruses from the Internet Services and no liability is accepted by the Company for viruses, logic bombs or any other invasive programmes which may be introduced to the Client's (or any third party's) computer system from or through the Internet Services. The Client is accordingly recommended to take all appropriate safeguards before downloading any information, data, or any other material whatsoever from or through the Internet Services. 14.1.7 The Company cannot ensure that the Client's use of the Internet Services are entirely free from any intrusion from any third parties (whether damaging or not) including (without limitation) any hackers. The Company accordingly accepts no liability for any intrusion or damage to the Client's or any third party's computer system, or any breach of security, or any input or damage caused by any third party through the Internet Services. 14.1.8 Third party web sites may be linked to Internet Services, and these third party links are accessed by the Client entirely the Client's own risk. The Company accepts no responsibility or liability whatsoever for the content, availability or effect of any such third party linked web sites. 14.1.9 In the absence of written agreement signed by the Company to the contrary, all and any Intellectual Property Rights out of or in the provision of the Internet Services and any information and material that is supplied by the Company to the Client in relation to the Internet Services in physical form or in digital form via the internet shall be vested in, and retained and owned by the Company and nothing in these Conditions or in the Company's provision of the Internet Services shall operate to transfer any such Intellectual Property Rights to the Client.
  15. GENERAL. 15.1 Unless any complaint is made to the Company as soon is reasonably possible and in any case not later than 21 working days after the date that the cause of the complaint arising comes to the attention of the Client and is confirmed to the Company in writing within a further 10 working days the Contract Work will be deemed to have been satisfactorily undertaken and the Client shall have no rights against the Company in respect of any defects in the Contract Work. 15.2 Unless otherwise agreed all goods and materials used in connection with the Contract Work shall be transported by the Company at the risk of the Client and where transported by the Client or on the Client's behalf other than by the Company the Client shall indemnify the Company against any and all consequences arising from loss, delay or other mishap and the Client shall ensure that the property of the Company placed in the possession of the third party in connection with the execution of the Contract Work is kept safe and shall indemnify the Company against loss of damage and any consequence thereof. 15.3 The Client is bound in all respects by these conditions and in addition shall be bound by and is deemed to have full knowledge of any additional conditions and regulations of the Company. 15.4 The parties agree that these Conditions constitute the entire agreement between the parties and supersede any previous agreement. All other terms and conditions express or implied by statute or otherwise is excluded to the fullest extent permitted by law. 15.5 The disclaimers, exclusions and indemnities set forth herein are considered reasonable by the parties at the time of agreement. In the event such disclaimers, exclusions or indemnities are held not to be enforceable or available by any competent authority but would be enforceable or available in whole or in part if the language thereof was amended or restricted then the parties agree the language thereof may be so amended or restricted as to give the maximum benefit thereof to the Company as is then permitted by law. 15.6 No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. 15.7 The Contract shall be governed by the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts. 15.8 Nothing in these Conditions shall constitute or be deemed to constitute a partnership between the Company and the Client and nothing in these Conditions shall be deemed to constitute either the Company or the Client as the agent of the other and neither of them shall have any authority to bind the other in any way. 15.9 The Client will comply with all relevant UK data protection legislation (including without limitation the Data Protection Act 1998 and all subordinate legislation) ("Data Protection Legislation") in respect of any data provided by it to the Company under the terms of or in connection to any agreement between the Client and the Company. The Client shall indemnify the Company against any loss or damage that the Company may suffer or incur as a result of any breach by the Client of any Data Protection Legislation including (without limitation) any loss or damage that the Company may suffer or incur as a result of the failure of the Client to obtain any appropriate consents from any data subjects to the transfer or use by it or the Company of data relating to them (whether contained in the Output Material or otherwise). 15.10 For the purposes of the Contracts (Rights of Third Parties) Act 1999 these Conditions are not intended to and do not give any person who is not a party to them any right to enforce any of their provisions other than an Affiliate of the Company that has a right (of indemnity or otherwise) under these Conditions in respect of the actions of the Client.
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