Terms and Conditions

1. Parties to the contract

 

1.1 Parties to the contract are Site Sentinel Solutions Limited (hereinafter referred to as "Site Sentinel") with a registered office at 87 Church Road Hove BN3 2BB (Company Number 12628180) and the Customer, who is acting for the purposes of their trade, business or profession and is not a consumer.

 

2. Contracts and offers

 

2.1 Unless agreed otherwise, the Agreement will come into effect upon the earlier of receipt of the order confirmation from Site Sentinel and when Site  Sentinel starts fulfilling the order. This is deemed to be the case even if, prior to an agreement being reached on all aspects of the order, Site Sentinel starts fulfilling the order with the customer’s knowledge and the customer fails to promptly object.

 

2.2 The dates or periods for services to be provided, as specified in the Agreement, shall only be binding if Site Sentinel has expressly stipulated in writing that they are binding.

 

2.3 All offers of Site Sentinel are non-binding unless expressly stated otherwise in the offer.

 

3. Interpretation

 

3.1 The following definitions and rules of interpretation apply in this agreement.

 

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

 

Commencement Date: the date that the Order Form has been accepted in accordance with clause 2.

 

Data Protection Regulations: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

 

Delivery: the transfer of physical possession of the Equipment to the Customer at the Site.

 

Equipment: the items of equipment listed in the Order Form, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.

 

Order Form: the order form signed by the Customer and accepted by Site Sentinel

 

Payment Schedule: the Order Form sets out the sums payable under this agreement.

 

Rental Payments: the payments made by or on behalf of Customer for hire of the Equipment.

 

Rental Period: the period of hire as set out in the Order Form.

 

Risk Period: the period during which the Equipment is at the sole of the risk of the Customer as set out in clause 6.2.

 

Site: the Customer's premises or such areas under their control as stated in the Order Form.

 

Software: the software services required to control the Equipment which are installed in certain parts of the hardware and accessed by the Customer and the end users via www.sitesentinel.co.uk and as more particular detailed in the Order Form. 

 

Total Loss: the Equipment is, in Site Sentinel's reasonable opinion, damaged beyond repair, lost, stolen, seized or confiscated.

 

VAT: value added tax chargeable in the UK.

 

3.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

 

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

 

3.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedules. 

 

3.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 

 

3.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

 

3.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

 

3.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

 

3.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

 

3.10 A reference to writing or written includes fax and email.

 

3.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

 

3.12 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule. 

 

3.13 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.

 

4. Equipment hire and Software

 

4.1 Site Sentinel shall hire the Equipment to the Customer for use at the Site subject to the terms and conditions of this agreement. 

 

4.2 Site Sentinel shall not, other than in the exercise of its rights under this agreement or applicable law, interfere with the Customer's quiet possession of the Equipment.

 

4.3 The operation and efficacy of the Equipment is dependant upon the Software and Site Sentinel shall install the Software on the relevant hardware and provide access to the Customer and their end users to the Software solution.

 

4.4 The Software is licensed to the Customer on a personal, non-transferable and non-exclusive basis in accordance with the following terms www.sitesentinel.co.uk for the Rental Period.

 

4.5 The fee for the above license is stated in the Order Form and clause 6 shall apply.

 

5. Rental Period

 

The Rental Period starts on the Commencement Date and shall continue for a period stated in the Order Form unless this agreement is terminated earlier in accordance with its terms.

 

6. Rental Payments and Deposit

 

6.1 The Customer shall pay the Rental Payments to Site Sentinel in accordance with the Payment Schedule. The Rental Payments shall be paid in £sterling and shall be made by electronic bank transfer.

 

6.2 The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law. 

 

6.3 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

6.4 If the Customer fails to make a payment due to Site Sentinel under this agreement by the due date, then, without limiting Site Sentinel's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

 

6.5 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%.

 

7. Delivery and installation

 

7.1 Delivery of the Equipment shall be made by Site Sentinel. Site Sentinel shall use all reasonable endeavours to effect Delivery by the Commencement Date. Risk shall transfer in accordance with clause 8 of this agreement.

 

7.2 Site Sentinel shall at the Customer's expense install the Equipment at the Site. The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by Site Sentinel, the Customer's duly authorised representative shall sign a receipt confirming such acceptance.

 

7.3 To facilitate Delivery and installation, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously.

 

7.4 If the Customer fails to accept delivery of the Equipment on the Commencement Date, then, except where such failure is caused by Site Sentinel's failure to comply with its obligations under this agreement:

 

(a) the Equipment shall be deemed to have been delivered at 9.00 am on the Commencement Date; and

 

(b) Site Sentinel shall store the Equipment until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

 

8. Title, risk and insurance

 

8.1 The Equipment shall at all times remain the property of Site Sentinel, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this agreement). 

 

8.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to Site Sentinel. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:

 

(a) insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as Site Sentinel may from time to time nominate in writing;

 

(b) insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as Site Sentinel may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and

 

(c) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as Site Sentinel may from time to time consider reasonably necessary and advise to the Customer.

 

8.3 All insurance policies procured by the Customer shall be endorsed to provide Site Sentinel with at least twenty Business Days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on Site Sentinel's request name Site Sentinel on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.

 

8.4 The Customer shall give immediate written notice to Site Sentinel in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer's possession or use of the Equipment.

 

8.5 If the Customer fails to effect or maintain any of the insurances required under this agreement, Site Sentinel shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.

 

8.6 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Site Sentinel and proof of premium payment to Site Sentinel to confirm the insurance arrangements.

 

9. Customer's responsibilities

 

9.1 The Customer shall during the term of this agreement:

 

(a) ensure that the Equipment is kept and operated in a suitable environment used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Site Sentinel;

 

(b) take such steps (including compliance with all safety and usage instructions provided by Site Sentinel) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

 

(c) maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;

 

(d) make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment unless the component (or components) is (or are) replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved or advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in Site Sentinel immediately on installation;

 

(e) make no alteration to addition to the Software or install any additional software or application to the Equipment;

 

(f) keep Site Sentinel fully informed of all material matters relating to the Equipment;

 

(g) keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without Site Sentinel's prior written consent;

 

(h) permit Site Sentinel or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter on the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

 

(i) maintain operating and maintenance records of the Equipment and make copies of such records readily available to Site Sentinel, together with such additional information as Site Sentinel may reasonably require;

 

(j) not, without the prior written consent of Site Sentinel, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

 

(k) not without the prior written consent of Site Sentinel, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify Site Sentinel against all losses, costs or expenses incurred as a result of such affixation or removal;

 

(l) not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of Site Sentinel in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that Site Sentinel may enter such land or building and recover the Equipment both during the term of this agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of Site Sentinel of any rights such person may have or acquire in the Equipment and a right for Site Sentinel to enter onto such land or building to remove the Equipment;

 

(m) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify Site Sentinel and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify Site Sentinel on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

 

(n) not use the Equipment for any unlawful purpose or for any other reason than is identified in the Order Form;

 

(o) ensure that at all times the Equipment remains identifiable as being Site Sentinel's property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;

 

(p) deliver up the Equipment at the end of the Rental Period or on earlier termination of this agreement at such address as Site Sentinel requires, or if necessary allow Site Sentinel or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and

 

(q) not do or permit to be done anything which could invalidate the insurances referred to in clause 8.

 

9.2 The Customer acknowledges that Site Sentinel shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer shall indemnify Site Sentinel in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Site Sentinel arising out of, or in connection with any failure by the Customer to comply with the terms of this agreement.

 

10. Warranty

 

10.1 Site Sentinel warrants that the Equipment shall substantially conform to its specification (as made available by Site Sentinel), be of satisfactory quality and fit for any purpose held out by Site Sentinel. Site Sentinel shall use all reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself within twelve months from Delivery, provided that:

 

(a) the Customer notifies Site Sentinel of any defect in writing within three Business Days of the defect occurring;

 

(b) Site Sentinel is permitted to make a full examination of the alleged defect;

 

(c) the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than Site Sentinel's authorised personnel;

 

(d) the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and

 

(e) the defect is directly attributable to defective material, workmanship or design.

 

10.2 Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by Site Sentinel, the Customer shall be entitled only to such warranty or other benefit as Site Sentinel has received from the manufacturer.

 

10.3 If Site Sentinel fails to remedy any material defect in the Equipment in accordance with clause 10.1, Site Sentinel shall, at the Customer's request, accept the return of part or all of the Equipment and make an appropriate reduction to the Rental Payments payable during the remaining term of the agreement and, if relevant, return any Deposit (or any part of it).

 

11. Data Protection

 

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

 

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer and/or end user is the controller and Site Sentinel is the processor. Details of the processing activities of Site Sentinel are available in the associated DPIA.

 

11.3 Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Site Sentinel for the duration and purposes of this agreement.

 

11.4 Without prejudice to the generality of clause 11.1, Site Sentinel shall, in relation to any personal data processed in connection with the performance by Site Sentinel of its obligations under this agreement:

 

(a) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

 

(b) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

 

(c) not transfer any personal data outside of the European Economic Area;

 

(d) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

 

(e) notify the Customer without undue delay on becoming aware of a personal data breach;

 

(f) at the written direction of the Customer, delete or return personal data and copies to the Customer on termination or expiry of the agreement unless required by Data Protection Legislation to store the personal data; and

 

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and immediately inform the Customer if, in the opinion of Site Sentinel, an instruction infringes the Data Protection Legislation.

 

11.5 The Customer does not consent to Site Sentinel appointing any third party processor of personal data under this agreement. 

 

12. Limitation of liability

 

12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

12.2 Nothing in this agreement limits any liability which cannot legally be limited including liability for:

 

(a) death or personal injury caused by negligence; 

 

(b) fraud or fraudulent misrepresentation;

 

(c) breach of the terms implied by section 7 of the Supply of Goods and Services Act; 

 

(d) any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.

 

12.3 Subject to clause 12.2, Site Sentinel's total liability to the Customer shall not exceed the amount received from the Customer in Rental Payments under this Agreement.

 

12.4 Subject to clause 12.2, Site Sentinel shall not be liable under this agreement for any:

 

(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.

 

12.5 Subject to clause 12.2, all implied terms and conditions as to the quality or performance of the Equipment and any other goods or services provided under this agreement are, to the fullest extent permitted by law, excluded from this agreement.

 

13. Termination

 

13.1 Without affecting any other right or remedy available to it, Site Sentinel may terminate this agreement with immediate effect by giving written notice to the Customer if:

 

(a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment;

 

(b) the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;

 

(c) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

 

(d) the Customer 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 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

 

(e) the Customer 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 other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

 

(f) the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

 

(g) 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 the Customer (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

 

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

 

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

 

(j) a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;

 

(k) a creditor or encumbrancer of the Customer 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 the Customer's assets and such attachment or process is not discharged within 14 days;

 

(l) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(d) to clause 13.1(k) (inclusive);

 

(m) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or;

 

(n) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

 

13.2 For the purposes of clause 13.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which Site Sentinel would otherwise derive from:

 

(a) a substantial portion of this agreement; or

 

(b) any of the obligations set out in clause 8,

 

over the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

 

13.3 This agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment.

 

14. Consequences of termination

 

14.1 On termination of this agreement, however caused:

 

(a) Site Sentinel's consent to the Customer's possession of the Equipment and licence to the Software shall terminate;

 

(b) Site Sentinel may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and

 

(c) without prejudice to any other rights or remedies of the Customer, the Customer shall pay to Site Sentinel on demand:

 

(i) all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.4; and

 

(ii) any costs and expenses incurred by Site Sentinel in recovering the Equipment or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs).

 

14.2 On termination of this agreement pursuant to clause 13.1, any other repudiation of this agreement by the Customer which is accepted by Site Sentinel or pursuant to clause 13.3, without prejudice to any other rights or remedies of Site Sentinel, the Customer shall pay to Site Sentinel on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period.

 

14.3 The sums payable pursuant to clause 14.2 shall be agreed compensation for Site Sentinel's loss and shall be payable in addition to the sums payable pursuant to clause 14.1(c). Such sums may be partly or wholly recovered from any Deposit.

 

14.4 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

 

14.5 Termination or expiry of this agreement shall not affect any 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 agreement which existed at or before the date of termination or expiry.

 

15. Force majeure

 

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for eight weeks, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

 

16. Confidential information

 

16.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2

 

16.2 Each party may disclose the other party's confidential information:

 

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with clause 16; and

 

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

16.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

 

17. Boilerplate Provisions

 

17.1 This agreement 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.

 

17.2 The Agreement entered into between Site Sentinel and the customer and its implementation shall be governed exclusively by English law to the exclusion of international uniform law including the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Sales Convention).

 

17.3 The place of jurisdiction for all legal disputes arising out of the Agreement entered into between Site Sentinel and the customer is the courts of England.

 

17.4 This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

 

17.5 All agreements between the customer and Site Sentinel and any legally relevant declarations (e.g. notice, withdrawal, set-off) are only valid if they have been made in writing.

 

17.6 If one or several provision(s) of the Agreement between Site Sentinel and the customer become(s) invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions of the Agreement. Instead of the invalid or unenforceable provision(s) the parties to the Agreement shall agree a provision that most closely reflects the commercial purpose of the invalid or unenforceable provision. If there is a gap or omission in the Agreement that cannot be remedied by construing the other provisions, the provision agreed between the parties to the Agreement that most closely reflects the commercial interests of the parties had they considered this point shall be deemed to remedy the omission.

 

17.7 Unless expressly stated otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.