Terms and Conditions for the Provision of Fulfilment Services

1.    INTERPRETATION AND DEFINITIONS
These terms and conditions (“Conditions”) shall be interpreted in accordance with the rules and definitions set out in the Annex.
2.    BASIS OF CONTRACT
2.1    The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2    The Order shall only be deemed to be accepted when a duly authorised representative of signs the Order, at which point and on which date the Agreement shall come into existence (Commencement Date). 
2.3    These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4    If there is any conflict or inconsistency between these Conditions and the provisions of the Order, the provisions in these Conditions shall prevail.
3.    DURATION
3.1    The Agreement shall start, and Whistl shall provide the Services to the Client from the Commencement Date. Unless and until terminated earlier in accordance with its terms, the Agreement shall continue for the Initial Term stated in the Order (“Initial Term”) and shall automatically extend for a period of 12 months (“Extended Term”) at the end of the Initial Term and at the end of the Extended Term and then at the end of each further Extended Term. 
4.    MATERIAL INFORMATION
4.1    The Client hereby warrants, represents and undertakes that it has disclosed all facts and matters which are of relevance to planning and provision of the Services. The Client will, and will continuously throughout the Term, keep the Services under review in the context of the Client’s other business operations and shall immediately notify Whistl of any material change which may affect the Services, or Whistl’s ability to perform its obligations under the Agreement. 
4.2    In the event of a material change, or where relevant facts and matters were or become inaccurate during the Term, Whistl shall be entitled to increase the Charges.
5.    SERVICES AND SERVICE LEVELS
5.1    Whistl shall provide the Services (i) in accordance with Good Industry Practice, (ii) using suitably qualified, adequately trained personnel, and (iii) in accordance with any Service Levels.
5.2    The Client shall (i) comply with all the Client's Responsibilities set out in the Order, (ii) ensure that it has, and will maintain, all consents, rights, licences and approvals necessary for the Services and/or the Agreement, and (iii) make such parts of the Client's Operating Environment available to Whistl as Whistl may reasonably require to enable it to provide the Services.
5.3    Whistl will use its reasonable endeavours to ensure that each of the Services is available for use by the Client during the Warehouse Operating Hours.
5.4    The Client acknowledges and agrees that it receives the Services as part of a shared environment, and that Whistl shall be providing similar and other services to its other customers. 
5.5    Whistl shall (on its own behalf and as agent for any assignee of its invoices) have a general and particular lien on the goods, stock, items and/or equipment in its warehouses (and any associated documentation or records) as security for payment of all sums (whether due or not) claimed by Whistl from, or actually or prospectively payable to Whistl by, the Client on any account (relating to the goods, stock, items and/or equipment or not). Where a lien secures sums payable to, or claimed by, Whistl, it shall continue to apply to such goods, stock, items and/or equipment to cover those sums notwithstanding any transfer of ownership of them, or change of customer. Storage shall be charged for any goods, stock, items and/or equipment detailed under lien or where Whistl is required by any competent authority to retain them.
6.    EFFECT OF CLIENT'S DEFAULTS
6.1    If Whistl would have been able to successfully achieve or procure the successful achievement of an agreed date for performance, Service Level or other obligation, but has failed to do so as a result of a Default by the Client or other delay, act or omission of the Client (or its employees, subcontractors, agents or other representatives), Whistl shall be allowed an extension of time to achieve the relevant performance criteria or obligation equal to the delay caused by that Default, delay, act or omission.
6.2    If Whistl has incurred any losses or any additional coss or expenses as a result of any such Default, delay, act or omission, Whistl shall, also be entitled to charge, and the Client will pay, such amount as would place Whistl in the same position it would have been in, had the Default, delay, act or omission not occurred. 
7.    PRICE
7.1    In consideration of the provision of the Services, the Client shall pay the Charges to Whistl.
7.2    Whistl may increase the Charges by giving at least 30 days’ written notice (i) to incorporate any increases in the living wage (or other applicable minimum wage) in each case as set by the United Kingdom government from time to time, (ii) to incorporate any increase in the Retail Prices Index (as published by the Office for National Statistics from time to time) or any replacement of that index, (iii) to take account of any costs or other liabilities arising from changes in applicable law, or (iv) to incorporate any increase in the cost of energy, real estate, materials, fuel or any other cost connected with, or related to, the provision of the Services.
7.3    Whistl shall be entitled to reimbursement from the Client of Whistl’s reasonable expenses directly incurred in performance of the Services from time to time, to be paid by the Due Date following invoice of the same. Any single expense which is in excess of £1,000 plus VAT shall be agreed between the parties in advance of being incurred.
8.    INVOICING AND PAYMENT
8.1    Whistl shall invoice the Client for Charges (except Transitional Assistance Service Charges and Termination Compensation) weekly in arrears. The Transitional Assistance Service Charges and (where applicable) Termination Compensation will each be invoiced on service of a notice of termination.
8.2    The Client shall pay all invoices, by direct debit, in full and in cleared funds, without deduction, withholding or set off, within 21 days of the date of the invoice (“Due Date”). For the full period of the Agreement, the Client must maintain in place a valid direct debit mandate for payments of the Charges. 
8.3    If the Client receives an invoice which it reasonably and in good faith believes includes a sum which is not valid and properly due the Client shall notify Whistl in writing within 7 days of the date of the invoice. 
8.4    Whistl shall maintain accurate records of, and supporting documentation for, all amounts which may be chargeable to the Client pursuant to the Agreement for a period of 3 years from the date of provision of the Services. 
8.5    If there is a Payment Default for any reason, (without prejudice to any other rights or remedies that it may have) Whistl may (in its sole discretion):
8.5.1    immediately suspend all, or any part, (at Whistl’s discretion) of the Services until payment is made in full of all outstanding amounts; and/or 
8.5.2    charge the Client interest on the overdue amount in accordance with the Late Payment of Commercial Debts Act 1998. 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 Client shall pay the interest together with the overdue amount; and/or 
8.5.3    change the payment terms set out in the Agreement, by giving the Client at least 7 days’ written notice; and/or 
8.5.4    notify the Client in writing that its goods, stock, items and/or equipment may be, or are being, sold or otherwise disposed of. Whistl will allow 14 days for payment from the date of such notice before it effects sale or disposal. On expiry of the period, if such payment has not been made Whistl may sell or otherwise dispose of the goods, stock, items and/or equipment (or any part of them) at the Client’s entire risk and expense by such method and at such price (if any) as Whistl considers appropriate. Whistl will account to the Client for any proceeds of sale or disposal after deduction of all expenses and amounts claims by Whistl and any assignee of its invoices. Whistl will not be liable for any alleged failure to achieve a sufficient sale price for the goods, stock, items and/or equipment. Whistl (and any person deriving title to goods, stock, items and/or equipment through it) shall be entitled to use under licence in connection with the disposal of Goods any copyright material or trademarks, and pass on any manufacturer’s standard warranty, relating to them which would be available to any authorised retailer of goods, stock, items and/or equipment. Notice or action by Whistl under this clause shall not in itself terminate Agreement unless Whistl expressly states so. The time periods in this clause may be extended by Whistl in its discretion.
8.6    All sums payable by either party under the Agreement shall be paid in Pounds Sterling.
8.7    The Charges are stated exclusive of VAT and any other taxes, duties or government levies which, if applicable, shall be paid by the Client at the prevailing rate. 
9.    SUPPLY CHAIN
Whistl shall be entitled to engage subcontractors of Whistl’s own chosing, including (without limitation) delivery and other logistics providers, to perform any aspect of Whistl’s obligations under the Agreement.
10.    IPRS
10.1    Neither party shall acquire any right, title or interest in, or to, the IPRs of the other party or its licensors.
10.2    Whistl hereby grants to the Client a non-exclusive, non-transferable licence to use Whistl's Background IPRs and the Software during the Initial Term (and any Extended Term) purely for the purpose of, and only to the extent necessary for, enjoyment of the Services by the Client.
10.3    The Client hereby grants to Whistl a royalty-free, non-exclusive, non-transferable licence during the term of the Agreement to use the Client's Assets, the Client’s documentation, processes and procedures; and the Client's Data and the database provided to Whistl by the Client, including the right to grant sub-licences to its subcontractors, as necessary for the performance of the Services.
10.4    In the event of the termination or expiry of the Agreement, the licences set out in this clause shall terminate automatically.
11.    CLIENT'S DATA
11.1    Whistl acknowledges that the Client's Data is the property of the Client and the Client reserves all IPRs which may, at any time, subsist in the Client's Data. To the extent that any IPRs in any of the Client's Data vest in Whistl by operation of law, such IPRs shall be assigned by Whistl to the Company by operation of this clause 11 immediately upon the creation of such Client's Data.
11.2    Whistl shall:
11.2.1    not delete or remove any proprietary notices or other notices contained within or relating to the Client's Data;
11.2.2    not alter, store, copy, disclose or use the Client's Data, except as necessary for the performance by Whistl of its obligations under the Agreement or as otherwise expressly authorised by the Agreement in compliance with the provisions of the Agreement;
11.2.3    preserve, so far as possible, the integrity of the Client's Data and prevent any loss, disclosure, theft, manipulation or interception of the Client's Data;
11.2.4    make secure back-up copies of the Client's Data on such regular basis as is reasonable for the particular data; and
11.2.5    promptly notify the Client if any of the Client's Data is lost, becomes corrupted, is damaged or is deleted accidentally.
11.3    The Client grants to Whistl, for the Term, a non-exclusive, non-transferable, royalty-free licence to use the Client's Data solely for the purpose of meeting its obligations under the Agreement. Whistl shall not (unless necessary to the provision of the Services and/or compliance with applicable law):
11.3.1    modify, amend, alter, remove, delete or enhance the Client's Data without the prior written consent of the Client; or
11.3.2    make any copies of the Client's Data without the prior written permission of the Client.
11.4    To the extent that any Client's Data is held or processed by Whistl, Whistl shall supply such Client's Data to the Client as may be reasonably requested by the Client from time to time.
12.    DATA PROTECTION
12.1    With respect to the parties' rights and obligations under the Agreement, the parties agree that the Client is the Data Controller and that Whistl is the Data Processor.
12.2    Whistl shall:
12.2.1    process Personal Data only in accordance with the Data Protection Legislation, only for the purposes of performing its obligations under the Agreement, and only in accordance with the lawful instructions of the Client;
12.2.2    not modify, amend or alter the contents of the Personal Data nor disclose nor permit the disclosure of any of the Personal Data except as necessary to perform its obligations under the Agreement or with the consent of the Client;
12.2.3    implement appropriate technical and organisational measures to protect the Personal Data in Whistl’s possession against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
12.2.4    take reasonable steps to ensure the reliability of any of Whistl's personnel who have access to the Personal Data;
12.2.5    ensure that only those of Whistl's personnel and subcontractors who need to have access to the Personal Data for the performance of Whistl’s obligations under the Agreement, are given such access and are informed of the confidential nature of the Personal Data and comply with the obligations set out in this section of these Conditions;
12.2.6    notify the Client 5 Business Days if it receives (i) a request from a Data Subject to have access to that person's Personal Data or (ii) a complaint or request relating to the Client’s obligations under the Data Protection Legislation, or (iii) any other communication relating directly or indirectly to the processing of any Personal Data in connection with the Agreement;
12.2.7    provide the Client (at the Client’s expense) with reasonable co-operation and assistance in relation to any complaint or request made in respect of any Personal Data;
12.2.8    notify the Client without undue delay on becoming aware of a Personal Data breach;
12.2.9    on agreed dates and at agreed times permit the Client or its external representatives (subject to confidentiality undertakings acceptable to Whistl being executed) to inspect and audit Whistl's data processing activities. The Client will ensure that neither it nor its representatives disrupt the business, operations or employees of Whistl while carrying out such audit or inspection; and
12.2.10    not transfer Personal Data outside the United Kingdom and the European Economic Area (EEA) without the prior written consent of the Client.
12.3    The Client acknowledges that Whistl is reliant on the Client alone for direction as to the extent Whistl is entitled to use and process the Personal Data. The Client shall confirm to Whistl the legal basis upon which the Client has collected the Personal Data shared, and the legal grounds justifying processing by the Client and Whistl, the Client shall provide such confirmation from time to time, and/or on Whistl’s request. Whistl shall at all times be entitled to relief from liability in circumstances where a Data Subject and/or the relevant data protection authority makes a claim or complaint with regards to Whistl's actions to the extent that such actions result from instructions from the Client or any failure by the Client to act in accordance with all applicable legislation.
12.4    The parties shall comply at all times with the Data Protection Legislation and shall not perform their obligations under this Agreement in such a way as to cause either party to breach any of its obligations under the Data Protection Legislation. Each party shall immediately notify the other in the event that it becomes aware of any breach of the Data Protection Legislation in connection with any Personal Data processed pursuant to this Agreement.
12.5    Each of the parties shall be entitled to retain such Personal Data for such periods as is reasonable and permitted by applicable law or as is required by any applicable legal and/or regulatory obligation to which the retaining party is subject.
13.    CONFIDENTIALITY
13.1    Except to the extent set out in this clause 13, or where disclosure is expressly permitted elsewhere in the Agreement, each party shall (i) treat the other party's Confidential Information as confidential, and (ii) not disclose the other party's Confidential Information to any other person without the owner's prior written consent.
13.2    Clause 13.1 shall not apply to the extent that (i) such information was in the possession of the party making the disclosure, without obligation of confidentiality, prior to its disclosure, or (ii) such information enters the public domain otherwise than through a breach of the Agreement, or (iii) such information is is legally required to be disclosed under any applicable laws, or by an order of a court or governmental body or authority of competent jurisdiction or any recognised Stock Exchange, subject to the disclosing party (to the extent permissible) notifying and consulting with the other party a reasonable time prior to the disclosure.
13.3    Whistl shall not, and shall procure that Whistl's personnel do not, use any of the Client's Confidential Information received otherwise than for the purposes of the Agreement.
13.4    Nothing in this clause 13 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPRs.
13.5    Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
14.    SECURITY REQUIREMENTS
14.1    Whistl shall comply with its own security policies (viewable by the Client upon request and subject to reasonable notice). Each party shall advise the other as soon as it becomes aware of any breach, or potential breach of security which may adversely affect the Services.
14.2    Each party undertakes to the other that it shall, throughout the Term, use the latest versions of anti-virus software available from an industry accepted anti-virus software vendor to check for and delete malicious software from the parties’ respective systems and to prevent any introduction of such malicious software into the other party’s systems, and to take such other steps are commercially reasonable and necessary to prevent harm to the other party’s systems and software.
14.3    Notwithstanding clause 14.2, the parties agree that if malicious software is found, each of them shall co-operate with the other to reduce the effect of the malicious software and, (particularly if malicious software causes loss of operational efficiency or loss or corruption of the Client's Data or any aspect of Whistl’s systems, data or software), shall assist each other to mitigate any losses and restore the Services to their original operating efficiency. 
15.    COMPLIANCE WITH APPLICABLE LAWS 
15.1    The parties shall at all times and in doing all acts pursuant to the Agreement act in compliance with all applicable laws. 
15.2    In the event of a any change in any applicable law which impacts on the performance of the Services, Whistl may (at Supplier’s discretion) make such changes to the Services, the Order, these Conditions or the Charges as it considers appropriate by giving to the Client at least 30 days’ written notice, provided that Whistl may (in its sole discretion) give a shorter period of notice if it requires any changes to be implemented earlier.
16.    ANTI-BRIBERY AND ANTI-SLAVERY REQUIREMENTS
16.1    The parties shall each:
16.1.1    comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Anti-Bribery Requirements);
16.1.2    comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including the Modern Slavery Act 2015 (Anti-Slavery Requirements); 
16.1.3    have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including adequate procedures to ensure compliance with the Anti-Bribery Requirements, and will enforce them where appropriate;
16.1.4    have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including adequate procedures to ensure compliance with the Anti-Slavery Requirements, and will enforce them where appropriate.
16.2    Each party shall ensure that any person associated with that party who is performing services or supplying goods in connection with the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed in this clause.
17.    FORCE MAJEURE
17.1    Neither party shall in any circumstances be liable to the other for any delay or non-performance of its obligations to the extent that such delay or non-performance is due to a Force Majeure Event.
17.2    A party shall give notice in writing of the nature of the Force Majeure Event as soon as reasonably possible and will resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.
18.    LIMITATIONS OF LIABILITY
18.1    Nothing in the Agreement shall limit or exclude Whistl's liability for:
18.1.1    death or personal injury caused by its negligence, or the negligence of its personnel;
18.1.2    fraud or fraudulent misrepresentation; and
18.1.3    any other liability which cannot be limited or excluded by applicable law.
18.2    Subject to clause 18.1, Whistl’s liability, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, indemnity or otherwise arising under, or in connection with, the Agreement is limited as follows:
18.2.1    in respect of loss, damage or mis-delivery caused by the negligence or wilful act or default of, or breach of duty owed to the Client by, Whistl, its employees (acting in furtherance of their duties as employees) or subcontractors or agents (acting in furtherance of their duties as subcontractors or agencts (as the case may be)) during the Storage Period, Whistl’s liability in all circumstances shall be limited to the Storage Liability Cap;
18.2.2    in respect of loss, damage or mis-delivery during the Transit Period caused by the negligence or wilful act or default of, or breach of duty owed to the Client by, Whistl, its employees (acting in furtherance of their duties as employees) or subcontractors or agents (acting in furtherance of their duties as subcontractors or agencts (as the case may be)) (i) except for any loss, damage or mis-delivery caused (directly or indirectly) by Whistl’s carrier (for which liability is limited in accordance with clause 18.2.4), Whistl’s liability in all circumstances shall be limited to the Transit Liability Cap;
18.2.3    Whistl shall have no liability for the acts or omissions of the carriers used in the delivery of items and shall not be liable for any loss, damage or delay in the delivery of items. Delivery times are not guaranteed. If Whistl receives any compensation from a carrier in relation to the Client’s items, Whistl will pass that amount of compensation to the Client;
18.2.4    except as provided in clauses 18.1.1, 18.2.2 and 18.2.3, Whistl will not be liable for any loss, damage or mis-delivery to any of the Client’s items howsoever or whensoever caused and whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default or other wrongdoing of Whistl, its employees, workers, agents or subcontractors;
18.2.5    in respect of any other liability howsoever arising:
18.2.5.1    the Client’s sole and exclusive remedies for breach of the Service Levels are limited to the actions specified in the Service Level Appendix in the Order Form;
18.2.5.2    Whistl's total aggregate liability shall in no event exceed £10,000 for a single cause or event or a maximum of £100,000 in aggregate.
18.2.6    Whistl shall have no liability for (i) special, indirect, incidental or consequential losses or damages, nor for (ii) any loss of opportunity, loss of savings, liquidated damages, loss of goodwill, wasted costs or loss of profits (whether direct or indirect);
18.2.7    Whistl shall not be liable for any claim unless it has received from the Client (i) written notice of the claim within 10 days of the event giving rise to the claim coming to the knowledge of the Client, and (ii) within 21 days of the event giving rise to the claim coming to the knowledge of the Client, sufficient detail in writing to enable investigation. In the case of any failure to deliver, time shall run from the second working day after the expected delivery date. 
18.2.8    No legal proceedings (including any counterclaim) may be brought against Whistl unless they are issued and served within 9 months of the date of the event giving rise to the claim.
18.2.9    Whistl shall not in any circumstances be liable for any loss, destruction, damage, contamination, deterioration, delay, non-delivery, mis-delivery or any other liability, to the extent that it is caused or contributed to by any breach of the Client’s obligations, or by a person for whom Whistl is not responsible, or by any circumstances by virtue of which Whistl is relieved of its obligations under clause 17.  .
18.2.10    Whistl excludes all liability of any kind in respect of Customer Data, third party information, or any other material which can be accessed using the Services other than such Information as has been provided by Whistl and is not responsible in any way for any goods (including software) or services provided advertised, sold or otherwise made available by means of the Services.
18.3    Nothing in the Agreement shall be taken as in any way reducing or affecting a general duty to mitigate loss suffered by a party.
19.    INSURANCE
Whistl does not insure the Client’s items, goods, products, stock, equipment, data or other property. The Client shall maintain in force, for the duration of the Agreement and for a period of 12 months after its termination, insurance policies with reputable insurance companies in such amounts as are sufficient to cover all potential liabilities of the Client under this Agreement, including (without limitation) insurance to cover all loss and/or damage (howsoever arising) and other insurable risks to the Client’s items, goods, products, stock, equipment, data and any other property (whether or not they are in Whistl’s possession or control) to their full insurable value. 
20.    TERMINATION
20.1    A party may terminate the Agreement as follows:

20.1.1    immediately by written notice to the other party, if the other party is in material breach of the Agreement and (if remediable) such breach is not remedied within 28 days of receipt of written notice specifying the breach and the remedy;
20.1.2    immediately by written notice to the other party, if the other party is in material breach of the Agreement, and such material breach is irremediable;
20.1.3    immediately by written notice if the other party suffers an Insolvency Event.
20.2    Where the Client purports to terminate the Agreement during the Initial Term or an Extended Term, other than in accordance with this clause, the Client will pay Termination Compensation to Whistl, in addition to any Transitional Service Charges.
20.3    Whistl may terminate this Agreement at any time by giving to the Client at least 60 days’ written notice. The Client may terminate this Agreement by giving at least 60 days’ written notice to expire at the end of the Initial Term or at the end of any Extended Term.
21.    CONSEQUENCES OF EXPIRY AND TERMINATION
21.1    On termination or expiry of the Agreement:
21.1.1    at the election of the other party, return or erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable);
21.1.2    the Client shall (at its own expense) remove all items, goods, products, stock, equipment, data or other property from Whistl’s warehouses at the time, and on the date, agreed between the parties in writing. If no such date is agreed between the parties, Whistl may by written notice require the removal of all items, goods, products, stock, equipment, data or other property within 14 days of the date of such notice or immediately in case or urgency;
21.1.3    the Client will return to Whistl all property belonging to Whistl which is in its possession and control;
21.1.4    all licences granted by one party to the other under the Agreement shall terminate automatically;
21.1.5    Whistl shall cease to use the Client’s Data and any Personal Data provided by the Client and shall erase such data from computer and communications systems and devices used by it (to the extent technically practicable;
21.1.6    any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
21.2    Where the Client fails to comply with clause 20.1.2, Whistl may, without prejudice to its other rights and remedies against the Client, suspend activity and/or notify the Client in writing that the Goods may be or are being sold or otherwise disposed of. There is no minimum period of notice. On expiry of the notice, if the items, goods, products, stock, equipment, data or other property have not been so removed, Whistl may sell or otherwise dispose of the items, goods, products, stock, equipment, data or other property (or any part of them) at the Client’s entire risk and expense by such method and at such price (if any) as it considers appropriate. Whistl will account to the Client for any proceeds of sale or disposal after deduction of all expenses and amounts claimed by Whistl and any assignee of its invoices. Whistl will not be liable for any alleged failure to achieve a sufficient sale price for the items, goods, products, stock, equipment, data or other property. Whistl (and any person deriving title to items, goods, products, stock, equipment, data or other property through it) shall be entitled to use under licence in connection with the disposal of items, goods, products, stock, equipment, data or other property any copyright material or trademarks, and pass on any manufacturer’s standard warranty, relating to them which would be available to any authorised retailer of them. The time periods in this condition may be extended by Whistl in its discretion.
21.3    Whistl shall, in consideration of the payment by the Client of Transitional Service Charges, provide Transitional Assistance Services.
22.    DISPUTES
22.1    The parties shall attempt, in good faith, to resolve any dispute under the Agreementpromptly by negotiation which shall be conducted as follows:
22.1.1    if, in the opinion of either party, a dispute arises, the party in question may give written notice to the other party that a dispute has arisen (Dispute Notice);
22.1.2    the referring party shall, in the first instance, refer the dispute to a representative of each of the parties for resolution; and
22.1.3    if the dispute cannot be resolved by the representatives of the parties within 14 days after the Dispute Notice, either party may refer the disputes to a director of the other for resolution.
22.2    If the parties are unable, or fail, to resolve the dispute within 30 days following referral of the dispute to them, the parties may either agree in writing to a form of mediation or arbitration acceptable to both, failing which either party may issue and commence court proceedings.
23.    NOTICES
23.1    A notice given to a party under or in connection with the Agreement shall be in writing and sent to the party at the address given in the Order or as otherwise notified in writing to the other party.
23.2    Any notice shall be deemed to have been received:
23.2.1    if delivered by hand, at the time the notice is left at the proper address;
23.2.2    if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; 
23.2.3    if sent by courier at the time and on the date specified on the courier’s proof of delivery.
23.3    This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24.    GENERAL
24.1    The Client shall not assign, novate, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of Whistl (such consent shall not be unreasonably withheld or delayed).
24.2    Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 
24.3    No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, not shall it prevent or restrict the 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.
24.4    Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24.5    Whistl shall be entitled to refer to the Client as a customer of the Services in Whistl’s promotional and advertising materials, including reference to and use of the Client’s trade marks on Whistl’s website solely for the purpose of being named as Whistl’s customer.
24.6    If any provision or part-provision of the Agreement 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 Agreement.
24.7    The 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.
24.8    Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Subject to clause 18.1, each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
24.9    Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third parties) Act 1999 to enforce any terms of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
24.10    The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, and the parties submit to the irrevocable - interpretation and definitions

ANNEX
The following definitions and rules of interpretation apply in the Agreement.

References to clauses are to the clauses of these Conditions. Clause headings shall not affect the interpretation of the Agreement. 

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006. A company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. 

Unless the context requires otherwise, words in the singular include the plural and in the plural, include the singular and a reference to one gender shall include a reference to the other genders.