Terms and Conditions

1. These Terms

1.1 These are the terms and conditions on which we supply Goods to you, the consumer, through online purchase of goods. Please note that there are separate Terms and Conditions for the hire of the E-Bikes and these can be found at www.shift.bike. Similarly, these Terms and Conditions apply to consumers ONLY.

1.2 Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If for any reason you believe there to be a mistake in these terms, please contact us to discuss this at sales@shift.bike.

2. The customer's attention is drawn in particular to the provisions of clause 11 & 12. Please read these clauses very carefully as they contain important information regarding liability and information regarding the safe use of Lithium batteries. PLEASE DO NOT PURCHASE ELECTRIC BIKES FROM US IF YOU ARE UNDER THE AGE OF 14.

3. About Us
3.1 We are Shift Electric LTD, a Company registered in England and Wales. Our registered company number is 11615432. Our address is 28 Easter Park, Benyon Road, Aldermaston, RG7 2PQ, United Kingdom.
3.2 You can contact us by telephoning our team on 0333 050 3578 or emailing us at the email address outlined in clause 1.2.

4. Interpretation

4.1 Definitions:
Approved Partner: a third party seller who sells Goods to Customers using the Marketplace.

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

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 6.2.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Goods: the goods (or any part of them) set out in the Order. To include but not limited to Electric Bikes.

Marketplace: the marketplace accessed via the Website through which the Supplier facilities transactions between Approved Partners and Customers.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form as placed via the website.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: Shift Electric LTD (registered in England and Wales with company number 11615432).

Website: the website used by the Company accessible at www.shift.bike to include the marketplace.

We, Us, Our: Shift Electric or the Approved Partner as applicable to the order.

4.2 Interpretation:

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

b. A reference to a party includes its personal representatives, successors and permitted assigns.

c. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

d. 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.

e. A reference to writing or written includes fax.

5. Basis of contract

5.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

5.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

5.3 The Customer is responsible for ensuring that they meet any legal age requirement necessary for the acquisition of the Goods. In order to purchase an Electric Bike from us you must be 14 or over. By purchasing an Electric Bike from us you are warranting and representing to us that you are aged 14 or over.

5.4 The Order shall only be deemed to be accepted when the Supplier receives payment for the goods and the Goods have been dispatched at which point the Supplier will issue a written acceptance of the Order by email (Dispatch Confirmation). This is the point at which the Contract shall come into existence.

5.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

5.6 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained on the website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

5.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

5.8 The Supplier only accepts orders originating from and for delivery to addresses in the United Kingdom.

5.9 These Terms apply to Contracts made between you and the Approved Partner.

5.10 In order to purchase an Electric Bike from us you must be 14 or over.

6. Goods

6.1 The Goods are described in the Specification on the Website.

6.2 All Orders placed via the website are subject to stock availability. In the event that the Customer places an Order for an item that is not available, we will contact you as soon as possible. You may be given the option to wait for the items or the Order will be cancelled and full refund issued.

6.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 and other [reasonable] professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause shall survive termination of the Contract.

6.4 The Supplier reserves the right to amend the specification of the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

6.5 All weights and sizes of Goods are supplied on the website as a guide only and are approximate. Images of the Goods on the website are for illustration purposes only. Representation of colour of Goods on the website are as accurate as possible, but the colour may be affected by calibrations of different output devices. Similarly, any relevant packaging, where applicable may vary from that shown on our website through images.

6.6 Buyers Guides and only other such articles on the website are intended to assist Customers and are provided for general information only. Any detailed/specific advice should be sought by the relevant professional.

6.7 In the event that there are any errors regarding price or description, the Company reserves the right to correct that price or description and notify you accordingly. If you no longer wish to go ahead with your Order in these circumstances, we will cancel your order and issue a refund.

7. Delivery

7.1 The Supplier shall ensure that:

a. each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

b. if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

7.2 The Supplier shall deliver the Goods to the location set out in the Order which must be in the United Kingdom, or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

7.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location, as stated in the Order.

7.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, Customer's failure to provide the Supplier with adequate delivery instructions, actions of third parties or any other instructions that are relevant to the supply of the Goods.

7.5 Deliveries to non-mainland UK addresses and remote locations (i.e Isle of Man, Isle of Wight, Scottish Highlands) may be subject to an additional surcharge imposed by couriers and slightly longer lead times.

7.6 Delivery charges for each item is listed on the product detail page and appropriate charges are added automatically. The total delivery costs are shown at checkout.

7.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.8 Unless otherwise specified by the Customer, where a courier is unable to deliver the Goods, they may attempt to deliver the parcel to a neighbour, attempt to redeliver the following day or leave a card for you to arrange a suitable time for delivery. We will not be responsible for any delays caused by Third Parties.

7.9 If the Customer fails to accept delivery of the Goods within [three] Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

a. delivery of the Goods shall be deemed to have been completed at [9.00 am] on the [third] Business Day after the day on which the Supplier notified the Customer that the Goods were ready]; and

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

7.10 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

7.11 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

7.12 If a missed or estimated deadline for Delivery of the Goods, in the absence of any estimate being given, you may cancel your order if, within 30 days after the Dispatch Confirmation:

a. The Supplier refused to deliver the Goods

b. Delivery within the deadline was essential; or

c. You told us before we accepted your Order that Delivery on the delivery deadline was essential.

7.13 We shall have no liability for any delay in delivery of goods where the delay is caused by the Customers failure to provide adequate delivery instructions.

8. Quality

8.1 Where applicable, details of manufacturer guarantee or service arrangement will be provided with the Goods. Goods purchased from Approved Partners shall deal with service, warranty and guarantee claims.

8.2 The Supplier warrants that on delivery, and for a period of 6 months from the date of delivery (warranty period), the Goods shall:

a. conform in all material respects with their description and any applicable order confirmation.

b. be free from material defects in design, material and workmanship;

c. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

d. be fit for any purpose held out by the Supplier.

8.3 Subject to clause 8.4, if:

a. the Customer gives notice in writing to the Supplier [during the warranty period] within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;

b. the Supplier is given a reasonable opportunity of examining such Goods; and

c. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

8.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 8.1 if:

a. the Customer makes any further use of such Goods after giving notice in accordance with clause 8.3;

b. the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

c. the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

d. the Customer alters or repairs such Goods without the written consent of the Supplier;

e. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

f. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.5 Except as provided in this clause 8, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 8.1.

8.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

8.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

9. Title and risk

9.1 The risk in the Goods shall pass to the Customer on completion of delivery.

9.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due.

9.3 Until title to the Goods has passed to the Customer, the Customer shall:

a. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

b. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

c. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

d. notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(c); and

e. give the Supplier such information as the Supplier may reasonably require from time to time relating to:

i. the Goods; and

ii. the ongoing financial position of the Customer.

9.4 At any time before title to the Goods passes to the Customer, the Supplier may by notice in writing, terminate the Customer's right under clause 12 to resell the Goods or use them in the ordinary course of its business; and

10. Price and payment

10.1 The price of the Goods shall be the price set out in the Order. All prices are shown in Pound Sterling, and are only applicable to purchases made on the website.

10.2 The Supplier may, by giving notice to the Customer at any time 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

a. any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

b. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

c. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

10.3 The price of the Goods:

a. includes amounts in respect of value added tax (VAT) where applicable at the prevailing rate however, where the rate of VAT payable changes between date of Order and date of delivery, we will adjust the VAT unless you have already paid for the Goods in full.

b. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer, which shall be added at checkout phase.

10.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

10.5 The Customer shall pay each invoice submitted by the Supplier:

a. in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

b. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

10.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.6 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%.

10.7 All amounts due under the Contract 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).

10.8 The Supplier will ensure payment is debited from the Customer just before the Goods are despatched. The Supplier will not be responsible for any charges incurred by third parties in relation to accepting payment, or for any delay in delivery caused by third parties in relation to processing payments.

10.9 The Supplier reserves the right to validate names, addresses and other information supplied by Customers against commercially available records either directly or through a third party in order to prevent fraud.

10.10 We accept payment by most major credit and debit cards. We are unable to accept payments made by cash, cheque or any other form of payment.

10.11 When an order is placed a pre-authorisation is made against your account, payment is not taken at this time. Shift Electric Is not liable for any bank charges that may be incurred where insufficient funds are available at the time payment is taken.

10.12 If the issuer of your payment card refuses to authorise the payment, we will not be liable for any delay or non-delivery.

10.13 We retain the right to validate the names, addresses and other information supplied during the order process against commercially available records if required (electoral roll, credit reference agencies). We may instruct a third party to carry out these checks. As part of this validation we may need to contact you before we are able to process and dispatch your Order.

11. Consumer Obligations

11.1 By purchasing Electric Bikes from us you are acknowledging that you are aware of the operational hazards associated with the Goods and you agree to take the following steps to ensure safe usage:

a. You will keep and operate your Electric Bike in a suitable environment and only use the same for the purposes of which it was designed and operated in a proper manner in accordance with any operating instructions provided;

b. You will carry out regular risk assessments of the hazards associated with the storage of E-lithium batteries and at all times ensure that the batteries are held and stored in a safe manner;

c. You will take steps to ensure that your Electric Bike is safe and roadworthy and will have the Electric Bike serviced regularly and checked for any damage or fault;

11.2 You acknowledge our recommendation that no alterations are made to the components of the Goods supplied by us unless made by an appropriately trained professional.

11.3 You confirm that you acknowledge and understand that in order to meet the EAPC requirements of using the Electric Bike on a public highway, the motor in the bike must not exceed a power output of more than 250W and should not electrically propel the bike when travelling more than 15.5 miles per hour. Bikes exceeding this output are only suitable for use on private land. For more information on Electric Bikes and the requirements, please see www.gov.uk/electric-bike-rules for more information.

12. Limitation of liability

12.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £[AMOUNT] per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

12.2 We supply the goods for domestic and private use only. You agree not to use the goods for any commercial, business or resale purposes.

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

12.4 Nothing in the Contract 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 12 of the Sale of Goods Act 1979; or

d. defective products under the Consumer Protection Act 1987.

12.5 Subject to clause 12.4, the Supplier's total liability to the Customer shall not exceed £[AMOUNT].

12.6 Subject to clause 12.4, the following types of loss are wholly excluded:

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.

12.7 This clause 12 shall survive termination of the Contract.

13. Termination or Cancellation

13.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

a. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

b. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors

c. the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

13.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

13.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

13.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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

13.7 As a Consumer, you have the legal right to cancel the Contract within 14 days of receipt of the Goods. This means if you change your mind or decide you no longer wish to keep the goods you can notify us of your decision to cancel the contract and receive a refund. Alternatively, you may request an exchange within the same period. This cancellation right does not apply to the following except where the goods are faulty:

a. Personalised and made-to-order products;

b. Sealed connected system equipment, sealed GPS equipment, sealed smart lights, sealed audio or video equipment or sealed computer software which has been unsealed after receipt by the Customer;

c. Any goods which become mixed inseparably with other items after delivery.

d. If you wish to exercise your right to cancel, please contact us by phone, email or write to us. You may also use the form on our website, please ensure order details are provided correctly.

13.8 Upon cancellation of your Contract with us:

a. Shift Electric will refund the price paid for the Goods, minus any reduction in value of the Goods if this has been caused by your handling of the Goods as we are entitled to do so;

b. If a refund is processed prior to inspection of the returned Goods and it is discovered that the Goods are damaged, we may request a reasonable amount in respect of this damage.

c. We may refund any delivery costs incurred by you; and

d. We will make any refunds due to you as soon as possible.

13.9 Refunds will only be issued to the relevant credit or debit card used to pay for the Goods. If the Goods were purchased using vouchers, we may refund you in vouchers.

13.10 Refunds will be processed as quickly as possible but it may not be possible to cancel the order prior to dispatch. If the Goods are delivered and you wish to return your Goods:

a. You must return the Goods to us without undue delay and no later than 14 days after the date of cancellation;

b. You must take reasonable care to ensure the Goods are not damaged in transit. We will not be responsible for lost or damaged returns; and

c. Unless goods are faulty or not as described you will be responsible for the cost of returning the Goods to us. Where Goods cannot be returned by post, we may collect the Goods from you for a fee on application which will be determined by geographical location.

14. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. 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 [NUMBER] [weeks OR months], the party not affected may terminate the Contract by giving [NUMBER] [days'] written notice to the affected party.

15. General

15.1 Assignment and other dealings.

a. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

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

15.2 Confidentiality

15.2.1 to process your Order, we may need to disclose information to a third party to prevent fraudulent use of credit and debit cards. Any information required to be disclosed to any credit reference agency will be treated in accordance with the Data Protection Act.

15.2.2 Shift Electric will use all reasonable endeavours to protect your information where possible, although we cannot guarantee the complete security of information or data you disclose online. Please read our Privacy Policy for more information.

15.3 Entire agreement.

a. The Contract 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.

b. 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

15.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict 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.

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7 Notices.

a. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

i. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

ii. sent by email to the address specified in the Order.

b. Any notice shall be deemed to have been received:

i. if delivered by hand, at the time the notice is left at the proper address;

ii. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

iii. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

c. 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.

15.8 Third party rights.

a. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

b. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15.9 Governing law. The Contract, 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.

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