Terms & Conditions

MPH GROUP LTD
Standard Terms & Conditions 2022

The standard terms and conditions of supply below applies to all Goods & Services and services purchased from MPH Group Limited on, or after, 1st December 2022. All earlier standard terms and conditions of supply will not apply, unless otherwise expressly agreed in writing.

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Conditions.
Affiliate includes any subsidiary or holding company of MPH Group Ltd and each and any subsidiary of a holding company of MPH Group Ltd, any business entity from time to time controlling, controlled by, or under common control with MPH Group Ltd;
Anti-Bribery Law means any and all legislation and/or guidance relating to the prevention of acts of bribery and corruption, including the Bribery Act 2010;
Authorised Reseller Programme means the programme or agreement under which the Manufacturer consents to the Partner purchasing the Goods and/or Services from MPH Group Ltd;
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
Conditions means these terms and conditions as amended from time to time in accordance with Clause 19.10;
Contract means the contract between MPH Group Ltd and the Partner for the supply of Goods and/or Services formed in accordance with, and incorporating, these Conditions;
Partner means the person or firm who purchases the Goods and/or Services from MPH Group Ltd;
Data Privacy Legislation means the Data Protection Act 2018 together with all applicable legislation relating to privacy or data protection (and the terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, and “Processor” (and their derivatives) shall have the meanings given to them in the Data Privacy Legislation);
Delivery Location has the meaning given in Clause 4.1;
Drop Ship means deliveries to End User(s) by MPH Group Ltd or to the End User(s) or the Partner by the Manufacturer (in each case, as requested by the Partner);
End User means the ultimate Customer of the Partner;
Force Majeure Event has the meaning given to it in Clause 18.1;
Goods means the Goods (or any part of them) set out in the Order including any deliverables being produced as part of the Services;
Goods Specification means any specification for the Goods, including any relevant plans or drawings, which is agreed in writing by the Partner and MPH Group Ltd;
Insolvency Event means (a) taking any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (b) suspending, or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business; or (c) its financial position deteriorates to such an extent that in MPH Group Ltd’s reasonable opinion its capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;;
Losses means 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 professional costs and expenses (calculated on a full indemnity basis));
Manufacturer means a third party who makes or develops the Goods and/or provides the Services to the Partner and the End Users;
Market Place means MPH Group Ltd.’s e-commerce website for Partners
MPH Group Ltd means MPH Group Ltd Limited (registered number 12378824) of The Granary, Standen Manor, Hungerford, RG17 0RB, United Kingdom and where the context permits its assigns and any sub-contractors of MPH Group Ltd (MPH Group Ltd.’s VAT number is GB 340446327);
Order means the Partner’s order for the supply of Goods and/or Services, as set out in the Partner’s purchase order form, the Partner’s written acceptance of MPH Group Ltd.’s quotation or statement of work, or the Partner’s order placed on a Website, or on the website of a Manufacturer or any automatic renewal by a Manufacturer or MPH Group Ltd of an existing order, as the case may be;
Services means the services provided by a Manufacturer or MPH Group Ltd to the Partner or End User, as appropriate, as set out in the Service Specification;
Service Specification means the description or specification, usually a statement of work, provided by MPH Group Ltd to the Partner for the Services;
Third Party Software means all software owned by or licensed to the Partner from a third party owner (whether or not supplied by MPH Group Ltd) and which comprises part of the Goods & Services;
Website means any of MPH Group Ltd.’s or it’s Affiliate’s websites including Market Place.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its successors and permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5 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.
1.6 A reference to writing or written includes fax and email.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Partner to purchase Goods and/or Services from MPH Group Ltd in accordance with these Conditions.
2.2 Any element of an Order shall only be deemed to be accepted at the earliest of despatch of those particular Goods or performance of those particular Services or when acceptance is communicated in writing by an authorised representative of MPH Group Ltd at which point, and on which date, the Contract shall come into existence. On receipt of an Order via Market Place MPH Group Ltd may send the Partner an order acknowledgement email detailing the Order. This email is not acceptance of the Order by MPH Group Ltd and MPH Group Ltd may refuse to accept any Order. No elements of an Order placed on Market Place shall become a Contract, or otherwise binding on MPH Group Ltd until the despatch of those particular Goods or performance of those particular Services and the Order is marked as confirmed within the “Order Status” facility of Market Place. Where applicable, any automatic renewal of an existing Contract shall be deemed to be renewed for a successive term if parties fail to serve the minimum required notice of termination prior to the renewal date.
2.3 Any samples, drawings, descriptive matter or advertising issued by MPH Group Ltd and any descriptions of the Goods or illustrations or descriptions of the Services contained on Websites or in MPH Group Ltd.’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Partner seeks to impose or incorporate in any form, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by MPH Group Ltd shall not constitute an offer and is only valid for a period of 30 days from its date of issue unless otherwise specified by MPH Group Ltd. MPH Group Ltd reserves the right to increase its quoted or listed prices, or to charge accordingly in respect of any orders for Goods & Services of non-standard specifications prior to acceptance.
2.6 All of these Conditions shall apply to the supply of both Goods & Services except where application to one or the other is specified.
2.7 Any Orders for Goods & Services of non-standard specifications cannot be cancelled. Unless otherwise agreed in writing, any request by the Partner for cancellation of any Order or for the rescheduling of any deliveries will only be considered by MPH Group Ltd if made at least 24 hours before despatch of the Goods & Services and shall be subject to acceptance by MPH Group Ltd at MPH Group Ltd’s sole discretion, and subject to a reasonable administration charge. The Partner hereby agrees to indemnify MPH Group Ltd and keep MPH Group Ltd indemnified and hold it harmless against all Losses suffered or incurred by MPH Group Ltd arising out of or in connection with cancellation or rescheduling of the Order.
2.8 By placing an Order with MPH Group Ltd, the Partner warrants that they have obtained and will comply with any consent required from a Manufacturer including, if appropriate, membership of any Authorised Reseller Programme. In the event that the consent or membership of the Authorised Reseller Programme is terminated, the Partner will immediately notify MPH Group Ltd in writing and the provisions of Clause 16.4 may be invoked.

3. GOODS & SERVICES

3.1 The Goods & Services are described in any applicable Goods & Services Specification. Unless otherwise agreed, the Goods & Services are supplied in accordance with the Manufacturer’s standard specifications as these may be improved, substituted or modified. MPH Group Ltd will use its reasonable endeavours to advise the Partner of any variation for whatsoever reason in the Goods & Services Specification, Manufacturer’s specifications or technical data of the Goods as soon as it receives any such notice thereof from the Manufacturer. MPH Group Ltd will not be liable in respect of any loss or damage caused by or resulting from such variation including for curtailment or cessation of supply of Goods & Services following any such variation.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Partner, the Partner shall indemnify MPH Group Ltd and keep MPH Group Ltd indemnified and hold it harmless against all Losses suffered or incurred by MPH Group Ltd arising out of or in connection with any claim made against MPH Group Ltd for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with MPH Group Ltd.’s use of the Goods Specification. This Clause 3.2 shall survive termination of the Contract.

3.3 The Partner may cancel or change Services only by giving written notice. The following will apply in each situation:
A. Notice given up to 5 working days before planned work- 0% of the Price will be payable
B. Notice given with less than 5 working days before planned work- 50% of the Price will be payable

4. DELIVERY OF GOODS & SERVICES

4.1 MPH Group Ltd shall deliver the Goods & Services to the location set out in the Order or such other location as the parties may agree in writing (the “Delivery Location”).
4.2 Subject to Clause 4.12, delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. However, risk in the Goods shall pass to the Partner in accordance with Clause 6.1.
4.3 At the time of delivery, the Partner (or the End User, if applicable) must check that the quantity of Goods matches the quantity set out on the proof of delivery (“POD”) and that the exterior of the Goods are in good condition. The Partner must sign the POD accordingly. If the exterior of the Goods is damaged the Partner must indicate this on the POD. The Partner must inform MPH Group Ltd of any difference to quantity or of damage as soon as possible and in any event within 5 Business Days of the delivery.
4.4 A signed POD by or on behalf of the Partner or signing the POD “unchecked” or “unexamined” or any such similar wording, shall be conclusive evidence of delivery and (except to the extent that any damage or discrepancy is noted on the POD) that it was received in good order and condition and accordingly no claims shall be bought in respect of the delivery claiming the contrary.
4.5 The Partner must inspect the Goods immediately after delivery is complete. If any Goods are damaged, incorrect, or not delivered, the Partner must notify MPH Group Ltd within 5 Business Days of the delivery or expected delivery. For the avoidance of doubt, the Partner is still required to notify MPH Group Ltd as set out in this Clause 4.5 notwithstanding anything noted by the Partner on the POD.
4.6 If a copy of the POD is required by the Partner, this must be requested within 14 days of the date of the invoice or downloaded via Marketplace.
4.7 In the event of any Drop Ship delivery, the Partner shall ensure that the End User complies with the Partner’s obligations set out above in Clauses 4.3, 4.4, 4.5 and 4.6.
4.8 Any dates quoted for delivery of the Goods & Services are approximate only, and the time of delivery is not of the essence. Despatch may be postponed because of conditions beyond MPH Group Ltd.’s reasonable control, such as a Force Majeure Event, a delay caused by the carrier or the Partner’s failure to provide MPH Group Ltd with adequate delivery address detail or any other instructions that are relevant to the supply of the Goods & Services, and in no event shall MPH Group Ltd be liable for any damages or penalty for delay in despatch or delivery of the Goods & Services or consider any claims for compensation.
4.9 If the Partner fails to accept delivery of the Goods, then (except where such failure is caused by a Force Majeure Event or by MPH Group Ltd.’s failure to comply with its obligations under the Contract in respect of the Goods & Services):
(a) delivery of such Goods shall be deemed to have been completed at 9.00 am on the Business Day following the day on which MPH Group Ltd attempted delivery of the Goods; and
(b) MPH Group Ltd shall store the Goods until delivery takes place and charge the Partner for all related costs and expenses (including insurance).

4.10 If 10 Business Days after MPH Group Ltd notified the Partner that the Goods which are non-standard specification were ready for delivery the Partner has not taken delivery of them, MPH Group Ltd may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Partner for any excess over the price of the Goods or charge the Partner for any shortfall below the price of such Goods.
4.11 MPH Group Ltd may deliver the Goods & Services by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Partner to cancel any other instalment.
4.12 Where Goods are being delivered outside the UK to a destination which requires a UK export declaration and/or a destination import declaration, other than risk which shall pass in accordance with Clause 6.1, the Goods will be supplied DDP or DAP port/airport country of destination Incoterms 2010.

5. QUALITY OF GOODS

5.1 Subject to Clause 5.3, MPH Group Ltd warrants that, on delivery, the Goods shall:
(a) conform in all material respects with any applicable Goods Specification; and
(b) be free from material defects in design, material and workmanship.

5.2 Subject to any Authorised Reseller Programmes, MPH Group Ltd warrants that it has good title to or licence to supply all Goods to the Partner.
5.3 All Goods supplied which are software are only supplied “as is”. The sole obligation of MPH Group Ltd in connection with the supply of Goods which are software is to use all reasonable endeavours to obtain and supply a corrected version from the Manufacturer concerned in the event that such software should fail to conform to the Goods Specification provided always that the Partner notifies MPH Group Ltd of any such non-conformity within 90 days of the date of delivery of the applicable software.
5.4 Subject to Clause 5.5, MPH Group Ltd shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if the Partner returns the Goods in accordance with Clause 9.1. MPH Group Ltd will not consider any claim for compensation, indemnity, or refund under liability unless it has been established or agreed with the Manufacturer and, where applicable, the insurance company.
5.5 MPH Group Ltd shall not be liable for the Goods failure to comply with the warranty in Clause 5.1 if:
(a) the Partner makes any further use of such Goods after giving a notice in accordance with Clause 4.5;
(b) the defect arises because the Partner failed to follow MPH Group Ltd’s, Manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of MPH Group Ltd following any drawing, design or Goods Specification supplied by the Partner;
(d) the Partner alters or repairs such Goods without the written consent of MPH Group Ltd;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) without prejudice to Clause 5.1(b), the Goods differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.6 Where MPH Group Ltd and/or the Manufacturer has expressed in writing that the Goods qualify for an advance replacement under the terms of any Manufacturer warranty, such advance replacements shall be provided subject to:
(a) compliance with any warranty terms as provided by the Manufacturer;
(b) defective Goods must still be covered by warranty in accordance with this Clause 5;
(c) the defective Goods must have been purchased from MPH Group Ltd; and
(d) compliance with Clause 9.1.

5.7 Except as provided in this Clause 5, MPH Group Ltd shall have no liability to the Partner in respect of the Goods failure to comply with the warranty set out in Clauses 5.1 and 5.2 and shall not be liable for the cost of labour or other expenses incurred in repairing defective or non-conforming parts.
5.8 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by MPH Group Ltd.
5.9 Except as specifically set out in this Clause 5, MPH Group Ltd disclaims and excludes all other warranties, whether express or implied, by statute or otherwise, including but not limited to the warranties of description, design, satisfactory quality and fitness for a particular purpose, or arising from any previous course of dealing, usage or trade practice.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Partner at the time the Goods are handed over to the transportation company at MPH Group Ltd.’s premises, or the Manufacturer’s premises in the case of a Drop Ship delivery. MPH Group Ltd recommends that the Partner has appropriate insurance cover for the Goods from the point at which risk passes.
6.2 Title to the Goods (other than Third Party Software) shall not pass to the Partner until the earlier of:
(a) MPH Group Ltd receives payment in full (in cash or cleared funds) for the Goods and any other Goods & Services that MPH Group Ltd has supplied to the Partner in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Partner resells the Goods & Services, in which case title to the Goods shall pass to the Partner at the time specified in Clause 6.4.

6.3 Until title to the Goods (other than Third Party Software) has passed to the Partner, the Partner shall:
(a) store the Goods separately from all other Goods held by the Partner so that they remain readily identifiable as MPH Group Ltd’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 on MPH Group Ltd’s behalf from the date and time at which risk passes;
(d) not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods;
(e) notify MPH Group Ltd immediately if it becomes subject to an Insolvency Event; and
(f) give MPH Group Ltd such information relating to the Goods as MPH Group Ltd may reasonably require from time to time.

6.4 Subject to Clause 6.5 and 8.1(c), the Partner may resell or use the Goods & Services in the ordinary course of its business (but not otherwise) before MPH Group Ltd receives payment for the Goods & Services. However, if the Partner resells the Goods & Services before that time:
(a) it does so as principal and not as MPH Group Ltd’s agent;
(b) title to the Goods shall pass from MPH Group Ltd to the Partner immediately before the time at which resale by the Partner occurs; and
(c) the Partner shall hold on trust and shall account to MPH Group Ltd for the proceeds of sale or otherwise of the Goods & Services including insurance proceeds and, in the case of tangible proceeds, properly stored, protected and insured.

6.5 If title to the Goods (other than Third Party Software) passes to the Partner before the Partner becomes subject to an Insolvency Event, then, without limiting any other right or remedy MPH Group Ltd may:
(a) have the Partner’s right to resell Goods & Services or use them in the ordinary course of its business ceased immediately; and
(b) at any time:
(i) require the Partner to deliver up, at its own cost, all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Partner fails to do so promptly, enter any premises of the Partner or of any third party where the Goods are stored, using reasonable force if necessary, in order to recover them.

6.6 Despite MPH Group Ltd’s retention of title to the Goods, MPH Group Ltd reserves the right to take legal proceedings to recover the price of Goods supplied should the Partner fail to make full payment by the invoice due date.

7. SUPPLY OF SERVICES

7.1 MPH Group Ltd shall supply, the Services to the Partner or End User (as applicable).
7.2 MPH Group Ltd reserves the right to amend the Service Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and MPH Group Ltd shall notify the Partner in any such event.
7.3 MPH Group Ltd may assist the Partner to specify or choose Services, but the assessment and selection of the Partner’s chosen Services for the Partner’s and End User’s purposes remains the Partner’s ultimate responsibility. MPH Group Ltd does not warrant or represent that the performance of the Services will be adequate for the Partner or End User and shall not be liable for any inaccuracies in any element of the Service Specification supplied by the Partner or End User. MPH Group Ltd undertakes only that in giving assistance it has acted in good faith and has not been wilfully misleading.
7.4 If the Services are for the installation of equipment and/or software and the End User fails to satisfy requirements necessary for the installation (including without limitation hardware, network, operating system, utilities (including power and connectivity) or premises requirements) as notified by MPH Group Ltd to the Partner or End User (as applicable) prior to the commencement of such Services, then MPH Group Ltd reserves the right to refuse or curtail such Services and charge the Partner the full fee for the Services.
7.5 If the Services are for the provision of training, then MPH Group Ltd:
(a) will only take bookings where the Partner has provided a valid purchase order number to MPH Group Ltd;
(b) reserves the right to provide training personnel of its own choosing and host the training at a non-MPH Group Ltd venue or venues; and
(c) reserves the right to refuse or curtail training if a delegate or substitute delegate attending on behalf of the Partner fails to meet qualifying requirements for the training notified by MPH Group Ltd to the Partner prior to the commencement of the training.

7.6 The Partner agrees to pay for any loss or extra cost incurred by MPH Group Ltd due to the Partner’s or End User’s lack of instructions or requirements not included in the Services Specification or through failure or delay in taking delivery or through any act or default on the part of the Partner its servants or employees or the End User.
7.7 The Partner shall use, and shall procure that the End User uses, the Services in compliance with applicable laws and any fair usage policy notified to them by MPH Group Ltd as amended from time to time.
7.8 The Partner shall ensure that if the End User accesses the Services, or the Services are provided through, the internet or otherwise, then the End User shall acknowledge and accept all risks associated with usage of such communication networks and MPH Group Ltd shall not accept any liability for malicious or accidental breaches of security or confidentiality when using such communication networks.
7.9 MPH Group Ltd shall comply with all applicable laws in its performance of the Contract, including Anti-Bribery Law, Criminal Finances Act 2017 and health and safety laws.

8. PARTNER’S OBLIGATIONS

8.1 The Partner shall:
(a) ensure that the terms of the Order and any information it provides in the Service Specification are complete and accurate;
(b) co-operate with MPH Group Ltd in all matters relating to the Services;
(c) not use the Goods & Services for its own purposes (for the avoidance of doubt and subject to Clause 8.1(g), this Clause 8.1(c) shall not restrict the Partner’s right to use the Goods &/or Services for the provision of services to its End User’s);
(d) ensure that MPH Group Ltd will be provided with any access to premises, office accommodation and other facilities as reasonably required for the performance of the Services;
(e) provide MPH Group Ltd with such information and materials as they may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(f) if applicable, the Partner warrants that it will pass through any and all of the Manufacturer’s applicable terms and conditions (in an agreed form) to the End User prior to the commencement of the Services or delivery of the Goods;
(g) ensure the End User or the Partner (as applicable) obtains and maintain all necessary licences, permissions and consents which may be required for the Goods & Services before the date on which the Services are to start, or the Goods & Services are to be used;
(h) comply with all applicable laws in its performance of the Contract, including Anti-Bribery Law, Criminal Finances Act 2017 and health and safety laws;
(i) comply with MPH Group Ltd’s anti-bribery policy as provided by MPH Group Ltd to the Partner from time to time and promptly report to MPH Group Ltd any request or demand for any undue financial or other advantage of any kind given or received by the Partner, End User or any of their sub-contractors in connection with the performance of a Contract;
(j) comply with any additional obligations as set out in the Service Specification and the Goods & Services Specification; and
(k) notify MPH Group Ltd if its VAT registration is amended in any way.

8.2 The Partner shall not (a) take any action or permit or authorize any action by a third party in violation of Anti-Bribery Laws; (b) use its own money or monies/consideration paid or provided to it for any unlawful purposes, and (c) directly or indirectly offer, promise, give, solicit or accept anything of value to or from a government official, government controlled enterprise or company, political party or any other person or company to gain an improper advantage or improperly influence any act or decision. If the Partner breaches this Clause, it will indemnify, defend, and hold MPH Group Ltd harmless against all Losses suffered or incurred by MPH Group Ltd related to the violation of any Anti-Bribery Laws.
8.3 The Partner acknowledges and agrees that the Goods & Services are subject to the export control laws and regulations of the UK & EU. The Partner will comply with all these laws and regulations set out by UK Department for International Trade and the Export Control Joint Unit
8.4 The Partner shall not, without prior appropriate government authorisation, export, re-export, or transfer any Goods & Services, either directly or indirectly, to any country subject to a U.K. trade embargo or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.K. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.K Government, UN or any other comparable European or local regulation.
8.5 In addition, any Goods & Services may not be exported, re-exported, or transferred to an End User engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
8.6 If MPH Group Ltd’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Partner or End User or failure by the Partner or End User to perform any relevant obligation (“Partner Default”):
(a) without limiting or affecting any other right or remedy available to it, MPH Group Ltd shall have the right to suspend performance of the Services or delivery of the Goods until the Partner remedies the Partner Default, and to rely on the Partner Default to relieve it from the performance of any of its obligations in each case only to the extent the Partner Default prevents or delays MPH Group Ltd’s performance of any of its obligations;
(b) MPH Group Ltd shall not be liable for any costs or losses sustained or incurred by the Partner arising directly or indirectly from MPH Group Ltd’s failure or delay to perform any of its obligations as set out in this Clause 8.6; and
(c) the Partner shall reimburse MPH Group Ltd on written demand for any costs or losses sustained or incurred by MPH Group Ltd arising directly from the Partner Default.

8.7 MPH Group Ltd may grant special prices and/or special conditions for the execution of particular projects subject to the permission of the respective Manufacturer and the delivery to the qualifying End User named in the offer. In such circumstances, the Partner undertakes to:
(a) comply with any terms and conditions advised by MPH Group Ltd;
(b) comply with the respective Manufacturer terms and conditions;
(c) hold ready all End User proofs of delivery such as delivery notes and invoices (blackening of irrelevant data is permitted for data protection compliance purposes) for the previous twelve months and to provide them on request to MPH Group Ltd and/or the Manufacturer; and
(d) sell the Goods & Services only to the qualifying End User.

8.8 In the event of refusal of the permission by the Manufacturer or non-compliance with any or all of the terms of Clause 8.7, MPH Group Ltd reserves the right to invoice the Partner for the difference between the special price and the usual price of the Goods & Services. Such an invoice will become payable immediately.
8.9 The Partner hereby confirms that they understand and accept that telephone calls to and from MPH Group Ltd may be recorded for training and monitoring purposes.
8.10 Where the Partner requests a credit account the Partner accepts and acknowledges that the granting of interest free credit by MPH Group Ltd is of commercial value to the Partner and that this credit is subject to compliance with these Conditions.

9. RETURNS

9.1 All returns of Goods can only be made, and will only be accepted by MPH Group Ltd if they comply with the following:
(a) prior authorisation must be obtained from MPH Group Ltd via MPH Group Ltd’s Market Place or such other method as MPH Group Ltd may advise. Such prior authorisation shall be given at MPH Group Ltd’s sole discretion;
(b) the request for the return complies with the rules specified in MPH Group Ltd’s after sales management tool;
(c) the Goods in issue must be returned within 14 days of the authorisation to return under Clause 9.1(a):
(d) the Goods must be properly and securely packed with the relevant returns reference and document attached and either be delivered to the address on the authorisation under Clause 9.1(a) on DDP Incoterms 2010 or be made available for collection by MPH Group Ltd’s carrier, as determined by MPH Group Ltd;
(e) for non-faulty Goods, the Goods must be in a saleable condition, unopened and with seals intact;
(f) the Goods must be accompanied by a list of the Goods; and
(g) for faulty Goods, the Goods must be in breach of the warranty in Clause 5.1 above.

9.2 MPH Group Ltd reserves the right to reject any Goods which do not comply with the conditions set out in Clause 9.1. If MPH Group Ltd agrees to accept any non-faulty Goods returned which are not in a saleable condition, MPH Group Ltd reserves the right to charge the cost to the Partner of bringing the non-faulty Goods into a saleable condition.
9.3 MPH Group Ltd reserves the right to test all Goods returned as faulty and to return to the Partner (at the Partner’s expense) any Goods found not to be faulty. MPH Group Ltd also reserves the right to levy an additional reasonable charge to cover the cost of such testing.
9.4 MPH Group Ltd reserves the right to levy a reasonable administration charge in respect of the rotation of Goods and returns.

10. CHARGES AND PAYMENT

10.1 Price lists and other advertising literature or material as used by MPH Group Ltd as an indication as to the price and range of the Goods & Services offered and no prices, descriptions or other particulars contained therein shall be binding on MPH Group Ltd. The marketed and official real-time price of the Goods &/or Services on Market Place shall be confirmed using the Market Place “On-line Check” facility. All other listed prices on Websites are shown on the understanding that they are a guideline only. The price for Goods & Services:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in MPH Group Ltd’s published price list as at the date of the Order; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods & Services, which shall be invoiced to the Partner.

10.2 The charges for Services shall be calculated in accordance with fee rates set out in the Professional Service Document.
10.3 Whilst MPH Group Ltd tries to ensure that all prices are accurate, errors may occur. If, prior to delivery of the Goods or performance of the Services, MPH Group Ltd discovers an error in the price of the Goods &/or Services or there is an increase in the cost to MPH Group Ltd of the Goods &/or Services due to reasons outside MPH Group Ltd’s control, MPH Group Ltd reserves the right to correct or increase the price of the Goods &/or Services, by giving notice to the Partner at any time before delivery, to reflect any increase in the cost of the Goods &/or Services to MPH Group Ltd. If the Partner objects to such a price increase, MPH Group Ltd may grant a right of cancellation.
10.4 All amounts payable by the Partner under the Contract are stated in Pounds Sterling, US Dollars or Euros (as stated in the invoice) and are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any VAT is due to be collected by MPH Group Ltd for a taxable supply for VAT purposes made under the Contract by MPH Group Ltd to the Partner, the Partner shall, on receipt of a valid VAT invoice from MPH Group Ltd, pay to MPH Group Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Goods & Services at the same time as payment is due for the supply of the Goods & Services.
10.5 In respect of Goods & Services, MPH Group Ltd shall invoice the Partner on or at any time after completion of despatch. In respect of Services, MPH Group Ltd shall invoice the Partner after receipt of the Order or at such other time as MPH Group Ltd deem appropriate at its sole discretion. If Goods or Services are delivered in instalments MPH Group Ltd shall be entitled to invoice each instalment upon delivery thereof. The Partner must notify MPH Group Ltd in writing within 7 days of the date of invoice of any errors within the invoice. Failure to do so will result in MPH Group Ltd assuming acceptance of the invoice in full.
10.6 Time for payment shall be of the essence of the Contract. Unless otherwise expressly agreed in writing, the Partner shall pay each invoice submitted by MPH Group Ltd:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by MPH Group Ltd.

10.7 MPH Group Ltd reserves the right to charge a surcharge on credit card transactions (which may exceed the amount charged to MPH Group Ltd by the credit card companies) by way of a handling or processing charge
These fees are-.
European Credit card 1.5% +20p
Outside of Europe credit card 2.99% +20p
Credit Ultimate Finance 3.63%
Pre-payment via Stripe -European 1.5%+20p, Outside Europe 2.99% +20p

10.8 If the Partner fails to make a payment due to MPH Group Ltd under the Contract by the due date, then, without limiting MPH Group Ltd’s remedies under Clause 16, the Partner 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 10.8 will accrue each day at the rate equivalent to that set for the purposes of section 6 of the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will be compounded on the first day of each calendar month and payable both before and after any judgment (unless the court orders otherwise).
10.9 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).
10.10 Should credit facilities be provided, the Partner undertakes to notify MPH Group Ltd without delay of any material change in its finances, structure, share ownership and/or value of assets which may affect the Partner’s credit status. In addition to any remedy available at law, failure to report any such changes may result in credit being withdrawn without prior notice. The Partner’s credit-limit may be withdrawn or amended without prior notice by MPH Group Ltd. If credit facilities are withdrawn all invoices shall become immediately payable by the Partner.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Partner hereby acknowledges that any Intellectual Property Rights used on or in relation to the Goods, Services, Websites or any Third-Party Software supplied hereunder, including, but not limited to, any title or ownership rights, shall at all times and for all purposes vest and remain vested in MPH Group Ltd, the Manufacturer or the Third Party Software owner (as applicable).
11.2 The Partner hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Services and/or Goods supplied and delivered by MPH Group Ltd (including if so, required the execution and return of a Third Party Software licence). The Partner is hereby notified that failure to comply with such terms and conditions could result in the Partner being refused a licence or having the same revoked by the proprietary owner. The Partner further agrees to indemnify MPH Group Ltd and keep MPH Group Ltd indemnified and hold it harmless in respect of all Losses suffered or incurred by MPH Group Ltd as the result of any breach by the Partner of such terms and conditions.
11.3 Unless otherwise expressly agreed in writing, no title or ownership of Intellectual Property Rights licensed to the Partner or an End User under the Contract is transferred to the Partner or End User under any circumstances.

12. DATA PROTECTION AND DATA PROCESSING

12.1 Both parties will comply with all applicable requirements of the Data Privacy Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Privacy Legislation.
12.2 Without prejudice to the generality of Clause 12.1, the Partner warrants that it has obtained Personal Data supplied to MPH Group Ltd in a compliant manner and has all necessary authorisation, approvals, contracts, consents and notices in place to enable lawful use, processing and transfer of the Personal Data to and by MPH Group Ltd, its agents and suppliers as required by the Contract. In addition, all notices, information and communication (including MPH Group Ltd’s Privacy Policy) required for MPH Group Ltd´s use and processing of Personal Data as described in the Contract (including the transfer of Personal Data to third parties) where it acts as a Controller, shall be provided to the relevant Data Subject, as directed by MPH Group Ltd from time to time.
12.3 Where MPH Group Ltd acts as a Processor for the Partner in the processing of End User Personal Data, and for the duration of the Contract, the following clauses shall apply:
(a) MPH Group Ltd will process Personal Data relating to the End Users (and related parties) on the written instructions of the Partner, in accordance with these Conditions, for the performance of the Contract and for any other agreed purposes, unless required otherwise by the laws of the United Kingdom or any member of the European Union, if applicable;
(b) MPH Group Ltd will 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);
(c) MPH Group Ltd will ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) MPH Group Ltd will not transfer any Personal Data outside of the UK (other than to European Economic Area) unless the following conditions are fulfilled:
(i) MPH Group Ltd or the Partner has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) MPH Group Ltd complies with its obligations under the Data Privacy Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) MPH Group Ltd complies with reasonable instructions notified to it in advance by the Partner with respect to the processing of the Personal Data;
(e) MPH Group Ltd will assist the Partner, at the Partner’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Privacy Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) MPH Group Ltd will notify the Partner without undue delay on becoming aware of a Personal Data Breach or any request from a supervisory authority or regulator for information or any form of investigation in relation to processing carried out under these Conditions;
(g) MPH Group Ltd will at the written direction of the Partner, delete or return Personal Data and copies thereof to the Partner on termination of these Conditions unless required by applicable law or by regulation to store the Personal Data;
(h) To the extent required by Data Privacy Legislation, MPH Group Ltd will maintain complete and accurate records and information to demonstrate its compliance with this Clause 12.3, which shall be promptly provided to the Partner on request, and to the extent audit obligations mandated by Data Privacy Legislation may not be otherwise satisfied, audits and inspections will be conducted during regular business hours, without interfering with MPH Group Ltd’s operations and upon reasonable prior written notice. MPH Group Ltd may determine that such audits and inspections are subject to the execution of a confidentiality undertaking. The parties shall, acting reasonably, agree the scope and parameters of any such audit. MPH Group Ltd shall be entitled to reject auditors which are competitors of MPH Group Ltd. The Partner shall inform MPH Group Ltd without undue delay and comprehensively about any errors or irregularities detected during an audit; and
(i) Where MPH Group Ltd appoints any third party processor of Personal Data under these Conditions, prior to such appointment MPH Group Ltd will enter into a written agreement with the third-party processor, incorporating terms which are no less stringent than those set out in these Conditions. Where there is a change to any such third party processors, MPH Group Ltd will notify the Partner either through the website uk.techdata.com or directly.

12.4 MPH Group Ltd may, at any time on not less than 30 days’ notice, revise Clause 12.3 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
12.5 MPH Group Ltd acts as a Controller if:
(a) it collects Personal Data in connection with the Partner’s operations (such as Personal Data relating to the Partner’s employees);
(b) MPH Group Ltd processes End User Personal Data provided by the Partner for:
(i) carrying out fraud, anti-money laundering, sanctions and any other checks and investigating and prosecuting fraud, money laundering or sanctions violations in connection with the establishment and maintenance of a client relationship and provision of services;
(ii) compliance with legal and regulatory obligations;
(iii) anonymization and/or data analytics; or
(iv) the fulfilment of the Contract, and is required to transfer such Personal Data to third parties who are acting as a Data Controller, such as carriers or Manufacturers,
but will not make such Personal Data available to third parties, unless such third parties have committed themselves to confidentiality and compliance with Data Privacy Legislation. MPH Group Ltd implements and maintains appropriate technical and organizational measures in line with the requirements of the Data Privacy Legislation.
12.6 The Partner acknowledges that
(a) it has read and understood MPH Group Ltd’s Privacy Policy and agrees at all times to comply with it; and
(b) data which is not Personal Data, and Personal Data which has been anonymised, may be used by MPH Group Ltd as it may determine.

12.7 In order to accept an Order from the Partner it may be necessary for MPH Group Ltd to verify the Partner’s financial standing and MPH Group Ltd reserves the right to obtain information on the Partner’s creditworthiness from credit agencies or credit insurers (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Partner to any credit reference agency or to any other company in any corporate group of which it is a member.

13. CONFIDENTIALITY

13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Partners, clients or suppliers of the other party, except as permitted by Clause 13.2.
13.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

14. USE OF WEBSITES

14.1 The Partner:
(a) shall not and shall ensure that its administrator and users do not pass any login user details for any of the Websites to third parties or unauthorised personnel under any circumstances as the use of the login details on a Website which have been issued to the Partner by MPH Group Ltd (including an administrator or user through the Website) will be deemed to be evidence that the Partner authorises the Orders and information placed on Websites;
(b) shall ensure that all information held on Websites about the Partner, including the details of the administrator, the users, the postal and delivery addresses, are up to date at all times as MPH Group Ltd is not liable for any inaccuracies in the information provided by the Partner on the Websites; and
(c) acknowledges and agrees that MPH Group Ltd may, at any time, take steps to validate users added to any Websites.

14.2 MPH Group Ltd will not be liable for any losses or damages resulting from Websites being unavailable. Whilst MPH Group Ltd endeavours to provide 24 hours a day access to Websites, MPH Group Ltd reserves the right to suspend any Website operation, temporarily or permanently and without prior notice. MPH Group Ltd shall not be liable for any losses which result due to technical incompatibilities or system errors of Websites.
14.3 All Orders must be placed on Market Place before 16:00 UK time to qualify for a next working day delivery of the Goods within the UK.
14.4 MPH Group Ltd reserves the right to monitor the usage of its Websites to ensure compliance with these Conditions. If MPH Group Ltd determines, at its sole discretion, that the Partner is in breach of these Conditions, or, is misusing a Website, MPH Group Ltd may withdraw and/or amend access immediately and without prior notice.

15. LIMITATION OF LIABILITY

15.1 This clause sets out the entire financial liability of MPH Group Ltd and includes liability in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract.
15.2 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; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.3 Subject to Clause 15.2, MPH Group Ltd’s total liability to the Partner shall not exceed the total charges. Where:
(a) total charges means all sums paid or payable by the Partner under the Contract in respect of Goods and Services which relate to the breach, whether or not invoiced to the Partner, in total up to a maximum of £1,000,000; and
(b) total liability means MPH Group Ltd’s total liability for all and any claims (whether connected or not) including liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with all Contracts between MPH Group Ltd and the Partner in any 12-month period.

15.4 Subject to Clause 15.2 and except for a claim under an indemnity, the following types of loss are wholly excluded by the parties:
(a) loss of profits;
(b) loss of sales, business or business opportunity;
(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;
(g) loss, additional payments, damage or inconvenience the Partner or any End User may suffer arising from the suspension or termination of any Authorised Reseller Programme suffered by the Partner that arises under or in connection with the Contract; and
(h) indirect or consequential loss.

15.5 MPH Group Ltd has given commitments as to compliance of the Goods and Services with relevant specifications in Clauses 5 and 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods & Services Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
15.6 The Partner shall indemnify MPH Group Ltd and keep MPH Group Ltd indemnified and hold it harmless against all Losses suffered or incurred by MPH Group Ltd arising out of or in connection with any:
(a) claims made against MPH Group Ltd by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods & Services, to the extent that the defect in the Goods & Services is attributable to the acts or omissions of the Partner, its employees, agents or subcontractors;
(b) claims made against MPH Group Ltd by third parties which arises from any MPH Group Ltd performance or non-performance pursuant to the instructions of the Partner or its authorised representative;
(c) claims arising out of or in connection with any breach of Clause 4.7; and
(d) any breach of Clause 14.1(a).

15.7 This Clause 15 shall survive termination of the Contract.

16. TERMINATION

16.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so; or
(b) the other party becomes subject to an Insolvency Event.

16.2 Without affecting any other right or remedy available to it, MPH Group Ltd may terminate the Contract with immediate effect by giving written notice to the Partner:
(a) if the Partner fails to pay any amount due under the Contract on the due date for payment; or
(b) if the Partner breaches Clauses 8.1(h) or 8.1(i); or
(c) (in accordance with Clause 18.1.

16.3 Without affecting any other right or remedy available to it, MPH Group Ltd may suspend the supply of Services or all further deliveries of Goods & Services under the Contract or any other contract between the Partner and MPH Group Ltd if the Partner fails to pay any amount due under the Contract on the due date for payment, the Partner becomes subject to an Insolvency Event, or MPH Group Ltd reasonably believes that the Partner is about to become subject to an Insolvency Event.
16.4 If any applicable Manufacturer:
(a) terminates any Authorised Reseller Programme with the Partner; or
(b) becomes subject to an Insolvency Event,
MPH Group Ltd may terminate or temporarily suspend the provision of affected Goods & Services and MPH Group Ltd will have no further obligation or liability (including liability for any loss, additional payments, damage or inconvenience) to the Partner or the End User in respect of those Goods & Services or the Contract. MPH Group Ltd shall use reasonable endeavours to engage a new Manufacturer on materially similar terms in a reasonable period. If the Partner agrees, the Partner will pay an additional charge to MPH Group Ltd in respect of the new Manufacturer’s provision of the Goods & Services. Any delay by MPH Group Ltd in suspending or terminating the provision of the Goods or Services shall not constitute a waiver under this provision.
16.5 Furthermore, the Partner recognises that MPH Group Ltd will be an ordinary creditor of the Manufacturer if an Insolvency Event occurs. MPH Group Ltd will use reasonable endeavours to obtain repayment of any fees paid by the Partner in respect of Services not yet performed by the Manufacturers, but MPH Group Ltd shall not be liable to pay those fees to the Partner or End User if they are not repaid by the Manufacturer or its appointed insolvency practitioner.

17. CONSEQUENCES OF TERMINATION

17.1 On termination of the Contract:
(a) the Partner shall immediately pay to MPH Group Ltd all of MPH Group Ltd’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, MPH Group Ltd shall submit an invoice, which shall be payable by the Partner immediately on receipt; and
(b) the Partner shall return all Goods which have not been fully paid for or any free samples or evaluation Goods. If the Partner fails to do so, then MPH Group Ltd may enter the Partner’s premises and take possession of them. Until they have been returned, the Partner shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

17.2 Termination of the Contract shall not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
17.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

18. FORCE MAJEURE

18.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or a failure to perform, any of its obligations under the Contract (except for payment) if such delay or failure result from events, circumstances or causes beyond its reasonable control including non-performance by suppliers, carriers, Manufacturers or Manufacturers undergoing an Insolvency (a “Force Majeure Event”). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one month, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

19. GENERAL
19.1 MPH Group Ltd may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
19.2 The Partner 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 the Contract without the prior written consent of MPH Group Ltd.
19.3 Any notice given to a party under or in connection with these Conditions shall be in writing and shall be 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).
19.4 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am UK time on the second Business Day after posting.
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.
19.5 Severance. If any provision or part-provision of the Contract 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 Contract.
19.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

19.8 Entire agreement
(a) The Contract, including any supplemental terms referred to in Clause 19.8(d) below, 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 acknowledges that in entering into the Contract it does not rely on, and 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 based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.

19.9 Third parties’ 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.

19.10 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by an authorised representative of the parties. MPH Group Ltd may vary these Conditions by issuing a new version on the website www.mphgroup.uk, within the MPH Market Place or as communicated to the Partner from time to time. Any Order placed after any variation to these Conditions have been so communicated will be deemed to incorporate the variation in the Contract.
19.11 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 laws of England and Wales.
19.12 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.