Terms and Conditions

Terms & Conditions

These standard conditions of contract together with any and all documents referred to within (“Terms”) shall be deemed as validly incorporated between Maylr Ltd, a company registered in England and Wales under company number 12565216, registered oEice is Unit A8 Chaucer Business Park, Kemsing, TN15 6PW (“Maylr”) and the “Customer”, being any company and/or persons identified in a “Scope of Work” or “SoW” (the document and/or quote set out under separate cover describing the goods and/or services proposed in response to an order from the Customer to Maylr).

The Terms and SoW shall form the entire agreement between Maylr and the Customer to the entire exclusion of any other terms provided by the Customer to Maylr during the course of dealing and/or any implied terms provided by statute (to the extent that they are able to be excluded).

In the event of a conflict or inconsistency between these Terms and a SoW, the terms of the SoW shall prevail. For the avoidance of doubt, the Customer’s instruction to Maylr to provide goods and/or services, whether oral or written, shall be deemed as the Customers unequivocal acceptance of the Terms and the mutual termination of any and all other terms that may be in existence at that time.

1. Relationship between Maylr and Customer

1.1 Any order placed by the Customer includes a warranty that the Customer is at least 18 years of age and capable of providing consent to enter into legal relations.

1.2 The Customer is responsible for ensuring that its order and any specification submitted is complete and accurate.

1.3 Maylr reserves the right to review the order and all orders are subject to acceptance by Maylr.

1.4 Maylr or any of its aEiliates shall provide the services and/or goods specified in the SoW. The SoW will be entered into by Maylr or the relevant aEiliate that will be providing the services and/or goods subject to these Terms and references in these Terms to Maylr shall be construed as references to the applicable Maylr entity that has entered into the SoW.

1.5 No order or SoW may be cancelled by the Customer except with the agreement in writing of Maylr and on terms that the Customer shall indemnify Maylr in full against all reasonable losses, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Maylr as a result of such cancellation.

1.6 No The Customer will receive correspondence from Maylr if for any reason Maylr are unable to fulfil the order.ion.

2. Availability and delivery

2.1Timescales for fulfilment are provided by Maylr. For the avoidance of doubt, Maylr shall use reasonable endeavours to provide the services and/or deliver the goods in accordance with such timescales but, for the avoidance of doubt, any timescales provided are estimates only and time is not of the essence.

2.2Maylr may deliver goods by instalments which may (at Maylr discretion) be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

2.3If prototype artwork is not provided by the Customer and Maylr provide the Customer with template artwork, the Customer shall notify Maylr whether the artwork is accepted, as soon as reasonably possible. Maylr shall not proceed with the services and/or goods until such acceptance has been received and Maylr shall not be liable for any loss or damage caused by delays that result from delayed acceptance from the Customer. If the Customer has not accepted the prototype artwork within 30 (thirty) days of Maylr sending it to the Customer, Maylr may at its discretion cancel the order.

2.4If no prototype artwork is provided, Maylr shall commence processing the order once the order is accepted pursuant to clause 1.3.

3. Risk and title

3.1 Title in all goods provided by Maylr (excluding those owned by the Customer and provided to Maylr for fulfilment) shall remain vested in Maylr until the full invoice amount has been paid by the Customer.

3.2 Risk in any goods provided by Maylr shall pass from Maylr to the Customer at the point Maylr places the goods with Customer and/or postal provider or any other party of the Customers instruction.

3.3 Title in goods that are provided to Maylr by or on behalf of the Customer for storage and/or fulfilment shall remain with the Customer and the risk shall pass to Maylr whilst the goods are in its possession and until Maylr places the goods with the Customer and/or a postal provider or any other party of the Customer’s instructions

4. Prices and payments

4.1 Goods, services and delivery charges are subject to change; Maylr reserves the right to amend charges reasonably.

4.2 All prices, unless otherwise stated, are in Pound Sterling currency (GBP).

4.3 All quoted charges for goods and/or services and/or delivery shall be exclusive of VAT or other relevant sales tax which Maylr will add to its invoices at the prevailing rate.

4.4 The Customer warrants that where any VAT or other relevant sales tax is added in accordance with delivery in a territory outside the UK, the Customer shall be exclusively liable for payment.

4.5 Maylr reserves the right to adjust the VAT or other relevant sales tax amount on any order prior to payment in full if the prevailing rate is altered at any time prior to full payment for the goods and/or services. For the avoidance of doubt, no part-payment shall restrict the rights granted to Maylr under this clause 4.

4.6 The Customer must comply with all applicable laws and regulations of the country to which the products are delivered, (including but not limited in respect of any intellectual property rights, copyright and property misdescription). Maylr will not be liable for any breach by the Customer of these or any such other laws.

4.7 Acceptable methods of payment via Debit or Credit card; Visa, Visa Debit, MasterCard, Maestro, American Express and Apple Pay. For alternative methods of payment, contact Maylr.

4.8 Payment by invoice shall be permitted at Maylr’s sole discretion. The Customer shall pay for goods and/or services 30 (thirty) days from the date of Maylr’s invoice. Maylr shall be entitled to produce an invoice on completion of production of goods and/or completion of services; or at such intervals as Maylr acting reasonably shall determine.

4.9 If payment by invoice is not permitted pursuant to clause 4.8, the Customer shall pay the charges payable in advance of services and/or goods being provided.

4.10 In the event that the Customer is in breach of its payment obligations under the Terms then Maylr shall provide written notice of such breach, specifying in detail the nature of the breach and providing seven (7) days’ notice to remedy such breach if capable of remedy. If the Customer fails to remedy such breach Maylr shall be entitled to terminate or suspend the services and/or the provision of the goods without prejudice to any pre-existing rights and obligations of either party. Maylr shall have no liability or responsibility should the services and/or goods fail to comply with the Customer’s order as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staE) being in breach of the Terms.

4.11 At the discretion of Maylr, late payment interest charges shall apply in the event that the Customer fails to pay any invoice within the 30 (thirty) days as per clause 4.8. For all payments subject to the late payment interest charge, this shall be charged at 4% (four percent) above the Bank of England base rate.

4.12 Where Maylr exercises the right to vary the charges in accordance with clause 4.1 the Customer may receive correspondence informing of those variations for acceptance or refusal of the newly quoted charges. For the avoidance of doubt, where the Customer refuses the varied charges or where no correspondence was provided by Maylr to Customer, Maylr shall have no liability in respect of producing goods and/or services.

4.13 If it is a pricing error which is obvious or unmistakable and could have reasonably been recognised by the Customer as an error, Maylr do not have to provide the products or deliver the service to you at the incorrect (lower) price.

4.14 If there is a dispute on any invoice, the Customer warrants that it will contact Maylr via email at accounts@maylr.co.uk within (10) ten days of the date of the invoice to notify of Maylr that such payment is in dispute.

5. Specifications

5.1 Maylr shall supply reasonable information required for the Customer to obtain an accurate description of the goods and/or services provided. Maylr shall have no liability in respect of assurances in respect of colour and/or specification to those displayed via electronic viewing devices.

5.2 The Customer warrants and represents that; any image, content and/or other material submitted shall;

5.2.1 be accurate (factual described content);

5.2.2 comply with all applicable laws in the UK and/or any country from which it is submitted;

5.2.3 not contain any image, content and/or material which is defamatory of any person;

5.2.4 not contain any image, content and/or material which is obscene or hateful;

5.2.5 not promote sexually explicit image, content, material or violence;

5.2.6 not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

5.2.7 not infringe any intellectual property rights of any other person

5.3 All products are provided by Maylr strictly in accordance with any file submitted by the Customer to Maylr. To the extent permitted by law, Maylr shall accept no liability in respect of unwanted or defective products (including outputs from services provided) where such defect relates to an error in the file submitted by the Customer to Maylr or an inconsistency between the file and the Customer’s order.

5.4 In respect of any data (including artwork), Maylr shall, at its sole discretion, delete any such data at any time following delivery. At any time, the Customer shall be entitled to contact Maylr for confirmation.

6. Provision of services

6.1 Maylr shall use reasonable endeavours to procure that all goods and/or services comply with any and all; samples, drawings, specifications or goods as advertised. Maylr reserves the right to make any changes to the goods and/or services to comply with amendments in applicable law.

6.2 Maylr shall provide the services and/or goods using reasonable skill and care and in accordance with these Terms and the applicable SoW.

7. Refunds, returns, retouches and reprints

7.1 Except in the event of a breach by Maylr of the warranty in clause 8.1, the Customer shall have no remedy in respect of a refund and/or return of goods and/or services.

7.2 Where a breach of the warranty in clause 8.1 is evidenced by the Customer in writing, Maylr shall, acting reasonably, investigate and where liable remedy any defects by reprinting or retouching the order free of charge. Any errors must be reported in writing within five (5) days of delivery of the goods and the Customer shall call Maylr on 0203 873 1054 (Mon – Fri 9:00am – 5:30pm) or email on info@wearemaylr.com to enable Maylr to remedy this.

7.3 In the event that the Customer exercises their right to report an error under clause 8.2, the Customer warrants that any disputed goods and/or services shall remain confidential and/or not made publicly available and/or not used and/or not published.

8. Warranty

8.1 Maylr warrant and represent that any and all goods and/or service shall on delivery;

8.1.1 conform (in all material respects) with its description;

8.1.2 be of satisfactory quality; and

8.1.3 be reasonably fit for purposes held out by Maylr.

8.2 Maylr will not be liable for breach of the warranty set out in Clause 8.1 if:

8.2.1 The Customer makes any further use of the goods after notifying Maylr of any non-conformity of the goods under Clause 8.1;

8.2.2 The defect arises because the Customer failed to follow Maylr’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;

8.2.3 The defect arises as a result of Maylr following any drawing, design or specification supplied by the Customer;

8.2.4 The Customer alters or repairs the goods without Maylr written consent;

8.2.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or8.2.6. The goods diEer from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9. Maylr liability

9.1 The total liability of Maylr arising in connection with the performance or contemplated performance of these Terms, including but not limited to liability in contract, tort (including negligence (whether innocent or negligence) or breach of statutory duty), misrepresentation, restitution or otherwise, for actual loss or damage incurred by the Customer shall be limited to the reproduction or rectification by Maylr of the defective goods and/or services; or where such reproduction is not reasonably practicable, a sum equivalent to the net quoted cost for the goods and/or services as provided by Maylr in accordance with these terms.

9.1 If Maylr has recommended how the goods should be packaged for sending, and the Customer does not follow Maylr’s recommendation, Maylr shall not be liable for any damage or loss caused to the goods due to the manner in which the goods were packaged.

9.3 Nothing in these Terms excludes or limits our liability for:

9.3.1 death or personal injury caused by our negligence;

9.3.2 fraud or fraudulent misrepresentation;

9.3.3 any other liability that it would be illegal or unlawful to limit or exclude liability for.

10. Liability of Customer

10.1 The Customer shall indemnify and hold Maylr harmless for any and all losses, claims, direct damages, costs, fines, legal fees and expenses incurred by or claimed against Maylr for breach of Data Protection Laws and in any claim for or in connection with defamation or libel, illegal content, infringement of any design rights, patent rights, intellectual property rights or copyright, or from acting on the Customers instructions in processing of any personal data; arising as a result of or in connection with any goods and/or services produced or provided by Maylr for the Customer on an indemnity basis. Maylr may at its sole discretion and acting reasonably, refuse to provide goods or services to the Customer where it considers that to do so may give rise to any claim falling within this clause and/or generally; however, the Customer shall not be entitled to limit, exclude or restrict its liability where Maylr fails, acting reasonably, to refuse a provision of goods or services.

10.2 The Customer warrants and represents that it shall comply with all applicable laws and regulations of the country for which the goods and/or services are destined and will defend and hold harmless Maylr from any and all losses, claims, damages, costs, fines, legal fees and expenses incurred by or claimed against Maylr for breach of any applicable laws for which the Customer is subject to.

10.3 The Customer warrants that it shall check any images provided by Maylr following a photo edit and/or check request from the Customer for the purpose of ensuring accuracy of images and agree to indemnify Maylr against any and all actions, legal or otherwise that arises as a result.

10.4 The Customer shall indemnify Maylr against any and all losses, claims, damages, costs, fines, legal fees and expenses incurred by or claimed against Maylr for any breach by the Customer of clause 5.2.

11. Term and Termination

11.1 The Terms shall commence from the date the Customer provides to Maylr written acceptance of the SoW (“EPective Date”) and shall remain in full force until the SoW terminates, unless otherwise agreed by the parties or earlier terminated in accordance with these Terms.

11.2 Without prejudice to any rights that the parties have accrued under these Terms or any of their respective remedies, obligations or liabilities, a party may terminate these Terms with immediate eEect by giving written notice to the other party if:

11.2.1 the other party commits a breach of any material term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so;

11.2.2 the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

11.2.3 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all of a substantial part of its business.

11.3 Termination of these Terms, for any reason, shall not aEect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

11.4 On termination of these Terms for any reason: obligations or liabilities of the parties existing at termination.

11.4.1 Maylr shall immediately cease provision of the services and/or goods;

11.4.2 the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (i) all remaining amounts owing (ii) any termination fees that Maylr incurs from any of its third parties as a consequence of such early termination.

12. Third Party Statements

12.1 Except as agreed between the parties in writing, neither party shall issue any press release(s) or other public announcement(s) or make any statements to any third party (provided that each party may disclose the terms hereof to its oEicers, directors, employees, attorneys, contractors, and agents to the extent any of such persons has a need to know such information, and provided further that the applicable party has clearly informed each of them of the confidential status of this information and of their obligation to treat the terms hereof confidentially) with regard to the existence or terms of these Terms and Conditions, the applicable SOW or any of the other parties’ activities for clients without the prior written consent of the other party.

12.2 Neither party shall make any defamatory or derogatory statements about the other party or take part in any activities which could be derogatory to the reputation, image or goodwill of the other party.

13. Varying of Terms and Conditions

13.1 Maylr reserve the right to amend these Terms from time to time to reflect changes in market conditions, including technological advances, payment method variations, amendments to laws, regulatory requirements and Maylr’s management systems.

13.2 The Customer agrees to comply with these Terms and all relevant policies of use at the time that the order is placed. Maylr shall notify all customers of any changes to policies and/or Terms, any order placed following any notice of amendment sent by Maylr, Customer instruction to provide goods and/or services, whether oral or written, shall be deemed as the Customers unequivocal acceptance of the amended Terms.

14. Intellectual Property

14.1 “Background Materials” means all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instructions manuals and procedures (including, but not limited, to software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by Maylr which may have been created outside the scope, or independently of, the goods and/or services and/or these Terms, and including all updates, modifications, derivatives or future developments thereof.

14.2 “Intellectual Property Rights” means any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of Clients, marketing methods and procedures and advertising literature, including the “look and feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar eEect to any of these that may subsist anywhere in the world now or in the future, in each case for their full term, together with any future rights and renewals or extensions.

14.3 Subject to Clause 14.4 below, on creation by Maylr and upon Maylr receiving payment in full of the applicable invoice, all Intellectual Property Rights in bespoke materials created exclusively for the Customer under the goods and/or services (”Bespoke IPR”) for the Customer shall vest automatically in the Customer. Maylr hereby assigns to the Customer its present and future rights and full title and interest in such creations, including but not limited to workflows, widgets, business processes, and customised web coding which are used in order to provide the goods and/or services. The Customer hereby provides an irrevocable, worldwide, royalty-free licence to Maylr for the duration of these Terms to use such Bespoke IPR strictly for the purposes of providing the goods and/or services.

14.4 Notwithstanding Clause 14.3 above, Maylr and its respective licensors shall retain exclusive ownership of (i) all of its Background Materials; and (ii) ideas, concepts, techniques and know-how discovered, created or developed by Maylr during the performance of the goods and/or services that are of general application and that are not based on or derived from the Client’s business or Confidential Information (as defined below) (“General IP”, together with the Background Materials, the “Maylr Intellectual Property”). Maylr grants to the Customer a non-exclusive, irrevocable, worldwide royalty free and non-transferable licence to use Maylr Intellectual Property. The Customer may not, at any time including after termination of these Terms, share any Maylr Intellectual Property with any third party without Maylr’s prior written consent. Maylr may treat the Customer’s breach of this Clause 14.2. as a breach of the Terms

15. Confidentiality

15.1 “Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its employees, oEicers, representatives, advisers or subcontractors involved in the provision or receipt of the goods and/or services (together, its “Representatives”) to the other Party and that party’s Representatives in connection with these Terms which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.

15.2 Each party agrees and undertakes that it will treat all Confidential Information disclosed to it by the other party in connection with the Services as strictly confidential and shall use it solely for the purpose intended by the Services and shall not, without the prior consent of the other party, publish or otherwise disclose to any third party any such Confidential Information except for the purposes intended by the relevant SoW.

15.3 To the extent necessary to implement the provisions of any Services, each party may disclose Confidential Information to its Representatives, in each case under the same conditions of confidentiality as set out in Clause 15.2.

15.4 The obligations of confidentiality set out in this Clause 15 shall not apply to any information or matter which: (i) is in the public domain other than as a result of a breach of these Terms; (ii) was in the possession of the receiving party prior to the date of receipt from the disclosing party or was rightfully acquired by the receiving party from sources other than the disclosing party; (iii) is required to be disclosed by law, or by a competent court, tribunal, securities exchange or regulatory or governmental body having jurisdiction over it wherever situated; or (iv) was independently developed by the receiving Party without use of or reference to the Confidential Information.

16. Data Protection

16.1 Where Maylr receives personal data from the Customer, Maylr shall act as data processor, the Customer shall be the data controller and both parties shall comply with (to the extent UK data protection legislation applies) the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and (to the extent EU data protection legislation applies) the GDPR (General Data Protection Regulation 2016/679) as amended from time to time and the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data (together the “Applicable Data Protection Laws”).

16.2 The Customer warrants that it has obtained the necessary consents for lawful use of any such personal data by Maylr in the provision of goods and/or services and shall on Maylr’s request, provide reasonable evidence of such consent.

16.3 Maylr shall be entitled to delete, reject or return any data to the Customer that is not provided in accordance with Clause 16.1 or Clause 16.2 without incurring any liability whatsoever. Words and phrases defined in the Applicable Data Protection Laws shall have the same meanings as in this Clause 16.

16.4 In relation to the personal data provided by the Customer, the applicable SoW sets out the scope, nature and purpose of processing by Maylr, the duration of the processing and the types of personal data and categories of data subject.

16.5 Without prejudice to the generality of Clause 16.1, Maylr shall, in relation to personal data:

16.5.1 process that personal data only on the documented instructions of the Customer, which shall be to process that Customer personal data for the purposes and duration set out in the applicable SoW, unless Maylr is required by the applicable laws to otherwise process that personal data. Where Maylr is relying on applicable laws as the basis for processing Customer personal data, Maylr shall notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit Maylr from so notifying the Customer. Maylr shall inform the Customer if, in the opinion of Maylr, the instructions of the Customer infringe Applicable Data Protection Laws;

16.5.2 implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer personal data and against accidental loss or destruction of, or damage to, Customer personal data, which the Customer has reviewed and confirms are 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;

16.5.3 ensure that any personnel engaged and authorised by Maylr to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

16.5.4 assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Maylr), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

16.5.5 notify the Customer without undue delay on becoming aware of a Customer personal data breach involving the personal data;

16.5.6 at the written direction of the Customer, delete or return Customer personal data and copies thereof to the Customer on termination of the Terms unless Maylr is required by applicable law to continue to process that Customer personal data. Customer personal data shall be considered deleted where it is put beyond further use by Maylr; and

16.5.7 maintain records to demonstrate its compliance with this Clause 16 and allow for reasonable audits by the Client or the Client’s designated auditor, for this purpose, on reasonable written notice.

16.6 The Customer hereby provides its prior, general authorisation for Maylr to:

16.6.1 appoint processors to process the Customer personal data, provided that Maylr:

16.6.1.1 shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Maylr in this Clause 16;

16.6.1.2 shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Maylr; and

16.6.1.3 shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Maylr’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify Maylr for any losses, damages, costs (including legal fees) and expenses suEered by Maylr in accommodating the objection;

16.6.2 only transfer Customer personal data outside of the UK as required for the provision of the Services, provided that Maylr shall ensure that all such transfers are eEected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Maylr, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK data protection legislation applies to the transfer).

17. Force Majeure

17.1 Maylr shall not be liable to the Customer for any loss of any kind whatsoever, including but not limited to, any damages or abatement of charges whether directly or indirectly caused or incurred by the Customer by reason of any failure or delay in the performance of Maylr of its obligations in relation to the provision of goods and/or services, which is caused, wholly or partly, by circumstances beyond Maylr’s reasonable control, including without derogation from the generality of the foregoing, any delays caused by the Customers failure to perform or delay in performing its obligations under these Terms; third party delay or non-performance; act of god; pandemic or epidemic; failure or shortage or power supplies; flood; lightning or fire; act or omission of government, local or district authorities; public telecommunications operators or other competent authorities; war; military operations; riot and any denial of access.

18. Dispute Resolution

18.1 If a dispute arises under these Terms (“Dispute”), including any Dispute arising out of any amount due to a party hereto, then before bringing any suit, action or proceeding in connection with such Dispute, a party must first give written notice of the Dispute to the other party describing the Dispute and requesting that it is resolved under this dispute resolution process (“Dispute Notice”).

18.2 If the parties are unable to resolve the Dispute within thirty (30) calendar days of delivery of the Dispute Notice, then each party will promptly (but no later than five (5) days thereafter):

18.2.1 18.2.1. appoint a designated representative who has suEicient authority to settle the Dispute (“Designated Representative”); and

18.2.2 notify the other party in writing of the name and contact information of such Designated Representative.

18.3 The Designated Representatives will then meet as often as they deem necessary in their reasonable judgment to discuss the Dispute and negotiate in good faith to resolve the Dispute. The Designated Representatives will mutually determine the format for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one Party to the other Party will be honoured.

18.4 If the parties are unable to resolve the Dispute within thirty (30) calendar days after the appointment of both Designated Representatives, then either party may proceed with any other available remedy.

19. Third party rights

19.1 A person who is not party to these Terms shall have no rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999 to enforce them in whole or in part.

20. Notices

20.1 A reference to “in writing” in these Terms includes email.

20.2 Any notice given under or in connection with the Terms must be in writing and be delivered by hand, sent by prepaid first-class post or other next working day delivery service, or email.

20.3 A notice is deemed to have been received:

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

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

20.3.3 if sent by email, at 9.00 am the next working day after transmission.

20.4 In proving the service of any notice, it will be suEicient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

20.5 In proving the service of any notice, it will be suEicient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

21. Severance

21.1 If any part of these terms is held by a court of competent jurisdiction to be invalid or unenforceable, it shall be severed with the remainder of the terms continuing to be valid and enforceable to the fullest extent reasonably

22. Assignment

22.1 The Customer shall not without the prior written consent of Maylr (such consent not to be unreasonably withheld or delayed) assign or, transfer or charge or deal in any other manner with either the benefit or the burden of these
Terms or any of its rights or obligations under it, or purport to do any of the same, nor sub-contract any or all of its obligations under these Terms.

23. Waiver

23.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

24. Law and jurisdiction

24.1 The Terms shall be interpreted and construed exclusively in accordance with accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.