All notices hereunder shall be in writing and shall be sent by registered post, return receipt requested, overnight courier, messenger, facsimile (with confirmation of receipt), or e-mail (with confirmation of receipt), to the applicable address. If the notice is sent by mail, the effective date of the notice will be the third day after the date of posting. If the notice is sent by overnight courier, the effective date of the notice will be one day after the notice was given to the courier service, as shown by the courier service’s records. If the notice is hand delivered, the effective date of the notice will be the date shown on a written receipt given by the recipient to the messenger. If the notice is sent by facsimile or e-mail, the effective date of the notice will be the date shown on the confirmation of receipt.
19.2 Relationship of the Parties
Each party is acting as an independent contractor and not as an agent, partner, employee or part of a joint venture with the other party for any purpose. Except as provided in these terms and conditions neither party has the authority to enter into any commitment or incur any liability on behalf of the other.
If any provision of these terms and conditions are held to be inconsistent with any present or future law, ruling, rule or regulation of any court or authority having jurisdiction over the subject matter of these terms and conditions such provision shall be deemed to be rescinded or modified to the minimum extent necessary to comply with such law, ruling rule or regulation, and the remainder of these terms and conditions shall not be affected thereby.
19.4 Entire Agreement
These terms and conditions constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all letters and/or other communications by and between the Parties hereto (including, without limitation, by and between their respective agents, attorneys and so forth) regarding the subject matter hereof save in respect of any valid variation to these terms and conditions pursuant to clause 1.3.
19.5 Governing Law
This Agreement shall be construed in accordance with the laws of England and Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales to settle any disputes which may arise in connection with this Agreement.
Each of the Client and the Company may, at its respective election and upon notifying the other party, assign this Agreement or any of its rights hereunder to any parent, subsidiary, affiliate or any subsidiary of such parent. Any other proposed assignment by the Client or by the Company requires the written consent of the other party to this Agreement, such consent not to be unreasonably withheld.
No failure to exercise, and no delay in exercising any right, power or privilege under these terms and conditions shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege hereunder.