Digital Agency Service: Terms and Conditions for MCR.MARKETING and All Associated Sub-Domains
MCR Trading Limited – Digital Marketing Terms and Conditions
MCR Marketing is a trading name of MCR Trading Limited
The Client's attention is particularly drawn to the provisions of clause 10.
1.1 Definitions. In these Conditions, the following definitions apply:
Advertising Networks: the adverting networks that MCR Trading agrees to provide the Services in connection with as set out in the Contract Order Form.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Campaign: the creation, installation, management, development and employment of a paid advertising network strategy as set out in the Contract Order Form.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 6, including the Initial Fee and the Monthly Charges.
Client: the person or firm who purchases Services from MCR Trading.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.8.
Contract: the contract between MCR Trading and the Client for the supply of Services in accordance with these Conditions.
Contract Order Form: the order form issued by MCR Trading to the Client.
Conversion Tracking Codes: the Google conversion tracking codes or other conversion tracking codes installed on the Website.
Deliverables: any amendments or other work carried out to the Website, including the development or design of any additional Website Pages, by MCR Trading as part of the Services.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Expedited Services Fee: has the meaning set out in clause 9.1(d).
Initial Fee: the initial payment for the Services.
Input Material: has the meaning set out in clause 4.1(h).
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Initial Term: has the meaning set out in clause 3.2.
Month: a calendar month and monthly shall be construed accordingly.
Monthly Charges: the monthly fee for the Services.
Pre-existing Materials: all Documents, information and materials provided by MCR Trading relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports, graphics and specifications.
Resources: the resources that MCR Trading may use or employ in order to provide the Services, including Third Party Resources.
Search Engines: Google.co.uk together with any additional or replacement search engines or directories that MCR Trading decides to select in accordance with clause 5.4(b).
MCR Trading: MCR Trading Limited registered in England and Wales with company number 9854090.
Services: the services supplied by MCR Trading to the Client as set out in the Contract Order Form, together with any additional services that MCR Trading agrees to provide to the Client.
Third Party Resources: Advertising Networks, Search Engines, web analytics software, pay per click programmes, directories or third-party websites or any other third-party resources that MCR Trading may use or employ in order to provide the Services.
Website: any website, intranet or extranet of the Client that MCR Trading is to carry out the Services on.
Website Pages: pages on the Website, including any additional pages created by MCR Trading as part of the Services.
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails.
2. BASIS OF CONTRACT
2.1 The Client shall sign the Contract Order Form and return it to MCR Trading. This constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Contract Order Form shall only be deemed to be accepted when MCR Trading returns a signed copy to the Client at which point and on which date the Contract shall come into existence.
2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of MCR Trading which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by MCR Trading, and any descriptions or illustrations contained in MCR Trading's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by MCR Trading shall not constitute an offer, and, unless otherwise agreed, is subject to amendment at any time to meet any rise or fall in MCR Tradings’ costs.
3. SUPPLY OF SERVICES
3.1 MCR Trading shall supply the Services to the Client in accordance with the Contract Order Form in all material respects.
3.2 The Services shall be supplied for the term (Initial Term) set out in the Contract Order Form and, after that, shall continue to be supplied unless the Contract is terminated by one of the parties giving the other at least two full calendar months' notice. The Contract shall terminate on the last day of the second Month after the Month which the notice is given.
3.3 MCR Trading shall use all reasonable endeavours to meet any performance dates specified in the Contract Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4 MCR Trading warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 MCR Trading will not commence performance of the Services until it has received the Initial Fee.
3.6 MCR Trading shall be entitled to refuse to accept or use any Input Material in the provision of the Services:
(a) which may be deemed offensive, illegal or in any way controversial;
(b) for which the Client has not obtained an appropriate licence, permission or consent pursuant to clause 4.1(h).
3.7 If the Client or any third party makes any changes to the Website which overwrite any Deliverables, MCR Trading will not be responsible for reinstating the Deliverables and if the Client does require MCR Trading to reinstate them the Client is liable to pay to MCR Trading additional charges to cover the cost of reinstating the Deliverables.
3.8 MCR Trading shall be entitled for the duration of the Contract to approve or disapprove any design strategies, existing code or other techniques requested or currently used by the Client which in the sole opinion of MCR Trading are detrimental to the Campaign or other Services to be provided by MCR Trading.
3.9 MCR Trading shall be entitled for the duration of the Contract to publish written content on behalf of the Client in accordance with clause 7.7.
3.10 MCR Trading has no obligation to provide services free of charge, including SEO analysis and specifically to those who are competitors of MCR Trading
4. CLIENT'S OBLIGATIONS
4.1 The Client shall:
(a) ensure that the terms of the Contract Order Form and any information it provides are complete and accurate;
(b) co-operate with MCR Trading in all matters relating to the Services;
(c) ensure that the Charges and Payment are received in accordance with clause 6.2;
(d) allow MCR Trading access to the Website so that it can upload new Website Pages or make changes for the purposes of the Services including obtaining the approval of any third party where this is required;
(e) provide MCR Trading with such administrator rights to any Third Party Resources as are necessary for MCR Trading to supply the Services;
(f) ensure that the Conversion Tracking Codes are installed properly and are working;
(g) ensure that the Website is live and accessible via the internet;
(h) provide MCR Trading with such Documents, information and materials as MCR Trading may reasonably require in order to supply the Services (Input Material) including additional relevant text content for the Website for the purpose of creating additional Website Pages where MCR Trading considers that the text content of the Website is too low, and ensure that such information is accurate in all material respects; and
(i) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start and provide MCR Trading with evidence of such licence, permission or consent when requested by MCR Trading.
4.2 If MCR Trading's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) MCR Trading shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays MCR Trading's performance of any of its obligations. For the avoidance of doubt, the Client shall continue to be liable for the Monthly Charge during any period that MCR Trading suspends performance of the Services;
(b) MCR Trading shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from MCR Trading's failure or delay to perform any of its obligations as set out in this clause 4; and
(c) the Client shall reimburse MCR Trading on written demand for any costs or losses sustained or incurred by MCR Trading arising directly or indirectly from the Client Default.
5.1 If the Client wishes to change the scope or execution of the Services, it shall submit details of the requested change to MCR Trading in writing.
5.2 If the Client requests a change to the scope or execution of the Services, MCR Trading shall, within a reasonable time, provide a written estimate to the Client of:
(a) the likely time required to implement the change;
(b) any necessary variations to the Charges arising from the change; and
(c) any other impact of the change on this agreement.
5.3 If the Client wishes MCR Trading to proceed with the change, MCR Trading has no obligation to do so unless and until the parties have agreed the necessary variations to the Charges, the Services and any other relevant terms of this agreement to take account of the change and this agreement has been varied in accordance with clause 14.8.
5.4 MCR Trading may, from time to time and without notice:
(a) change the execution or scope of the Services, provided that such changes do not materially affect the nature or the charges for the Services;
(b) change any of the Search Engines to which the Client’s web pages are to be submitted whether by the inclusion of additional search engines to those listed in clause 1.1 or the replacement of any of the search engines
listed in clause 1.1 with a search engine which, at the entire discretion of MCR Trading, is more suitable for the purposes of optimising the Website.
6. CHARGES AND PAYMENT
6.1 The Charges for the Services shall be as set out in the Contract Order Form.
6.2 The Initial Fee shall be payable to MCR Trading before it commences provision of the Services. The Monthly and or Annual Charges shall be paid by the Client in accordance with the payment terms set out in the Contract Order Form by Standing Order in full and in cleared funds to a bank account nominated in writing by MCR Trading.
6.3 The additional Monthly Click Charges shall be calculated in accordance with the terms set out in the Contract Order Form and shall be paid by the Client in accordance with the payment terms set out in the Contract Order Form in full and in cleared funds to a bank account nominate in writing by MCR Trading.
6.4 Time for payment shall be of the essence of the Contract.
6.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by MCR Trading to the Client, the Client shall, on receipt of a valid VAT invoice from MCR Trading, pay to MCR Trading such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6 Without limiting any other right or remedy of MCR Trading, if the Client fails to make any payment due to MCR Trading under the Contract by the due date for payment (Due Date), MCR Trading shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
6.7 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against MCR Trading in order to justify withholding payment of any such amount in whole or in part. MCR Trading may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by MCR Trading to the Client.
6.8 Unless otherwise stated in the Contract the Client shall be responsible for the fees of any Third-Party Resources and shall maintain such adequate funds in any third-party accounts as are required to maintain inclusion in such resources. The Contract Order Form sets out an estimate of the fees that the Client will incur for the inclusion of keywords and other listings in the Third-Party Resources.
6.9 MCR Trading Limited reserves the right to vary the service fee according to further requirements made by the Client. Any such variation shall be advised by MCR Trading in writing and confirmed by the Client in writing before the work proceeds further or any fees are incurred.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Client hereby authorises MCR Trading to use any Intellectual Property Rights of the Client that are on the Website for the purpose of providing the Services.
7.2 Subject to clause 7.3 all Intellectual Property Rights arising out of the Deliverables, including any graphics or programming code, shall be owned by MCR Trading until the Client has paid the Charges in full. Once the Client has paid the charges in full all such Intellectual Property Rights shall automatically be transferred to the Client.
7.3 The Client acknowledges that, where MCR Trading does not own any Pre- Existing Materials, MCR Trading licences all such rights to the Client on a royalty-fee non-exclusive worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and that such licence and the Client's use of any Intellectual Property Rights in the Pre-Existing Materials is conditional on MCR Trading obtaining a written licence from the relevant licensor on such terms as will entitle MCR Trading to license such rights to the Client.
7.4 As between the Client and MCR Trading the Input Material shall be owned by the Client. The Client licences all Intellectual Property Rights and other rights in the Input Material to MCR Trading on a royalty-free non-exclusive worldwide basis to such an extent as is necessary to enable MCR Trading to provide the Services.
7.5 The Client undertakes that they have all necessary licences and consents to allow MCR Trading to use the Input Material for the purposes of providing the Services and shall keep MCR Trading indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by MCR Trading as a result of or in connection with any claim made against MCR Trading for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Input Material.
7.6 The Client hereby authorises MCR Trading to annotate and insert onto the Website MCR Trading’s identification as the author of the specific code it provides as part of the Services providing that MCR Trading only inserts such identification where it is the legal owner of such code.
7.7 The Client acknowledges that MCR Trading shall not be liable for any loss of damaged suffered by the client or by any third party arising from the use of any words of phrases by them and the client agrees to indemnify MCR Trading in respect to any claims, damages or costs arising from the written content supplied to the client by MCR Trading. It is the client who is responsible for ensuring that all necessary rights, permissions or consents required for the use of written content produced by MCR Trading are obtained. It is also agreed that MCR Trading has no responsibility to ensure that these necessary permissions have been obtained by the client in relation to the use of names, people, trademarks, or any other copyrighted materials. When written content is produced or issued by MCR Trading with the authority of the client, that client agrees to indemnify MCR Trading against any loss or damage where rights, releases, consents or permissions have not been granted or obtained.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.
9. RANKINGS, RESULTS AND LINK PLACEMENTS
9.1 The Client acknowledges and accepts the following in connection with the Services:
(a) MCR Trading shall endeavour to achieve a higher listing across the Search Engines but due to the competitiveness of some keywords and phrases, ongoing changes in search engine algorithms, penalties and other competitive factors, MCR Trading does not guarantee the positioning that it can achieve for the Client.
(b) MCR Trading has no control over the policies of the Search Engines or Third-Party Resources with respect to the type of Websites and/or content that they may accept now or in the future. The Websites and/or any content on it may be excluded or banned from the Search Engine or Third-Party Resources at any time at the sole discretion of the Search Engines or Third Party Resources.
(c) A Search Engine or Advertising Network may drop a listing for no apparent or predictable reason. The listing may reappear in the Search Engine or Advertising Network without any further action. If the listing does not reappear within a reasonable period of time MCR Trading will endeavour to recover the listing in accordance with that Search Engine’s or Advertising Networks current policies.
(d) A Search Engine may offer expedited listing services on payment of a fee (Expedited Services Fee). If the Client agrees to the use of these services, the Client is liable for the payment of any Expedited Service Fee unless this has been incorporated into the Charges.
(e) MCR Trading is not responsible for any changes made to the Website by the Client or a third party which adversely affects the ranking of the Website in the Search Engines.
(f) Many of the Third-Party Resources are competitive in nature. Accordingly, MCR Trading does not guarantee the position of any keyword, phrase or search term.
(g) MCR Trading’s previous performance in the provision of the Services or services similar to the Services is not indicative of any future results that MCR Trading may achieve on behalf of the Client.
(h) Paid advertising may be subject to the individual Advertising Network’s policies and procedures. Each edit or change made to such policies and
procedures may affect the Campaign and the Client acknowledges that this is outside the control of MCR Trading. MCR Trading will endeavour to rectify any negative affects on the Campaign arising from an edit or change to these policies and procedures.
(i) Unless otherwise agreed in the Contract Order Form, MCR Trading does not guarantee the placement of the Client’s advertising, its availability or availability related to the fund’s in the Client’s account with the Advertising Network.
(j) MCR Trading will use all reasonable endeavours to keep the Client informed of any changes to Third Party Resources, industry practice or any other changes that MCR Trading is made aware of which may impact the Campaign and the provision of the Services. However, MCR Trading may not become aware of such changes.
(k) MCR Trading has no control over webmasters with respect to the continuation of link and/or content placements now or in the future. The link and/or any content may be taken down from the website at any time for no apparent or predictable reason and at the sole discretion of the webmaster. Unless otherwise agreed in the Contract Order Form, MCR Trading does not guarantee the placement or availability of any link and/or content.
10. LIMITATION OF LIABILITY: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in these Conditions shall limit or exclude MCR Trading's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
(a) MCR Trading shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise:
(i) for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, or arising from their late or non-arrival, or any failure of the Client to comply with its obligations in clause 4.1 or any other fault of the Client or the Client’s agents or sub-contractors;
(ii) for any loss, damage, costs, expenses or other claims for compensation arising from the use of Third Party Resources;
(iii) for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) MCR Trading's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges.
10.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.4 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, MCR Trading may terminate the Contract with immediate effect by giving written notice to the Client if:
(a) if the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing of the breach;
(c) the Client 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 (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(d) the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
(f) the Client (being an individual) is the subject of a bankruptcy petition or order;
(g) a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(h) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client (being a company);
(i) a floating charge holder over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;
(k) any event occurs or proceeding is taken with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(c) to clause 11.1(j) (inclusive);
(l) the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(m) the Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.2 Without limiting its other rights or remedies, MCR Trading shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and MCR Trading if the Client becomes subject to any of the events listed in clause 11.1(c) to clause 11.1(m), or MCR Trading reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract for any reason:
(a) the Client shall immediately pay to MCR Trading all of MCR Trading's outstanding unpaid invoices and interest and, in respect of Services supplied and Monthly Charges due during the Initial Term but for which no invoice has been submitted, MCR Trading shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) subject to the Client’s compliance with clause 12.1(a), MCR Trading shall return to the Client all Input Materials and all information and materials relating to the Campaign and any other Services which are reasonably necessary for the Client or its agents or suppliers to continue to provide similar services to those to be provided under the Contract, except that MCR Trading shall not be required to disclose any of confidential information relating to its business or systems, including any technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13. DATA PROTECTION
14.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of MCR Trading including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of MCR Trading or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) MCR Trading shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents MCR Trading from providing any of the Services for more than 6 weeks, MCR Trading shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
14.2 Assignment and subcontracting:
(a) MCR Trading may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Client shall not, without the prior written consent of MCR Trading, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
(c) This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause,
"writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. 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.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by MCR Trading.
14.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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