Terms and Conditions

 

 

Rockfort Engineering Limited – Customer Terms of Business (v3)

Summary

This document sets out the legal terms that apply whenever Rockfort Engineering Limited supplies services, designs, software, testing, or products to you.  It should be read alongside any Quotation we provide to you.

This summary is a helpful guide to help you navigate these terms, but it is not part of the legal contract itself:

• Contract Formation: A binding contract is formed when you accept our Quotation, instruct us to start work, accept Deliverables, or pay an invoice (whichever happens first).  Your standard purchasing terms or purchase orders cannot override these Terms.
• Scope & Quotation: The Quotation details what we are providing, agreed prices, timings, and any Special Terms (which take priority if there is any conflict).
• Delivery & Shipping: Unless stated otherwise in the Quotation, delivery of goods and hardware is Ex Works (EXW Incoterms 2020) from our Banbury premises (meaning in summary that you collect or arrange transport from our site, at your cost).  Where delivery timescales are estimates, we are not liable for project delays.  Conforming goods cannot be returned without our written agreement.
• Retention of Title: Ownership of physical goods and hardware remains with us until paid for in full, even though risk of loss or damage passes on delivery.  We have entry rights to repossess unpaid goods upon default or insolvency.
• Customer Property & Vehicles: Vehicles and equipment you send to us for testing or development must be delivered DDP (Incoterms 2020) to our premises (meaning in summary that you deliver to our premises at your cost, fully cleared for import and duty paid).  You remain the owner of your property at all times, and you retain rights to collect it during business hours (provided your account is up to date).  You remain responsible for insuring your property while in our care. We reserve the right to move or relocate your vehicles or equipment within our premises or to secure off-site storage whenever needed for operational space management, and to charge you for the reasonable costs of moving and storing your property that is uncollected, delayed, or left in our care beyond agreed project timelines.
• Inspection & Uncollected Goods: If you delay required pre-delivery inspection or test material supplies by more than 7 days, payment becomes immediately due.  Uncollected Deliverables and Purchaser Property left for over 3 months may be sold by us to cover costs.
• Motorsport Use: Our standard warranties exclude motorsport and racing use, unless we explicitly agree otherwise in writing in the Quotation Special Terms.
• Intellectual Property & Software: Each party retains its background (pre-existing) IP.  We retain ownership of our core platform technology, software, algorithms, and generic engineering know-how, but we cannot use your confidential information to do work for anyone else.  You receive a worldwide, perpetual licence to use the Deliverables for your business, but you may not decompile firmware or reverse engineer anything.  Custom designs produced exclusively for you are owned by you once paid for in full.
• Limitation of Liability: Neither party is liable to the other for indirect losses, lost profits, or loss of business.  Except for liabilities that cannot legally be limited (such as for fraud or personal injury caused by negligence), our total liability under any contract is capped at the total amount paid and payable by you under that specific contract.
• Payment: Unless stated otherwise in the Quotation, all invoices are payable within 30 days of issue.  Late payments incur a £50 administrative fee plus statutory interest under commercial debt legislation, and we may suspend work if payments are overdue.
• Cancellation & Termination: If you cancel an order early without our fault, you must pay for work done, committed costs, plus 50% of the remaining unpaid quote value (or any different amount set out in the Quotation).  Either party may terminate immediately for insolvency or major breach.

Contract Formation and Structure

1.  The provisions of this document (these Terms), together with any accompanying Quotation, form a contract between you and us.
2. The contract becomes binding on the earliest of the following events:
   1. your indication of acceptance of a Quotation (whether by email, signature, purchase order, or order confirmation) within the stated validity period (or within 30 days if no period is stated);
   2. your instruction to us to start work on an urgent or agreed project;
   3. your acceptance of any Deliverables; or
   4. your payment of any invoice issued by us.
3. You expressly acknowledge and agree that any Quotation issued to you is subject to and incorporates these Terms.  Any purchase order, order confirmation, or other communication issued by you which purports to amend, replace, or add to these Terms or the Quotation:
   1. will constitute valid acceptance of the contract; but
   2. will not otherwise amend, replace, or override any provision of the contract.
4. Any terms in a Quotation described as "Special Terms" apply to the contract and, to the extent of any direct conflict, take priority over these Terms.
5. Each accepted Quotation creates a separate binding contract between you and us incorporating these Terms. 

Clarity

6. In these Terms, certain words and phrases start with capital letters and have specific meanings as set out below:

Background IP

has the meaning given in clause 48).

Deliverables

means what you are buying from us under the contract, including engineering services, designs, software, simulation models, development work, prototype parts, electronics, reports, products, sub-assemblies or other items as set out in the relevant Quotation.

Dependency

means something we depend on you doing or providing so that we can supply the Deliverables (including customer inputs, technical specifications, approvals, software access, or Purchaser Property).

Force Majeure Event

means an event or circumstance beyond a party's reasonable control that prevents or delays that party from performing its obligations under the contract (despite that party continuing to try (in legal terms, using reasonable endeavours) to overcome the impact of that event or circumstance).

Foreground IP

has the meaning given in clause 49).

Intellectual Property

means patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use (and protect the confidentiality of) confidential information (including know-how and trade secrets) and all other intellectual property rights.

Some of those rights can be registered or unregistered, but this phrase covers both of those situations.

This phrase also includes all rights to apply for (and get) renewals and extensions of any of the rights listed and all rights to claim priority (a technical term about being able to claim who got there first).

In addition, this phrase covers all similar or equivalent rights or forms of protection in any part of the world.

Liability Cap

means the total amount paid and payable by you to us under the specific contract to which a claim relates.

Purchaser Property

means any vehicles, components, sub-systems, tools, materials, plans, data, or equipment provided by you (or on your behalf) to us in connection with the Deliverables.

Quotation

means a written quotation, proposal, or scope of work document issued by an authorised representative of us detailing the Deliverables, prices, timings, and any Special Terms.

Third Party Goods

means components, software, sub-assemblies, or materials manufactured or supplied by a third party which are integrated into or provided alongside the Deliverables.

Trigger Event

means, in respect of you or us, any of the following:

1. the party in question is subject to any steps to start any formal insolvency procedure;
2. the party in question is subject to any steps to start a solvent winding-up;
3. any other event analogous to any of the above; or
4. the party in question commits a material breach of the contract which is either:
   • not capable of being remedied; or
   • is capable of being remedied but is not remedied within a reasonable period specified by the other party.

Warranty Failure

means a failure of the Deliverables to comply in material respects with the express specifications in the Quotation or requirements implied by law, where such failure is not caused by misuse, fair wear and tear, unapproved modification, incorrect mounting or integration, or operation outside agreed operational parameters.

we, us, our

refers to Rockfort Engineering Limited (Company No: SC460884, Registered Office: Marr House, Beechwood Business Park, Inverness, IV2 3BW).

you, your

refers to the customer named in the relevant Quotation.

7. Any words following "including", "includes", "for example", "in particular", “such as” or similar expressions are illustrative only and do not limit the sense of the preceding wording.
8. Where these Terms refer to a party giving notice or agreeing something "in writing" (or "written"), this includes email sent to an email address specified for that purpose on the Quotation or otherwise notified by the relevant party.

Our Key Responsibilities

9. We will supply the Deliverables to you in accordance with the details, quantities, and specifications set out in the Quotation.
10. In providing the Deliverables, we will:
    1. use reasonable skill, care, and diligence consistent with high engineering standards;
    2. comply with all applicable legal and statutory requirements; and
    3. ensure that Deliverables conform in all material respects with the specifications detailed in the Quotation.
11. Unless the Quotation expressly states that a delivery date is strictly guaranteed (in legal terms, time of the essence), any timescales or delivery dates given are good-faith estimates only, which we will use reasonable endeavours to meet.  We will notify you promptly if we become aware of any actual or potential delay.  Where delivery dates or timescales are estimates, we are not liable to you or any third party for any direct, indirect, or consequential loss or damage resulting from any delay or schedule slip.
12. Delivery of physical Deliverables will be Ex Works (EXW Incoterms 2020) at our premises in Banbury, UK (meaning in summary that you collect or arrange collection from us, at your cost), unless the Quotation explicitly specifies an alternative Incoterm or delivery location.  Risk of loss or damage to Deliverables passes to you upon delivery.
13. Where agreed in a Quotation, Deliverables may be delivered in instalments.  A delay or defect in one instalment does not of itself entitle you to cancel remaining instalments, unless that delay or defect itself constitutes a Trigger Event.
14. Where Deliverables have been correctly dispatched or made available Ex Works and conform in all material respects with the contract, you are not entitled to return them for credit or refund unless we expressly agree otherwise in writing.

Your Responsibilities and Dependencies

15. You must properly provide or satisfy all Dependencies required for us to fulfil the Deliverables.  Where relevant, this includes giving us timely access to accurate information, technical specifications, operating data, and approvals.
16. You are responsible for ensuring that all instructions, specifications, designs, drawings, and inputs you provide to us are complete, accurate, and free from errors.
17. Where you do not properly provide or satisfy a Dependency, or where you fail to comply with your obligations under clause 16):
    1. we are not responsible or liable for any failure, delay, or defect in supplying the Deliverables to the extent caused by your failure;
    2. any estimated or agreed delivery dates will be extended automatically by a period equal to the delay caused;
    3. we remain entitled to invoice you for Deliverables completed or work undertaken, and to invoice any time-based interim or milestone payments in accordance with the original agreed payment schedule; and
    4. you must reimburse us within 14 days for any demonstrable and reasonable direct costs, downtime, or additional labour and facility costs reasonably incurred by us as a result of the failure.
18. You are responsible for ensuring that any personnel, drivers, engineers, or operators you nominate to participate in testing, development, or operation of Deliverables are suitably qualified, experienced, and competent.  We do not validate third-party qualifications and accept no liability for errors or hazards arising from their input.
19. Where our personnel attend your premises (or a location designated by you), we will ensure our personnel comply with your reasonable site rules, health and safety regulations, and security protocols, and you must ensure a safe and suitable working environment compliant with all applicable health and safety legislation.  Where your personnel attend our premises, you will ensure your personnel comply with our reasonable site rules, health and safety regulations, and security protocols, and we will ensure a safe and suitable working environment compliant with all applicable health and safety legislation.

Customer Equipment, Vehicles, Inspection and Testing

20.  All Purchaser Property (including test vehicles, sub-assemblies, and tools) required for us to perform the Deliverables must be delivered to our premises DDP (Incoterms 2020) (meaning in summary that you deliver to our premises at your cost, fully cleared for import and duty paid), unless agreed otherwise in writing.  Those deliveries must be at times and places we agree with you (each of you and us acting reasonably and in good faith when trying to reach that agreement) and you must tell us about any proposed delivery sufficiently in advance to provide a reasonable opportunity to reach that agreement.
21. You remain the owner of all Purchaser Property at all times. Provided you are up to date on all payments due to us under the contract at the time, you have the right, on reasonable notice and at any time during our standard business hours, to enter our premises and recover your Purchaser Property.  If you recover your Purchaser Property in this way without also cancelling the relevant contract in accordance with clause 58), your recovery of the Purchaser Property will be treated as a failure to satisfy a Dependency under clause 17).
22. You are responsible for maintaining suitable insurance over all Purchaser Property deposited with us.  Risk in Purchaser Property remains with you at all times.  We will handle and store Purchaser Property with reasonable care using our standard site security and materials handling protocols.
23. Where reasonably required for our site management, operational efficiency, or project scheduling needs (including clearing space for incoming projects), we may relocate any Purchaser Property (including customer vehicles) within our premises or to a secure alternative storage facility. Where we relocate your Purchaser Property for these operational reasons, or following project completion, suspension, or delay, you must reimburse us within 14 days for all reasonable costs incurred by us in moving, transporting, and securing it.
24. We may charge you reasonable daily or monthly storage fees for storing any Purchaser Property at our premises or off-site storage facilities where that Purchaser Property remains in our possession or custody:
    1. for more than 7 days after we notify you that the relevant Deliverables or project work are complete, or that the property is ready for collection;
    2. during any period where work is delayed or suspended due to a failure to satisfy a Dependency under clause 17) or late payment under clause 35)c); or
    3. beyond any storage period expressly agreed in a Quotation.
25. Unless expressly agreed in writing, any Purchaser Property remaining at our premises for more than 3 months following completion or termination of the contract may, at our choice, be returned to you or disposed of at your reasonable expense, provided we give you at least 14 days' written notice beforehand.
26. Where testing involves destructive testing or extreme operational stress agreed in the project scope, you acknowledge that Purchaser Property may be damaged or destroyed as a natural consequence of such testing.  You agree not to claim against us for damage to Purchaser Property arising from agreed testing procedures executed with reasonable skill and care.
27. Reports (including test, simulation and engineering reports) issued by us are provided solely for your internal business use.  In addition to the obligations in clause 63), you must not publish or distribute our reports to third parties identifying us as the author without our prior written consent (including any pre-approval stated in a Quotation).
28. Where the Quotation or contract requires you to inspect or test Deliverables prior to delivery, or where testing requires customer-supplied materials, you must supply suitable materials and attend tests promptly.  If you delay supplying required materials or attending tests for more than 7 days after receiving notice from us that we are ready to proceed, payment for the affected Deliverables will become immediately due and payable as if testing and delivery had been fully completed. 

Prices and Payment Terms

29.  The price for the Deliverables is set out in the Quotation.  Unless otherwise stated in the Quotation, all prices are in Pounds Sterling (£ GBP) and exclude Value Added Tax (VAT) and any other applicable taxes, import/export duties, tariffs, or transport charges, for which you are additionally liable where relevant.  For clarity, this clause does not restrict our entitlement to charge any reasonable additional costs or fees where expressly provided for elsewhere in these Terms (such as for Dependency delays under clause 17)). 
30. Quoted prices are valid for 30 days from the date of issue of the Quotation.
31. Unless a different payment timing is stated in the Quotation, you must pay all valid invoices issued by us (including invoices for advance payments, milestone payments, or final completion) within 30 days of the invoice date, without set-off or deduction (meaning without withholding or deducting any amounts).  Unless specified otherwise in the Quotation, we may invoice you upon completion or dispatch of Deliverables, or in accordance with any agreed milestone schedule.
32. Where staged deliveries or milestone payments are agreed, each stage is separately payable.  If a stage or milestone payment becomes overdue, the full remaining balance under the relevant contract becomes immediately due and payable.
33. We are under no obligation to accept any request or instruction from you to change the scope, specifications, quantities, or delivery dates set out in a Quotation unless and until all consequences of that change – including any price variations, additional Special Terms, and consequential adjustments to timetables – have been agreed between us in writing.  Both parties will act reasonably and in good faith when seeking to agree the consequences of any proposed change.
34. Where a Quotation specifies that prices are subject to indexation or price adjustment by reference to an index, a specific material cost, a specific supplier's charges, or any other reference point, we may adjust agreed prices by reference to variations in that index, material cost, charge, or reference point, in accordance with the frequency, calculation basis, and parameters set out in that Quotation.
35. If you fail to pay any undisputed invoice by the due date:
    1. we may charge a late payment administration fee of £50;
    2. interest will accrue on the overdue amount at the statutory rate applied under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until full payment; and
    3. we may suspend all further work, deliveries, or performance under this or any other contract with you until payment is made in full. Any such suspension will be treated in the same way as a failure to satisfy a Dependency under clause 17) (including consequential extensions to timescales and our entitlement to recover costs).
36. Risk of loss or damage to physical Deliverables passes to you upon delivery under clause 12), but legal ownership of physical Deliverables remains with us until we receive payment in full of all sums due under the contract.  Until ownership passes to you, you hold the Deliverables on our behalf (as our bailee, meaning you hold physical possession of our property and must look after it for us), must store them separately from other goods, keep them clearly identifiable as our property, and maintain them in satisfactory condition insured for their full price.  If payment becomes overdue, or if you become subject to a Trigger Event before title passes, our right to receive payment will not be affected, and we (and our authorised representatives) may enter any premises where the Deliverables are stored (or are reasonably believed to be stored) to inspect or repossess them.  

Warranties, Exclusions and Remedies

37. We warrant that, upon delivery and for a period of 12 months from delivery (or such other warranty period expressly agreed in the Quotation), the Deliverables will be free from material defects in design, materials, and workmanship, and will conform in all material respects with the express specification in the Quotation.
38. For the purposes of this agreement, a defect in design or materials is only a defect to the extent that, taking proper account of all the circumstances (including, for example, where the Deliverables consist of prototypes, trials or proofs-of-concept), we ought reasonably to have known that the design or materials were defective.
39. You must inspect Deliverables upon receipt and notify us in writing of any obvious defect or shortage within 7 days of delivery.  For hidden defects (in legal terms, latent defects) not discoverable on reasonable inspection, you must notify us in writing within 20 days of discovering the defect.  If notice is not given accordingly, the Deliverables will be deemed accepted.
40. Except in respect of Third Party Goods (to which clause 41) below applies instead), if a valid Warranty Failure is notified to us within the applicable warranty period, we will, at our option, as quickly as reasonably possible:
    1. repair or modify the defective Deliverable;
    2. replace the defective Deliverable;
    3. re-perform the affected engineering service; or
    4. issue a credit note or refund for the price paid for the defective part of the Deliverable.

This clause states your only remedies for any Warranty Failure.

41.   For Third Party Goods integrated into Deliverables, our warranty liability is limited to passing through to you the benefit of any warranty or guarantee provided to us by the manufacturer or third-party supplier, subject to any exclusions, conditions, or other terms governing that third-party warranty.
42. Where you mandate that we use a specific sub-contractor or supplier, our liability to you for any failure, delay, or defect arising from or in connection with that sub-contractor's or supplier's supply will not exceed any liability which we can successfully enforce against that sub-contractor or supplier.
43. Operating, storing, mounting, or integrating Deliverables outside agreed specifications or instructions, carrying out unapproved modifications or repairs, or fair wear and tear excludes all liability on our part (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any resulting failure, defect, loss, or damage. In particular, our warranty does not apply to, and we are not liable for, any defect or failure to the extent that it arises from:
    1. any drawing, design, specification, or instruction supplied by you;
    2. any issue which, in accordance with clause 38) above, is not considered a defect for the purposes of this agreement;
    3. fair wear and tear, intentional damage (wilful damage), negligence or misuse (in each case, other than by us or our agents), abnormal environmental working conditions, or failure to follow our instructions regarding storage, integration, mounting, or operation;
    4. modifications, repairs, or alterations carried out without our prior written approval; or
    5. use of the Deliverables in motor racing, rallying, track days, or any form of motorsport, unless motorsport use is expressly agreed in writing in the Quotation Special Terms.
44. In addition, our warranty obligations under clause 40) or clause 41) will not apply unless and until you have paid in full all outstanding amounts due to us under the relevant contract.
45. If you fail to collect physical Deliverables Ex Works, or fail to provide adequate delivery instructions, within 7 days of us notifying you that they are ready for collection or delivery, we may store those Deliverables at your reasonable expense (including insurance).  If Deliverables remain uncollected for more than 3 months after that notification, we may, at our option, sell them at the best price reasonably obtainable, repurpose them, dismantle them to recover parts or materials, or dispose of them.  After deducting our reasonable storage, insurance, handling, processing and selling expenses from (as relevant) any sale proceeds or the value (reasonably assessed by us) of any repurposed or recovered items or materials, we will account to you for any excess over the contract price or charge you for any shortfall below the contract price.
46. All other warranties, conditions, or terms implied by statute, common law, or custom are excluded to the fullest extent permitted by law.  

Intellectual Property

47.  For clarity, clause 70) below applies to any previous agreement (including any separate confidentiality agreement) in respect of Intellectual Property, meaning that this agreement replaces that previous agreement in respect of Intellectual Property.  
48. Each party retains ownership of all its pre-existing Intellectual Property created or held prior to the contract or developed independently outside the scope of the contract (Background IP).
49. All Intellectual Property created, developed, or generated by us (or on our behalf) in the course of performing the contract or providing the Deliverables (Foreground IP) remains our exclusive property.  This includes generic engineering solutions, software routines, control algorithms, simulation models, and platform architectures.  For clarity, and in accordance with our confidentiality obligations described in clause 62), we cannot use any confidential information provided by you to perform work or create deliverables for any other person or organisation.
50. Subject to full payment of all sums due under the relevant contract, and subject to clause 52) below, we grant you a non-exclusive, worldwide, perpetual, royalty-free licence to use the Foreground IP incorporated within the Deliverables solely to the extent required for you and your customers to use and operate the Deliverables for their intended business purpose.
51. You may not sub-license (grant rights to others) or commercialise our Foreground IP independently of the Deliverables. In addition, you must not (and must not allow anyone else to) decompile, disassemble, extract binary code or firmware from, reverse engineer, or attempt to derive source code or underlying control logic from any software routines, algorithms, control systems, or microcontrollers embedded within or forming part of the Deliverables.
52. Where a Quotation explicitly states that specific custom designs are being produced exclusively for you and that ownership of design rights in those specific items will pass to you, ownership of copyright and design rights in those custom designs will transfer to you upon receipt of payment in full.  All underlying generic know-how, software code, and control logic remain our property.
53. If anyone else claims that your proper use of the Deliverables in accordance with the contract infringes their Intellectual Property rights, we will (except to the extent that the claim arises from our compliance with your specific instructions, in which case clause 54) below applies instead) reimburse your reasonable costs and direct damages awarded by a court resulting from that claim, provided that you:
    1. give us prompt written notice of the claim;
    2. make no admission of liability and give us control of the defence and settlement of the claim; and
    3. provide us with reasonable assistance to respond to that claim, at our reasonable expense.
54. If anyone else claims that our proper use of drawings, specifications, designs, software, or Purchaser Property provided by you, or (without affecting our obligation under clause 10)a) to use skill, care and diligence) our compliance with your specific instructions, infringes their Intellectual Property rights, you will reimburse our reasonable costs and direct damages resulting from that claim, provided that we:
    1. give you prompt written notice of the claim;
    2. make no admission of liability and give you control of the defence and settlement of the claim; and
    3. provide you with reasonable assistance to respond to that claim, at your reasonable expense.   

Limitation of Liability

55. Nothing in the contract limits or excludes either party's liability for:
    1. death or personal injury caused by negligence;
    2. fraud or fraudulent misrepresentation; or
    3. any other liability which cannot be limited or excluded by applicable law.
56. Subject to clause 55) above, neither party will be liable to the other under or in connection with the contract (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any:
    1. loss of profit;
    2. loss of business or opportunity;
    3. loss of revenue or anticipated savings;
    4. damage to reputation or goodwill; or
    5. indirect, special, or consequential loss or damage.
57. Subject to clauses 55) and 56) above, our total aggregate liability to you arising under or in connection with each contract (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) is strictly limited to the Liability Cap.

Cancellation and Termination

58. If you wish to cancel an order early without our fault, you must give written notice. Upon receipt of such notice, you must immediately pay:
    1. the full price for all Deliverables completed and delivered up to the date of receipt of notice;
    2. all demonstrable costs, commitments, and expenses reasonably incurred or committed to by us up to that date (to the extent not already paid for under clause 58)a)); plus
    3. 50% of the remaining unpaid balance of the total quoted price set out in the Quotation (calculated after deducting any amounts payable under clauses 58)a) and 58)b)).
59. Either party may terminate the contract immediately by written notice if the other party is subject to a Trigger Event. Where either party terminates as set out in this clause, the Trigger Event is, for clarity, a breach of contract by the non-terminating party (meaning that the terminating party may be able to claim damages for that breach).
60. Upon termination of a contract for any reason:
    1. all outstanding invoices and unpaid sums become immediately due and payable (without affecting any rights or remedies you may have against us for any breach of this contract by us); and
    2. clauses intended to survive termination (including IP ownership, confidentiality, limitations of liability, and governing law) will continue in full force and effect.

General Provisions

61. Force Majeure: Neither party is in breach of the contract or liable for delay in performing obligations if such delay results from a Force Majeure Event.  The affected party must notify the other promptly.  If a Force Majeure Event continues for more than 60 days, either party may terminate the affected contract on written notice.
62. Confidentiality: Protection of confidential information is governed by any separate confidentiality agreement between us, except that, if not already addressed, the permitted purpose under that agreement is, to the extent needed, expanded to include the performance and fulfilment of obligations under the contract.  In the absence of a separate confidentiality agreement, each party agrees to keep confidential all technical, commercial, and financial information disclosed by the other party, using it only to perform the contract.
63. Publicity and Branding: Neither you nor we will use the other’s name, trade marks or branding, or make any public statement or announcement about this contract or our working relationship, without the other’s prior written consent (which must not be unreasonably withheld). This does not prevent either party from taking steps strictly necessary to perform their obligations under this contract or enforcing their legal rights.
64. Non-Solicitation: Neither party will directly or indirectly entice away or employ any worker, employee, or contractor of the other party involved in performing the contract, during the term of the contract and for a period of 12 months thereafter, without prior written consent.  General public job advertisements do not breach this clause.
65. Independent Contractor: We are an independent contractor.  Nothing in the contract creates a partnership, joint venture, or agency relationship between you and us.
66. Sub-Contracting & Assignment: We may sub-contract the performance of any part of the Deliverables, provided we remain fully responsible to you for the work done.  Neither party may assign or transfer the contract without the prior written consent of the other (who will not unreasonably withhold that consent).
67. Compliance, Anti-Bribery & Anti-Slavery: Each party will comply with all applicable laws, regulations, and statutes. In particular, each party will maintain and apply adequate procedures aimed at preventing bribery within the meaning of the Bribery Act 2010, and will comply with all applicable anti-slavery and human trafficking laws (including the Modern Slavery Act 2015).
68. Data Protection: Subject to any Special Terms in a Quotation, our provision of the Deliverables does not entail us processing any personal data on your behalf.  Each party will comply with its respective obligations under applicable data protection legislation, and we will handle any personal data we collect in accordance with applicable law and our Privacy Notice.
69. Severability (Invalid Clauses): If any provision of the contract is found to be invalid or unenforceable, all other parts of the contract will remain in full force and effect.
70. Entire Agreement: The contract (incorporating these Terms and the Quotation) constitutes the entire agreement between us and supersedes all prior agreements, promises, assurances, warranties, and representations.
71. Governing Law & Jurisdiction: English law applies to the contract, its subject matter, and formation.  The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract.