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Terms & Conditions

Sparq Live limited (CRN 11383616) trading as Sparq.

 

The Customer’s attention is drawn in particular to the provisions of clause 10 (Limitation of Liability)

 

1               Interpretation

1.1              In these Conditions, the following definitions apply:

  • Sparq means Sparq Limited Live registered in England and Wales with company number 11383616, trading as “Sparq”.
  • Business Day means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
  • Conditions mean these terms and conditions as amended or varied from time to time in accordance with clause 14.7.
  • Contract means the contract between Sparq and the Customer for the supply of Services or hire of Equipment in accordance with these Conditions 
  • Customer means the person or firm who engages the Services of or hires the Equipment from Sparq.
  • Equipment means the equipment (or any item comprised in or part of such equipment) set out in the Quotation.
  • Event means the occasion for which the Customer is hiring the Equipment and/or engaging the Services of Sparq.
  • Force Majeure Event means circumstances beyond a party’s control, including an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, pandemic or epidemic (or its consequences, such as any government act, trade embargo, quarantine, import restriction, building closure, personnel sickness or requirement to self-isolate, lockdown, or other restriction on workers and/or usual business operations), compliance with any law, governmental order, rule, regulation or direction, fire, flood or storm.
  • Hire Period means the period stated in the Quotation for which the Equipment is to be hired to the Customer.
  • Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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 rights, 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.
  • Quotation means a Sparq quotation for the provision of Services or hire of Equipment to the Customer, as may be varied by written agreement between the Customer and Sparq.
  • Services means the services to be supplied by Sparq to the Customer as set out in the Quotation.
  • Venue means the venue at which the Event is to be held, including the platform, application, server, production suite or other technology space in which virtual or online events are held .

1.2                   In these Conditions, the following rules apply:

1.2.1                a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2                a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3                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;

1.2.4                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

1.2.5                a reference to writing or written includes e-mails.

2               Basis of Contract

2.1              The Quotation and these Conditions, together with any documents referred to in them, constitute the whole agreement between Sparq and the Customer for the provision of the Services or hire of the Equipment. The Customer acknowledges that it has not relied upon any statement, promise or representation made or given by or on behalf of Sparq which is not set out in these documents, and which together form the Contract.

2.2              Any samples, drawings, descriptive matter or advertising issued by Sparq and any illustrations or descriptions of the Services or Equipment contained in Sparq’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Equipment described in them. They shall not form part of the Contract or have any contractual force.

2.3              These Conditions apply to the Contract to the exclusion of any other terms which the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4              If any of these Conditions are inconsistent with the Quotation, the Quotation shall prevail.

2.5              All of these Conditions shall apply to both the supply of Services and the hire of Equipment except where application to one or the other is specified.

3                   Supply of Services

3.1              Sparq shall provide the Services to the Customer in accordance with the Quotation in all material respects. For the avoidance of doubt, the Services do not extend to the provision of advice in respect of the Customer’s compliance with legislation unless specifically stated in the Quotation or otherwise expressly agreed between the parties.

3.2              Sparq shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Sparq shall notify the Customer in any such event.

3.3              Sparq warrants to the Customer that the Services will be provided using reasonable care and skill.

3.4              Before the start of the Event:

3.4.1                the Customer shall provide or procure the provision of such information as Sparq shall reasonably require concerning the technical specifications, capabilities, facilities, lay-out and suitability of the Venue (on which information Sparq may rely); 

3.4.2                Sparq shall be entitled to access visit and assess the technical specifications, capabilities, facilities, lay-out and suitability of the Venue; and/or

3.4.3            the Customer shall provide to Sparq upon request  any relevant login details, passwords and/or other credentials needed to enable Sparq to perform the Services in respect of online or virtual events,

3.5              The Customer shall provide Sparq with such co-operation and assistance as it may reasonably request in connection with any visit to and assessment of the Venue.  

3.6             Sparq shall have the right to make changes to the Services, alter the charges or otherwise vary the terms of the Contract, in any case to the extent it reasonably considers necessary in the light of information provided concerning the set-up or specifications of the Venue after the issue of the Quotation or of findings from its own assessment of the set-up at the Venue made after the issue of the Quotation.

3.7       Subject to clause 3.8, Sparq shall not be liable for any delay or failure in Services being available or provided which is caused by:

3.7.1    a Force Majeure Event, the Venue not being ready for Sparq to provide the Services, or the Customer’s failure to provide Sparq with adequate information which is relevant to the supply of the Services; 

3.7.2    any failure of hardware (other than that provided by Sparq) to integrate with other hardware or software; or

3.7.3    any third party act or omission, including but not limited to the failure of third-party technology platforms, internet service providers or other technology provided by any third-party.

3.8       Sparq shall use all commercially reasonable endeavours to mitigate the effect of any circumstance referred to in clause 3.7, and to provide a suitable solution or alternative as soon as reasonably practicable in the circumstances. 

4                   Customer’s Obligations

4.1              The Customer shall:

4.1.1                ensure that the terms of the Quotation are complete and accurate at all times and notify Sparq of any changes in circumstances which may affect the terms of the Quotation;

4.1.2                ensure that any information concerning the set-up at the Venue provided pursuant to clause 3.4 is complete and accurate;

4.1.3                ensure that Sparq has the necessary access to the Venue at the date and times it requires, as notified to the Customer;

4.1.4                notify Sparq as soon as practicable of any changes to the set-up at the Venue which may occur after the provision of information or after Sparq has undertaken any assessment pursuant to clause 3.4;

4.1.5                co-operate with Sparq in all matters relating to the Services;

4.1.6                provide Sparq, its employees, agents, consultants and subcontractors with access to the Venue and other facilities as reasonably required by Sparq to provide the Services and/or deliver the Equipment; and

4.1.7                obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

4.2              If Sparq’s performance of any of its obligations in respect of the Services is prevented, delayed or otherwise adversely affected by any act or omission of the Customer or failure by the Customer to perform any relevant obligation under clause 4.1 or otherwise (Customer Default):

4.2.1                Sparq shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Sparq’s performance of any of its obligations;

4.2.2                Sparq shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Sparq’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3                Sparq shall be entitled to charge the Customer a fee of an amount up to the total costs and losses it suffers as a direct result of such Customer Default, including in respect of additional pay (including at overtime rates) for any employees, agents, consultants or subcontractors of Sparq.

5                Variation of Contract 
                 (including postponement and cancellation)

5.1           The Customer shall inform Sparq as soon as reasonably practicable if the Event is postponed or cancelled. Unless otherwise specified in the Quotation, and without prejudice to any other rights Sparq may have, Sparq may charge the Customer a fee of an amount up to a specified percentage of the aggregate of the charges for the Services and hire of the Equipment (such percentage depending upon when the Customer informs Sparq of the postponement or cancellation), as set out below:

Fee (as percentage of aggregate charges) chargeable according to date when Customer informs Sparq of postponement or cancellation

  • 10% - More than 28 days before Sparq is due to start performing the Services at the Venue (or before the Event starts, if the Event is virtual)
  • 25% - Between 28 and 15 days (inclusive) before Sparq is due to start performing the Services at the Venue (or before the Event starts, if the Event is virtual)
  • 50% - Between 14 and 8 days (inclusive) before Sparq is due to start performing the Services at the Venue (or before the Event starts, if the Event is virtual)
  • 100% - Less than 8 days before Sparq is due to start performing the Services at the Venue (or before the Event starts, if the Event is virtual)

The parties confirm that the fee as calculated above is reasonable and proportionate to protect Sparq's legitimate interest in performance of the Contract. Sparq shall invoice the Customer for such fee on or at any time after it receives such notification.

5.2           Any additional services or equipment required or requested by the Customer which are not set out in the Quotation, or which are necessitated as a result of the set-up at the Venue being different from that notified to Sparq or apparent from Sparq’s inspection (as contemplated in clause 3.4), shall be charged at the rates agreed by the parties or, in the absence of agreement, at rates reasonably determined by Sparq.  For the avoidance of doubt the terms of these Conditions shall apply to any such additional services or equipment.

6                Charges and Payment

6.1           The charges for the provision of the Services and/or the hire of the Equipment shall be as set out in the Quotation, although such charges may be altered to the extent provided in the Contract, and shall be payable in the amounts and at the times specified in the Quotation.              

6.2           The Customer shall pay each invoice submitted by Sparq within 30 days of the date of the invoice. Time for payment shall be of the essence of the Contract. Where there is a bona fide dispute between the Customer and Sparq as to whether an element of the amount invoiced is properly due, the Customer shall not delay or withhold payment of any other elements of the invoice which are undisputed.

6.3           All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Sparq to the Customer, the Customer shall, on receipt of a valid VAT invoice from Sparq, pay to Sparq such additional amounts in respect of VAT as are chargeable on the supply of the Services or hire of the Equipment at the same time as payment is due for the supply of the Services or hire of the Equipment. All such amounts payable by the Customer are also excusive of all other applicable tax, duty, surcharge, customs fee, tariff,  costs or charges in relation to the supply, loading, unloading, carriage, import, export and insurance of the Equipment and/or Services, which the Customer shall pay in addition at the then prevailing rate.

6.4       Sparq reserves the right to increase the prices payable by the Customer to reflect increases in its costs which may arise as a result of the introduction of, or change in (or in the interpretation, administration or application of), any law or regulation by any governmental or regulatory authority, including in respect of health and safety or other compliance matters. Such price change shall be binding on the Customer upon Sparq giving the Customer no less than 14 days prior written notice.

6.5        Without limiting any other right or remedy of Sparq, if the Customer fails to make any payment due to Sparq under the Contract by the due date for payment, Sparq may charge the Customer interest and such other sums as may be payable in respect of the overdue amount pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

6.6         The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Sparq in order to justify withholding payment of any such amount in whole or in part. Sparq may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Sparq to the Customer.

6.7          Sparq reserves the right to charge an administration fee on card transactions. The Customer shall be informed of this charge at point of payment.

6.8         Where applications for credit are requested we will supply your personal information to credit reference agencies (CRAs) and they will give us information about you, such as about your financial history. We do this to assess creditworthiness and product suitability, check your identity, manage your account, trace and recover debts and prevent criminal activity. We will also continue to exchange information about you with CRAs on an ongoing basis, including about your settled accounts and any debts not fully repaid on time. CRAs will share your information with other organisations.

7                Security for Payment

7.1           Sparq shall be entitled to require a payment on account of its eventual charges upon formation of the Contract or any time thereafter. Such payment shall be applied against Sparq’s invoices in respect of the Contract, and to the extent that the payment on account exceeds Sparq’s total eventual charges, shall be returned to the Customer as soon as reasonably practicable after Sparq’s final invoice in respect of the Contract is issued.

7.2           Sparq shall be entitled to require a guarantee or other form of security it reasonably considers appropriate in respect of the Customer’s obligations upon formation of the Contract or any time thereafter.

7.3           Failure by the Customer to provide the assurances requested by Sparq pursuant to clause 7.1 or 7.2 shall entitle Sparq to terminate the Contract immediately upon notice to the Customer.

8                Intellectual Property Rights

8.1           Where any products of the Services are designed, created or otherwise developed by Sparq for the Customer pursuant to the Contract, the Intellectual Property Rights in, arising out of or in connection with such products shall be owned by Sparq.

8.2           Sparq hereby grants a royalty-free, non-transferable, non-exclusive licence to the Customer to use such products only for the purposes of and during the Event.

8.3           Any materials provided by the Customer to Sparq to enable it to produce such products shall remain the exclusive property of the Customer.

9                Confidentiality

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 9 shall survive termination of the Contract.

10                Limitation of Liability

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1           Nothing in these Conditions shall limit or exclude Sparq’s liability for:

10.1.1             death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

10.1.2             fraud or fraudulent misrepresentation; or

10.1.3             liability for any breach of the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973 or any other liability which cannot be excluded by law.

10.2           Subject to clause 10.1:

10.2.1             Sparq shall not in any way be liable to the Customer for any delay or failure to perform its obligations under this Contract arising as a result of a Force Majeure Event;

10.2.2             Sparq shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

10.2.3             Sparq’s total liability to the Customer 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 an amount equal to Sparq’s total charges under the Contract.

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                Termination

11.1           Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

11.1.1             the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of such breach;

11.1.2             the other party convenes a meeting of creditors, or enters into liquidation except a members’ voluntary liquidation for the purpose only of reconstruction or amalgamation, or enters a scheme of arrangement, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the Court for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any Court for the winding up of the other party or for the granting of an administration order in respect of the other party, or any proposal is prepared or meeting convened to approve a solvent arrangement or proceedings are commenced relating to the insolvency or possible insolvency of the other party;

11.1.3             the other party suffers or allows any execution to be levied on its property or obtained against it, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or ceases to trade; or

11.1.4             it reasonably believes that any of the events listed in clauses 11.1.1 to 11.1.3 is about to happen to the other party.

11.2           Without limiting its other rights or remedies, Sparq shall have the right to suspend the supply of Services and/or all hires of Equipment under the Contract or any other contract between the Customer and Sparq if:

11.2.1             the Customer fails to pay any amount due under this Contract on the due date for payment; or

11.2.2             the Customer becomes subject to any of the events listed in clauses 11.1.1 to 11.1.3, or Sparq reasonably believes that the Customer is about to become subject to any of them.

12                Consequences of Termination

12.1           On termination of the Contract for any reason:

12.1.1             the Customer shall immediately pay to Sparq all of Sparq’s outstanding unpaid invoices and any interest accrued thereon and, in respect of Services supplied and/or Equipment hired but for which no invoice has yet been submitted, Sparq shall submit an invoice, which shall be payable by the Customer immediately on receipt;

12.1.2             the Customer shall return all Equipment it has hired to Sparq. If the Customer fails to do so, then Sparq may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;

12.1.3             the accrued rights and remedies of the parties as at 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; and

12.1.4             clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13                   Equipment  

THIS CLAUSE 13 SHALL ONLY APPLY WHERE EQUIPMENT IS TO BE HIRED TO THE CUSTOMER FOR IT TO USE ITSELF 

13.1              Sparq shall hire the Equipment to the Customer for use in accordance with the Quotation and these Conditions. Sparq reserves the right to substitute any of the Equipment for a similar piece of equipment of comparable quality if necessitated by Sparq’s lack of available equipment or any applicable statutory or regulatory requirements or if it reasonably considers that any proposed Equipment may not be suitable for the Event.

13.2              Sparq shall not interfere with the Customer’s quiet possession of the Equipment, save in the exercise of Sparq’s rights under these Conditions or applicable law.

13.3              The Customer shall:

13.3.1                look after the Equipment as a reasonable owner of such Equipment would;

13.3.2                use the Equipment only for the purpose notified to Sparq and in accordance with Sparq’s reasonable instructions; and

13.3.3                not alter or repair the Equipment, or use the Equipment after a fault is detected, without Sparq’s consent.

13.4              The Equipment shall at all times remain the property of Sparq, and the Customer shall have no right, title or interest in or to the Equipment (save for the right to possession and use of the Equipment subject to these Conditions).

13.5           Except where expressly provided otherwise in the Quotation or Conditions, Sparq shall invoice the Customer on or at any time after the end of the Hire Period.

13.6              Sparq warrants that on delivery and for the duration of the Hire Period, the Equipment shall conform in all material respects with its description and be fit for any purpose notified by the Customer to Sparq for which the Equipment is required.

13.7           The Customer shall give immediate written notice to Sparq in the event of any loss, theft, damage or destruction to the Equipment occurring during the Customer’s possession or use of the Equipment. Subject to clause 13.8, if the Customer notifies Sparq during the Hire Period within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out in clause 13.6, Sparq shall, at its option, repair or replace the defective Equipment as soon as practicable.

13.8              Sparq shall not be liable for the Equipment’s failure to comply with the warranty in clause 13.6 if:

13.8.1                the Customer makes any further use of such Equipment after notifying Sparq in accordance with clause 13.7;

13.8.2                the failure arises because the Customer failed to follow Sparq’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment, as a result of the wilful damage or negligence of the Customer, or as a result of a Force Majeure Event; or

13.8.3                the Customer alters or repairs such Equipment without prior consent from Sparq.

13.9              The terms of these Conditions shall apply to any repaired or replacement Equipment supplied by Sparq under clause 13.7.

13.10             Sparq shall deliver the Equipment to the location and by the date and time specified in the Quotation. Delivery of the Equipment shall be completed on its arrival at such location. The Customer shall be responsible for ensuring that there are adequate parking/unloading facilities available at the delivery location. If there are no such adequate facilities available, Sparq reserves the right to charge the Customer in respect of any parking charges, fees or tickets it incurs or receives. 

13.11              Sparq shall not be liable for any delay in the Equipment being delivered which is caused by a Force Majeure Event, the Venue not being ready for Sparq to deliver the Equipment, or the Customer’s failure to provide Sparq with adequate delivery or any other instructions which are relevant to the supply of the Equipment.

13.12              The Customer shall deliver up the Equipment at the end of the Hire Period or on earlier termination of the Contract by allowing Sparq or its representatives to collect the Equipment. If the Equipment is not returned to Sparq by the end of the Hire Period or earlier termination of the Contract (other than as a result of a Force Majeure Event), Sparq reserves the right to charge the Customer an additional fee up to the price of hire of the Equipment in respect of the period from the end of the Hire Period or earlier termination of the Contract until the Equipment is returned.

13.13              The Customer shall be liable for any loss, theft, damage or destruction to the Equipment which occurs between completion of its delivery to the Customer and its return to Sparq, unless such loss, theft, damage or destruction is caused by an act or omission of an employee, agent, consultant or subcontractor of Sparq, or a Force Majeure Event, and the Customer has complied with Sparq’s reasonable instructions and has behaved reasonably as an owner of the Equipment would to mitigate such damage or destruction.

13.14              The Customer’s liability pursuant to clause 13.13 shall include the obligation to pay to Sparq an amount equal to the cost to Sparq of repair or replacement (as Sparq may in its reasonable discretion decide) of the Equipment, together with such costs and losses as Sparq may incur as a direct consequence of such loss, theft, damage or destruction, including in relation to any subsequent scheduled hires of the Equipment.

14                General

14.1           Assignment and subcontracting:

14.1.1             Sparq 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.

14.1.2             The Customer shall not, without the prior written consent of Sparq, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.2           Notices:

14.2.1             Any notice or other communication required to be given to a party under or in connection with the 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, or sent by email to the email address provided by the other party for such purpose.

14.2.2             Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address, or if sent by prepaid 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, or if sent by email, on the next Business Day after transmission.

14.2.3             This clause 14.2 shall not apply to the service of any proceedings or other documents in any legal action.

14.3           Waiver and cumulative remedies:

14.3.1             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.

14.3.2             Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14.4           Severance:

14.4.1             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.

14.4.2             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.

14.5           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.

14.6           Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.7           Variation: Except as set out in these Conditions, any amendment or variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing by Sparq.

14.8           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.

Version: December 2020