Privacy Statement...

This privacy statement is provided by flipmyflop.com (referred to as "us", "our", or "we" in these terms which expressions shall include, where the context so admits, any other relevant subsidiaries of flipmyflop.com or joint venture companies in which flipmyflop.com directly or indirectly holds shares) for the information of visitors (referred to as "you" or "your" in these terms) to our website.
flipmyflop.com is committed to ensuring that your privacy is protected. This privacy statement explains how we use the information we collect about you and how you can instruct us if you prefer to limit the use of that information. In these terms, "third parties" means persons, firms or companies which are not subsidiary or associated or joint venture companies of flipmyflop.com
1. Who we are
This website is controlled by flipmyflop.com
Email address: flipmyflop.com is a subsidiary of mckc productions.
flipmyflop.com is a subsidiary of mckc productions.
2. Data Protection Act 1998
flipmyflop.com has notified the Data Protection Commissioner under the terms of the Data Protection Act 1998 that information may be obtained about individuals, and a full list of the companies for which notification has been given is available upon request by email to flipmyflop@flipmyflop.com
3. Information gathered by us
3.1 When you request any of our goods or services we need to know your name, company name, business type, postal address, email address, telephone number and facsimile number.
3.2 We gather this information to allow us to process your request and the relevant information is then used by us to communicate with you for a variety of purposes.
3.3 We may, on occasion, pass on information to third parties whose products and services we believe may be of interest to you, unless you send us an e-mail to flipmyflop@flipmyflop.com stating that you do not wish us to disclose your information to third parties in this way.
3.4 We may, on occasion, collect additional personal information from any surveys, competitions, product promotions, and the like, which you complete and return to us.
3.5 The information that you provide will enable us to provide further information about our company, products and services to you, and to contact you.
3.6 We may also use aggregated information and statistics for the purposes of monitoring website usage in order to help us to develop our website and our services and we may also provide such aggregated information to third parties. The statistics will not include information that can be used to identify any individual.
4. Information that is automatically logged
When you enter our website, we may use your internet protocol ("IP") address to help diagnose problems with our server, to administer our website and to help identify you. Your IP address may also be used by us to gather broad demographic information and other purposes, such as monitoring visitor frequency.
5. Cookies
You may be aware that there is a technology called "cookies". This is a file that is transferred from the website to the hard drive of your computer. We use cookies to track your activities on our website. A cookie will not allow a website operator to obtain information of a personal nature that will identify you to us, such as your name and address. We will only be aware of such information if you provide the information to us or you have set the preferences in your browser to provide this information automatically.
6. Distribution of data
6.1 Any information that is gathered from visitors to this website is used by us and (unless you send us an e-mail as mentioned in paragraph 3.3) third parties whose products and services may be of interest to you.
6.2 If our business or any part of our business is sold or integrated with another business your data and information may be disclosed to our advisers and any prospective purchasers and their advisers and may be passed on to the new owners of the business or relevant part of the business who may use such data and information for the various purposes given in this privacy statement.
7. Consent
7.1 By visiting our website, you consent to the use of your information as set out in this privacy statement. We may change our privacy statement at any time. If we change our privacy statement we will post the changes on this website, so that you may be aware of the information we collect and how we use it at all times. We will also contact you should we make any changes so that you may have the opportunity to object to the changes so far as they relate to your data and information.
7.2 Owing to the global nature of the internet infrastructure, there is a possibility that your information may be transferred to countries outside the European Economic Area. By submitting your information to us, you consent to these transfers.
8. Telling you what information we hold about you
If you wish to know what information we hold on you please contact us by email at flipmyflop@flipmyflop.com or post addressed to the Data Protection Officer at the address set out in paragraph 1.
9. Removing and correcting information
If you request us to remove your personal information from our database or you wish us to amend or change the information we hold about you on our database, we will remove or amend any such information on your request. Such request should be made by email at flipmyflop@flipmyflop.com or letter addressed to the Data Protection Officer at the address set out in paragraph 1.
10. Contact us
If you have any questions about this privacy statement, how we run the website or your dealings with our website, please send an email to us at flipmyflop@flipmyflop.com
11. Applicable law and jurisdiction
The terms of this privacy statement shall be governed by and construed in accordance with the laws of England and Wales and be subject to the exclusive jurisdiction of the Courts of England and Wales.

Terms Conditions and Legal Information...

THE USE OF WORLD WIDE WEB PAGES OF flipmyflop.com IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY USE OF SUCH WEB PAGES CONSTITUTES YOUR AGREEMENT TO ABIDE BY THE FOLLOWING TERMS AND CONDITIONS. YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS SET OUT BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS FOR THE USE OF flipmyflop.com WEB PAGES, PLEASE LEAVE THIS WEBSITE IMMEDIATELY.
1. The copyright in material on this website is owned by flipmyflop.com and protected by the copyright laws of the United Kingdom, international copyright treaties and all other applicable copyright and intellectual property laws. You are entitled to copy any information for your own personal use but may not republish any such information in any manner without the prior written consent of flipmyflop.com You agree not to remove any product identification, copyright notices or legends or other notices or proprietary restrictions from any of the material or information contained in these web pages. Any unauthorised downloading, retransmission, or other copying or modification of any of the contents of this website may be in breach of statutory or common-law rights which could be the subject of legal action. All rights not expressly granted herein are reserved by flipmyflop.com
2. The designs and layouts are the property of flipmyflop.com Certain names, words, titles, phrases, logos, icons, graphics or designs to the pages of this website may constitute trade names or unregistered trademarks of flipmyflop.com The display of any of the above trade names or trademarks on pages at this website does not imply that any licence has been granted to any third party in respect of the same. All other product or company names and devices, logos, icons, graphics or designs referred to on the pages of this website are the trade marks of their respective owners and are exhibited only in such a manner as is intended to be for the benefit of such trade mark owners and flipmyflop.com intends no infringement of such trade marks. The appearance or absence of product, services, companies, organisations, home pages or other websites on this website does not imply any endorsement or non-endorsement thereof by flipmyflop.com All rights not expressly granted herein are reserved by flipmyflop.com
3. All information (including but not limited to ideas, suggestions, concepts and graphics) submitted to flipmyflop.com through this website will become the exclusive property of flipmyflop.com flipmyflop.com will not be subject to any obligation of confidentiality and will be free to use the information for any purpose.
4. THE INFORMATION, MATERIALS AND FUNCTIONS CONTAINED IN THE WEBSITE INCLUDING TEXT, GRAPHICS, LINKS OR OTHER ITEMS ARE PROVIDED ON AN "AS IS " BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW flipmyflop.com DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, UNDERSTANDINGS WHATSOEVER, EXPRESS OR IMPLIED, SPECIFICALLY INCLUDING BUT NOT LIMITED TO WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE FREEDOM FROM COMPUTER VIRUSES, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. flipmyflop.com RESERVES THE RIGHT AT ANY TIME AND WITHOUT NOTICE TO CHANGE, AMEND OR OTHERWISE VARY THESE TERMS AND CONDITIONS AND ITS WEB PAGES.
5. flipmyflop.com shall not be liable for any direct or indirect, special, incidental or consequential loss or damage whatsoever including without limitation, damages for loss of profits, contracts, data, goodwill, work stoppage and computer failure resulting from the use of or inability to use, interruption or availability of this website, its operation or transmission, computer viruses, loss of data or otherwise in respect of the use of the website and howsoever caused even if flipmyflop.com shall have been advised of the possibility of such damages. flipmyflop.com excludes any liability for any errors or omissions from information, materials and functions included in this website except to the extent that such liability may not be lawfully excluded under the applicable law. To the fullest extent permitted by applicable law flipmyflop.com disclaims all liability for negligence.
6. From time to time this website may also include links to other websites. These links are provided in order to enhance the interest of other featured content and are not intended to signify that flipmyflop.com endorses or otherwise has any responsibility for the content of the linked website. flipmyflop.com is not responsible for nor assumes any liability for the contents of other websites or home pages, which are linked to flipmyflop.com web pages. flipmyflop.com shall have no liability in respect of material hyperlinked to flipmyflop.com web pages which may be misleading, inaccurate, defamatory, threatening or obscene or otherwise not in accordance with such regulations as may be from time to time in force. The provision by flipmyflop.com of a link to another website does not constitute any authorisation by flipmyflop.com to you to access materials held at that location, nor is it evidence of any endorsement by flipmyflop.com of the material held there.
7. flipmyflop.com operates this website from London, England and makes no representation that the information contained herein is appropriate or available for use in other locations outside the United Kingdom.
8. These terms and conditions shall be governed by and construed in accordance with the laws of the UK. You agree to submit to the exclusive jurisdiction of the Scottish courts. You are responsible for compliance with any applicable laws of the country from which you are accessing this website.
9. All data collected from this website is intended for internal marketing purposes only by flipmyflop.com Information on what data is held can be obtained by contacting flipmyflop.com
10. Any information found on this website is for guidance only and is not intended to constitute a contract and may change without notice. Nothing on this website will be deemed to constitute an offer to contract.
11. flipmyflop.com shall not be liable for any damages to or viruses that may infect your computer equipment, software other property as a result of your access to, use of browsing of this website or your downloading of any data, text or images.
12. It is not permitted to create a link to this website without flipmyflop.com consent.
Copyright
All content, code, graphics and so forth found on this site is Copyright 2007 flipmyflop.com and their prospective owners! You may not use, in whole or part, anything that is found on this site!
Disclaimer
flipmyflop.com is not liable, or responsible for any of the content found on our site and search engine. Our results are not guaranteed to have been manually approved for all ages, for unethical content and more. Any sites or properties you may find and visit while at flipmyflop.com is completely at your own discretion and in no way can you hold flipmyflop.com liable for any actions you take or you were a part of.
flipmyflop.com makes every effort to ensure that the information provided on its website is accurate. However, flipmyflop.com cannot guarantee this, and accepts no liability for any information or advice given via its website.
This site is copyright protected. If you have any questions, please contact us.
For information about the way flipmyflop.com Obtains and uses your company/personal data, please refer to our privacy policy.
This website is made available for public viewing on the basis that flipmyflop.com,
are excluded to the full extent, lawfully permitted no liability whatsoever for any loss or damage, howsoever arising out of use of this website or reliance upon the content of this website.
Accessibility
flipmyflop.com recognises that all our customers and loyal members are important, and we are committed to ensuring that flipmyflop.com is accessible to all. Future developments are to be xdesigned to meet W3C Level 2 compliance.

Legal Notice

THIS AGREEMENT is between flipmyflop.com (referred to as "us", "our" or "we" in these terms, which expressions shall include, where the context so admits, any other relevant subsidiaries of flipmyflop.com or joint venture companies in which flipmyflop.com directly or indirectly holds shares) and the visitors to our website (referred to as "you" or "your" in these terms).
In consideration of our making available this website for your use, you accept the terms of this agreement by your use of this website.
1. Who We Are
This website is controlled by flipmyflop.com
Email address: flipmyflop@flipmyflop.com
flipmyflop.com is a subsidiary of mckc productions.
2. Terms of Use
2.1 You may use this website provided you agree to the terms of use detailed below. If you use the website, you will be deemed to have accepted these terms. If you do not agree to these terms of use, you must not use this website.
2.2 We reserve the right to change these terms of use at any time by posting any changes on the website. The new terms will be effective immediately they are posted, and by continuing to use this website you will have deemed to have accepted the new terms.
3. Intellectual Property
Our website and all of the related pages including but not limited to content, software, code, graphics or other material contained in or electronically distributed on this website is owned by us or licensed to us and is protected by copyrights, trade marks, service marks, patents or other proprietary rights or laws. Unauthorised use of any copyrighted materials; trademarks or any other intellectual property without the express written consent of the owner is strictly prohibited.
4. Copyright and Use of Material
4.1 We recognise that when you obtain access to our website, your computer downloads a copy of the material on this website. By obtaining access to our website, you agree that you will use the material for your personal use only, and not for any commercial purpose whatsoever.
4.2 In particular, notwithstanding the provisions of paragraph 3 above, you may not do any of the following without obtaining prior written permission from us:
4.2.1 Redistribute or modify any of the content of our website.
4.2.2 Remove any copyright or trade mark notices from any copies of the content.
4.2.3 Create a database in electronic or structured manual form by systematically downloading and storing all or any of the content of our website.
5. Links to Third Party Sites
This website contains hyperlinks to websites owned and controlled by third parties which are not under our control and we are not responsible for the contents of any linked third party site. The links are provided for your convenience and any such link does not imply endorsement by us of the site nor does it imply that there is any association between us and the operators of the site.
6. Warranties
6.1 We do not give any warranty, condition, guarantee or representation, express or implied, relating to information contained on this website or on any website to which it is linked.
6.2 We make no representations or warranties concerning the accuracy, completeness or suitability for any purpose of the information and related graphics contained on this website or on any website to which it is linked.
6.3 We do not warrant that our website or any website to which it is linked or any relevant server are free of computer viruses or other harmful applications.
7. Use of Information
You agree that we may collect, store and use information about you in accordance with our Privacy Statement.
8. Limitation of Liability
8.1 We shall not be liable to you (except in respect of injury or death of any person resulting from our negligence) regardless of the form of action, whether in contract, tort (including negligence and breach of statutory duty), strict liability, or otherwise, for any loss of profit, business, contracts or revenues, or for any special, indirect or consequential damage of any nature whatsoever arising directly or indirectly out of your use of our website.
8.2 If you enter our website you agree that this paragraph 8 relating to limitation of liability is reasonable and that it reflects the nature of our website.
9. Severance
If any term of this agreement is held to be invalid or unlawful or unenforceable, it shall not affect the enforceability of any of the remaining terms of this agreement.
10. Applicable law and Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of England and Wales and be subject to the exclusive jurisdiction of the Courts of England and Wales.

Sale of goods and/or services of flipmyflop.com

1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Purchase Order;
1.2 "Buyer" means flipmyflop.com (the operating name of ‘ flipmyflop.com’.)
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Purchase Order" means the standard Buyer document which includes or is attached to a statement of work describing the goods and/or services to be provided by the Supplier and which provides a maximum value payable by the Buyer to the Supplier;
1.5 "Supplier" means the organisation or person who supplies goods and/or services to the Buyer;
1.6 "Supplier Personnel" means any employee or contractor supplied by the Supplier to provide services.
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier pursuant to one or more Purchase Order.
2.2 Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or services to be supplied, the price payable and any other special terms agreed between the parties shall be set out in the Purchase Order. All Purchase Orders shall be subject to these Terms and Conditions.
2.3 No changes or variations to these Terms and Conditions or any Purchase Order shall be effective unless agreed in writing between the parties.
3. PRICE AND PAYMENT
3.1 The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.
3.2 An invoice shall be produced by the Supplier to the Buyer in accordance with the terms set out in the Purchase Order. The Buyer shall pay for the goods and/or services within 30 days. In no circumstances shall the time for payment be of the essence of the Agreement.
3.3 The Buyer shall pay for the goods and/or services only on receiving written confirmation from the Supplier that the goods and/or services have have been delivered/received/supplied.
3.4 The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.
3.5 In the event of late payment by the Buyer, the Supplier shall be entitled to charge the Buyer interest at the rate of 2% per annum above the base rate of the Bank of England, from the date when payment becomes due from day to day until the date of payment.
3.6 If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement.
3.7 Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be fixed.
4. WARRANTY
4.1 The Supplier warrants and guarantees that all goods and materials supplied under this Agreement shall be free from any defects, patent or latent, in material and workmanship, conform to applicable specifications and drawings and, to the extent that detailed designs were not provided to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended by the Buyer, as to which the Supplier hereby acknowledges that it has had due notice. The approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause.
4.2 The Supplier’s obligations under this Clause shall extend to any defect or non-conformity arising or manifesting itself within 12 months from delivery.
4.3 Where there is a breach of the warranty contained in this Clause by the Supplier, the Buyer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the price or part of the price relating to the defect to the Buyer.
4.4 Items repaired or replaced shall be subject to these Terms and Conditions in the same manner as those originally delivered under this Agreement. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, the Buyer may itself, or through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse the Buyer for any costs or expenses incurred.
5. DELIVERY
5.1 Delivery of the goods shall be made to such location as the Buyer shall direct. Carriage shall be paid for by the Supplier. Any time agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not complied with by the Supplier.
5.2 Where the Buyer cancels the whole or part of the contract in accordance with Clause 5.1:
5.2.1 all sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable;
5.2.2 all sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately;
5.2.3 the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract.
6. TITLE
6.1 The Supplier warrants that it has good title to the goods and that it will transfer such title as it may have in the goods to the Buyer pursuant to Clause 6.2.
6.2 Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by either party or by or with the consent of either party) to this Agreement, or on delivery to the Buyer, whichever happens first.
7. RISK.
The goods will be and shall remain at the Supplier’s risk until such time as they are delivered to the Buyer (or at his direction), and are found to be in accordance with the requirements of this Agreement. It shall be the duty of the Supplier at all times to maintain a contract of insurance over the goods and, on request from the Buyer, to assign to the Buyer the benefits of such insurance.

8. INSPECTION OF GOODS.
8.1 The Buyer shall inspect the goods upon delivery.
8.2 Where goods are damaged the Buyer shall notify the Supplier. The Buyer may reject the damaged goods and the following provisions shall apply:
8.2.1 the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
8.2.2 during the period between delivery of the goods to the Buyer and collection by the Supplier, the Buyer shall not be liable for any loss or further damage caused to the damaged goods;
8.2.3 all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
8.2.4 all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
8.2.5 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the goods being damaged.
8.3 Where there are shortages in the order the Buyer shall notify the Supplier and the following provisions shall apply:
8.3.1 all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
8.3.2 all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
8.3.3 the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
8.4 If the Buyer so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Supplier’s expense or the Buyer shall be entitled to cancel, without notice, the whole or any unexecuted part of the order and the rights referred to in Clause 5.2 shall apply.
8.5 Where there is an excess of goods in relation to the order the Buyer may reject the excess goods by notice in writing to the Supplier and the following provisions shall apply:
8.5.1 the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
8.5.2 during the period between delivery of the goods and collection by the Supplier, the Buyer shall not be liable for any loss or damage caused to the excess goods;
8.5.3 no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to the Supplier for the excess goods, the Supplier shall repay such sums to the Buyer immediately.
8.6 The Buyer may accept excess goods by notifying the Supplier of such acceptance and the price of the excess goods shall be payable by the Buyer.
8.7 The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon receiving notice to that effect from the Buyer.
8.8 The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages received only and not evidence of the correct quantity of goods received or that the goods are in a good condition or of the correct quality.
9. SUPPLIER’S OBLIGATIONS
9.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry ("Best Industry Practice");
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; and
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services.
9.2 The Supplier shall provide the Buyer with such progress reports, evidence or other information concerning the services as may be requested by the Buyer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be appropriate or as the Buyer may require from time to time.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any third party by the Supplier Personnel.
10. STATUS AND LIABILITIES
10.1 It is expressly understood that neither the Supplier nor the Supplier Personnel have the authority to act as agent for the Buyer or to contract on the Buyer’s behalf.
10.2 The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by the Buyer.
10.3 The Supplier shall be responsible for paying the Supplier Personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to the provision of the services. The Supplier agrees to indemnify the Buyer in respect of any claims that may be made by the relevant authorities against the Buyer in respect of tax demands or National Insurance or similar contributions relating to the provision of the services by the Supplier.
10.4 The Supplier shall, and shall procure that the Supplier Personnel shall, comply with all applicable statutes, rules and regulations in providing the services, including all immigration and employment requirements imposed by any applicable jurisdiction, and the Supplier shall indemnify and hold harmless the Buyer from damages arising out of any failure to do so.
11. TERMINATION
11.1 The Buyer may terminate this Agreement for any reason by providing 15 days prior written notice to the Supplier.
11.2 The Buyer may terminate this Agreement with immediate effect by providing written notice to the Supplier if:
11.2.1 the Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement;
11.2.2 the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required of them in accordance with this Agreement;
11.2.3 the Supplier passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
11.2.4 the Supplier ceases to carry on its business or substantially the whole of its business; or
11.2.4 the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
12. INDEMNITY
The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the Buyer may incur and which arise, directly or indirectly, from the Supplier’s breach of any of its obligations under this Agreement.
13. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
14. FORCE MAJEURE
The Buyer shall not be liable for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or industrial disputes, and the Buyer shall be entitled to a reasonable extension of its obligations.
15. RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.
16. ASSIGNMENT.
The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Buyer.
17. SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
18. WAIVER
No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
19. NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20. NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
21. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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