Terms and Conditions of Service

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The Customer’s attention is specifically drawn to the provisions of clauses 

4.13, 4.14, 4.15, 5, 6, 7 and 10. 

 
In this document you will find the detailed Terms and Conditions of the Contract Checking, Procurement and Customer Services offered by Business Cooperative (Scotland) Limited If you have any specific questions in relation to our terms and conditions, our Customer Service team will be happy to help. You can contact us on 0141 255 0318   

TERMS AND CONDITIONS OF SERVICE 

These Terms govern the use by the Customer of any of the Services that Business Cooperative (Scotland) Limited (SBC) agrees to provide to the Customer from time to time. Please read these Terms carefully before accepting these Terms and using the Services. By signing the Letter of Authority, you signify that you have read, accept, and agree to be bound by these Terms.  

The Customer’s attention is specifically drawn to the provisions of clauses 4.13, 4.14, 4.16, 5, 6,7 and 10.  1

1 .Definitions 

The following definitions apply to these terms and Conditions of Service (the “Terms”):

Agreement: means, these Terms and Conditions of Service. 

Call Centre: means the Call Centre operated by SBC for the purposes of providing the Services  

Commission: means the amount included within any Quotation which will be paid to SBC by the Supplier in consideration for SBC securing and finalising the Supply Contract between the Customer and the Supplier. 

Contract Checking Service: is a service provided by SBC as further detailed in clause 4. COO: means, in respect of premises to which energy/utilities supply services are supplied under a Supply Contract made between the Customer and a Supplier following the provision of the Procurement Service by SBC any change in the occupancy of those premises such that the new occupier is entitled to change supplier of energy/utilities supply services. Credit Score Criteria: means the credit rating requirements as may be determined and required by SBC and/or the Supplier from time to time in order for a Customer to qualify to use the Services and contract with a Supplier. Customer: means any non-domestic commercial customer who satisfies the eligibility requirements set out in clause 3.2 herein and to whom SBC agrees to supply any of the Services from time to time. Customer Services: is a service provided SBC as further detailed in clause 4. Existing Supplier: means the Customer’s existing third-party energy/utilities supplier.  Intellectual Property Rights: means any and all intellectual property rights, including without limitation; copyright, patents, rights in inventions, design rights, trademarks, service marks (in each case whether registered, unregistered or the subject of an application to register), moral rights, database rights, rights in computer programs, semi-conductor topographies, confidential information, trade secrets, know-how, business, trade and domain names, rights in goodwill and rights to bring a claim for passing off, unfair competition rights and all similar, like and analogous rights wherever held in the world and all extensions revivals and reversions thereof and, in each case, all equivalent forms of protection which subsist now or which subsist in the future. kWh: Kilowatt hour (a unit of measurement for energy). Letter of Authority: means the document signed by the Customer which incorporates these Terms and Conditions of Service. Meter: means any measuring equipment installed at or in the Customer’s premises to which any Supply Contract relates for the purpose of measuring energy or water consumed at those premises. p/kWh: pence per kilowatt hour. Procurement Service: is a service provided by SBC as further detailed in clause 4. Quotation: means a quotation provided to the Customer by SBC on behalf of a Supplier which sets out the terms and prices upon which a Supplier may be prepared to supply the Supplier Services to the Customer. Quotation Acceptance: means the affirmative response from the Customer to SBC in response to a Quotation, confirming the Customer’s agreement to proceed with any proposed Supply Contract(s). For the avoidance of doubt, this may be received from the Customer by any method, including in writing (letter, email, signature (including e-signature) on contract paperwork, text message), electronically (by completion of an electronic request on our Site) or verbally (by telephone). Services: means the services provided by SBC whether via the Site or otherwise, to which the Customer chooses to subscribe from time to time. Service Charge: means the total amount payable to SBC for the Services provided to the Customer and is determined and calculated in the manner outlined in clause 5 below. Site: means the website of SBC hosted at www.scottishbusinesscoop.org Supplier: means any third party energy/water/utilities supplier of services and/or products as may be selected by SBC and/or listed on the Site from time to time. Supplier Services: means the energy/water/utilities supply services and/or products as may be agreed to be provided by a Supplier to a Customer from time to time. Supply Contracts: means contracts with energy/water/utility Suppliers for the supply of electricity/gas/water, as the case may be. Supply Number: means the Meter Point Administration Number (MPAN) for electricity and/or the Meter Point Reference (MPR) for gas and/or the Supply Point Identifier (SPID) for water, as appropriate to the Supply Contract. SBC: means Business Cooperative (Scotland) Limited is a company which is registered in Scotland under company number SC745726 and which has its registered office at 103 Strathmore House, East Kilbride, G74 3EG Volume Tolerance Charge: means any charge raised by the Supplier as a result of the Customer going outside the volume tolerance threshold set in the Supply Contract.  2.Application of Terms 2.1These Terms shall apply between SBC and the Customer immediately once the Customer has signed the Letter of Authority and they shall continue to apply until whichever date is latest between: (a)24 months following the termination date of the last Supply Contract which was procured by SBC; and (b)24 months from the date of the Letter of Authority. •Subject to clause 2.4, these Terms shall apply to the provision of any Service by SBC to a Customer and shall apply in place of, prevail over and supersede any other terms or conditions contained or referred to elsewhere (whether in correspondence or otherwise) or implied by trade, custom, practice or course of dealing unless specifically and expressly agreed to in writing by SBC or a SBC authorised representative. 3.Subscribing to the Services  3.1In order to use any of the Services, the Customer may be required to register with SBC. SBC may, in their sole discretion, refuse to register any business as a Customer. 3.2In order to be eligible to register to use the Services, the Customer must: (a)be a business that is resident in the UK or The Republic of Ireland; (b)be aged eighteen years or over (if a sole trader or unincorporated partnership); (c)agree to a business credit check being undertaken by either SBC or any Supplier (or both); (d)meet any Credit Score Criteria required by SBC and/or any Supplier; and (e)be able to provide SBC with all such relevant information as SBC may require in order to provide the Services to the Customer. 4.The Services  Contract Checking Service  4.1In consideration for the Customer signing the Letter of Authority, which provides SBC with the authority to obtain information relating to the Customer’s utility supplies with a view to offering the Customer its Procurement Service, SBC agrees to provide its Contract Checking Service. 4.2The Contract Checking Service entails SBC reading through the Customer’s documentation relating to its utility supplies to ascertain and, at the request of the Customer, explain where the Customer contractually stands with its Existing Supplier(s). 4.3SBC may then collate the Customer’s documentation and conduct a search of SBC’s panel of suppliers to identify a potential supply contract for the Customer which may be presented as a Quotation. 4.4If the Customer accepts the Quotation, the Contract Checking Service is concluded, and SBC will provide the Procurement Service. Procurement Service 4.5SBC will reasonably endeavour to provide the Customer with a Supply Contract based on the Quotation accepted by the Customer. 4.6The Customer recognises and agrees that: (a)SBC does not control the rates offered by Suppliers and the rates in the Supply Contract may differ from those in the Quotation; (b)where the rates in the Supply Contract differ from those in the Quotation, SBC will notify the Customer at which point the Customer may request that SBC finds an alternative Quotation; (c)SBC shall not be responsible for any delay or failure caused by any Supplier or Existing Supplier in providing a Supply Contract.  4.7. Once the Supply Contract has been signed, SBC will send it to the Supplier for ‘lock-in’ at which point the parties understand that the Supply Contract will be legally binding between the Customer and the Supplier.  4.8It is agreed that, once the Supply Contract is locked in with the Supplier, the Customer will use its best endeavours to ensure that the Supply Contract goes live and remains live for its entire duration. 4.9Where authorised to do so by an appropriate letter of authority (which is usually provided soon before or after provision of the Supply Contract), SBC will serve ‘Notice of Termination’ to the Customer’s Existing Supplier so that the Supply Contract may go live. 4.10SBC will arrange the Supply Contract based on the information provided by the Customer to SBC. Prior to completion of the Supply Contract, the Customer’s information will be confirmed by SBC with the Customer by email or by letter. It is the Customer’s responsibility to ensure at this point that all the Customer information is true, accurate, complete, reliable and current in all respects and to inform SBC promptly if there are any errors and/or if any amendments are required. If any of the Customer information is incorrect or inaccurate, and/or needs to be amended or rectified, this may result in the transfer being delayed or rejected by the Supplier which may be deemed to be a cancellation of the Supply Contract by you for the purposes of clause 6 below and/or could result in the Customer being charged a Volume Tolerance Charge for which it will be liable. 4.11The Customer acknowledges and agrees that, by entering into a Supply Contract with a Supplier, the Customer will be contracting directly with the Supplier and not with SBC. The Customer agrees and accepts that SBC is not, and shall not be, liable in any way in relation to any transactions, dealings or arrangements of any kind made between the Customer and any Supplier and that any such transaction, dealing or arrangements (including, without limitation, any payment obligations of the Customer thereunder) are the Customer’s sole risk and responsibility. SBC shall not be responsible for any delay or failure caused by any Supplier or Existing Supplier in relation to effecting any transfer. 4.12SBC operates as a service provider and it is expressly agreed between the parties that nothing in these Terms is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties. 4.13The Customer acknowledges and agrees that SBC gives no warranty, representation or other assurance of any kind that any Supply Contract identified, negotiated, recommended, proposed, suggested or otherwise introduced to the Customer by SBC is one which offers the lowest rates or charges or the longest fixed price period or is otherwise most favourable for the Customer compared to all or any other Supply Contracts which may be available to the Customer at any time. 4.14SBC does not accept any liability for the accuracy of any information provided or for the consequences of any actions taken based on the information provided by SBC. SBC will negotiate with Suppliers on your behalf but has no authority to make or change contracts or legal relations on the Customer’s behalf. Due to the fluctuating energy markets, the prices quoted are not guaranteed and must be confirmed at the point of acceptance and may be subject to adjustment at any time, prior to written confirmation from the Supplier. 4.15Where the Customer requires a new connection to be arranged by SBC, SBC will calculate the Customer’s consumption forecast based on the information provided by the Customer. It is the Customer’s sole responsibility to ensure that the consumption forecast is reasonable and accurate and to inform SBC promptly if any amendments are required. 4.16The Customer agrees and accepts that SBC is not, and shall not be, liable in any way for any Volume Tolerance Charge which may be incurred by the Customer. The parties agree that SBC has no liability for Volume Tolerance Charges if the Customer’s consumption forecast proves to be inaccurate. Customer Services 4.17SBC will provide the Customer with ongoing Customer Services and can be reached on 0141 255 0318 Monday to Friday between the hours of 0930 and 1700 or by emailing members@scottishbusinesscoop.org 5.Charges 5.1 Subject to clause 5, and unless agreed otherwise in writing, SBC will not directly charge the Customer for its Services. SBC is remunerated indirectly by the Supplier through a TPI and will receive a Commission for securing and finalising the Supply Contract between the Customer and the Supplier. 5.2 Subject to clause 5, the amount charged for the Services provided to the Customer by SBC (“the Service Charge”) is included within the cost of the Supply Contract agreed between the Customer and the Supplier and (unless otherwise stated) will already be included in any Quotation supplied by SBC. It is calculated by multiplying the Commission amount by the forecast consumption amount for the whole period of the Supply Contract. 5.3 Commission may alternatively or also be applied to rates/charges other than the energy unit rate. Such rates may include (but are not limited to): Meter Standing Charges, Meter Installation Fees, Meter Operator (MOP) Agreement Charges and DC/DA (Data Collector/Data Aggregator) Agreement Charges.  5.4 The amount of the Commission applied depends on several factors such as, but not necessarily limited to: (a)the size of the Supply Contract; (b)the contract term; (c)credit risks; and (d)any additional services SBC may offer or provide, including but not limited to: i)account management; ii)meter reading services; iii)AMR/Smart Meter Installation; iv)business energy audits; v)setup and access to our cloud energy monitoring software; vi)energy management including targeting, proactive and reactive exception and event monitoring; vii)bill validation; and viii)KVA Analysis and validation. 5.5 Unless we inform you otherwise in writing, the amount of Commission to be applied within any accepted Quotation will never exceed the monetary equivalent of 4p/kWh (four pence per kilowatt hour) of the forecast energy consumption (as shown on the Supply Contract) for the contract duration and can be calculated by multiplying the Commission amount by the forecast consumption amount for the whole period of the Supply Contract. The Customer may request SBC at any point to confirm the exact commission SBC expects from any proposed energy contract. 5.6 Any Quotation offered will be from a Supplier or Suppliers with whom SBC has a pre- established Third Party Intermediary (TPI) commercial relationship. This does not include all suppliers on the market and may change from time to time. However, upon client request, SBC may obtain a Quotation from almost any supplier within the market. To request this, to receive further information on which suppliers SBC work with, or more information about how the Service Charge is calculated, please call us on 0141 255 0318 6.Cancellation Charges 6.1At any time that these Terms are in effect between SBC and the Customer, in the event that a Supply Contract has been made between the Customer and a Supplier following provision of the Procurement Service by SBC and either: (a)the Supply Number does not successfully transfer to the new Supplier within 90 days of the contracted start date; or (b)SBC reasonably anticipates that the Supply Number will not successfully transfer to the new Supplier within 90 days of the contracted start date and demands payment in accordance with clause 6.5 below; or (c)the Supply Contract is cancelled or terminated (howsoeversuch cancellation or termination arises) at any time after the supply of energy/water under it has commenced; or (d)The Meter to which the Supply Contract relates is removed or disconnected at any time after the supply of energy/water under the Supply Contract has commenced the Customer shall, subject to clause 6.3 below, immediately become liable to pay SBC a cancellation fee (the “Cancellation Fee”) as set out in clause 6.2. The Cancellation Fee will be levied for each separate Supply Number which does not commence or is cancelled or terminated. 6.2The Cancellation Fee shall be calculated as being the value of the Service Charge plus VAT. If the Supply Contract is terminated at any time after the supply of energy/water under it has commenced the Cancellation Fee shall be pro- rated for the period after such termination until the Supply Contract end date. 6.3For the avoidance of doubt, no Cancellation Fee will be due and payable if a Supply Contract is terminated in consequence of or in connection with a COO unless: (a)a Supply Contract is terminated in consequence of or in connection with a COO that has not been notified to SBC in accordance with clause 6.2; (b)the cancellation arises as a result of the Customer taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring) or having a receiver appointed to any of its assets; or (c)the proposed new occupier is connected to the Customer, in which case a Cancellation Fee shall be due and payable in accordance with clause 6.1. In relation to a person, “connected” for the purposes of clause 5.3(b) has the meaning given to it in section 1122 of the Corporation Tax Act 2010; or the Customer has indicated that the COO is intended to bring an early end to the relevant Supply Contract in order to secure a better price or similar commercial reason. 6.4The Customer shall immediately notify SBC if any event occurs which gives rise to a Cancellation Fee becoming due and shall provide SBC with full, complete and accurate details of any such event. 6.5SBC shall be entitled to demand payment of the Cancellation Fee: (a)at any time that SBC anticipates that the Supply Number will not successfully transfer to the new Supplier within 90 days of the contracted start date; or (b)at any time after SBC becomes aware that the Cancellation Fee is due, and the Customer shall pay the Cancellation Fee to the specified bank account within 30 days after the date of the demand for payment. Time for payment of the Cancellation Fee shall be of the essence. 6.6If the Customer fails to pay the Cancellation Fee by the due date, then, without limiting SBC’s remedies under clause 9 regarding Termination, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%. 6.7All amounts due under clause 6 from the Customer to SBC shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 6.8The Customer agrees, accepts, and hereby confirms that the Cancellation Fee are reasonable and proportionate to protect SBC legitimate interest in the Supply Contract reaching full term and consuming as forecast. 6.9The Customer acknowledges that any Cancellation Fee charged by or paid to SBC will not obviate or indemnify the Customer against any separate cancellation charges that the Supplier may be contractually entitled to make. 6.10Upon payment of the Cancellation Fee by the Customer, SBC shall issue the Customer with a receipted VAT invoice for the Cancellation Fee. 6.11 This clause 6 shall survive the expiry or termination of this Agreement between SBC and the Customer. 7.Customer’s Obligations 7.1In addition to the Customer’s other obligations set out in these Terms, the Customer undertakes the following conditions: (a)to co-operate with SBC and the Supplier(s) in all matters relating to the Services including, without limitation, providing all relevant information in a timely manner as the Supplier(s) and/or SBC may require from time to time and that all such Customer information will be true, accurate, complete, reliable and current in all respects; (b)to take all reasonable steps, including those in clause 7.1(a) above, to ensure that the Supply Contract goes live and remains live for its entire duration; (c)to make prompt payments to the Supplier(s) in respect of the Supply Contract as a condition of this Agreement; and to comply at all times with these Terms and any applicable terms and conditions imposed by a Supplier in relation to the supply of the Supplier Services. 7.2The Customer shall give SBC not less than 35 days notice in writing of any proposed COO. Notice of COO must: (a)summarise the nature and details of the proposed COO and provide full details of any proposed occupant of the relevant premises; (b)be provided 7 working days before the relevant Supplier is notified of the COO; and (c)be accompanied by documentation in accordance with clause 7.3 to verify that the COO is genuine.  7.3 Documentation for the purposes of 7.2(c) must be sufficient evidence to satisfy SBC that the COO is genuine, and shall include but not be limited to the following: (a)a Certified copy of a signed and executed lease agreement; (b)a Certified copy of a signed and executed Assignment of Lease agreement; (c)a copy of the signed and executed TR1 or LPE1; or (d)a letter from a solicitor who has acted on behalf of the Customer in the property transaction confirming the COO is genuine. 8.Intellectual property Rights 8.1The Customer agrees that any and all Intellectual Property Rights in, relating to or otherwise arising from or connected to the Services, any information and/or materials provided to the Customer, the Site and any content therein (including, without limitation, the look and feel of the Site) shall remain owned by SBC and/or its licensors and any unauthorised use or attempted unauthorised use of any of the same shall constitute an infringement of SBC (and/or its licensors’) Intellectual Property Rights and may expose the Customer to both civil and criminal liability. 8.2SBC grants the Customer a fully paid up, non-exclusive, royalty-free, non-transferable and non-sublicensable licence to use the information and/or materials provided to the Customer by SBC during the term of this Agreement for the purpose of receiving and using the Services in its business only. 9.Termination 9.1Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a)the other party commits a material breach of its obligations under this Agreement and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so; (b)the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c)the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d)the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy. 9.2Without affecting any other right or remedy available to it, SBC may terminate this Agreement with immediate effect by giving written notice to the Customer if: (a)the Customer fails to pay any amount due under this Agreement on the due date for payment; (b)there is a change of Control of the Customer (“Control” having the meaning set out in section 1124 of the Corporation Tax Act 2010); or (c)SBC suspects on reasonable grounds that the Customer may have committed or attempted to commit any fraud against SBC or any Supplier.  9.3 Without affecting any other right or remedy available to it, SBC may suspend the supply of Services under this Agreement or any other contract between the Customer and SBC if the Customer fails to pay any amount due under this Agreement on the due date for payment, the Customer becomes subject to any of the events listed in clause 8.1, or SBC reasonably believes that the Customer is about to become subject to any of them. 9.4 Expiry or termination of this Agreement between SBC and the Customer shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of expiry or termination. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement shall remain in full force and effect after expiry or termination. 9.5 Expiry or termination of this Agreement between SBC and the Customer shall not affect any Supply Contracts which are legally binding contracts between the Customer and the Supplier and, in respect of which, termination fees may be payable by the Customer to the Supplier. 10.Limitation on Liability  10.1SBC will exercise reasonable skill and care in providing the Services. However, the performance of the Services by SBC may be dependent upon third parties (including, without limitation, Suppliers and Existing Suppliers) and  SBC is not able to guarantee or accept any responsibility for any failure or delay caused by such third parties or for any inaccurate, incomplete or unreliable information provided to the Customer by such parties via SBC. 10.2SBC shall use its reasonable endeavours to ensure that all pricing information provided by SBC to the Customer as part of the Procurement Service is accurate, current and reliable in all material respects. However, save in respect of the foregoing, SBC does not warrant and excludes all liability in respect of the accuracy, completeness, fitness for purposes or legality of any information accessed as a result of the Customer’s use of the Services, the Site or otherwise communicated by SBC to the Customer. 10.3SBC shall use its reasonable endeavours in calculating consumption forecasts (especially on new connections) based on the information provided by the Customer. However they are, due to their nature, inherently uncertain and SBC offers no warranties in respect of such consumption forecasts. 10.4Except as expressly provided in these Terms, the Services and the Site are provided on an “as is” basis without representation or warranty of any kind and to the fullest extent permissible pursuant to applicable law SBC disclaims all other conditions, representations, statements and warranties, either express or implied (whether by common law, custom, statute or otherwise). 10.5SBC does not exclude or limit its liability (if any) in any way: (a)for death or personal injury caused by SBC  negligence; (b)for fraud; or (c)for any matter from which it is unlawful to exclude, or attempt to exclude, SBC liability. 10.6Subject to clause 10.5, SBC total liability to the Customer shall not exceed the total Service Charge payable to SBC in respect of the Supply Contract to which the claim relates. 10.7Subject to clause 10.4, SBC shall have no liability for the following types of loss: (a)loss of profits; (b)loss of sales or business; (c)loss of agreements or contracts; (d)loss of anticipated savings; (e)loss of use or corruption of software, data or information; (f)loss of or damage to goodwill; (g)Volume Tolerance Charges; and 10.8indirect or consequential loss.  References to liability in this clause 10 include every kind of liability arising under or in connection with this Agreement and the Supply Contract, including but not limited to liability in contract, tort (including negligence), restitution or otherwise. 11.Indemnity 11.1The Customer hereby agrees to indemnify, keep indemnified, defend and hold SBC and its parent companies, subsidiaries, affiliates and each of their respective officers, directors, employees, owners, agents, suppliers, contractors, partners, information providers and licensors harmless from and against any and all claims, damages, liability, demands, losses, costs and expenses (including legal fees) (whether or not foreseeable or avoidable) incurred or suffered by any of such parties and any claims or legal proceedings which are brought or threatened arising out of or in connection with any use by or conduct of the Customer in relation to any of the Services, any transactions, dealings or arrangements made with any third party as a result of using the Services or any breach of any of the provisions of these Terms or of any law or the rights of any third party. 12.Data protection 12.1 The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed on behalf of the Customer in accordance with 1.1 SBC Privacy Policy. The Customer also grants SBC  permission to query their business and utility supply details on the relevant industry databases (including but not limited to Transco/Xoserve, ECOES, Companies House, HRMC & The Charity Commission) in order to provide any quotation, or facilitate any contract or transfer. 13.Force Majeure 13.1SBC shall have no liability to the Customer if it is prevented from or delayed in performing any of its obligations in relation to the provision of any of the Services, or from carrying on its business, by circumstances, acts, events, omissions or accidents beyond SBC reasonable control, 1.1including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of SBC or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, epidemic, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, and SBC shall be entitled to a reasonable extension of the time for performing such obligations in the event of any such occurrence. 14.No Waiver 14.1Any failure or delay by SBC to enforce any of its rights under these Terms is not to be taken as or deemed to be a waiver of that or any other right unless SBC acknowledges and agrees to such a waiver in writing. 15.Severability 15.1If any clause or part of a clause of these Terms is, or becomes, invalid, illegal or 1.1 unenforceable, then that clause or part of a clause shall be deemed to be deleted from these Terms. Any such deemed deletion shall not affect the validity, legality or enforceability of the remainder of these Terms. 16.Third Party Rights 16.1The parties agree that the provisions of these Terms are personal to them and are not intended to confer any rights of enforcement on any other third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or to any of its provisions. 17.General  17.1Each Party agrees that it is an independent contractor and is entering into this Agreement as principal. 17.2 Save as expressly provided otherwise, nothing in this Agreement and no action taken by the Parties in connection with it or them will create a partnership or joint venture between the Parties or give either Party authority to act as the agent of or in the name of or on behalf of the other Party or to bind the other Party or to hold itself out as being entitled to do so. 17.3 If a court or any other competent authority finds that any provision of this Agreement (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 this Agreement shall not be affected. 17.4 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, 1.1affairs, customers, clients or suppliers of the other party except as permitted by clause 16.5. 17.5 Each party may disclose the other party’s confidential information: (a)to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with clause 16.4; and (b)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 17.6 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. 18.Transfer of Rights and Obligations  18.1These Terms are binding on the Customer and SBC and on each parties respective successors and assigns. 18.2The Customer may not transfer, assign, charge or otherwise dispose of these Terms, or any of its rights or obligations arising under them, without SBC prior written consent. 19.Entire Agreement 19.1The warranties, exclusions and other express provisions of these Terms, the Privacy Policy and the Terms of Use set out the full extent of our obligations and liabilities concerning the subject matter and supersede any previous agreements between the parties relating thereto. Nothing in this clause shall limit or exclude any liability for fraud. 20.Governing Law and Jurisdiction 20.1These Terms are governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.