STANDARD TERMS OF ENGAGEMENT
These Standard Terms of Engagement (the “Conditions”) are to be read with the proposal, quotation, or other written scope issued by PA Group (UK) Limited. Together they govern the professional, technical, laboratory and contracting services and works supplied by PA Group (UK) Limited.
1. Definitions & Interpretation
1.1 In these Conditions:
“PA” means PA Group (UK) Limited, company number 06257126, whose registered office is at Spring Lodge, 172 Chester Road, Helsby, Cheshire, England, WA6 0AR.
“Client” means the person, firm, company or other organisation to whom the Proposal is addressed, for whom the Services are performed and who is responsible for the Fees. If two or more persons engage PA, they are jointly and severally liable under the Contract.
“Conditions” means these Standard Terms of Engagement.
“Contract” has the meaning given in Condition 2.2.
“Corporate Group” means PA’s ultimate parent undertaking and each subsidiary undertaking of that parent undertaking from time to time.
“Data Protection Laws” means all applicable laws concerning the processing, privacy and use of personal data, including the UK GDPR and the Data Protection Act 2018, in each case as amended or replaced.
“Deliverable” means any report, certificate, advice, drawing, map, plan, register, record, data, software or other output produced or provided as part of the Services.
“Fees” means the fees, charges, expenses and other sums payable by the Client for the Services under the Proposal, these Conditions or an agreed written variation.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names, domain names, rights in designs, database rights, rights in software, rights in confidential information and know-how, and all similar rights, whether registered or unregistered, anywhere in the world.
“Proposal” means PA’s written proposal, quotation, fee submission, schedule of rates or other written offer describing the Services, scope, assumptions, exclusions, programme and Fees, including any written amendment or variation agreed by PA.
“Services” means the professional services, technical services, laboratory services, works and Deliverables described in the Proposal, including any agreed written variation.
“Working Day” means Monday to Friday, excluding public and bank holidays in England, during PA’s normal business hours of 8.00 am to 4.00 pm.
1.2 Headings do not affect interpretation. References to a person include individuals and incorporated or unincorporated bodies. References to legislation include amendments, re-enactments and subordinate legislation in force from time to time. “Including” and similar expressions mean “including without limitation”. The singular includes the plural and vice versa where the context permits.
1.3 If the Proposal conflicts with these Conditions, the Proposal prevails only to the extent that it expressly identifies the provision being varied. Nothing in the Proposal reduces any duty or liability which cannot lawfully be excluded or limited.
2. Contract
2.1 Unless the Proposal states otherwise, the Proposal remains valid for one month from its date.
2.2 The Client’s written acceptance, purchase order or instruction to proceed, or PA starting the Services at the Client’s request, constitutes acceptance of the Proposal and these Conditions and creates the contract between PA and the Client (the “Contract”). PA is not bound by any counter-offer or alternative terms unless expressly accepted in writing by an authorised representative of PA.
2.3 These Conditions apply to the exclusion of any conditions contained or referred to in a purchase order, portal, instruction, letter, form of contract or other communication from the Client, whether issued before or after the Proposal, unless expressly accepted in writing by an authorised representative of PA.
2.4 Where the Client instructs PA to commence the Services before a formal purchase order or signed acceptance is issued, the Client remains responsible for the Fees and for fulfilling its obligations under the Contract.
3. PA Obligations
3.1 PA shall exercise the reasonable skill, care and diligence expected of a competent provider carrying out services or works of a similar nature and shall perform the Services in accordance with the Proposal in all material respects. No fitness-for-purpose obligation applies unless expressly agreed in writing by an authorised representative of PA.
3.2 PA shall use reasonable endeavours to meet dates stated in the Proposal. Unless expressly identified as fixed contractual dates, all dates are estimates and time is not of the essence.
3.3 PA shall perform the Services in accordance with applicable health, safety and environmental law and relevant regulatory, licensing, accreditation and professional requirements in force when the Services are performed. PA may make changes reasonably necessary to comply with such requirements, provided it notifies the Client where the change materially affects scope, programme or Fees.
3.4 Any accreditation, licence, certification or notified status applies only to the Services expressly identified as falling within that scope in the Proposal or relevant Deliverable. It shall not be implied for other Services, opinions, interpretations or activities.
3.5 PA shall identify and manage actual or perceived conflicts of interest and threats to impartiality in accordance with applicable legal, licensing, accreditation and internal management system requirements.
3.6 Where samples, contaminated equipment, hazardous materials or waste arise from the Services, PA may collect, transport, retain, analyse and dispose of them in accordance with applicable law and PA’s procedures. Routine sample disposal is included only where stated in the Proposal. Exceptional disposal, storage, transport or consignment costs may be charged in addition where reasonably incurred.
3.7 Where the Services are exploratory, intrusive, or dependent on physical site conditions, quantities and costs stated in the Proposal shall be treated as estimates or provisional allowances unless expressly stated to be fixed. Unless the Proposal states otherwise, the final Fees shall be based on the actual time, quantities, locations, samples, tests, access requirements, and conditions encountered.
3.8 The Client shall tell PA before the Proposal is issued if a commencement or completion date is critical. Delay, cancellation or acceleration requested after the Proposal may result in additional Fees and a revised programme.
3.9 Unless otherwise agreed in the Proposal, PA is not required to work outside 8.00 am to 4.00 pm Monday to Friday or on public or bank holidays. PA may work outside those hours at its discretion where this does not materially affect the Client.
3.10 Unless expressly included in the Proposal, PA is not responsible for traffic management, watching, temporary lighting, protection of the Services, ground levels or coordinates, specialist access equipment, isolations, opening-up, making good or reinstatement.
4. Client Obligations
4.1 The Client shall cooperate with PA and provide, in sufficient time, accurate and complete information, documents, drawings, records, instructions, materials and decisions reasonably required to perform the Services.
4.2 The Client shall notify PA before work begins of known or suspected hazards, contamination, hazardous materials, asbestos, concealed or underground services, live plant, operational restrictions, access constraints, security arrangements and relevant site rules.
4.3 PA may rely on information, documents and instructions supplied by or on behalf of the Client without independently verifying them, unless the Proposal states otherwise or PA knows that the information is materially incorrect.
4.4 The Client is responsible for the consequences of inaccurate, incomplete, misleading or late information and for any omission or non-disclosure by the Client or those acting on its behalf, except to the extent that PA knew, or exercising reasonable skill and care ought to have known, that the information was materially incorrect.
4.5 Where the Construction (Design and Management) Regulations 2015 or the Building Safety Act 2022 apply, the Client shall provide all relevant pre-construction and safety information and identify the dutyholders appointed for the project. PA does not accept the role of Client, Principal Designer, Principal Contractor or other statutory dutyholder unless that appointment is expressly agreed in writing.
4.6 The Client shall provide safe, timely and uninterrupted access to the site and facilities required for the Services, together with any necessary keys, permits, licences, permissions, consents, isolations, escorts, welfare, utilities and specialist access arrangements, unless expressly included in the Proposal.
4.7 The Client shall obtain and maintain all permissions, licences and consents required to allow PA to carry out the Services and shall ensure that the Client’s premises, materials and equipment are suitable and safe for their intended use by PA.
4.8 The Client shall safeguard PA’s and its subcontractors’ equipment, documents and other property while they are at the Client’s premises and shall use them only in accordance with PA’s instructions.
4.9 The Client shall request any variation or additional instruction in writing. PA shall confirm whether it accepts the request and any resulting change to scope, assumptions, programme, Fees or other terms. PA is not obliged to undertake varied or additional work until the change is agreed in writing, except where immediate action is reasonably necessary to protect health, safety, the environment or property.
4.10 PA may charge reasonable additional time and costs and revise the programme where the Services are affected by changed or unforeseen conditions, adverse weather, unavailable or restricted access, inaccurate or incomplete Client information, additional hazards, changes in law or guidance, or other circumstances not reasonably allowed for in the Proposal.
4.11 If PA’s performance is prevented or delayed by an act or omission of the Client or a failure by the Client to fulfil an obligation (a “Client Default”):
a) PA may suspend the affected Services until the Client Default is remedied and shall be relieved from its obligations to the extent that the Client Default prevents or delays performance;
b) PA shall be entitled to a reasonable extension of time and reimbursement of reasonable costs and losses arising from the Client Default; and
c) PA shall not be liable for delay, cost or loss suffered by the Client to the extent caused by the Client Default.
5. Insurance
5.1 Subject to the terms, conditions, exclusions and limitations of the relevant policies and continued availability at commercially reasonable rates, PA shall maintain professional indemnity insurance with a limit of indemnity of £5,000,000 in the aggregate during the Services and for six years after completion.
5.2 PA shall maintain the following additional insurance during the Services:
a) employers’ liability insurance with a limit of £10,000,000 for any one occurrence;
b) public and products liability insurance with a limit of £10,000,000 for any one occurrence, with products liability in the aggregate; and
c) contractors all risks insurance providing cover for a maximum contract value of £1,000,000, own plant of £150,000 and hired plant of £150,000, where applicable to the Services.
5.3 PA shall provide reasonable evidence of current insurance on request. Any specific type or level of insurance stated in the Proposal applies to those Services. PA shall notify the Client if required insurance ceases to be available on commercially reasonable terms and this materially affects the Services.
6. Limitation of Liability
The Client’s attention is particularly drawn to this Condition 6.
6.1 The restrictions in this Condition apply to every liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, under any indemnity or otherwise.
6.2 Nothing in the Contract limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any matter which cannot lawfully be limited or excluded.
6.3 Subject to Conditions 6.1 and 6.2:
a) PA’s total liability arising out of or in connection with the Contract in any way involving the combustibility, fire-safety requirements, or fire-protection performance of any façade materials, roof materials, cladding, core, filler, composite, insulation, glazing, balconies, terraces, doors, hatches, signage, decorative panels, roof voids, roof cavities, chimneys, flues, external or internal wall systems, external or internal roof systems, or any component or material used in their manufacture, assembly, fixing or construction, shall not exceed £100,000; and
b) subject to Condition 6.3(a), and unless a different cap is expressly stated in the Proposal, PA’s total aggregate liability for all claims arising out of or in connection with the Contract shall not exceed the lesser of:
I. £1,000,000; and
II. the amount recoverable by PA under the insurance applicable to the claim, provided that PA has complied with its obligations under the relevant policy.
6.4 Where another consultant, contractor, subcontractor, manager, adviser or other person is also responsible for loss or damage, PA’s liability shall be limited to the proportion that is just and equitable having regard to PA’s responsibility, on the assumption that each such person has paid the proportion attributable to its responsibility.
6.5 Where PA is in breach of its obligation to exercise reasonable skill, care and diligence and the breach can reasonably be corrected, PA shall first be given a reasonable opportunity to re-perform or correct the affected Services. PA’s liability for that breach shall not exceed the reasonable cost of correction or equivalent replacement work, subject always to the other limits in this Condition.
6.6 PA shall not be liable for indirect or consequential loss or for loss of profit, revenue, income, production, use, business, contracts, anticipated savings, opportunity, goodwill, reputation, goods, data or software, or for wasted expenditure or pure economic loss, except to the extent such exclusion is prohibited by law.
6.7 PA shall not be liable to the extent that loss or damage results from inaccurate, incomplete or late Client information; failure to follow PA’s advice; use of a draft Deliverable; unauthorised alteration or use of a Deliverable; use outside its stated purpose; conditions not reasonably discoverable within the agreed scope; or an act or omission of a person for whom PA is not legally responsible.
6.8 No action or proceedings arising out of or in connection with the Contract may be commenced against PA more than six years after completion of the relevant Services or such earlier date as the law permits, except where a different limitation period applies and cannot lawfully be varied.
6.9 No employee, director or individual officer of PA shall be personally liable to the Client for any negligence, default or other liability arising from the performance of the Services.
6.10 Except as expressly stated in the Contract, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
7. Fees & Payment
7.1 The Client shall pay the Fees in consideration of PA providing the Services.
7.2 Fees, rates, expenses and third-party costs are as stated in the Proposal. Unless the Proposal states otherwise, reasonable additional expenses and third-party costs necessarily incurred in providing the Services may be charged in addition.
7.3 Where the Contract continues for more than 12 months, PA may increase rates on each anniversary in line with the Consumer Prices Index published by the Office for National Statistics, unless the Proposal states another review mechanism.
7.4 Credit is subject to a satisfactory credit assessment. PA may withdraw or amend credit terms where the Client’s credit position materially deteriorates and may require advance payment or an acceptable payment guarantee before continuing the Services.
7.5 Fees are exclusive of VAT and other applicable taxes, which the Client shall pay at the prevailing rate.
7.6 Unless the Proposal states otherwise or advance payment is required, PA may invoice monthly in arrears and on completion. Invoicing is not conditional on a Client milestone, approval or receipt of a Deliverable unless expressly agreed.
7.7 Each invoice shall state the sum due and the basis of calculation. The due date is the date of the invoice. The invoice constitutes PA’s payment notice and the amount stated is the notified sum. The final date for payment is 28 calendar days after the due date unless the Proposal expressly states a different compliant period.
7.8 The Client shall pay the notified sum by the final date for payment unless it gives PA a valid written pay less notice not less than 14 days before the final date for payment. The notice must state the sum the Client considers due on the date of the notice and the basis on which that sum is calculated.
7.9 The payment mechanism in Conditions 7.7 and 7.8 applies contractually whether or not the Housing Grants, Construction and Regeneration Act 1996 applies. Where that Act applies, the Contract shall be interpreted to comply with its mandatory requirements and the applicable Scheme for Construction Contracts.
7.10 If the Client fails to pay by the final date for payment:
a) PA may charge interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with statutory compensation and reasonable debt-recovery costs; and
b) PA may suspend all or part of the Services on not less than seven days’ written notice. PA shall be entitled to a reasonable extension of time and its reasonable costs and expenses arising from the suspension and subsequent remobilisation.
7.11 The Client shall pay all undisputed sums without set-off, deduction, counterclaim or withholding except where required by law. A dispute about part of an invoice does not permit the Client to withhold the undisputed balance.
7.12 Unless the Proposal states a different charge, PA may charge £330 plus VAT for each confirmed site attendance cancelled or rearranged by the Client with less than 48 hours’ notice, or where PA attends or commits resources but cannot commence or complete the Services for reasons outside PA’s reasonable control. Notice is treated as received only during PA’s normal business hours. PA may also recover reasonable non-cancellable third-party, specialist, mobilisation and demobilisation costs.
8. Material Default Suspension & Termination
8.1 Either party may notify the other in writing of a material breach. Where the breach is capable of remedy, the notice shall allow a reasonable period to remedy it, having regard to its nature and consequences.
8.2 Without prejudice to any other right or remedy, PA may suspend the Services or terminate the Contract by written notice if:
a) the Client commits a material breach and fails to remedy it within the period stated in a notice;
b) the Client fails to pay an undisputed sum when due and remains in default after receiving written notice;
c) the Client fails to provide necessary access, information, permissions, cooperation or safe working conditions;
d) continued performance would create an unacceptable health, safety, legal, licensing, accreditation, regulatory or commercial risk;
e) the Client becomes unable to pay its debts, enters administration, liquidation or an arrangement with creditors, has a receiver appointed, ceases or threatens to cease business, or suffers an analogous event in any jurisdiction; or
f) the Client or any relevant officer or employee becomes subject to applicable sanctions or PA reasonably considers that continuing the Contract may cause PA to breach sanctions law.
8.3 The Client may terminate the Contract by written notice if PA commits a material breach which is capable of remedy and fails to remedy it within a reasonable period stated in the notice, or if PA becomes insolvent or ceases business.
8.4 On suspension or termination, the Client shall immediately pay all Fees for Services performed, work in progress, committed third-party costs, demobilisation and other sums properly due. Where the Client terminates for convenience or the Contract ends because of Client Default, PA may also recover reasonable loss directly arising from cancelled commitments and unrecoverable allocated resources.
8.5 Termination does not affect accrued rights or any provision intended expressly or by implication to survive termination, including payment, confidentiality, intellectual property, reliance, liability, data protection and dispute provisions.
9. Dispute Resolution
9.1 Except for urgent injunctive relief, debt recovery or a statutory right to adjudicate, the parties shall first try in good faith to resolve any complaint or dispute through their operational representatives. If unresolved within 14 days after written referral, the matter shall be referred to a senior representative or director of each party.
9.2 If senior representatives do not resolve the dispute within 28 days after referral, either party may propose mediation under the CEDR Model Mediation Procedure. Unless otherwise agreed, the mediator shall be nominated by CEDR. Mediation does not prevent either party protecting a limitation period or seeking urgent relief.
9.3 Where a statutory or contractual right to adjudicate applies, either party may refer a dispute to adjudication at any time. Unless another nominating body is stated in the Proposal or required by law, the adjudicator shall be nominated by the Royal Institution of Chartered Surveyors and Part 1 of the Scheme for Construction Contracts shall apply so far as relevant.
10. Subcontracting & Third-Party Services
10.1 PA may subcontract or procure any part of the Services from a suitably competent consultant, contractor, laboratory, specialist or supplier. PA remains responsible for managing subcontracted Services to the extent required by the Contract, except where the third party is appointed or directly instructed by the Client.
10.2 Where a third-party service is identified in the Proposal as subject to separate terms, those terms apply to that element where they have been made available to the Client and are legally incorporated. PA is not responsible for the performance of a third party nominated by the Client beyond any responsibility which cannot lawfully be excluded.
11. Confidentiality
11.1 Each party shall keep the other’s confidential information confidential and use it only for the Contract. This obligation does not apply to information which is lawfully public, already lawfully known without restriction, independently developed, lawfully received from a third party without restriction, or required to be disclosed by law.
11.2 A party may disclose confidential information to its employees, Corporate Group companies, subcontractors, laboratories, advisers, insurers, funders, auditors, regulators, accreditation bodies and licensing authorities who reasonably need it for the Contract or associated legal, insurance, quality or regulatory purposes, provided appropriate confidentiality obligations apply.
11.3 Neither party shall use the other’s name, logo, photographs, Deliverables or project details for external publicity without prior written consent, except where disclosure is required by law or a public procurement or regulatory obligation.
11.4 The parties may communicate by email and other electronic means. Each party shall take reasonable security precautions but accepts that electronic communications cannot be guaranteed to be secure, error-free or free from malware.
12. Deliverables & Intellectual Property
12.1 Deliverables are prepared for the Client for the purpose, scope and circumstances stated in the Proposal or Deliverable and reflect the information, conditions and accessible areas existing when the Services were performed.
12.2 All Intellectual Property Rights in PA’s pre-existing materials, methodologies, templates, systems, software, know-how, processes and in Deliverables created through the Services remain vested in PA or its licensors, except for Intellectual Property Rights in materials supplied by the Client.
12.3 Subject to payment in full, PA grants the Client a non-exclusive, royalty-free, non-transferable licence to use and copy the final Deliverables solely for the purpose for which they were prepared. The Client shall not materially alter a Deliverable, use it for another project or purpose, or remove PA’s authorship or limitation wording without PA’s written consent. The Client’s right to use and rely on a final Deliverable is conditional upon payment in full of all Fees relating to that Deliverable.
12.4 The Client grants PA and its subcontractors a non-exclusive, royalty-free licence to use, copy and modify Client materials to the extent necessary to perform the Services and create the Deliverables.
12.5 Draft Deliverables are issued for review only and must not be relied upon as final. PA is not liable for reliance on a draft or on a Deliverable which has been altered without PA’s written approval.
12.6 Proposals and quotations which do not result in a Contract remain PA’s property and must not be copied, disclosed or used as the basis of work by another person without PA’s written consent.
13. Assignment Reliance & Third-Party Rights
13.1 The Client shall not assign, transfer, charge, novate or otherwise deal with any right or obligation under the Contract without PA’s prior written consent. PA may assign or transfer the Contract to a company within its Corporate Group on written notice, provided this does not materially reduce the Client’s contractual rights.
13.2 No third party may rely on a Deliverable or advice provided by PA without PA’s prior written agreement. If PA agrees to provide a letter of reliance, collateral warranty, assignment or other third-party benefit, PA may charge an additional fee and impose additional terms, including limits on scope, duration, use and liability.
13.3 PA is not obliged to sign a document supplied after appointment or after a Deliverable has been issued. Any agreed third-party document shall not provide greater rights, remedies or benefits than the Contract provides to the Client.
13.4 Except where expressly stated in an agreed document, a person who is not a party to the Contract has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.
14. Force Majeure
14.1 Neither party is in breach of the Contract or liable for delay or failure, other than failure to pay a sum already due, caused by an event beyond its reasonable control. Such events may include extreme weather, fire, flood, natural disaster, epidemic or pandemic, terrorism, civil disorder, war, industrial action, interruption of utilities, communications or transport, shortage of labour or materials, breakdown of plant, governmental action, sanctions, embargoes or changes in law.
14.2 The affected party shall notify the other as soon as reasonably practicable and use reasonable endeavours to mitigate the effect. PA shall be entitled to a reasonable extension of time and payment for Services performed and reasonable costs incurred as a result of the event.
14.3 If the event continues for more than 90 days and materially prevents performance, either party may terminate the affected Services by written notice. The Client shall pay all Fees and costs properly due up to termination.
15. PA Personnel
15.1 The Client shall not, without PA’s written consent, directly solicit for employment or engagement any PA employee materially involved in the Services during the Contract and for six months after completion. This restriction does not prevent recruitment through a genuine general campaign not targeted at PA personnel or the recruitment of a person who approaches the Client independently without solicitation.
15.2 If the Client breaches Condition 15.1, it shall reimburse PA for the reasonable and evidenced cost of recruiting and training a suitable replacement, subject to the applicable law and the limitations in Condition 6.
16. Compliance With Laws Policies & Data Protection
16.1 Each party shall comply with applicable laws, regulations and codes relevant to the Contract, including those concerning bribery, fraud, facilitation of tax evasion, sanctions, anti-money laundering, modern slavery, equality, prevention of sexual harassment and data protection.
16.2 Neither party shall engage in conduct connected with the Contract which would constitute an offence under the Bribery Act 2010, Criminal Finances Act 2017, Modern Slavery Act 2015, Sanctions and Anti-Money Laundering Act 2018 or Economic Crime and Corporate Transparency Act 2023.
16.3 The Client shall provide a working environment in which PA personnel are treated with dignity and respect and shall take prompt and appropriate action in response to harassment, discrimination, violence, threats or other unacceptable conduct affecting PA personnel.
16.4 Each party shall comply with Data Protection Laws. Unless otherwise expressly agreed in writing, each party acts as an independent controller of personal data processed for its own purposes in connection with the Contract.
16.5 Where PA is required to act as a processor on behalf of the Client, the parties shall agree any additional terms required by Data Protection Laws before that processing begins. PA is not deemed to be a processor merely because Client personal data appears in project information or Deliverables.
16.6 Each party shall implement appropriate technical and organisational measures to protect personal data. PA may retain personal data and project records for legal, regulatory, licensing, accreditation, insurance, quality-assurance and legitimate business purposes in accordance with its retention requirements and privacy information.
16.7 PA may share personal data within its Corporate Group and with subcontractors, laboratories, advisers, insurers, regulators, accreditation or licensing bodies where lawful and reasonably necessary for the Services, compliance or administration of the Contract.
16.8 This Condition survives termination or expiry of the Contract.
17. General
17.1 A notice under the Contract must be in writing and delivered by hand, sent by pre-paid first-class or recorded post, or sent by email to the postal or email address stated in the Proposal or most recently notified for contractual notices. A notice:
a) delivered by hand is received when delivered, or at 9.00 am on the next Working Day if delivered outside normal business hours;
b) sent by post within the United Kingdom is received two Working Days after posting; and
c) sent by email is received when transmitted without an error message, or at 9.00 am on the next Working Day if sent outside normal business hours.
17.2 Condition 17.1 does not apply to service of court proceedings or other documents in legal proceedings.
17.3 If a provision is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deleted. The remainder of the Contract remains effective.
17.4 No amendment or variation is effective unless recorded in writing and agreed by authorised representatives of both parties, except for an emergency instruction under Condition 4.9.
17.5 The Contract constitutes the entire agreement relating to the Services and supersedes previous discussions, negotiations and representations. Neither party relies on a statement not set out in the Contract, but nothing excludes liability for fraud or fraudulent misrepresentation.
17.6 A waiver is effective only if given in writing and only for the circumstances for which it is given. Failure or delay in exercising a right does not waive that or any other right.
17.7 Nothing in the Contract creates a partnership, joint venture, fiduciary relationship or agency between the parties or authorises either party to bind the other.
17.8 The Contract and any non-contractual obligations arising from it are governed by the laws of England and Wales. Subject to Condition 9 and any mandatory statutory procedure, the courts of England and Wales have exclusive jurisdiction.