These terms and conditions (Conditions) cover all projects, services and jobs undertaken for Customers.
2.1 These Conditions shall:
2.1.1 apply to and be incorporated into the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s brief, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.2 The Customer’s brief, or the Customer’s acceptance of a quotation for Services by Handcoded, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by Handcoded other than:
2.2.1 by a written acknowledgement issued and executed by Handcoded; or
2.2.2 (if earlier) by Handcoded starting to provide the Services,
when a contract for the supply and purchase of the Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
2.3 Quotations are given by Handcoded based upon the Customer’s instructions, brief and description of the work and services to be completed. They are given on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 14 days from its date, provided that Handcoded has not previously withdrawn it.
3.1 The Services supplied under the Contract shall be provided by Handcoded to the Customer from the date agreed by the parties after the Customer has signed the quotation. Unless agreed otherwise in writing, Handcoded shall not begin providing the Services until the quotation has been signed.
3.2 Subject to condition 17, the Services supplied under the Contract shall continue to be supplied for the period set out in the quotation or otherwise, will be of a continuous nature unless the Contract is terminated by one of the parties giving to the other not less than 3 months’ notice.
4.1 Handcoded shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with the quotation.
4.2 Handcoded shall use reasonable endeavours to meet any performance dates specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5.1 The Customer shall:
5.1.1 co-operate with Handcoded in all matters relating to the Services;
5.1.2 provide Handcoded, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by Handcoded;
5.1.3 provide to Handcoded, in a timely manner, such In-put Material and other information as Handcoded may reasonably require and ensure that it is accurate in all material respects;
5.1.4 ensure that all Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
5.1.5 ensure that all In-put Material is owned by the Customer, or, if not, ensure that the Customer has permission from the legal owner;
5.1.6 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of Handcoded’s Equipment, the use of In-put Material and the use of the Customer’s Equipment in relation to Handcoded’s Equipment, in all cases before the date on which the Services are to start; and
5.1.7 keep, maintain and insure Handcoded’s Equipment in good condition, and shall not dispose of or use Handcoded’s Equipment other than in accordance with Handcoded’s written instructions or authorisation.
5.2 The Customer acknowledges that the late supply of In-put Material may have an impact on Handcoded’s ability to deliver the Services within the estimated deadline. If Handcoded’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Handcoded shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.3 The Customer shall be liable to pay to Handcoded, on demand, all reasonable costs, charges or losses sustained or incurred by Handcoded (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Handcoded confirming such costs, charges and losses to the Customer in writing.
5.4 The Customer shall not, without the prior written consent of Handcoded, at any time from the date of the Contract to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from Handcoded or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Handcoded in the provision of the Services.
5.5 Any consent given by Handcoded in accordance with condition 5.4 shall be subject to the Customer paying to Handcoded a sum equivalent to 20% of the then current annual remuneration of Handcoded’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
6.1 In consideration of the provision of the Services by Handcoded, the Customer shall pay the charges as set out in the quotation, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Unless stated or agreed otherwise, all charges must be paid prior to Handcoded commencing the Services. Condition 6.2 shall apply if Handcoded provides Services on a time and materials basis. Condition 6.3 shall apply if Handcoded provides Services for a fixed price. The remainder of this condition 6 shall apply in either case.
6.2 Where Services are provided on a time and materials basis:
6.2.1 the charges payable for the Services shall be calculated in accordance with Handcoded’s standard hourly fee rates, as set out in the quotation and as amended from time to time in accordance with condition 6.9;
6.2.2 Handcoded shall be entitled to charge an overtime rate of 1.5% of the standard hourly fee rate for any time worked by individuals whom it engages on the Services outside the hours agreed to be provided for in the quotation or outside the hours of 9.00 am and 5.00 pm;
6.2.3 all charges quoted to the Customer shall be inclusive of VAT;
6.2.4 Handcoded shall ensure that every individual whom it engages on the Services completes job sheets recording time spent on the Services, and Handcoded shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 6.2.5; and
6.2.5 Unless paid for upfront, Handcoded shall invoice the Customer in arrears from time to time for its charges for time, expenses and materials (together with VAT where appropriate) for the period concerned, calculated as provided in this condition 6.2. Each invoice shall set out the time spent on each aspect of the Services by each individual whom it engages on the Services and provide a detailed breakdown of any expenses and materials.
6.3 Where Services are provided for at a fixed price, the total price for the Services shall be the amount set out in the quotation. Unless paid for upfront or otherwise agreed in writing by Handcoded, 50% of the total price for the Services must be paid to Handcoded prior to Handcoded providing the Services to the Customer. The balance of the total price shall be paid to Handcoded (without deduction or set-off) as and when invoices are issued by Handcoded save where the Customer has been granted credit facilities in which case the balance of the total price shall be paid within 30 days of Handcoded’s invoices, as and when they are issued.
6.4 Any fixed price and daily rate contained in the quotation usually excludes:
6.4.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Handcoded engages in connection with the Services, and the cost of any materials or disbursements. Such expenses, materials or disbursements shall be invoiced by Handcoded at cost; and
6.4.2 VAT, which Handcoded shall add to its invoices at the appropriate rate.
6.5 All reversionary work or additional work requested by the Customer, which is requested following commencement of the Service and which is outside the scope of the quotation (including any services necessarily procured in order to carry out the Service) shall be regarded as additional to the cost given in the quotation and will be invoiced separately.
6.6 Quotations do not include copy writing or photography unless otherwise stated.
6.7 All charges listed in quotations are estimates and are subject to final confirmation of technical specification.
6.8 Charges include 10 minutes of amendments per hour of design work/artwork. Any additional work will be charged at Handcoded’s standard hourly fee rates.
6.9 The parties agree that Handcoded may review and increase its standard hourly fee rates, provided that such charges cannot be increased more than once in any 12 month period. Handcoded will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, it may, within 2 weeks of such notice being received or deemed to have been received in accordance with condition 10, terminate the Contract by giving 3 months written notice to Handcoded.
6.10 The Customer shall pay each invoice submitted to it by Handcoded, in full and in cleared funds, within 15 days of receipt.
6.11 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Handcoded on the due date, Handcoded may:
6.11.1 charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. Handcoded may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
6.11.2 suspend all Services until payment has been made in full.
6.12 Time for payment shall be of the essence of the Contract.
6.13 All sums payable to Handcoded under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.13 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.14 Handcoded may, without prejudice to any other rights it may have, set off any liability of the Customer to Handcoded against any liability of Handcoded to the Customer.
7.1 Where requested by the Customer, Handcoded will design and build a website based on the Customer’s agreed brief.
7.2 Unless agreed in writing differently with a director of Handcoded, a non-refundable deposit of 50% must be paid by the Customer on acceptance of Handcoded’s quotation and, in any event, before Handcoded provides the Services. The balance of Handcoded’s charges must be paid prior to the website going live. If any charges are not paid on or before the date for payment, Handcoded may suspend the provision of the Services and Handcoded will not upload the website to their server or supply the website files to the Customer for use on any third party hosting server.
7.3 Once Handcoded has been paid in full for its website design service, Handcoded will provide a version of the Customer’s website to the Customer for the Customer’s review and approval. Once approval has been given, which can include by email or verbally, Handcoded will release the website to the Customer. On approval, Handcoded will have no liability for any errors or downtime due to changes being made to the website by the Customer of any third parties.
7.4 Handcoded reserves the right to refuse to handle and material that they deem to be offensive, illegal or controversial.
7.5 Unless agreed otherwise, the Customer agrees that Handcoded shall be free to:
7.5.1 reproduce, use, disclose, display, transmit, perform, create derivative works, and distribute any item from the Customers website; and
7.5.2 use any ideas, concepts, know how or techniques used in the construction of the Customer’s website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.
8.1 Where requested by the Customer, Handcoded will provide website hosting and maintenance services. Handcoded will use reasonable endeavours to provide a reliable and professional service.
8.2 Handcoded will provide to the Customer the amount of bandwidth set out in the quotation. Should the Customer’s website exceed the permitted allowance, Handcoded reserves the right to charge an additional fee or to request that the Customer transfer their hosting to an alternative provider.
8.3 Payment for the period of such services must be paid upfront unless agreed otherwise, in which case, the Customer must set up a standing order or direct debit to pay Handcoded’s charges on a monthly basis. Handcoded reserves the right to deactivate the Customer’s website where the hosting and/or maintenance fees are not paid on time. Handcoded may charge an administration fee, currently £85, for reactivating the Customer’s website.
8.4 Handcoded cannot guarantee that website hosting will be available to the Customer at all times, especially in the event of a failure beyond Handcoded’s control.
8.5 For the purpose of maintenance services, website hosting may have to be suspended for short periods of time. Handcoded will endeavour to notify the Customer of any such periods.
8.6 Where the Customer does not use Handcoded for website hosting and maintenance, Handcoded will have no liability in respect of these services.
9.1 Where requested, Handcoded will provide domain name registration services.
9.2 Domain name registration is completed through a third party domain name provider. The registration of a domain name on behalf of the Customer is subject to the terms and conditions of those third parties.
9.3 Domain names are typically registered for 12 months.
9.4 Handcoded will advise the Customer of the relevant renewal dates and fees. Renewal fees must be received by Handcoded prior to the relevant renewal date. If the renewal fees are not received prior to the renewal date, Handcoded will not renew the domain registration and the domain name may be lost to a third party.
9.5 The Customer must ensure that the domain name does not infringe upon a third party’s legal rights, or that it is not used for any unlawful purpose.
9.6 Handcoded will charge a fee, currently £45, for a domain name transfer. A domain name will only be transferred once Handcoded has received the full domain name transfer fee.
10.1 Handcoded will spend the time listed in the quotation on these services.
10.2 Handcoded will use reasonable endeavours to improve the position of the Customer’s search engine results, but, do not guarantee any specific placement or higher placement on search engine results.
10.3 Handcoded will have no liability for any changes in position of the Customer’s website on search engine results.
11.1 Handcoded will provide design services as set out in the quotation.
11.2 Following signature of the quotation, there will be a design phase during which Handcoded may have a number of meetings with the Customer to take further instructions. Once the design phase has ended, Handcoded will finalise their design and request that the Customer approve the design by signing a final approval sheet or by confirming approval in an email or verbally, or such other method as Handcoded shall notify to the Customer.
11.3 Once the Customer has given final approval, any further design work requested by the Customer will be charged at Handcoded’s hourly rate.
11.4 Where Handcoded are asked to tender for the design work of a Customer or any other third party, or in any situation where Handcoded are asked to produce design services before the Customer or a third party signs a quotation or has chance to review these Conditions, the Customer or the third party acknowledges that Handcoded will invest both time and money in producing the initial tender/design work and agrees that it will pay £2,000 to Handcoded if Handcoded does not secure the tendered/potential work and the Customer or third party, or any party connected to the Customer or the third party, then uses the design, or any design which, in the reasonable opinion of Handcoded, is based upon Handcoded’s original design. The Customer or the third party acknowledges that this fee is a genuine pre-estimate of Handcoded’s costs in producing such design. Handcoded may reduce this amount if its costs are substantially below this figure or in its absolute discretion. This sum must be paid within 7 days of the Customer or the third party receiving Handcoded’s invoice.
12.1 Where the Customer requires photography as part of the Services, this can be provided by Handcoded, a third party of Handcoded’s choosing, a third party of the Customer’s choosing or by the Customer itself.
12.2 Photography provided for by Handcoded, or where Handcoded engages the services of a third party to provide such photography, will be invoiced at the rate set out in the quotation. No charge will be made in respect of photography submitted by the Customer.
12.3 Where the Customer provides photography to be used by Handcoded, Handcoded will not be liable for any copyright or other intellectual property infringements. Handcoded reserve the right to refuse any photography provided by the Customer unless adequate proof is provided that the Customer is entitled to submit such photography.
12.4 Where Handcoded or a third party engaged by Handcoded provides photography for the Customer, the Customer will be required to approve such photography either in writing (which shall include by email) or verbally, or such other method as Handcoded shall notify to the Customer. Handcoded will have no liability for any such photography once the Customer has approved it, or if Handcoded decides to proceed with the photography if they are unable to obtain such approval within 14 days.
13.1 Handcoded will provide printing and/or signage services as set out in the quotation.
13.2 Prior to Handcoded producing the printing and/or signage requested by the Customer, the Customer will be required to approve the printing and/or signage by signing a final approval sheet or by confirming approval in an email or verbally, or such other method as Handcoded shall notify to the Customer.
13.3 Once the Customer has given final approval, any printing and/or signage work requested by the Customer will be charged at Handcoded’s hourly rate.
14.1 Save where agreed otherwise (for example, where Handcoded agree to licence the design and code to a website to the Customer for an annual fee), as between the Customer and Handcoded, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials (excluding any material provided by the Customer) shall be owned by Handcoded until the Services are paid for in full. Subject to condition 14.2, until the Services are paid for in full, Handcoded licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the website, the Deliverables and the Services.
14.2 The Customer grants Handcoded a licence to use the Customer’s Equipment and the In-put Material.
14.3 The Customer acknowledges that, where Handcoded does not own any Pre-existing Materials, the Customer’s use of rights in Pre-existing Materials is conditional on Handcoded obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Handcoded to license such rights to the Customer.
15.1 This condition 15 sets out the entire financial liability of Handcoded (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
15.1.1 any breach of the Contract;
15.1.2 any use made by the Customer of the Services, the Deliverables or any part of them; and
15.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
15.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15.3 Nothing in these Conditions limits or excludes the liability of Handcoded:
15.3.1 for death or personal injury resulting from negligence; or
15.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Handcoded.
15.4 Subject to condition 15.2 and condition 15.3
15.4.1 Handcoded shall not be liable for:
126.96.36.199 loss of business; or
188.8.131.52 loss of goods; or
184.108.40.206 loss of contract; or
220.127.116.11 loss of use, for example, a the Customer’s website being unavailable; or
18.104.22.168 loss of corruption of data or information; or
22.214.171.124 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
15.4.2 Handcoded’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
16.1 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 by and on behalf of Handcoded in connection with the Services.
17.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 1 months written notice if:
17.1.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
17.1.2 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
17.1.3 the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
17.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
17.1.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
17.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
17.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
17.1.8 a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
17.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
17.1.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
17.1.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 17.1.4 to condition 17.1.10 (inclusive); or
17.1.12 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
17.2 Handcoded may terminate the Contract on one month’s written notice if there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001).
17.3 On termination of the Contract for any reason:
17.3.1 the Customer shall immediately pay to Handcoded all of Handcoded’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Handcoded may submit an invoice, which shall be payable immediately on receipt;
17.3.2 the Customer shall, within a reasonable time, return all of Handcoded’s Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then Handcoded may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
17.3.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
17.4 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: condition 14; condition 15; condition 16; condition 17; and condition 19.12.
18.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Handcoded, its employees, agents, consultants or subcontractors and any other confidential information concerning Handcoded’s business or its products which the Customer may obtain.
18.2 The Customer may disclose such information:
18.2.1 to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer’s obligations under the Contract; and
18.2.2 as may be required by law, court order or any governmental or regulatory authority.
18.3 The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 18.
18.4 The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract.
18.5 All materials, equipment and tools, drawings, specifications and data supplied by Handcoded to the Customer (including Pre-existing Materials and the Supplier’s Equipment) shall, at all times, be and remain as between Handcoded and the Customer the exclusive property of Handcoded, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Handcoded, and shall not be disposed of or used other than in accordance with Handcoded’s written instructions or authorisation.
19.1 Handcoded shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Handcoded or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, 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.
19.2 Handcoded may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If Handcoded requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.
19.3 Subject to condition 19.2, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
19.4 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
19.5 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19.6 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.7 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
19.8 The Customer shall not, without the prior written consent of Handcoded, assign, transfer, charge, mortgage, subcontractor deal in any other manner with all or any of its rights or obligations under the Contract. Handcoded may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
19.9 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
19.10 A person who is not a party to the Contract shall not have any rights under or in connection with it.
19.11 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
19.12 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).