Terms & Conditions

These are the Terms and Conditions of Sale for SmartFits to which the purchases of goods.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Applicable Laws has the meaning in condition 11.1

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

Cancellation Fee such sum as notified by SmartFits to the Customer from time to time

Commencement Date has the meaning given in condition 2.2

Conditions these terms and conditions as amended from time to time in accordance with condition 16.9

Contract the contract between SmartFits and the Customer for the supply of Goods and/or Services in accordance with and incorporating these Conditions and the Order

Customer the person, firm or Company who purchases the Goods and/or Services from SmartFits as detailed within the Order

Data Protection Legislation the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications

Delivery Location has the meaning given in condition 4.2

Domestic UK Law the Data Protection Legislation from time to time in force in the United Kingdom and any other law that applies in the United Kingdom

Force Majeure Event has the meaning given to it in condition 16.1(a)

Goods the goods (or any part of them) set out in the Order

Goods Specification any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and SmartFits

Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Order the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form, or the Customer's written acceptance of SmartFits' quotation, or overleaf, as the case may be

Price the price payable by the Customer for the Goods and/or Services as set out the Order

Services the services supplied by SmartFits to the Customer as set out in the Service Specification

Service Specification the description or specification for the Services provided in writing by SmartFits to the Customer, or as set out in the Order, as the case may be

SmartFits SmarFfits Installations Limited registered in England and Wales with company number 06971356

SmartFits Materials has the meaning given in condition 8.1(h)

1.2 Interpretation:

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

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes email but not fax.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when SmartFits issues written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date").

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

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

2.5 Any quotation given by SmartFits shall not constitute an offer, and is only valid for a period of 2 calendar months from its date of issue.

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

3. Goods

3.1 The Goods are described in SmartFits' catalogue and/or on SmartFits' website as modified by any applicable Goods Specification.

3.2 The Customer shall indemnify SmartFits against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by SmartFits arising out of or in connection with any claim made against SmartFits for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with SmartFits' use of the Goods Specification. This condition 3.2 shall survive termination of the Contract.

3.3 SmartFits reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and SmartFits shall notify the Customer in any such event.

4. Delivery of Goods

4.1 SmartFits shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and SmartFits reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).

4.2 SmartFits shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after SmartFits notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. SmartFits shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide SmartFits with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If SmartFits fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. SmartFits shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide SmartFits with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to take delivery of the Goods within three Business Days of SmartFits notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by SmartFits' failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which SmartFits notified the Customer that the Goods were ready; and

(b) SmartFits shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten Business Days after SmartFits notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, SmartFits may resell or otherwise dispose of part or all of the Goods.

5. Quality of Goods

5.1 SmartFits warrants that on delivery, and subject to the duration of the manufacturer's warranty period ("warranty period"), the Goods shall:

(a) conform in all material respects with their description and any applicable Goods Specification;

(b) be free from material defects in design, material and workmanship; and

5.2 Subject to condition 5.3, SmartFits shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

(a) the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in condition 5.1;

(b) SmartFits is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by SmartFits) returns such Goods to SmartFits' place of business at the SmartFits cost.

5.3 SmartFits shall not be liable for the Goods' failure to comply with the warranty in condition 5.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with condition 5.2;

(b) the defect arises because the Customer failed to follow SmartFits' oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(c) the defect arises as a result of SmartFits following any drawing, design or Goods Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of SmartFits;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4 Except as provided in this condition 5, SmartFits shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in condition 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by SmartFits.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until SmartFits receives payment in full (in cash or cleared funds) for the Goods and any other goods that SmartFits has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as SmartFits' property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on SmartFits' behalf from the date of delivery;

(d) notify SmartFits immediately if it becomes subject to any of the events listed in condition 14.3(b) to condition 14.3(d); and

(e) give SmartFits such information relating to the Goods as SmartFits may require from time to time.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in condition 14.3(b) to condition 14.3(d), then, without limiting any other right or remedy SmartFits may have:

(a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and

(b) SmartFits may at any time:

(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Supply of Services

7.1 SmartFits shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 SmartFits shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 SmartFits reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and SmartFits shall notify the Customer in any such event.

7.4 SmartFits warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5 In the event that SmartFits, its employees, agents, consultants or subcontractors are late or fail to attend to provide the Services at such time as may be agreed by the Customer and SmartFits, SmartFits shall not be liable for any costs or charges incurred or suffered by the Customer. Any time and/or date provided by SmartFits to the Customer in connection with the supply of the Services is approximate and may be subject to change.

8. Customer's obligations

8.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;

(b) co-operate with SmartFits in all matters relating to the Services;

(c) provide SmartFits, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation, vehicles and other facilities as reasonably required by SmartFits to provide the Services;

(d) provide SmartFits with such information and materials as SmartFits may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) prepare the Customer's premises and/or vehicles for the supply of the Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g) comply with all applicable laws, including health and safety laws;

(h) keep all materials, equipment, documents and other property of SmartFits ("SmartFits Materials") at the Customer's premises in safe custody at its own risk, maintain SmartFits Materials in good condition until returned to SmartFits, and not dispose of or use SmartFits Materials other than in accordance with SmartFits' written instructions or authorisation;

(i) in respect of the supply of Services, sign up to SmartFits' Direct Debit Mandate in respect of monthly line rental charges for live view access on the tracking platform;

(j) comply with any additional obligations as set out in the Service Specification and the Goods Specification; and

(k) immediately provide written notification to SmartFits of any damage to the Customer's vehicle by SmartFits its employees, agents, consultants or subcontractors during the performance of the Services. SmartFits shall not be liable for the costs of any rectification work completed by the Customer themselves at any time.

8.2 If SmartFits' performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

(a) without limiting or affecting any other right or remedy available to it, SmartFits shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays SmartFits' performance of any of its obligations;

(b) SmartFits shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SmartFits' failure or delay to perform any of its obligations as set out in this condition 8.2; and

(c) the Customer shall reimburse SmartFits on written demand for any costs or losses sustained or incurred by SmartFits arising directly or indirectly from the Customer Default.

9. PRICE and payment

9.1 The Price for Goods:

(a) shall be the price set out in the Order or, if no price is quoted, the price set out in SmartFits' published price list as at the date of the order; and

(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.

9.2 The price for Services shall be calculated on a time and materials basis:

(a) the price shall be calculated in accordance with SmartFits' daily fee rates, as set out in the Order;

(b) SmartFits' daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;

(c) SmartFits shall be entitled to charge an overtime rate, as agreed between SmartFits and the Customer from time to time or as detailed in the Order, for any time worked by individuals whom it engages on the Services during any hours on a Saturday; and

(d) SmartFits shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom SmartFits engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by SmartFits for the performance of the Services, and for the cost of any materials.

9.3 SmartFits reserves the right to:

(a) increase the price for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index;

(b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to SmartFits that is due to:

(i) any factor beyond the control of SmartFits (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give SmartFits adequate or accurate information or instructions in respect of the Goods.

9.4 In the case of an existing Customer, SmartFits shall invoice the Customer on or at any time after completion of delivery of the Goods and on completion of installation of the Services. In the case of a new Customer, SmartFits shall invoice the Customer on the Customer's acceptance of SmartFits' Order, unless otherwise agreed in writing with SmartFits.

9.5 The Customer shall pay each invoice submitted by SmartFits:

(a) within 30 days of the date of the invoice in the case of an existing customer of SmartFits;

(b) on the Customer's acceptance of SmartFits' Order in the case of a new customer;

time for payment shall be of the essence of the Contract.

9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by SmartFits to the Customer, the Customer shall, on receipt of a valid VAT invoice from SmartFits, pay to SmartFits such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.7 If the Customer fails to make a payment due to SmartFits under the Contract by the due date, then, without limiting SmartFits's remedies under condition 14 (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 condition 9.7 will accrue each day 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 that base rate is below 0%.

9.8 All amounts due under the Contract 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).

10. Intellectual property rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by SmartFits.

10.2 The Customer grants SmartFits a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to SmartFits for the term of the Contract for the purpose of providing the Services to the Customer.

11. Data protection

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This condition 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this condition 11, Applicable Laws means (for so long as and to the extent that they apply to SmartFits) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law.

11.2 Please see SmartFits' privacy notice for further information regarding SmartFits' use of the Customer's data.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by condition 12.2.

12.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this condition 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

13. Limitation of liability

13.1 SmartFits has obtained insurance cover in respect of its own legal liability. The limits and exclusions in this condition reflect the insurance cover SmartFits has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

13.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

13.3 Subject to condition 13.2, SmartFits' total liability to the Customer shall not exceed the Price. SmartFits' total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

13.4 This condition 13.4 sets out specific heads of excluded loss and exceptions from them:

(a) subject to condition 13.2, the types of loss listed in condition 13.4(c) are wholly excluded by the parties, but the types of loss and specific losses listed in condition 10.1(c) are not excluded;

(b) if any loss falls into one or more of the categories in condition 13.4(c) and also falls into a category, or is specified, in condition 13.4, then it is not excluded.

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill;

(vii) indirect or consequential loss.

13.5 Unless the Customer notifies SmartFits that it intends to make a claim in respect of an event within the notice period, SmartFits shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.6 This condition 13 shall survive termination of the Contract.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 24 hours written notice.

14.2 In the event that less than 24 hours written notice is given by the Customer to SmartFits, a Cancellation Fee shall be payable immediately to SmartFits, in such sum as notified by SmartFits to the Customer.

14.3 In the event the Customer's premises and/or vehicle is not available at the agreed date and/or time for SmartFits to perform the Services, a Cancellation Fee shall be payable immediately to SmartFits, in such sum as notified by SmartFits to the Customer.

14.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 calendar 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;

(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 Contract has been placed in jeopardy.

14.5 Without affecting any other right or remedy available to it, SmartFits may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Customer.

14.6 Without affecting any other right or remedy available to it, SmartFits may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and SmartFits if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in condition 14.3(b) to condition 14.3(d), or SmartFits reasonably believes that the Customer is about to become subject to any of them.

15. Consequences of termination

15.1 On termination of the Contract:

(a) the Customer shall immediately pay to SmartFits all of SmartFits' outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, SmartFits shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of SmartFits Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then SmartFits may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and

(c) SmartFits shall deliver (at the Customer's cost) any Goods which have been fully paid for but not yet delivered to the Customer and the Customer shall only be entitled to a refund of any fully paid labour costs associated with the delivery of the Services that have not yet been carried out.

15.2 Termination of the Contract shall not affect any rights, remedies, obligations and 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 the Contract which existed at or before the date of termination.

15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

16. General

16.1 Force Majeure.

(a) Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a "Force Majeure Event").

16.2 Assignment and other dealings.

(a) SmartFits may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of SmartFits.

16.3 Notices.

(a) Any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address specified in the Order.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this condition 16.3(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This condition 16.3 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition 16.4 shall not affect the validity and enforceability of the rest of the Contract.

16.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.7 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

16.8 Third parties rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.9 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

16.10 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

16.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

16.12 Warranty. Goods and/or Services are provided with the manufacturer's standard warranty. SmartFits do not provide any additional warranty on the Goods and/or Services.