Terms & Conditions
Please see below the latest terms and conditions of W1 Office Ltd. As we are a registered virtual office provider, our terms and conditions are very much in favour of the client. Our terms and conditions are protected and defended by our legal representation Davenport Lyons Mayfair. If you have any enquiries regarding any legals aspect of our operations, Please contact us if we can be of any further help or assistance.
We provide virtual office services, details of which may be found on our website, currently located at www.w1office.com
Any order for virtual office services that you place with us, whether via our website or via telephone, will be governed by these terms and conditions. Please read these Terms and Conditions carefully.
1.1 In these Terms and Conditions the following words and phrases shall have the following meanings:
"Acceptance Date" the date of written (whether printed or electronic) acceptance of your Order by us;
"Address" Communications House, 26 York Street, London, W1U 6PZ;
"Agreement" this agreement comprising these Terms and Conditions and the contents of any Order Form;
"Call Handling Services" such call handling services as may be offered on the Website from time to time which may include, without limitation, and subject to the terms and conditions set out in this Agreement: (i) the allocation to you of a Number for use by your business; (ii) the answering of telephone calls to and the taking of messages from calls to the Number; (iii) the transmission of such messages to you whether by email, telephone, fax, sms text or such other method as may be agreed; (iv) the re-routing of telephone calls and facsimiles to the Number or to such other number as may be designated by you;
"Fees" our fees for W1 Office Services, as shall be set out on the Website or notified to you from time to time;
"Intellectual Property Rights" all intellectual property rights, including, without limitation, patents, utility models, trade and service marks, trade names, rights in designs, copyrights, topography rights, database rights, know-how, trade secrets and confidential information, in each case whether or not registered and including applications for the registration of any of these, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may from time to time subsist anywhere in the world;
"Mail Forwarding Services" such mail forwarding services as may be offered on the Website from time to time which may include, without limitation, and subject to the terms and conditions set out in this Agreement: (i) permission to use the Address as your trading address and/or private address and/or registered office; (ii) receipt of mail delivered to you at the Address on your behalf and onward forwarding of that mail to such address as may be designated by you; (iii) signing for recorded mail delivered to you at the Address;
"Meeting Room Services" such meeting room access and search facility services as may be offered on the Website from time to time shall be subject to the terms and conditions set out in this Agreement and limited to the provision of online search facilities and contact details for temporary furnished and serviced offices for your use;
"Number" a unique London area telephone number or such other numbers as are offered on the Website from time to time;
"Order" your order for W1 Office Services placed in accordance with Clause 2 below;
"Order Form" any online order form completed by you and submitted as part of an Order or any record completed by us of a telephone Order placed by you;
"Serviced Office Services" such serviced office search facilities as are offered on the Website from time to time;
"Terms and Conditions" these terms and conditions;
"Website" the website advertising the W1 Office Services, currently located at www.w1office.com
"W1 Office Services" such Call Handling Services, Mail Forwarding Services and/or Meeting Room Services or Service Office Services as may be set out in your Order.
1.2 In the event of any conflict between these terms and conditions and any terms and conditions appearing on an Order Form, these terms and conditions shall prevail.
1.3 In this Agreement:
(a) references to "we" and "us" shall be deemed to be references to W1 Office Ltd, a company registered in England and Wales under company number 05303127 of registered office Communications House, 26 York Street, London W1U 6PZ;
(b) Clause headings do not form part of or affect the interpretation;
(c) references to any legislation shall include any statutory, or other re-enactment or modification thereof (whether before or after the date of this Agreement);
(d) where the context requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders;
(e) references to Clauses are to Clauses of this Agreement;
(f) references to parties include references to their respective successors in title, permitted assigns and novatees;
(g) references to persons includes any person, firm or company or group of persons or unincorporated body;
(h) references to "writing" shall include electronic text, including, without limitation, email.
2. ORDERS AND ACCEPTANCE
2.1 Each Order for W1 Office Services shall be governed by a separate agreement comprising:
(a) your Order Form; and
(b) these Terms and Conditions.
2.2 Your Order will only be valid if placed via our online ordering procedure (currently accessible at www.wloffice.com) or via telephone on 020 7788 7788. By placing an Order, you agree to be bound by the Terms and Conditions.
2.3 We shall accept Orders at our absolute discretion.
3.1 When you register with the Website you warrant that you are over eighteen years of age.
3.2 You warrant that any information you provide to us about yourself upon registration or at any time will be true, accurate, current and complete and that you will ensure that this information is kept accurate and up to date at all times.
This Agreement shall commence on the earlier of the Acceptance Date or the date on which we commence providing the W1 Office Services to you and shall continue unless and until terminated by either of us in accordance with this Agreement.
5. PROVISION OF SERVICES
In consideration of and conditional upon payment of our Fees, we will provide you with Meeting Room Services and/or Serviced Office Services and/or Call Handling and/or Mail Forwarding Services in accordance with your Order which shall include:
(a) in the case of Call Handling Services a licence to use the Number; and
(b) in the case of Mail Forwarding Services, a licence to use the Address for your private, trading and/or registered office address (depending on your Order)
for the term of, and subject to the terms of, this Agreement. We reserve the right to sub-contract the provision of all or any part of the W1 Office services.
6. AVAILABILITY OF THE WEBSITE
Due to the nature of the internet and the fact that your access to the Website involves features outside our control, we are not responsible for technical problems that you may experience with the Website. However, if you have any technical problems with the operation of the Website, you may contact customer services by telephone on 020 7788 7788 or by email at email@example.com. We do not guarantee that we will be able to assist or resolve any technical problems you may experience.
7. FEES AND PAYMENT
7.1 All Fees are subject to change from time to time. We will endeavour to notify you in advance of any change in the Fees applicable to your Order, but, in any event, you agree to check the Website on a regular basis and to be bound by any change in the Fees that may take place from time to time either as stated on the Website or as notified to you.
7.2 You agree to pay a Deposit in advance equivalent to one month's Fees (the "Deposit"). We may at our discretion apply all or part of the Deposit against any Fees for which payment is overdue and, in such event and without prejudice to our other remedies, invoice you for a replacement Deposit from and deduct the same from the debit card, credit card or direct debit provided by you in accordance with Clause 7.6 below. The Deposit is non-refundable or repayable in the event of termination of this Agreement pursuant to Clause 13.1 but repayable otherwise within 14 days of written request from you after termination of the Agreement. All other set up charges expressed to be payable in advance are non-refundable and non-repayable.
7.3 We will review the amount of the Deposit from time to time throughout the term of this Agreement. We reserve the right to increase the amount of the Deposit from time to time by not less than 14 days' notice in writing to you up to a maximum amount of 125% of the highest Fees incurred by you in any one month prior to the date of notice. In the event that we increase the amount of the Deposit under this Clause, you agree that, following the expiry of the notice provided by us, we may invoice you for the amount of excess and deduct the same from the debit card, credit card or direct debit provided by you in accordance with Clause 7.6 below.
7.4 Without prejudice to our rights under Clause 7.3 above, in the event that at any time your use of the W1 Office Services during any month is such that the Fees incurred thereby materially exceeds the amount of the Deposit held by us, we reserve the right to:
(a) increase the amount of the Deposit with immediate effect, subject to a maximum increase of the greater of 100% of the existing Deposit and 200% of the Fees already incurred by you in respect of the relevant month as at the date of increase and, on notice by email to you, deduct the amount of excess from the debit card, credit card or direct debit provided by you in accordance with Clause 7.6 below, such excess amount to be invoiced to you as soon as reasonably practicable thereafter; and/or
(b) on notice by email to you suspend the provision of the W1 Office Services with immediate effect.
7.5 Unless impracticable, or unless we agree otherwise in writing with you, we will issue invoices in respect of all fixed Fees monthly in advance and all usage dependent Fees monthly in arrears. All invoices are, unless expressly stated otherwise on the invoice, due and payable immediately by debit card, credit card or direct debit as set out in Clause 7.6. You will be charged on a pro rata basis until the end of the calendar month in which your Acceptance Date falls. Thereafter you will be charged on the first day of each calendar month. All amounts payable under this Agreement are stated exclusive of VAT and other taxes which shall be added to invoices and payable at the then current rate.
7.6. You agree to and authorise us to make automatic debit payments by direct debit for UK clients or by debit card or credit card for international clients on the due date in satisfaction of our invoices, either by completion of an appropriate form in a manner required by us or by telephone authorisation (whichever we, in our absolute discretion, request). Payment by direct debit for UK clients is mandatory. If you do not provide such authorisation, we shall not provide you with any Services except with our prior written agreement including agreement as to an alternative method of payment. A processing fee of £3 will apply for each payment made by debit card or credit card. If paying by direct debit, please note that W1 Office Ltd. has appointed the BACS Approved Direct Debit Bureau, Eazipay Limited www.eazipay.com to collect your payments. W1 Office Ltd. will be shown on your bank statement for these transactions.
7.7 You undertake that the debit card, credit card or direct debit that is to be used pursuant to Clause 7.6 will not be registered to an address provided by a virtual office provider. In the event we ascertain that your debit card, credit card or direct debit is registered to a virtual office address we reserve the right to:
(a) suspend provision of W1 Office Services until such time as you have provided us with details of an alternative debit card, credit card or direct debit whose registered address has not been provided by a virtual office provider; and/or
(b) terminate this Agreement pursuant to Clause 13.1.
7.8 In the event that we are unable to take payment from your debit card, credit card or direct debit for any reason other than the genuine expiration of the card or change of bank, you will be charged £10.00 to cover our administrative costs. This amount will be automatically added to your next monthly invoice.
7.9 On termination of this Agreement for whatever reason, all Fees in respect of the W1 Office Services provided to you prior to the date of termination shall become due and payable and shall be debited from your debit card, credit card or direct debit (as applicable) following the issue of an invoice by us in accordance with the authorisation completed by you under Clause 7.6 above. In the event that you have paid any Fees for W1 Office Services in advance of receipt of those Services (save for the Deposit), those Fees will be set off against any other Fees due from you under this Agreement. In the event that the amount of advance Fees paid by you exceeds the amount of Fees due from you in respect of W1 Office Services provided to you prior to the date of termination, we will return the amount of such excess within a reasonable time of termination. Notwithstanding the foregoing, in the event we are unable to obtain payment of any unpaid Fees from you within 14 days, we reserve the right to deduct any such unpaid Fees from the Deposit and return any balance to you.
7.10 If, for whatever reason, you do not make payment in full of any Fees on the due date, we reserve the right:
(a) on notice in writing (including e-mail) to you to suspend provision of the W1 Office Services until such time as payment is made in full; and
(b) to charge interest on all unpaid sums outstanding at the rate of 8% per annum above the base rate of Barclays Bank Plc (or its successors) in force at the due date and such interest will be applied cumulatively from such date until the date of actual payment.
7.11 In the event that provision of W1 Office Services have been suspended and we have agreed to reactivate your customer account, in addition to payment of any outstanding fees, we reserve the right to require payment of:
(a) the setup fee of £50 to activate a new account as advertised on our Website at the time; and
(b) an increased deposit fee equivalent to 1 month's Fees which we may at our discretion apply against any Fees for which payment is overdue and which shall be deemed to be included in the definition of Deposit and subject to the provisions of clause 7.2.
7.12 All payments made via the Website are made via a secure server in connection with Sagepay and Barclays Bank Merchant Services.
8. CHANGES TO YOUR DETAILS
Subject to payment of such additional Fees as we consider appropriate, you may amend the address to which we forward your mail under our Mail Forwarding Services and/or the answer message or patch through number or telephone/fax divert number that we use in respect of our Call Handling Services, provided that you give us at least 30 days' notice in writing of such change.
9. LIMITATIONS AND RESTRICTIONS ON THE W1 OFFICE SERVICES
9.1 Call Handling
(a) In the event that, for whatever reason (including, without limitation, as a result of any marketing or promotional campaign) you envisage a material increase in the volume of calls to be handled pursuant to the Call Handling Service, you will notify us in writing as soon as you become aware of the circumstances likely to give rise to such change in volume. Where the expected or actual increase is more than 20% in any one calendar month, above the average monthly volume prior to that month, we reserve the right, on notice in writing to you, to increase the Fees payable in respect of the Call Handling Services proportionate to the amount of the increase and/or to invoice you for Fees in advance on account of future Fees that may accrue.
(b) Live call answering tariffs that are 'all inclusive' as advertised are subject to fair and reasonable usage. This contitutes a combination of operator time, patch duration, patch destination, campaign and script complexity; in what we deem to be fair and reasonable; in relation to our call handling 'price table' regarding 'messenger' and 'deliverer' tariffs.
(c) Live call answering clients that are on 'all inclusive' tariffs including 'messenger' and 'deliverer' and that go above and beyond what we deem to be fair and reasonable usgae; as described in section (b); will automaticaly be upgraded to the next tier as per our price table; will take effect from the next billing month and will be notified to you by email.
(d) Clients may upgrade or downgrade their live call answering tariff at any time giving 1 months notice and subject to a £50 admin fee. Live call answering clients may not downgrade to a 'call divert' service' at any time.
9.2 Mail Forwarding
(a) Unless otherwise agreed with you in advance in writing:
(i) all mail delivered to you at the Address will be forwarded by first class (or first or second class in the case of packages and parcels) Royal Mail to the address designated by you in your Order as soon as reasonably practicable upon delivery to the Address. A 15% admin charge will be added to the Royal Mail cost of postage.
(ii) we will be unable to sign for or forward mail delivered to you at the Address at any time other than 8:30 a.m. to 6:00 p.m. Monday to Friday, excluding bank holidays.
(iii) mail delivered to you at the Address will not be made available for collection, but will be forwarded as set out in Clause 9.2(a) above.
(b) In the event that mail delivered to you at the Address is not marked in such a way that we are able to ascertain from the outside packaging that it is intended for you, we reserve the right to open such mail to determine for whom it is intended.
(c) In the event that you believe we have failed to forward mail sent to you at the Address in accordance with this Agreement, you must notify us and the sender in writing as soon as reasonably practicable upon becoming aware of the same and, in the event that we have received such mail and not forwarded it, we will forward it to you (we accept no liability for mail that you cannot prove has been delivered to the Address and, for the purpose of this Clause, proof of postage of mail sent to you at the Address shall not constitute proof of delivery).
(d) All risk in mail delivered to you at the Address shall pass to you immediately upon delivery to the Address and it is your sole responsibility to arrange for appropriate insurance cover from such time.
(e) We reserve the right in our absolute discretion to withhold from forwarding and/or to pass to any relevant authority, including HM Revenue and Customs, DTi and the police, any mail delivered to you at the Address, without notice to you.
(f) You will not arrange for or permit the delivery of any noxious, harmful, deteriorating or dangerous substances to the Address and, in the event that we have reason to believe that any mail item delivered to you at the Address is or may be, in any way, noxious, harmful, deteriorating or dangerous, we reserve the right to dispose of such mail item as we see fit.
(g) We reserve the right, at our sole discretion, to charge a £5.00 handling fee for all packages and parcels which weigh up to 5kg.
(h) We reserve the right, at our sole discretion and on notice in writing to you, to refuse delivery of and return to the sender (at your sole cost) or to withhold from forwarding any mail items delivered to you at the Address that are above 5kg in weight or larger than 50cm in length or larger than 1 metre in girth or multiple items in one delivery or multiple deliveries such as mail promotion, marketing promotion and mail order commercial activities. In the event that we withhold such items from forwarding, we reserve the right to charge you a storage fee pending collection by a courier nominated by you or delivery by us on such terms as may be agreed.
(i) In the event that, for whatever reason (including, without limitation, as a result of any marketing or promotional campaign) you envisage a material increase in the volume of mail delivered to you at the Address, you will notify us in writing as soon as you become aware of the circumstances likely to give rise to such change in volume. Where the expected or actual increase in mail delivered to you at the Address is more than 20% in any one calendar month (above the average monthly volume prior to that month), we reserve the right, on notice in writing to you, to increase the Fees payable in respect of the Mail Forwarding Services proportionate to the amount of the increase and/or to invoice you in advance on account of future Fees that may accrue.
(j) Without prejudice to Clause 9.2(i)above, unless otherwise agreed in advance and in writing, the Mail Forwarding Services may not be used in any direct marketing campaign which is likely to result in more than 40 items of mail being delivered to you at the Address in any one calendar month.
(k) You may not use the Address for the purposes of registering with the UK electoral register.
(l) You may not use the Address for the purposes of attending procuring or conducting meetings with any persons whatsoever, for attracting persons to the Address and, for security purposes, you must not carry or use photographs of the building at the Address.
(m) You may not use the Address for your personal purposes.
(n) You may not use the domain names on the Website or any of our trade marks, service marks or designs for your personal or commercial purposes.
(o) When disclosing the Address to any third party (including in advertisements) you may not add any additional information, including but not limited to floor or studio numbers for any purposes.
9.3 Meeting Room Services
(a) The Meeting Room Access Services are provided by MWB Business Exchange Limited ("MWB"). By using those Services, you agree to abide by such terms and conditions with MWB as may apply from time to time, the current version of which are located at www.mwbex.com.
(b) You acknowledge and agree that, should you wish to reserve any such offices, you will be required to agree to the terms and conditions with MWB, or such other third party as offers those offices for hire.
(c) We accept no responsibility for the quality or availability of service provided by MWB or such other third party as may offer offices for hire via the Meeting Room Access Services.
9.4 Serviced Office Services
The Serviced Office services are provided by SOS Worldwide Limited ("SOS"). By using those services, you agree to abide by such terms and conditions as may appear from time to time on the SOS website, the current version of which are located at www.servicedofficesearch.com.
10. CONTACT DETAILS AND AMENDMENTS
10.1 You must notify us immediately in writing if there is any change to your contact details as set out in your Order or to the credit or debit card details provided to us in accordance with Clause 7.6.
10.2 Save as may be expressly provided elsewhere in this Agreement, we reserve the right to amend the Terms and Conditions from time to time without notice to you and you agree to be bound by any such changes in your subsequent use of the W1 Office Services. We therefore recommend that you review the Terms and Conditions from time to time.
11.1 You warrant that you will not use the W1 Office Services for any unlawful, fraudulent or immoral or similar purposes or in connection with any business that is in breach of any applicable legislation (primary and subordinate), rules, regulations or orders of applicable authorities or in competition with the Services offered by us.
11.2 You will not during or after the term of this Agreement carry out any act or make any omission (whether in respect of use of the Address and/or any Number allocated to you under this Agreement or otherwise) that may damage the goodwill or reputation of the Address and/or the Number and/or our business or may bring the Address and/or the Number and/or our business into disrepute.
You agree to indemnify and keep us indemnified against all actions, claims, proceedings, costs, damages and expenses (including, without limitation, legal fees) arising out of the breach of any of the warranties contained in Clause 3 and Clause 11.
13.1 We may immediately terminate this Agreement at any time by notice in writing to you if:
(a) we suspect that you are or may in the future use the W1 Office Services in breach of the warranties set out in Clause 3 and Clause 11 above;
(b) you are in material breach of any of your obligations under this Agreement which you have failed to remedy (if remediable) within 21 days of written notice requiring you to do so; or
(c) you are or become unable to pay your debts as they fall due or suspend or threaten to suspend payment of your debts, if a trustee, administrator or other receiver or encumbrance is appointed or takes any steps with a view to taking possession of all or any part of your assets, you are or become insolvent or convene or propose to convene a meeting of your creditors or any steps are taken concerning your insolvency or any similar steps are taken in respect of your bankruptcy or insolvency.
13.2 Either party may terminate this Agreement on no less than 30 days' notice in writing to the other for monthly accounts. Annual accounts and special offers are subject to a 12 month period of service.
13.3 Termination shall be without prejudice to the accrued rights of the parties as at the date of termination.
14. EFFECT OF TERMINATION
14.1 On termination of this Agreement for any reason:
(a) we will cease to provide the W1 Office Services to you; and
(b) you will cease all use of the Address and any Number allocated to you under this Agreement and will, at our sole option and discretion, either destroy or deliver to us all stationery, business cards, promotional and other materials in your possession bearing such Address and/or Number, remove all references to the Address and such Number including, without limitation, from your electronic mail and cease all marketing and promotional activities utilising our office services, address and number; and
(c) you will immediately notify all your business contacts and if appropriate Companies House and any other regulatory authority of your change of address and number;
(d) all mail held or received by us on your behalf on or after the date of termination will, at your option to be notified to us in writing within 7 days of termination of this Agreement, either be returned to the sender or for a period of up to 1 month be forwarded to you at a Fee to be notified by us at that time (provided you have notified us no less than 7 days prior to termination of your requirement for such forwarding).
14.2 Termination of this Agreement for whatever reason shall be without prejudice to any cause of action which has accrued to any party prior to expiry or termination.
15.1 Each party shall keep confidential and not without the disclosing party's prior written consent disclose to any third party any information of a confidential nature received from the disclosing party which relates to the business of that party whether or not such information is marked as confidential ("Confidential Information").
15.2 The obligations set forth in Clause 15.1 shall survive the variation, renewal or termination of this Agreement but shall cease to apply to any information which has come into the public domain through no fault of the recipient, is lawfully received by the recipient from a third party free from any obligations of confidence, is independently developed by the recipient, or is required by law, court or governmental order to be disclosed.
15.3 Save as may be expressly provided in this Agreement, we will treat all mail delivered to you at the Address and all information received from callers to any Number allocated to you under this Agreement as Confidential Information and will hold the same subject to the obligations set out in this Clause.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 Nothing in this Agreement is intended to or shall be deemed to transfer any Intellectual Property Rights in the Address or the Number to you. Any goodwill that may arise by virtue of your use of the Address and/or the Number shall vest in us automatically upon creation.
16.2 You may not use the name W1 Office, the domain names which resolve to the Website or the address for any purposes save as expressly permitted by this Agreement.
16.3 Without prejudice to the generality of clause 2.3, we reserve the right to refuse to provide W1 Office Services to any person with a company or trading name which, in our absolute discretion, we consider to be confusingly similar to any name or trade mark used by us from time to time.
17. LIMITATION OF LIABILITY
17.1 You acknowledge and agree that we may use third parties to provide any or all of the W1 Office Services. We will endeavour to maintain the availability of such W1 Office Services as may be provided by, or dependant on, third parties, however, you acknowledge and agree that we cannot guarantee the continued availability of such Services and that, save as provided in Clause 17.5, we have no liability to you in respect of W1 Office Services provided by third parties, including, without limitation, for any interruptions or delays in those Services.
17.2 Save as provided in Clause 17.5, in no event will we be liable to you for any indirect, special or consequential loss or damage arising out of or resulting from the performance or breach of this Agreement.
17.3 Save as provided in Clause 17.5, our liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, shall in no circumstances exceed the total amount actually received by us under this Agreement in the six months preceding the date such liability arose or, where the period from commencement of this Agreement to accrual of liability is less than six months, the total amount estimated due and payable by you in the first six months of this Agreement.
17.4 A party wishing to bring an action against the other party to this Agreement for breach of any of the terms it contains must do so within one year of the earliest of either:
(i) the date of termination of this Agreement; or
(ii) the date of discovery of the breach.
17.5 Nothing in this Agreement shall be construed as limiting any party's liability for fraud or for death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors.
During the continuance of this Agreement and for a period of six months after termination, you will not (whether directly or indirectly and operating by yourself or by agents, sub-contractors or group companies) provide any service which may compete with the W1 Office Services.
19. DATA PROTECTION AND PRIVACY
19.1 We will store and process your data received from you under this Agreement in accordance with the provisions and obligations imposed by the Data Protection Act 1998. Our registration number is Z895601X.
19.2 We do not use any form of cookies in attempting to track viewers of the Website.
19.3 Payment security is licensed by Barclays Merchant Services, using 128 bit military strength encryption, allowing for safe & secure shopping.
19.4 Website security is licensed & endorsed by Safebuy, ISIS & Trust UK, the UK's official online security standards.
19.5 We reserve the right to disclose your data received from you if we are required to do so by any competent court or regulatory body, without notice to you. If we are required to disclose your data in accordance with this Clause 19 we will attempt to notify you of such fact as soon as it is reasonably practical to do so.
19.6 You agree that we may contact you to notify you of changes to, or information about, the W1 Office Services and any other services that we may offer from time to time. You also agree that, unless and until you notify us in writing of your objection, we may share data received from you with our group companies and companies with whom we have a business relationship who may contact you from time to time with information that they believe may be of interest to you.
20. ASSIGNMENT AND GRANT OF THIRD PARTY RIGHTS
20.1 This Agreement is personal to you and may not be assigned or transferred in whole or in part without our prior consent in writing, which consent shall not be unreasonably withheld. It is agreed that it would be unreasonable to transfer this Agreement to any person, firm or company (or any third party) who is competing or might compete with our business.
20.2 We may assign, licence or sub-contract such of our rights and obligations under this Agreement to such third party or third parties as we, in our absolute discretion, desire, without notice to you.
21.1 Any notice or communication under or in connection with this Agreement shall be in writing (and, unless such notice is in electronic form, shall be signed by the party by whom it is given).
21.2 Any notice or communication under or in connection with this Agreement shall be delivered personally, or by post (using registered mail) or facsimile or electronic mail to the respective addresses, facsimile numbers or electronic mail addresses given below or such other address, facsimile number or electronic mail addresses as either party may notify to the other from time to time.
21.3 In the case of notices or communications sent by post, proof of delivery using registered mail shall constitute proof of receipt, in the case of notices or communications delivered by facsimile, a facsimile confirmation report shall constitute proof of receipt and in the case of notices or communications delivered by electronic mail, an electronic delivery report shall constitute proof of receipt. The date of receipt shall be:
(a) in the case of a notice delivered personally, upon delivery to the relevant addressee;
(b) in the case of a notice sent by post, on the date of delivery, as confirmed by the proof of delivery from the registered postal service provider;
(c) in the case of facsimile on the date on which the facsimile is transmitted by the sender according to the facsimile confirmation report; and
(d) in the case of electronic mail on the date on which the electronic mail is transmitted by the sender according to the electronic mail delivery report.
21.4 The addresses for notice under this Clause shall be:
Address: Communications House, 26 York Street, London W1U 6PZ
Facsimile: 020 7788 7780
Attention: Legal Department
such address, facsimile, email and attention details are as set out in your Order.
Our relationship is that of independent contractors dealing at arm's length, and nothing in this Agreement shall constitute either of us as partner, agent or representative of the other.
23. INVALIDITY AND SEVERABILITY
The invalidity or unenforceability of any Clause or part of Clause shall not affect the validity or enforceability of the remaining Clauses or parts of that Clause. Any Clause or part of a Clause that is held by a court of competent jurisdiction to be invalid or unenforceable shall be deemed deleted from this Agreement and, without prejudice to the foregoing, on such deletion, the parties shall agree in writing such amendments to this Agreement as may be necessary for the continued validity and enforceability of the remaining Clauses.
24. WAIVER OF REMEDIES
The failure of either party to enforce at any time or for any period of time any Clause of this Agreement shall not adversely affect its right thereafter to require complete performance by the other party.
Unless expressly stated otherwise in this Agreement, no amendment or variation to this Agreement as proposed by one party shall be valid unless in writing and unequivocally accepted in writing by the other.
26. ENTIRE AGREEMENT
The terms of this Agreement supersede all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the W1 Office Services that are the subject matter hereof.
27. RIGHTS OF THIRD PARTIES
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.
28. SET OFF
You shall not be entitled to set off any monies due or owing or claimed by you to be due by us to you against monies due or owing by you to us.
29. INTERNATIONAL USE
We make no representation that materials on the Website are appropriate or available for use in locations outside the United Kingdom and accessing the Website from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Website from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.
30. FORCE MAJEURE
We shall not be liable for any breach of these Terms and Conditions or any losses resulting therefrom caused by circumstances beyond our reasonable control, including but not limited to acts of God, fire, lightning, flood or extremely severe weather, explosion, war, disorder, industrial disputes (whether or not involving our employees) network failures, or acts of local or central Government or other competent authorities. There may be occasions where, due to an act of force majeure, our service levels may be affected. We reserve the right to alter the W1 Office Services until such time as we are able to resume normal performance. In the event that any act of force majeure prevents us from providing the W1 Office Services for longer than 4 weeks this Agreement may be terminated with reasonable written notice by either party.
31. GOVERNING LAW AND JURISDICTION
This Agreement shall be construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.
32. COPYRIGHT AND TRADEMARK
Postman Pat® & © Woodland Animations Ltd, a division of Classic Media UK Limited. Licensed by Classic Media Distribution Limited. Original writer John Cunliffe. Royal Mail and Post Office imagery is used by kind permission of Royal Mail Group Plc. All rights reserved.