the small print
1. Defined Terms
“Aborted Visit Charge” means the charge that becomes payable by the Customer, provided that the Customer fails to grant ClearView access to the Site, in accordance with the rates set forth in the Schedule of Rates.
“Acceptance Date” means the date on which the Customer indicates its acceptance to the applicable Proposals, in accordance with the provisions set forth in Clause 3.
“Annual Contract Rate” means the annual applicable rate payable by the Customer for the provision of the Maintenance and Monitoring Service under this Agreement, in accordance with the rates set forth in the Schedule of Rates.
“Authorised Representative” means the person(s) (including but not limited to, director(s)) which has been nominated by ClearView and the Customer to execute this Agreement on their behalf and has the legal authority to enter into this Agreement and to bind the Parties to the terms and conditions hereunder.
“Business Days” means any day which is not a Saturday, Sunday or any other day considered a public holiday in the United Kingdom or any other day on which banking institutions are authorised or required by law to close.
“Agreement” means the agreement between ClearView and the Customer for the provision of the Services in accordance with the specifications set forth in the Proposals.
“Alarm Receiving Centre” means a highly secure monitoring station which provides fast effective management for all alarm signals, including, without limitation, CCTV System alarms, intruder alarm and/or fire alarm.
“CCTV System” means closed-circuit television system.
“ClearView” means ClearView Communications Limited, registered in Companies House under No. 03147113, whose Registered Office is 33 Robjohns Road, Chelmsford, CM1 3AG.
“Customer” means [_], whose registered office is [_] and its employees, agents, sub-contractors or any other person on the Site.
“Keyholder(s)” means the nominated person(s) listed by the Customer as primary contact during an activation or series of activations that may have occurred under the fire and/or security and/or life safety systems. The Customer shall disclose for every nominated Keyholder their updated and correct contact details, including a telephone number, an alternative number (whether landline or mobile) and a primary e-mail address for reporting purposes.
“Maintenance and Monitoring Service” means the service of commissioning, maintenance and monitoring of equipment and systems of the Customer, including the provision of an emergency help desk facility; reactive call-out and repair facility; remote support and/or maintenance facility provided by ClearView.
“Normal Working Hours” means the hours between 08:30 AM to 5:00 PM, Monday to Friday, excluding Public Holidays.
“NSI” means the National Security Inspectorate.
“Parties” means, jointly, ClearView and the Customer and each one of them, a “Party”.
“Practical Completion Date” means the date when the installation of the equipment and systems under the Project Installation Service has been completed, which will be evidenced through written notification sent to the Customer by ClearView.
“Project Installation Contract Rate” means the applicable rate payable by the Customer to ClearView for the provision of the Project Installation Service (including parts, equipment and systems and the required labour) under this Agreement, in accordance with the rates set forth in the Schedule of Rates.
“Project Installation Service” means the service of design, supply and installation of fire and security and life safety equipment and systems (including but not limited to CCTV Systems, intruder and fire alarms).
“Proposals” means the Proposal of Installation and/or the Proposal of Service and Maintenance, as applicable.
“Proposal of Installation” means the written proposal sent to the Customer by ClearView with the specifications and quotation of prices regarding the Project Installation Service.
“Proposal of Service and Maintenance” means the written proposal sent to the Customer by ClearView with the specification and quotation of prices regarding the Maintenance and Monitoring Service.
“Purchase Order” means the purchase order or the order acceptance form that indicates the equipment and systems that will be required for the provision of the Services, which signifies the acceptance of the applicable Proposals.
“Schedules of Rates” means the specification of prices, fees and charges described in the applicable Proposals that shall be paid by the Customer for the Services provided by ClearView, in accordance with the provisions set forth in Clause 9.
“Service Information Booklet” means the marketing brochure which describes the Services offered by ClearView and its accreditations, which is attached to the applicable Proposals.
“Services” means the Maintenance and Monitoring Service and/or the Project Installation Service, as applicable.
“Site” means the address of the premises of the Customer where the System is to be installed and or maintained and or monitored and/or the Services provided as set out in the proposal issued to the Customer by ClearView.
“Storage Fee” means the fee that becomes payable by the Customer for the storage of parts and equipment by ClearView, provided that the Commencement Date of the Project Installation Service has been delayed by the Customer, in accordance with the rates set forth in the Schedule of Rates.
“Take-Over Date” means the date from which ClearView effectively begins the Maintenance and Monitoring Service, which will be evidenced through written notification sent to the Customer by ClearView.
“UK CPI Rates” means the consumer price index, as published by the Office of National Statistics.
“WEEE Regulations” means the Waste Electrical and Electronic Equipment Recycling Regulations 2013, as amended from time to time.
2. Exclusive Terms and Conditions for the Provision of Services
2.1. This Agreement sets out the terms and conditions upon which ClearView provides, executes, and delivers the Services to the Customer.
2.2. This Agreement supersedes any previous discussions, arrangements and/or representations made between the Parties.
2.3. Any other information provided by ClearView shall only be used as a guide and may be subject to amendments from time to time, at the sole discretion of ClearView. Any variations to this Agreement will only become binding upon ClearView if previously agreed in writing and signed by an Authorised Representative.
2.4. Notwithstanding, nothing in this Agreement shall have the effect of depriving the Customer of their rights in respect of any fraudulent misrepresentation.
3. Acceptance
3.1. This Terms and Conditions shall be deemed accepted by the Customer in its entirety upon ClearView receiving a confirmation e-mail from the Customer stating its intention to accept the applicable Proposals, or a Purchase Order or an order acceptance form attached to the Proposals.
3.2. This Terms and Conditions shall be interpreted and read together with the applicable Proposals and the Service Information Booklet.
4. Obligations, Representations, and Warranties of ClearView
4.1. ClearView shall deliver the Services as specified in the Proposals, as applicable.
4.2. The provision of the Services, including all workmanship executed by ClearView is in accordance with the relevant British and European Standards.
4.3. ClearView reserves the right to substitute and replace any equipment and systems detailed in the Proposals at its sole discretion, either on the Take-Over Date or at any stage during the provision of the Services (including but not limited to the Practical Completion Date), provided it materially affords the same degree of functionality and level of performance as the original equipment described therein.
4.4. ClearView shall not provide or carry out the Services outside of Normal Working Hours unless the Customer agrees to pay additional charges to ClearView at the prevailing rates for such work at such times. Additionally, no external work (whether under the Project Installation Service or the Maintenance and Monitoring Service) shall be undertaken after ‘local lighting up time’ (even if during Normal Working Hours) unless adequate and safe lighting is provided by the Customer at its own cost, to the sole satisfaction of ClearView.
4.5. ClearView shall warrant the following:
4.5.1. the equipment and systems provided under the Services for a period of twelve (12) months from the date of purchase from the manufacturer or approved distributor (the “Equipment Warranty”). The cost of any parts to which the Equipment Warranty is not applicable shall be chargeable to the Customer, unless otherwise provided for under this Agreement.
4.5.2. the installation of the equipment and systems provided under the Services for a period of twelve (12) months from the Practical Completion Date or the Takeover Date (the “Installation Warranty”). The Installation Warranty shall include for labour relating to the removal and replacement of such parts.
4.5.2.1. For the avoidance of doubt, the Installation Warranty shall not extend to any existing equipment and systems which have not been provided and/or installed by ClearView.
4.6. ClearView shall use all reasonable endeavours to meet the installation and response timetables as specified in the applicable Proposals. However, ClearView shall not be responsible for any loss suffered by the Customer as a result of a failure by ClearView to comply with time obligations under this Agreement.
4.7. ClearView has brought to the Customer’s attention the requirements of the prevailing policy of the National Police Chiefs’ Council (NPCC) policy on police response to security systems where the Services comprise of an intruder alarm system.
4.8. ClearView has brought to the Customer’s attention the requirements of the Data Protection Act in respect of CCTV System monitoring, where the Services comprise of a CCTV System.
4.9. ClearView has brought to the Customer’s attention the requirements of the relevant British and European Standards and Legislation, where the Services comprise of any other security or fire safety system.
4.10. ClearView shall, at all times, operate in accordance with the provisions set forth in the General Data Protection Regulations, as amended from time to time, and its requirements in relation to the secure management of the Customer’s data.
5. Liability of ClearView
5.1. ClearView shall not be liable (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for loss of profit, loss of opportunity, loss of contract or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of ClearView’s employees, agents, sub-contractors or otherwise) which arise out of or in connection with the provision of the Services (including any delay in supplying or any failure to provide the Services in accordance with this Agreement or at all) or their use or resale by the Customer, unless directly caused by the negligence of ClearView or its employees, agents or sub-contractors).
5.2. Any act or omission on the part of ClearView or its employees, agents or sub-contractors falling within the above Clause 5.1 shall be known as an “Event of Default”.
5.3. ClearView does not restrict its liability in respect of death or personal injury resulting from its own or that of its employees, agents, or sub-contractors’ negligence or any damage suffered by the Customer or its liability for defective products under the Consumer Protection Act 1987, as amended from time to time, where it would be unlawful to do so.
5.4. ClearView shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill, or any type of special, indirect, uninsured, or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Customer had been advised of the possibility of incurring the same.
5.5. The Customer shall afford ClearView a reasonable time in which to remedy any occurring Event of Default, having consideration to all of the circumstances that may have led to such Event of Default to occur.
5.6. ClearView shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform any of ClearView’s obligations in relation to the Services provided that such failure was due to any cause beyond ClearView’s reasonable control or the Customer’s failure to supply material, information, or any other necessary instructions, or other fault on the side of the Customer.
5.6.1. Without limiting the foregoing, the following shall be regarded as causes beyond ClearView’s reasonable control: (i) Act of God, explosion, flood, tempest, fire or accident; (ii) War or threat of war, act of terrorism, sabotage, insurrection, civil disturbance or requisition; (iii) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of ClearView or a third party); (vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery; (vii) power failure or breakdown in machinery; (viii) exhaustion of stock and (ix) any failure in the telecommunications network, telephone lines, power supplies, utilities or other services provided by a service provider.
6. Obligations, Representations, and Warranties of the Customer
6.1. The Customer shall obtain all necessary consents, licences, permits and/or approvals for the provision of the Services prior to the commencement of this Agreement.
6.2. The Customer shall give ClearView access to the Site such as is reasonably required at all relevant times in order for ClearView to provide the Services under this Agreement and/or exercise its rights hereunder.
6.2.1. The Customer warrants that it is and shall be entitled to grant such access and acknowledges that in the event of such access not being made available by the Customer then ClearView shall be entitled to charge the Customer an Aborted Visit Charge.
6.2.2. The Customer warrants that it has drawn to the attention of ClearView all factors affecting the Site which may affect the method of installation, specification of the equipment, systems and the provision of the Services.
6.3. The Customer shall use its best endeavours to ensure that its premises (including, the Site) are safe and without risk to ClearView’s employees, agents or sub-contractors to work therein, in accordance with ClearView’s obligations under the Health and Safety at Work Act 1974, as amended from time to time and/or any other similar legislation and that all known risks withing the premises (including, the Site) are clearly identified in order to secure a safe work environment.
6.4. The Customer shall, at all times, comply with the operating instructions of the equipment and systems and those provided by ClearView with regards to provision of the Services.
6.5. The Customer shall cooperate with ClearView and undertake certain tests as may be requested to test that the equipment and systems are properly connected and/or installed in order for the Services to be provided according to the terms of this Agreement.
6.6. The Customer shall not permit, under any circumstance, the wrongful use or interference, removal, repair and/or replacement of the equipment and systems or any part of it. The Customer acknowledges that any of the aforementioned may invalidate the validity of the applicable warranty. Furthermore, the Customer acknowledges that the equipment and systems provided under the Services are capable of being compromised; neutralized; by-passed or otherwise rendered inoperative by the Customer, trespassers, intruders, or any other unauthorized persons.
6.7. The Customer shall inform ClearView by-email of any changes made in respect of the configuration of the equipment and systems, any defects and/or faults appearing therein and shall permit ClearView to take every step as ClearView in its sole discretion considers necessary to remedy such defects and/or faults (including but not limited to, supply of all documentation and any other information that may be necessary for ClearView to diagnose any fault in the equipment and systems).
6.8. The Customer shall inform ClearView by e-mail of any changes made to Keyholder information, passwords, and any other relevant information related to such. The Customer acknowledges that ClearView has no obligation to contact a Keyholder if the details of that Keyholder are incorrect or have been changed but not notified to ClearView and/or associated Alarm Receiving Centre.
6.9. The Customer shall promptly notify ClearView by e-mail of any proposed structural alterations to the Site or of any modifications to the communications installation so that ClearView may assess whether such works will affect the equipment and systems and/or the Services. Any such extension or alteration which may thereby become necessary, shall be carried out by ClearView at the sole expense of the Customer.
6.10. The Customer shall take all reasonable steps to prevent false activations (in accordance with the guidelines provided by the NSI under false alarm management) which are being transmitted to ClearView and/or the associated Alarm Receiving Centre. The Customer warrants that in the event of false activations, which at the discretion of ClearView are deemed excessive, ClearView may:
6.10.1. levy additional charges to the Customer for the work resulting from such false activations transmitted by the System (including but not limited to, call-outs charges).
6.10.2. suspend all or part of the Services offered to the Customer.
6.10.3. charge the Customer a disconnection and reconnection fee for the disconnection and reconnection of the Services, in accordance with the rates set forth in the Schedule of Rates.
6.10.4. terminate the Agreement in whole or in part should the false activations continue without being addressed by the Customer. As soon as practicable, ClearView will inform the Customer of the extent that the Services have been limited or suspended. For the avoidance of doubt, the Customer will not be entitled to any refund and/or compensation for any losses that may arise from the suspension or restriction of such Services.
6.11. The Customer shall bear the cost of replacing any part of the equipment and systems, which is defective, damaged (provided that the Equipment Warranty is not applicable), destroyed, lost, or stolen and understands that some faults may not be capable of immediate correction by ClearView.
6.12. The Customer shall pay the prevailing fee to the relevant police authority in the event that the equipment and systems require a Unique Reference Number (“URN”) for the application and/or amendment and/or transfer of the URN.
6.13. The Customer shall maintain and provide ClearView with an up-to-date fire risk assessment compliant with the Regulatory Reform (Fire Safety) Order 2005, as amended from time to time.
6.14. The Customer shall be responsible for financing the collection, treatment, recovery and environmentally sound disposal of all waste, including but not limited to, waste electrical and electronic equipment recycling arising or deriving from the Services and will comply with any and all additional obligations placed upon the Customer by the WEEE Regulations by virtue of the Customer hereby accepting the responsibility set out in this Clause 6.14.
6.15. The Customer shall ensure the availability of an appropriate power supply through supply/installation of fuse spurs and a subscriber terminal unit and/or a communication portal and any other necessary communication line as it may be deemed necessary in order to enable ClearView to test and monitor the installation of equipment and systems provided under the Services.
6.16. The Customer shall provide a duly Authorised Representative empowered to sign the paperwork submitted by ClearView to evidence that the Services were provided to the satisfaction of the Customer. In the event of no Authorised Representative being available at the time of ClearView’s attendance to the Site, then the Customer shall be deemed to have accepted such provision of the Services in full and to their complete satisfaction.
6.16.1. For the avoidance of doubt, the Customer acknowledges and agrees that ClearView is entitled to assume that any employee, agent and/or sub-contractor which engages, communicates or otherwise contacts ClearView in connection with, or for the purposes of discussing the Services, or otherwise related to this Agreement, is an Authorised Representative of the Customer.
7. Indemnities
The Customer hereby undertakes to indemnify and hold ClearView harmless against any loss and/or damage which the Customer may suffer as a result of a breach by the Customer of its obligations hereunder.
8. Term of the Service Under the Agreement
8.1. The initial term of the Maintenance and Monitoring Service under this Agreement is 36 months commencing on the Take-Over Date and continuing thereafter from year to year (the “Maintenance and Monitoring Service Contract Term”).
8.1.2. The Maintenance and Monitoring Service Contract Term shall be automatically renewed for a further 36 (thirty-six) months (the “Automatic Renewal”) unless the Customer notifies ClearView in writing of its intention to terminate the Maintenance and Monitoring Service under this Agreement, in accordance with the provisions set forth in Clause 10.1.
8.2. The term of the Project Installation Service under this Agreement shall commence on the Acceptance Date and shall end on the Practical Completion Date (the “Project Installation Contract Term” and together with the Maintenance and Monitoring Service Contract Term, the “Contract Terms”). Furthermore, the commencement date in no case shall exceed 60 days from the Acceptance Date of the Proposal of Installation (the “Commencement Date”), subject to the provisions set forth in Clause 9.5.
9. Prices and Fees. Payment for the Services
9.1. The prices (including, the Annual Contract Rate and the Project Installation Contract Rate), fees, charges, additional charges, and any other applicable tariff in connection to the provision of the Services, as described in the Schedule of Rates attached to the Proposals, are merely indicative and may be subject to modifications, fluctuations and/or increases from time to time (the “Prices and Fees”) during the applicable Contract Terms.
9.2. ClearView hereby reserves the right to periodically review the Schedule of Rates and shall increase the Prices and Fees at its sole discretion, having regard to the UK CPI Rates.
9.3. As soon as practicable, ClearView shall notify the Customer by e-mail of any modification in the Prices and Fees and send an updated version of the Schedule of Rates.
9.4. Upon the occurrence of an Automatic Renewal of the Maintenance and Monitoring Service Contract Term, the Annual Contract Rate will be increased by 5%, provided that the Customer had not modified the specification of such services.
9.5. If the Commencement Date of the Project Installation Service is delayed by the Customer, regardless of its reason, then ClearView reserves the right to increase the project’s costs overall, having regard to the circumstances at the time of such delay (including but not limited to, the increase in prices of required parts, equipment and systems for the provision of the Services) and to charge a Storage Fee, at ClearView’s sole discretion.
9.5. The Customer shall pay for the Services provided by ClearView by way of a bank wire-transfer of immediate available funds, cheque, standing order and/or direct debit from the Customer’s account, in accordance with the calendar of payments set forth in the applicable Proposals.
9.6. All costs, charges and expenses incurred by ClearView (including legal and court costs) in recovering or attempting to recover any debt shall be paid by the Customer on a full indemnity basis. ClearView shall be entitled to charge (in addition to interest and any legal costs ordered by the court, and without prejudice to any other rights or remedies available to ClearView) the sum of £150 (excluding VAT) by way of notional liquidated damages and as a contribution to the administrative costs incurred by ClearView in taking steps to secure overdue payment(s).
9.7. The provisions set forth in Clause 9.5.1. shall apply notwithstanding any termination or cancellation of this Agreement.
10. Termination of the Provision of the Services Under This Agreement
10.1. Termination at the expiration of the term. The Maintenance and Monitoring Service may be terminated by either Party by giving written notice to the other Party at least 30 Business Days prior to the expiration of the Maintenance and Monitoring Service Contract Term, in order to prevent an Automatic Renewal from occurring (the “Termination Notice”).
10.1.1. Within 3 Business Days from the date of the Termination Notice, the Customer shall pay all amounts payable to ClearView which are outstanding and have become due.
10.2. Termination before the expiration of the Contract Terms. The Customer may terminate the Services under this Agreement, at any time, without giving notice to ClearView (the “Early Termination Event”).
10.2.1. Upon the occurrence of an Early Termination Event under the Maintenance and Monitoring Service, the Customer shall have to additionally pay an early termination fee equivalent to the Annual Contract Rate.
10.2.2. Upon the occurrence of an Early Termination Event under the Project Installation Service, the Customer shall have to pay on demand (i) all amounts payable to ClearView which are outstanding and have become due as of the date of the Early Termination Event and (ii) an early termination fee equivalent to the full amount of the Project Installation Contract Rate.
10.2.2. Furthermore, the Customer shall indemnify ClearView against any additional loss costs and expenses incurred by ClearView as a result of the occurrence of an Early Termination Event.
10.3. Cancellation of the Services. The Customer shall be entitled to early terminate and cancel the Services hereunder in the event of not agreeing to the increase in the Prices and Fees (the “Cancellation Event”), as set forth in Clause 9 above.
10.3.1 Upon the occurrence of a Cancellation Event, the Customer shall (i) promptly notify ClearView in writing of its intention to terminate this Agreement for the reasons described in Clause 9 above; and (ii) comply with the provisions set forth in Clause 10.4.
10.4. Within 5 Business Days from the termination of this Agreement (whether such termination is based on Clause 10.1, 10.2 or 10.3), the Customer shall give ClearView access to the Site to remove any equipment and systems which are property of ClearView.
10.4.1. If the Customer fails to provide such access, the Customer shall pay to ClearView an amount equal to the cost of ClearView acquiring equivalent equipment and systems.
10.5. This Agreement shall be deemed terminated in accordance with the provisions set forth in Clause 10.2. above, upon the Customer entering into any form of liquidation, administration, receivership, corporate voluntary arrangement, individual voluntary arrangement or bankruptcy.
11. Assignment
11.1. This Agreement may not be assigned or held on trust by the Customer without the prior written consent of ClearView.
11.2. ClearView may assign all or any part of its rights hereunder.
11.3 ClearView shall be entitled to sub-contract any of its obligations under this Agreement.
12. Confidentiality
12.1. The Parties shall keep in strict confidence all technical and/or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to one Party by the other, its employees, agents or sub-contractors, and any other confidential information concerning either Party’s business or its products or its services which either Party may have obtained.
12.2. Both Parties shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging their obligations under this Agreement and shall ensure that such employees, agents or sub-contractors are subject to the obligations of confidentiality corresponding to those which bind the Parties.
12.3. This clause shall survive the termination of this Agreement.
13. Dispute Resolution
13.1. If any dispute arises in connection with this Agreement, an Authorised Representative of ClearView and the Customer shall, within 45 days of a written request from one Party to the other, meet in good faith to resolve the dispute.
13.2. If the dispute remains unresolved either ClearView or the Customer may refer it to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure that is in force at the date of the referral. The mediator shall be nominated by ClearView. To initiate the mediation either Party may give notice in writing (the “Mediation Notice”) to the other Party requesting mediation. The mediation will start not later than 60 days after the date of the Mediation Notice.
13.3. The following principles shall apply to the mediation:
13.3.1. unless ClearView and the Customer otherwise agree, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of either Party in any future proceedings.
13.3.2. in the event that ClearView and the Customer reach an agreement on the resolution of the dispute, such agreement shall be recorded in writing and shall be binding on both Parties once it is signed by duly authorised representatives of both Parties.
13.3.3. ClearView and the Customer may invite the mediator to provide a non-binding but informative written opinion if the Parties cannot reach an agreement and provided they consent to this in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of both Parties.
13.4. If the parties fail to reach an agreement by the conclusion of the mediation, then the Parties shall be free to commence formal legal proceedings in relation to the dispute. Nothing in this clause shall prevent a Party seeking urgent relief from the courts where it considers this is necessary to protect its position.
14. Applicable Law and Jurisdiction
14.1. This Agreement shall be governed by and construed in accordance with English law.
14.2. Each party irrevocably submits to the exclusive jurisdiction of the courts of England & Wales for the hearing and determination of any suit actions or proceedings that may arise out of or in connection with this Agreement.
15. Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Clauses contained herein.
16. Third Party Rights
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17. Counterparts
17.1. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
17.2. No counterpart shall be effective until each Party has executed and delivered at least one (1) counterpart.
18. Notices
18.1. A notice given to a Party under or in connection with this Agreement shall be in writing (except where expressly indicated notification by e-mail) and shall be delivered by hand or sent by pre-paid first-class post (or another next working day delivery service) in either case to the following addresses:
ClearView Communications Ltd.
33 Robjohns Road
Chelmsford, CM1 3AG
E-mail: [_].
Attention: [_]
[Customer]
[Address]E-mail: [_]
Attention: [_]
18.2. A notice is deemed to have been received if delivered by hand, at the time the notice is left at the proper address or if sent by pre-paid first class post (or another next working day delivery service), on the second Business Day after posting, unless such deemed receipt would occur outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), in which case receipt will occur when business hours resume in the place of receipt.
18.3. A notice given under this Agreement is not valid if sent by e-mail, unless otherwise provided hereunder.
18.4. This Clause 18 shall not apply to the service of any proceedings or other documents in any legal action.
For
___________________________
ClearView Communications Ltd.
[INSERTE NAME]Authorised Representative
For
____________________________
[Customer]
[INSERT NAME]Authorised Representative
