Terms & Conditions

Application of Terms and Conditions

H2O Hygiene shall supply and the Customer shall purchase the Goods and Services in accordance with the Quotation which shall be subject to these Terms and Conditions; and

The Contract and these Terms and Conditions shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

  1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”means any day other than a Saturday, Sunday or bank holiday;
“Commencement Date”means the commencement date for the Contract as set out in the Quotation;
“Confidential Information”means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract”means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
“Contract Price”means the price stated in the Contract payable for the Goods and/or Services;
“Customer”means the person who accepts a quotation or offer of H2O Hygiene for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by H2O Hygiene;
“Delivery Date”means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by H2O Hygiene;
“Goods”means the goods (including any instalment of the goods or any parts for them) which H2O Hygiene is to supply in accordance with these Terms and Conditions;
“Health and Safety Legislation”Means the Health and Safety at Work Act 1974 and all other related and relevant health and safety legislation or regulations;
“Month”means a calendar month;
“Quotation”means the written quotation for the intended supply of Goods and/or Services;
“Services”means the Services to be provided to the Customer as set out in the Quotation; and
“H2O Hygiene”means H2O Hygiene Ltd, a company registered in England under 10878528 of 41 Landywood Lane, Cheslyn Hay, Walsall WS6 7AJ and includes all employees and agents of H2O Hygiene Ltd.

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1 “writing”, and any similar expression, includes a reference to any communication by email or similar means;

2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.2.4 a Schedule is a schedule to these Terms and Conditions; and

2.2.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

  1. Basis of Sale and Service

H2O Hygiene’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by H2O Hygiene in writing.  In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and H2O Hygiene.

Sales literature, price lists and other documents issued by H2O Hygiene in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on H2O Hygiene unless H2O Hygiene has issued a Quotation which is expressed to be an offer to sell the Goods and by whichever is the earlier of:

3.3.1 the Customer’s written confirmation of acceptance which should include a purchase order number where possible; or

3.3.2 the Customer’s instruction to proceed with the delivery of Goods or provision of Services, which H2O Hygiene then accepts; or

3.3.3 the delivery of the Goods; or

3.3.4 the provision of the Services; or

3.3.5 the delivery of H2O Hygiene’s invoice.

Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by H2O Hygiene shall be subject to correction without any liability on the part of H2O Hygiene.

If the Customer instructs H2O Hygiene to proceed with the provision of any Goods or Services by digital means (including by email), H2O Hygiene will rely on such instruction as an acceptance of these terms and conditions and will proceed to supply the Goods and Services.

  1. Specification of the Goods and Services

No order submitted by the Customer shall be deemed to be accepted by H2O Hygiene unless and until confirmed in writing by H2O Hygiene’s authorised representative.  

The specification for the Goods and Services shall be that set out in H2O Hygiene’s sales documentation, or Quotation, unless varied by agreement in writing by H2O Hygiene. 

Illustrations, photographs or descriptions whether in catalogues, brochures, price lists online on websites or social media accounts, or other documents issued by H2O Hygiene are intended as a guide only and shall not be binding on H2O Hygiene.

H2O Hygiene reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods or Services are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.

No order which has been accepted by H2O Hygiene may be cancelled by the Customer except with the agreement in writing of H2O Hygiene on the terms that the Customer shall indemnify H2O Hygiene in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by H2O Hygiene as a result of such cancellation.

  1. The Services

H2O Hygiene shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the Quotation.

H2O Hygiene will use reasonable care and skill to perform the Services identified in the Quotation.

H2O Hygiene shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

The Services (or any part of them if supplied in stages) shall be deemed to be complete, and charges payable:

5.4.1 when H2O Hygiene confirms in writing; or

5.4.2 if H2O Hygiene is available to perform the Services (or part of them) at the time agreed or if none when H2O Hygiene is ready to provide the Services (or part of them), but is prevented from doing so due to an act or omission of the Customer, or due to the condition, facilities or accessibility of the location of the Customer. 

If the Customer requests that information is processed using their own management system/ portal then the Customer will be responsible for providing full training of H2O Hygiene’s staff as part of the contract mobilisation plan for the provision of Services. A service fee may be chargeable by H2O Hygiene if there is an additional resource requirement to facilitate the Customer’s management system (to include any invoice processing on that system for the benefit of the Customer), which shall be invoiced and payable upon presentation.

Notwithstanding the provision of Services by H2O Hygiene, the responsibility to maintain compliance with all legislative and regulatory requirements remains with the Customer as per the management structures stated in the Health & Safety Legislation, including the responsibilities as Duty Holder and Responsible Person (as those terms are defined therein).

H2O Hygiene cannot offer reactive same day call out site visits unless prior arrangements/ agreements have been made with the Customer. 

For any Services which relate to gas fired cylinders, and internal inspection and disinfection, H2O Hygiene will (on the assumption that the unit is working order and has been maintained correctly) only electrically isolate the unit which will automatically cut the autopilot. On completion of works the unit will be reinstated electronically. If the autopilot doesn’t ignite then this may require a gas safe engineer to assist. H2O Hygiene can arrange for such an engineer to attend at an additional cost which shall be invoiced and will be payable on presentation.  

H2O Hygiene will only use a qualified engineer who is certified to safely isolate electrical fuse spurs. A qualified third-party electrician will be required to carry out any reinstating works and/or new works that are subject to safety sign off. A subcontractor can be arranged via H2O Hygiene at an additional cost if required and/ or requested.

  1. Price

The price of the Goods and Services shall be the price listed in H2O Hygiene’s Quotation at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by H2O Hygiene and the Customer.

Where H2O Hygiene has quoted a price for the Goods and Services the price quoted shall be valid for 30 days only or such lesser time as H2O Hygiene may specify.

H2O Hygiene reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods  to reflect any increase in the cost to H2O Hygiene which is due to any factor beyond the control of H2O Hygiene (including, without limitation, inflation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give H2O Hygiene adequate information or instructions. H2O Hygiene will provide a minimum of 30 days written notice to the Customer of any increase to labour charges caused by any factor beyond our control.

Except as otherwise stated under the terms of any Quotation or in any price list of H2O Hygiene, and unless otherwise agreed in writing between the Customer and H2O Hygiene, all prices are inclusive of H2O Hygiene’s charges for packaging and transport.

The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to H2O Hygiene.

  1. Payment

Where in a Quotation H2O Hygiene has elected to receive stage payments, the price for that stage will be due and payable by the Customer on completion of the supply of the relevant Goods or Services for that stage.

Where in a Quotation H2O Hygiene has elected to receive periodical payments, payment will be due within 30 days of the date of the invoice issued to the Customer by H2O Hygiene.

Where in a Quotation, there are Goods to be supplied to the Customer, the Customer will pay the price for the Goods prior to delivery, unless otherwise agreed with the Customer in line with any alternative payment terms agreed in writing.

H2O Hygiene will invoice for the Goods and Services to be supplied when the charges payable for such Goods and Services become payable, but the issue or not of an invoice shall not entitle the Customer to delay in making any payment when it is due.

The Customer shall pay the price of the Goods and Services (without any other deduction, credit or set off) on the date of H2O Hygiene’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and H2O Hygiene in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

All payments shall be made to H2O Hygiene as indicated on the form of acceptance or invoice issued by H2O Hygiene.

H2O Hygiene is not obliged to accept orders from any customer or buyer who has not supplied H2O Hygiene with references satisfactory to H2O Hygiene and/or where a credit check has been received which is deemed satisfactory by H2O Hygiene.  If at any time H2O Hygiene is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that:

payment in advance may be required (proforma basis); or

no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment in advance; and, 

all amounts already owing by the Customer to H2O Hygiene shall be immediately payable.

  1. Delivery and Performance

Delivery of the Goods shall be made by H2O Hygiene delivering the Goods to the place in the United Kingdom specified in the Quotation or, if no place of delivery is so specified, by the Customer collecting the Goods at H2O Hygiene’s premises at any time after H2O Hygiene has notified the Customer that the Goods are ready for collection.

The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by H2O Hygiene in writing. The Goods may be delivered by H2O Hygiene on a Delivery Date that differs from the agreed date for which reasonable advance notice will be given in writing to the Customer.

If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, H2O Hygiene shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to H2O Hygiene all costs and expenses including storage and insurance charges arising from such failure. 

With effect from the Commencement Date H2O Hygiene shall, in consideration of the price being paid in accordance with these Terms and Conditions and the Quotation provide the Services at the Customer’s specified location expressly identified in the Quotation (where appropriate), and the Customer will allow H2O Hygiene free and unfettered access to the location for the purposes of providing the Services. 

  1. Non-Delivery of Goods and Services

If H2O Hygiene fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside H2O Hygiene’s reasonable control or the Customer’s or its carrier’s fault:

9.1.1 if H2O Hygiene delivers the Goods and/or provides the Services at any time thereafter H2O Hygiene shall have no liability in respect of such late delivery; or

9.1.2 if the Customer gives written notice to H2O Hygiene within 20 Business Days after the Delivery Date (or Commencement Date, as appropriate) and H2O Hygiene fails to deliver the Goods and/or Services within 20 Business Days after receiving such notice the Customer may cancel the order and H2O Hygiene’s liability shall be limited to the excess (if any) of the cost to the Customer of similar goods or services to those not delivered or provided over the price of the Goods or Services not delivered or provided. H2O Hygiene would Invoice for any works completed.

9.2 In the event that H2O Hygiene is prevented from completing the delivery of Goods or Services (or any part thereof) for any reason not caused by H2O Hygiene, or not down to an event listed in or similar to an event listed in clause 17.1, H2O Hygiene reserves the right to levy an aborted service charge to the amount of the Goods or Services prevented from being supplied, which charge may amount to the full Contract price depending on the circumstances and at H2O Hygiene’s discretion, and which will be payable immediately or otherwise at the discretion of H2O Hygiene.

  1. Risk and Retention of Title

Risk of damage to or loss of the Goods shall pass to the Customer at:

10.1.1 in the case of Goods to be delivered otherwise than at H2O Hygiene’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when H2O Hygiene has tendered delivery of the Goods; or

10.1.2 in the case of Goods being installed by H2O Hygiene, the time that H2O Hygiene notifies the Customer that the installation is complete.

  1. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until H2O Hygiene has received in cleared funds payment in full of the price of the Goods.
  2. Until payment has been made to H2O Hygiene in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for H2O Hygiene and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by H2O Hygiene and shall insure the Goods against all reasonable risks.
  3. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of H2O Hygiene, but if the Customer does so all money owing by the Customer to H2O Hygiene shall (without prejudice to any other right or remedy of H2O Hygiene) forthwith become due and payable.
  4. H2O Hygiene reserves the right to repossess any Goods in which H2O Hygiene retains title without notice where payment hasn’t been made within H2O Hygiene payment terms. The Customer irrevocably authorises H2O Hygiene to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which H2O Hygiene retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4. 
  5. The Customer’s right to possession of the Goods in which H2O Hygiene maintains legal and beneficial title shall terminate if:

10.6.1 the Customer commits or permits any material breach of their obligations under these Terms and Conditions;

10.6.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

10.6.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

10.6.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

  1. Assignment
    1. H2O Hygiene may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
    2. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of H2O Hygiene.
  2. Defective Goods
    1. If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to H2O Hygiene within 5 Business Days of such delivery, H2O Hygiene shall at its option:

12.1.1 replace the defective Goods within 20 Business Days of receiving the Customer’s notice; or

12.1.2 refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;

but H2O Hygiene shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.

  1. No Goods may be returned to H2O Hygiene without the prior agreement in writing of H2O Hygiene. Subject thereto any Goods returned which H2O Hygiene is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at H2O Hygiene’s sole discretion H2O Hygiene shall refund or credit to the Customer the price of such defective Goods but H2O Hygiene shall have no further liability to the Customer.
  2. H2O Hygiene shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow H2O Hygiene’s instructions (whether given orally or in writing), misuse or alteration of the Goods without H2O Hygiene’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
  3. Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2, returned by the Customer and accepted by H2O Hygiene may be credited to the Customer at H2O Hygiene’s sole discretion and without any obligation on the part of H2O Hygiene.
  4. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  5. The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by H2O Hygiene or any competent governmental or regulatory authority and the Customer will indemnify H2O Hygiene against any liability loss or damage which H2O Hygiene might suffer as a result of the Customer’s failure to comply with this condition.

       13. Customer’s Default

  1. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to H2O Hygiene, H2O Hygiene shall be entitled to:

13.1.1 cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;

13.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and H2O Hygiene) as H2O Hygiene may think fit (notwithstanding any purported appropriation by the Customer); and

13.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

This condition applies if:

13.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

13.2.2 the Customer is in breach of the provisions of the Bribery Act 2010 or breaches any provision of the anti-corruption policy of H2O Hygiene appliable at the time;

13.2.3 the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended)  or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

13.2.4 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

13.2.5 the Customer ceases, or threatens to cease, to carry on business; or

13.2.6 H2O Hygiene reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

  1. If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to H2O Hygiene, H2O Hygiene shall be entitled to cancel the Contract or suspend any further deliveries of Goods or provision of Services under the Contract without any liability to the Customer, and if the Goods have been delivered and Services provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

     14. Liability

H2O Hygiene will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by H2O Hygiene’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

The Customer shall indemnify H2O Hygiene against all damages, costs, claims and expenses suffered by H2O Hygiene, arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.

Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them.  All obligations on the part of such a Customer shall be joint and several obligations of such persons.

H2O Hygiene shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of H2O Hygiene’s obligations if the delay or failure was due to any cause beyond H2O Hygiene’s reasonable control.

Nothing in these Terms and Conditions excludes or limits the liability of H2O Hygiene: 

14.6.1 for death or personal injury caused by H2O Hygiene’s negligence;

14.6.2 for any matter which it would be illegal for H2O Hygiene to exclude or attempt to exclude its liability; or

14.6.3 for fraud or fraudulent misrepresentation.

Subject to the remaining provisions of this Clause 14:

14.7.1 H2O Hygiene’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

14.7.2 H2O Hygiene shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

14.8 H2O Hygiene shall not in any circumstances be liable to the Customer for any services or goods which have not been supplied or completed by themselves.

  1. Confidentiality and Intellectual Property Rights

Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 6 years after its termination:

15.1.1 keep confidential all Confidential Information;

15.1.2 not disclose any Confidential Information to any other person;

15.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;

15.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

15.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 15.1.1 to 15.1.4 above.

  1. Either Party may:

15.2.1 disclose any Confidential Information to:

  1. any sub-contractor or supplier of that Party;
  2. any governmental or other authority or regulatory body; or
  3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 15.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

15.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

  1. The provisions of Clauses 15.1 and 15.2 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
  2. All rights in any intellectual property of any type or form (“Intellectual Property Rights”) created by H2O Hygiene in relation to the Goods or Services shall remain the property of H2O Hygiene.  

      16. Communications

All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

Notices shall be deemed to have been duly given:

16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

16.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or

16.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

16.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

All notices under this Agreement shall be addressed to the most recent address, or e-mail address notified to the other Party.

  1. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, pandemic, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

Notwithstanding whether either or both party is affected by an event listed in or similar to an event listed in clause 17.1, the Customer shall continue to pay the charges due in relation to any Goods or Services already supplied or delivered or which H2O Hygiene continues to supply or deliver.

If H2O Hygiene is unable to provide or continue to provide, or the Customer is unable to receive, the Goods or Services (or any part of them) for a period of more than 28 days due to an event listed in or similar to an event listed in clause 17.1, either party shall be entitled to terminate the Contract upon giving notice in writing to the other, and the Customer shall immediately pay all sums due for Goods or Services already delivered.

  1. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

  1. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

  1. Third Party Rights, Novation and Third Party Recommendations

Any group company of H2O Hygiene may enforce a term of this Contract, but the parties do not otherwise intend that a third party shall be able to enforce any rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

If requested by H2O Hygiene, the Customer shall enter into a deed of novation so that H2O Hygiene is replaced as a party to this Contract by another group company of H2O Hygiene, providing that the Customer shall not be put in any worse position under the novated contract that it has under this Contract.

Where H2O Hygiene recommends that a Customer should engage other parties to carry out other services, H2O Hygiene shall have no liability to the Customer in respect of such recommendation and it is the Customer’s responsibility to investigate and determine whether that other party is suitable for their requirements.

  1. Miscellaneous

This Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter.

The Customer confirms that it entered into this Contract relying solely on representations and statements contained herein, and shall make no claim or reliance on any representations or statements not expressly set out in this Contract.

  1. Law and Jurisdiction

These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.