Terms & Conditions

1 DEFINITIONS

1.1 The Products – Laptops, Desktops, Docking Stations, Warranties, and other related products that Circular Computing is offering for sale.

1.2 Circular Computing – Circular Computing is a trading name of A2C Services Ltd registered in England and Wales 3434393 and is the provider of The Service.

1.3 The Customer – The purchaser or organisation purchasing or considering purchasing The Products.

1.4 Authorised Representative – Someone of director level or with the designated authority to approve contractual changes.

2 GENERAL

2.1 The headings in these terms and conditions are for ease of reference only and shall not affect their interpretation or construction.

2.2 These terms and conditions shall apply to all Purchase Contracts for the supply of The Products by Circular Computing to the Customer and shall prevail over any terms and conditions stipulated by the Customer. No amendments to these terms and conditions shall be effective unless expressly agreed in writing and signed by an Authorised Representative of Circular Computing.

2.3 All Orders placed with Circular Computing by the Customer for The Products shall constitute an offer under these terms and conditions, subject to acceptance of the order by Circular Computing’s authorised representative.

2.4 No employee or agent of Circular Computing other than an Authorised Representative has any authority to make any representation at all concerning the supply of The Products and an Authorised Representative has no authority to make such representation other than by letter (an "authorised representation") and accordingly Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).

3 INFORMATION AND CONFIDENTIALITY

3.1 All pricing, description, availability and related information ("Information") provided by Circular Computing, in any form, is the property of Circular Computing or its suppliers. Circular Computing hereby grants the Customer a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of the Customer's purchases and sales of The Products sold by Circular Computing to it. Circular Computing shall be entitled to stop the provision of Information at any time without notice. The Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilise the Information for any purpose except as permitted herein. Circular Computing makes no warranty, either express or the implied on the Information or its accuracy. All Information is provided to Customer "as is." If Circular Computing provides Information to the Customer by Electronic Means, the Customer agrees to update such Information regularly to ensure its accuracy. Specifically but without limitation the Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a reseller and is not entitled to use, reproduce or display the Information in any way, which in Circular Computing's opinion :

3.1.1 would enable it to be identified as information obtained from Circular Computing

3.1.2 would enable comparison of the Information with other suppliers' information relating to Products or

3.1.3 could be damaging to Circular Computing's business interests.

3.2 Circular Computing agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any Customer sensitive information or utilise such information for any purpose if the Customer has notified Circular Computing in writing that such information is confidential.

4 SPECIFICATION OF PRODUCTS

4.1 Product codes, brochures and catalogues describe the minimum standard with regard to all identified components such as process type and generation, RAM, Disk capacity etc. All products will be delivered to at least the minimum standard defined. Circular Computing reserves the right to supply individual products of higher standard, e.g. but not limited to additional RAM, increased Disk Capacity, faster or later generation processors. Additionally, non specified features such as touch screens, or IR cameras, may be included with the supplied product provided the minimum specification defined is achieved.

4.2 The Customer shall be responsible to Circular Computing for ensuring the accuracy of the terms of any purchase order, and shall be solely responsible for its selection of Products on any purchase order and the fitness of the Products for any particular purpose. Circular Computing disclaims any liability for any errors in the Customer's purchase order.

4.3 Circular Computing reserves the right to make any changes to the Contract due to changes in the specification of the Products made by its suppliers or changes that are required to conform with any applicable safety or other statutory requirements. These changes will be duly notified to the Customer. The Customer cannot cancel or reschedule the Contract provided the changes do not alter the material terms of the Contract. For other types of changes, the possibility of cancellation will be subject to Circular Computing's discretion and conditions.

4.4 Orders for direct shipment to Customer's customers may require the Customer's acceptance of additional terms including prepayment of the order and will be subject to additional fees. The Customer is responsible for the accuracy of all information provided about its customers including but not limited to name and ship-to address. Circular Computing shall not be liable to the Customer for any loss or damage arising from inaccurate or erroneous information if Circular Computing has relied upon such information or shipping instructions provided by the Customer. If the Customer requests a change to the ship-to customer name or address after Circular Computing's acceptance of the order such change shall be made in writing by an authorised officer of the Customer and Circular Computing shall not act on any verbal instructions by the Customer or anyone acting on the Customer's behalf. Circular Computing shall have no obligation to monitor or verify whether the Customer or any orders placed by Customer are the subject to any fraudulent or other criminal activity or attempt by the Customer's customers or any third party.

4.5 Circular Computing will set minimum order levels and charge additional fees for any order below such levels.

5 DISPATCH AND DELIVERY

5.1 Delivery of the Products shall take place Free Carrier Circular Computing's warehouse (FCA (Incoterms 2010) for international shipments). Absent specific instructions from the Customer Circular Computing will select the carrier. Unless the Customer shall have notified Circular Computing in writing within 5 working days of the date of Circular Computing's invoice that the Products have not been received or that the Products were damaged then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mis-shipment or damage to the Products.

5.2 The Customer shall upon receipt of the Products sign the delivery note (proof of delivery) and be responsible for complying with the applicable shipping requirements of Circular Computing and its carriers. The Customer's sign-off on Circular Computing's delivery shall be at carton level. Circular Computing shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the Products on behalf of the Customer or the Customer's customer (if Circular Computing has agreed to deliver direct) does in fact have the authority.

5.3 Any dates quoted or scheduled for the delivery of Products are approximate only and Circular Computing shall not be liable for any delay in delivery of the Products howsoever caused.

5.4 Partial delivery of Products is allowed unless otherwise mutually agreed by both parties. Failure by Circular Computing to deliver the rest of the Products shall not entitle the Customer to treat the order as a whole as repudiated.

5.5 Where Circular Computing has agreed to ship Products direct to the Customer's customer any such shipment or performance shall be deemed to be delivery to the Customer and any refusal by the Customer's customer to accept delivery or performance shall be deemed to be a refusal by the Customer.

5.6 The Customer shall bear all costs associated with the unjustified refusal of the Products. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong product, wrong pricing, etc.) and the refusal is accepted by Circular Computing, Circular Computing reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed. Circular Computing may charge Customer a refusal fee should the Customer's customer unjustifiably refuse to take delivery of a shipment from Circular Computing.

5.7 Any time quoted for dispatch is to be treated as an estimate only. Dispatch may be postponed because of conditions beyond Circular Computing’s reasonable control, and in no event shall Circular Computing be liable for any damages or penalty for delay in dispatch or delivery.

5.8 Circular Computing accepts no liability for loss or damage caused by the carrier in delivering to or collecting product from the Customer.

5.9 If proof of delivery is required, this must be requested within 14 days of the date of the invoice.

6 CANCELLATIONS AND RESCHEDULING

6.1 Circular Computing is under no obligation to accept the withdrawal of an order or the cancellation of a Contract which has been accepted by Circular Computing. If Circular Computing agrees to accept the Customer's withdrawal of any order or the cancellation of a Contract such agreement will only be effected by means of letter, fax or email signed or sent by an Authorised Representative of Circular Computing.

6.2 Circular Computing may cancel, and shall be under no obligation to accept or fulfil, an order if Products are in short supply from its suppliers or if the suppliers' prices have increased to such a level that the fulfilment of the order would result in Circular Computing selling the Products at a loss or with lower than normal sales margins.

6.3 Any request by the Customer for cancellation of any order or for the rescheduling of any deliveries will only be considered by Circular Computing if made at least 24 hours before dispatch of the Products, shall be subject to acceptance by Circular Computing (which Circular Computing may give or withhold at its sole discretion) and, if accepted, shall be subject to a reasonable administration charge by Circular Computing. The Customer hereby agrees to indemnify Circular Computing against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of any cancellation or rescheduling of the order.

7 TERMINATION FOR CAUSE

7.1 Any contract to which these terms and conditions apply may (without prejudice to any other rights or remedies of the parties) be terminated forthwith by notice in writing:

7.1.1 by Circular Computing if the Customer fails to pay any sums due hereunder by the due date;

7.1.2 by either party if the other fails to perform any of its obligations under the contract in question and such failure continues for a period of 14 days after written notice thereof;

7.1.3 by either party if the other is involved in any legal proceedings concerning its solvency, or ceases or threatens to cease trading, or enters into liquidation, administration or receivership, or makes or proposes any arrangement with creditors, or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

7.2 Any termination of any contract pursuant to this clause shall not affect any accrued rights or liabilities of either party.

8 PRICING

8.1 Catalogues, price lists and other advertising literature or material as used by Circular Computing are intended only as an indication as to the price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on Circular Computing except when specified in a formal Quotation to the Customer.

8.2 All prices are given by Circular Computing at the time of the order are ex-works (as defined in Incoterms 1990) and the Customer is liable to pay for transport, packing and insurance.

8.3 All prices are exclusive of Value Added Tax and any other applicable taxes or levies, all of which shall be payable by the Customer in addition to the price.

8.4 Notwithstanding any other terms of these Terms and Conditions it is agreed that the provision or display of Product pricing and other Information by Circular Computing to Customer does not amount to an offer by Circular Computing to sell the Product at that price or on any other terms.

8.5 Notwithstanding any acceptance by Circular Computing of Customer's offer to purchase Products, if there for any reason has been a material or obvious pricing error by Circular Computing, Circular Computing shall be entitled within 30 days of its acceptance of such offer or delivery of the Products to either invoice the Customer the true and correct price of the Product at the date of order or, if the Customer shall prefer, upon notice to Customer cancel the order and collect the mispriced Product at Circular Computing's expense and credit the Customer for the price paid and any charges (e.g. price and freight) invoiced by Circular Computing. If the true price is lower than the quoted price, Circular Computing will invoice Customer the lower true price for the Products.

9 PAYMENT TERMS

9.1 Unless Circular Computing shall have previously agreed in writing with the Customer that the Products shall be supplied on credit, payment for the Products shall be made in full by the Customer with the Customer's order.

9.2 Where Circular Computing has agreed to supply the Products on credit Customer shall pay the price of the Products within 30 days of the date of Circular Computing's invoice notwithstanding that title to the Products has not passed to the Customer. Customer shall not withhold, deduct or set off from its payments to Circular Computing any amount owed by Circular Computing to Customer without Circular Computing's prior written approval. Invoices will be dated the day of dispatch of the Products. Circular Computing shall be entitled at its absolute discretion to alter payment terms (other than on concluded Contracts) and withdraw or alter any credit limit granted at any time with notice. If Customer exceeds its credit limit or fails to qualify for continued credit terms, Circular Computing may, at its sole discretion, delay subsequent shipments or require prepayment until Circular Computing determines that Customer is once again qualified to receive credit terms. Customer shall not set off or withhold any amount due to Circular Computing against its receivables without Circular Computing's prior written approval, and shall in the event of a bona fide dispute, pay any undisputed part of the invoice.

9.3 The time of payment shall be of the essence. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to it Circular Computing shall be entitled to:-

9.3.1 cancel the Contract and/or suspend any further deliveries to the Customer; Circular Computing may at its discretion grant Customer a reasonable cure period before cancelling the Contract due to non-payment;

9.3.2 appropriate any payment made by the Customer to such of the Products as Circular Computing may think fit (notwithstanding any purported appropriation by the Customer); and

9.3.3 collect and repossess any unpaid Products.

9.4 Customer accepts that Circular Computing will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if Circular Computing is not paid according to agreed credit terms.

9.5 Customer shall provide Circular Computing's Credit Department with copies of its annual financial statements and its quarterly statements within sixty (60) days of the close of the fiscal period to which they relate. Customer shall inform Circular Computing promptly if there is a change of ownership or control of Customer or its direct or indirect parent company (excluding changes of ownership of the shares of a publicly quoted company which do not result in a change in control of the company's board of directors or other governing board), a management buy-out, or all or a substantial part of the Customer's assets are sold or otherwise transferred to any non-affiliated company or member of the Customer's group of companies.

9.6 In the event Customer intends to sell, assign, factor or otherwise transfer any book debt owed to Customer or to enter into any form of invoice discounting arrangement Customer agrees to inform Circular Computing in writing prior to entering into any such arrangements.

9.7 If:-

9.7.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of a solvent amalgamation or solvent reconstruction;

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

9.7.3 the Customer ceases or threatens to cease carrying on business; or

9.7.4 Circular Computing reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;

9.8 then upon the happening of any of the above, without prejudice to any other right or remedy available to Circular Computing, Circular Computing shall be entitled to suspend any further delivery of units within the Contract, invoice The Customer for any and all unpaid amounts related to the Products deliverer and withhold delivery of any further units until such time that those invoices are paid in full.

9.9 It is Circular Computing's policy not to accept cash as a method of payment for Products.

9.10 If Circular Computing issues a credit note and the Customer does not utilise the credit note within a period of 12 months from the date of its issue Circular Computing shall have the right to cancel the credit note and the Customer shall not be entitled to a replacement or any payment in respect of the same.

9.11 Any credit balance shown on a Customer's statement of account issued by Circular Computing which remains on the statement for a period of 12 months will be forfeited by the Customer who shall no longer have any rights to the same.

9.12 Circular Computing reserves the right to issue and send all invoices to the Customer in an electronic format, and the Customer accepts to receive all invoices electronically including receipt of invoices by e-mail.

9.13 Invoices will be raised and dated by Circular Computing on the date of dispatch of the Products. Unless otherwise specifically agreed invoices will be payable by the Customer 30 days from the date of invoice.

9.14 If the Customer fails to pay any sum due under the contract on or before the due date for payment Circular Computing shall be entitled until payment has been made in full (without prejudice to its other rights and remedies):

9.14.1 to charge interest at the rate of 1.5 per cent. per month from the due date for payment; and/or

9.14.2 to rescind any agreement as to credit and require payment against invoice; and/or

9.14.3 to suspend or cancel all further deliveries of Products ordered by the Customer.

9.15 Circular Computing reserves the right to cease supplies of Products to the Customer at any time. On such cessation of supplies, Circular Computing reserves the right to withdraw any credit facility such that the whole of the Customer’s account becomes due for payment forthwith.

10 RISK AND TITLE

10.1 Risk of damage to or loss of Products shall pass to the Customer or its customer at the time of delivery or if the Customer unjustifiably fails to take delivery of Products the time when Circular Computing has tendered delivery of the Products.

10.2 Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions, title to the Products shall not pass to the Customer until Circular Computing has received in cleared funds payment in full of the Products

10.3 Until such time as title to the Products passes to the Customer the Customer shall:-

10.3.1 hold the Products as Circular Computing's fiduciary agent and bailee; and

10.3.2 keep the Products separate to those of the Customer and third parties; and

10.3.3 keep the Products properly stored protected and insured, and identified as Circular Computing's property; and

10.3.4 accept that Products may be labelled as being Circular Computing's property until Circular Computing is paid.

10.4 Until such time as the title in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) Circular Computing shall be entitled at any time to require the Customer to deliver up the Products to Circular Computing and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.

10.5 The Customer's right to possession of the Products shall terminate immediately if:-

10.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a 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; or

10.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between Circular Computing and the Customer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

10.5.3 the Customer encumbers or in any way charges any of the Products.

10.6 Customer is entitled to resell the Products in the ordinary course of business. Customer is not able or entitled to offer the Products as collateral or otherwise grant a charge in respect of the Products until title has passed to the Customer in accordance with these Conditions. Customer shall inform its customers that title to the Products is retained by Circular Computing until Customer has paid Circular Computing, and shall ensure that its customer has agreed with the Customer that any unpaid Products shall be returned to Circular Computing in the event of Customer's failure to pay Circular Computing's invoices when they fall due. The Customer shall upon Circular Computing's request provide Circular Computing with all details and information necessary for Circular Computing to collect the Products.

11 WARRANTIES

11.1 Circular Computing shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow Circular Computing's or the original manufacturer's instructions (whether oral or in writing) misuse or alteration or repair of the Products without Circular Computing's approval.

11.2 Circular Computing shall be under no liability under the warranty if the total price of the Products has not been paid.

11.3 All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or goods or services (save, in the case of goods, as to title) are excluded to the fullest extent permitted by law.

11.4 The duration of any warranty is 12 months from the date of purchase by the Customer, unless extended by purchase of a warranty extension at the same time as the original purchase.

11.5 The warranty claim process is described on Circular Computing’s website. If a unit develops a fault covered by the warranty then the Customer should in the first instance contact Circular Computing’s Customer Service Team who will guide the Customer through the process. Depending on the type of warranty provided with the unit at the time of purchase the unit may require return to Circular Computing for analysis and repair (RTB) or a replacement unit may be sent to the Customer (ADV).

11.6 If a warranty failure cannot be repaired, then either the purchase price of the unit will be refunded to the Customer or a replacement unit will be provided by Circular Computing.

12 INTELLECTUAL PROPERTY RIGHTS

12.1 The Products are subject to the intellectual property rights of the original Product manufacturers. Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights on the Products, and shall adhere to any guidelines and restrictions provided by original Product manufacturers if the Customer is granted a right to use such rights in the marketing and resale of Products. Circular Computing shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against Customer or damages and costs incurred by Customer arising from the infringement of a third party's intellectual property rights, except to the extent the original Product manufacturers is offering such defence or indemnification to Circular Computing on a pass through basis. Upon threat of claim or claim of infringement, Circular Computing may, at its option (i) procure the right to continue using any part of Product, (ii) replace the infringing Product with a non-infringing Product of similar performance, or (iii) refund to the Customer the purchase price paid by the Customer for the infringing Product. Notwithstanding any other terms or conditions to the contrary Circular Computing's liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's purchase price for the infringing Products.

13 PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS

13.1 No title or ownership of software products or any Third Party Software licensed to the Customer is transferred to the Customer under any circumstances. The Customer hereby acknowledges that all proprietary rights in any Third Party Software supplied to it by Circular Computing including (but not limited to) any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner.

13.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by Circular Computing (including if so required the execution and return of a Third Party Software licence document). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify Circular Computing in respect of any loss, liability, costs, charges or expenses suffered or incurred by Circular Computing , including (but without limitation) as a result of any proceedings instituted by a Third Party Software owner, as a result of any breach by the Customer of any such software licence or the terms of this Clause.

14 RETURNS

14.1 After delivery of the Products the Customer has no right to return product for any reason other than warranty failures other than through a separate agreement with Circular Computing. Such agreement must include the terms under which the product can be returned.

15 INDEMNITIES AND LIMITS OF LIABILITY

15.1 Circular Computing shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered by Circular Computing, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of Circular Computing its employees or agents or otherwise).

15.2 The Customer shall indemnify and keep Circular Computing and its employees fully indemnified in respect of all loss, liability, costs, claims or expenses (including, but without limitation, pursuant to any claims by third parties) which arise out of or in connection with any act or thing done or omitted to be done by Circular Computing or its employees on the instructions of the Customer or its authorised representative.

15.3 Circular Computing accepts liability for loss or physical damage to tangible property of the Customer caused by the negligence of Circular Computing or its agents or sub-contractors, in each case up to a limit equal to 125% of the sum payable to Circular Computing under the contract in question in respect of any one event or series of events. Further, Circular Computing does not in any way seek to exclude or limit any liability to the Customer in respect of death or personal injury caused by any such negligence or in respect of any damage for which Circular Computing is liable under the Consumer Protection Act 1987.

15.4 Circular Computing shall not be liable for any loss of profits or consequential loss suffered or incurred by the Customer whether or not as a result of negligence or failure to perform.

15.5 Circular Computing shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of Circular Computing's obligation in relation to the Products if the delay or failure was due to any cause beyond Circular Computing's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Circular Computing's reasonable control:-

15.5.1 Act of God explosion flood tempest fire or accident;

15.5.2 Act of terrorism war or threat of war sabotage insurrection civil disturbance or requisition;

15.5.3 Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;

15.5.4 The import or export regulations or embargoes;

15.5.5 Strikes lock outs or other industrial actions or trade disputes (whether involving employees of Circular Computing or a third party);

15.5.6 Difficulties of Circular Computing's supplier in obtaining raw materials, labour, fuel parts or machinery

16 GENERAL

16.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.

16.2 No waiver by Circular Computing of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

16.4 No forbearance, delay, indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.

16.5 The rights of the Customer under any contract with Circular Computing shall not be assignable without the prior written consent of Circular Computing.

16.6 The invalidity or unenforceability of any provision in these terms and conditions shall not affect the remainder of in these terms and conditions which shall continue to have full force and effect in accordance with their terms.
16.7 Neither party shall be liable to the other for any delay in failure to perform its obligations under any contract (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any cause beyond its reasonable control.

16.8 Any notices given by either party to the other for the purposes of these terms and conditions or any contract to which they apply must be in writing and may be delivered personally or by recorded delivery or registered post and will be deemed to have been duly given (whether or not in fact received) either on delivery (if delivered personally) or 2 working days after the date of posting (if sent by post in the manner prescribed above) if delivered or sent to the registered office of the intended recipient (if a company) or to the principal business address at which the sender is accustomed to deal with the intended recipient in the normal course of trading or to any other address notified by the intended recipient to the sender in writing for the purpose of receiving documents or notices.

16.9 These terms and conditions and any contract to which they apply shall be governed by and construed in accordance with the laws of England and Wales and (for the benefit of Circular Computing) the Customer irrevocably agrees to submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these terms and conditions or any such contract.