TERMS & CONDITIONS OF SALE – JANUARY 2020
Thank you for choosing to buy from Rocco Borghese Chandeliers (RBC) t/a Futuraneon Art/Design. We have set our terms & conditions below so that you know what to expect from us and what we need from you to allow us to deliver your order. Please take a few minutes to read through these terms & conditions, as by placing an order with us, you will be considered to have agreed to be legally bound by them. These terms & conditions (the “Terms & Conditions” ) apply to products and services provided by RBC (trading as Futuraneon Art/Design) whose registered office is at 59 Park Road, Crouch End, London, N8 8DP and whose trading address is 59 Park Road, Crouch End, London, N8 8DP and with VAT number 726 547 90. References to “We”, “Us” and “Our” refer to RBC and references to “You” and “Your” mean you, the customer purchasing RBC’s products and services.
The terms below will have the following meanings whenever they are used in these Terms & Conditions.
“Acceptance” means Your acceptance in writing of the Client Acceptance Drawings, and “Accepting” and “Accepted” shall be interpreted accordingly.
“Amendment” means an amendment to a Contract, made after the Sales Order Acknowledgement has been sent to you.
“Bespoke” means made to order for You to Your specification, in non-standard sizes with Your specification for glass, finish and colour.
“Client Acceptance Drawings” means the drawings prepared by Us in accordance with Your specification for the Products, and including Our lead time for the Products.
“Contract” means a binding contract for Our delivery of Products to You, and comprises a Sales Order Acknowledgement, together with these Terms & Conditions and includes any Amendments.
“Custom Made” means made to order for You in standard sizes with Your specification for glass, finish and colour, one or more of which is non-standard.
“Deposit” means an amount equal to fifty percent (50%) of the Price.
“Location” means the address to which You require Us to deliver the Products, as set out in the Sales Order Acknowledgment.
“Order” means Your order for Products, referencing a particular Quotation if the order is for Custom Made or Bespoke Products.
“Sales Order Acknowledgment” means Our confirmation of an Order, that specifies:
- that it is the subject to terms & conditions;
- a description of the Products to be supplied, referencing the specific Quotation if applicable;
- details of the Location;
- Your obligations;
- details of the Price and estimated delivery and insurance costs;
- any special information about the Products.
“Products” means the products to be supplied by Us to You as set out in the Sales Order Acknowledgment, which may be Standard, Custom Made or Bespoke as defined herein and as further set out on Our website and documentation.
“Price” means the price of the Products to be supplied to You, as specified on the Sales Order Acknowledgement, as amended in accordance with these terms & conditions.
“Quotation” means the documents provided by Us to You confirming Our quote for the provision of Products to You.
“Services” means Our service for the delivery of the Products, and if requested by You, any other services in respect of Your Order.
“Standard” means standard sizes, finishes and colours set out on Our website and documentation.
“Technical Specifications” means the written specifications and instructions and/or manuals for the Products, including but not limited to Our Technical Specification and Maintenance Manual.
2. Your Contract for RBC t/a Futuraneon Art/Design
2.1 If Your enquiry is about Standard, Custom Made or Bespoke Products, We will discuss Your requirements with You and We may provide You with a Quotation or an invoice/ proforma addressed to You or Your representative. It is important that You read the Quotation or invoice/ proforma addressed to You or Your representative carefully and ensure that it meets Your requirements for the Products and their intended use. You must notify Us of any changes You require and, provided that We agree to these, We will provide You with an updated Quotation or invoice/ proforma addressed to You or Your representative.
2.2 A Quotation or invoice/ proforma addressed to You or Your representative is valid for a period of twelve (12) weeks from its date of issue. We reserve the right to withdraw a Quotation or invoice/ proforma addressed to You or Your representative at any time before receiving Your Order without incurring any liability to You.
2.3 When We receive Your Order, We will send You a Sales Order Acknowledgement. If Your Order is for Standard Products, We will ask You to pay the Price in full. If Your Order is for Custom Made or Bespoke Products, We will ask You to pay the Price in full or the Deposit. If We ask you to pay the Deposit, You can pay the Price in full at this stage if you so choose. The Sales Order Acknowledgement, together with such payment, will form a binding contract under which We will sell, and you will purchase the Products.
2.4 Please check the Sales Order Acknowledgement carefully to ensure that it accurately reflects the details of Your Order. By placing an Order with Us You confirm that you have read and understood these terms & conditions and that You agree to be bound by them.
2.5 If Your Order is for Bespoke Products, We will prepare Client Acceptance Drawings for the Products. You must check the Client Acceptance Drawings and any Technical Specifications that We provide to You thoroughly before Accepting them by signing them and returning them to Us. You acknowledge that:
- We cannot proceed to manufacture the Products without Your Acceptance and We shall not be liable for any delays while waiting for your Acceptance.
- You shall be solely liable for any additional costs and delays arising from any errors or discrepancies in Client Acceptance Drawings that You have Accepted.
2.6 You are responsible for the installation and use of the Products supplied under the Contract including but not limited to the suitability of the Product for its final installed location, the accuracy of dimensions, adequacy and quality control of installation arrangements, and post-installation checks. If the Products are intended for use in an industrial or maritime area (subject to a potential corrosive or polluted environment) please contact Us regarding Bespoke Products suitable for such use. You shall be solely liable for any additional costs and delays arising from any errors or discrepancies in any specifications and measurements that You have submitted.
2.7 If You are a business, you hereby confirm that anyone acting on Your behalf to purchase Products from Us has authority to bind You and You acknowledge that in entering into any Contract You do not rely on any statements, representation assurance or warranty that is not set out in these terms & conditions. Neither You nor We shall have any claim for innocent or negligent misinterpretation based on any statement of the Contract.
2.8 We provide You with estimated timescales for delivery of the Products once the Contract has been made. While We shall use Our reasonable endeavours to meet these estimated timescales, because of the nature of the work, We do not guarantee to meet them. If We do encounter unexpected delays, We will contact You as soon as is reasonably possible by telephone or email to let You know revised estimated timescale.
3. Product Descriptions
3.1 We take reasonable care to ensure that the Products are described accurately and that the Product information shown is correct and up to date on Our website and in Our brochures. However, the images of the Products are for illustrative purposes only and We cannot guarantee that the colours and finishes shown will reflect exactly those of the Products on receipt.
3.2 You accept that due to the hand-made nature of the Products there may be variances in the steelwork and finish and that all stated dimensions have a 4 mm tolerance.
3.3 We reserve the right to make minor changes to the internal descriptions of the Products without notification to You.
4.1 If You require any changes to Your Order or the Client Acceptance Drawings, please inform Us as soon as possible, We may also identify changes that are required as a result of Your requirements. If the changes are for different Products, or require Us to do significant re-drawing, or have an impact on costs then We will prepare an Amendment and advise You on the revised Price and timescales. All Amendments must be agreed by You and Us in order to become binding.
4.2 We will not be able to proceed with work on Your Order until We have received Your approval on an Amendment in writing. You agree that You are liable for the cost of all approved Amendments and You accept any corresponding changes to the Price and timescales that We advise you of. We shall not be liable for any delays while waiting for Your approval of an Amendment.
4.3 We will prepare the necessary amended Client Acceptance Drawings and submit them to You for Acceptance in accordance with Clause 2.5.
4.4 If at this stage You decide not to proceed with the Order, you must notify Us in writing at Our address above. If You are a consumer, the terms of Clause 7 apply. Otherwise, We will refund the sum paid by you for the Products less Our administration and production costs which shall be between ten percent (10%) and twenty-five percent (25%) of the Price.
5. Services and Delivery Dates
5.1 We shall perform the Services either by Ourselves or using Our carefully selected third party carriers. We remain fully responsible for the performance of the Services.
5.2 We will contact You by telephone or email to inform You when the Products will be ready for collection or to arrange delivery of the Products, which will be within two hundred and fifty (250) days after the date of the Sales Order Acknowledgment or Your Acceptance, whichever is the later. We will request payment of any balance of the Price. We must receive Your payment of the Price in full in cleared funds before We can release or deliver the Products to You. We will send a paid invoice/proforma addressed to You or Your representative and sales confirmation to you on Our dispatch of the Products.
5.3 The scheduled delivery date must be a date when You, or Your authorised representative, will be present to meet Us and provide access to the Location. We will try to deliver all of the Products in one visit, but We reserve the right to deliver the Products in more than one instalment. If You request Us to deliver in instalments, then We may charge You extra delivery costs at Our discretion.
5.4 If You wish to change the agreed delivery date for Products, please tell Us as soon as possible to arrange a new date. We reserve the right to charge You a reasonable fee to cover any additional delivery and storage costs that We may incur as a result of the rescheduling.
5.5 Delivery dates and timescales are not guaranteed (time is not of the essence of these terms & conditions), but We will endeavour to deliver the Products to the required location in accordance with the scheduled delivery date and timescales that We have advised to You.
6. Delivery and Installation
6.1 You must ensure that the Location is suitably prepared for delivery and that you have appropriate lifting equipment in place to take receipt of the Products. We reserve the right to refuse to deliver if, in Our reasonable opinion, it is not safe or possible to do so.
6.2 If We attempt delivery on the scheduled date, but are unable to deliver the Products for any reason, including but not limited to:
- access restrictions which have not been notified to Us; or
- neither You nor Your nominated representative is present; or
- the Location is not suitably prepared for delivery; or
- We believe, acting reasonably, that delivery would result in irreparable damage to property, damage to the Products, or injury to Our staff or other persons; or
- You refuse to accept delivery for any reason other than the failure of the Products to comply fully with the Sales Order Acknowledgement; – then We will return the Products to our premises and We reserve the right to charge You a reasonable fee to cover the additional delivery and storage costs that We incur. In this event, We shall agree on a revised delivery date with You.
6.3 Delivery will be completed when We deliver and unload the Products at the Location or when You collect the Products from Us. If at the time of delivery to You, the external packaging of the Products is damaged and You suspect that the Products are also likely to be damaged, You should not accept the delivery and should hand it to the carrier to return it to Us. If You accept a delivery where the packaging is damaged, You must inform the carrier in writing of the damaged packaging as You sign for the Delivery and take a photo of the damage prior to unwrapping the Products.
6.4 You must inform Us immediately (no later than seven (7) days after receipt, collection, or expected receipt) by telephoning (+44) 0208 348 0456 or emailing firstname.lastname@example.org if an expected delivery is not received or if You find that any Products are missing, faulty or damaged upon opening the packaging.
6.5 We shall use Our reasonable endeavours to avoid damage to Your or any third party’s property during delivery of the Products.
6.6 In the event of accidental damage to Your or any third party’s property, You shall notify Us on the delivery form or electronic terminal upon which receipt of goods is acknowledged. We shall at our expense repair or replace such damaged property to a fair and reasonable standard provided that:
- the damage is caused by Our staff or Our subcontractors in the course of delivery;
- b) You clearly describe any such damage on the delivery form or electronic terminal, before We leave the Location; and
- c) You grant to Us or Our nominated subcontractors access to the Location and the damaged property when We reasonably request this, having given You reasonable notice, in order to carry out these repairs and/or replacements.
6.7 Installation, if requested by You, is provided by RBC Installation Team with the understanding that We have on site access to towers and provisions to reach the ceiling areas where they are difficult to access, installation points should be provided by Your site contractor prior to Our installation date, we assume the 220 volt feed with dimming controller will be installed by Your site contractor and ready for testing. It is not Our responsibility to access the chandelier if a fault occurs or any part requires attention. Where the height is above 3.5 meters, We will require an appropriate tower or scaffolding to be made available by You, or Your contractor.
6.8 Where required, We will provide special ceiling plates for You or Your contractor to install in the ceiling in accordance with Our requirements prior to installation.
7. Consumer Rights of Cancellation
7.1 This Clause 7 only applies if You are a consumer.
7.2 If Your Order is for Custom Made or Bespoke Products:
- because Your Product is totally bespoke, once You have agreed Your Order either by signing the Client Acceptance Drawings or making the 50% deposit payment, the deposit sum will not be refundable, and You are agreeing to final drawings and acceptance of total invoice liabilities.
- if We receive a written notice of cancellation within three (3) days of Your formal Order, We will refund seventy five percent (75%) of the deposit payment.
- if We receive a cancellation notice in writing after the 3-day period, Your deposit payment will not be refundable.
7.3 We will supply reasonable quality images where possible prior to delivery and installation, You will then be given a scheduled delivery date, but prior to this We will ask You to pay the full amount outstanding.
- delivery date is approximate; due to the nature of Our Products we cannot guarantee the indicated delivery date, however, whenever possible, We will aim to deliver close to the indicated delivery date.
- by signing Our delivery note/installation Satisfactory Note, You are agreeing that the Order has been totally fulfilled and there are no outstanding issues.
- You are not entitled to cancel the Order once the Order has been placed and your 3-day period has ended.
7.4 50% deposit means that You have paid a sum equal to half of the full invoice/ proforma addressed to You or Your representative, unless agreed otherwise in writing.
7.5 None of the Order will be delivered/ installed unless We receive full payment prior to delivery/ installation.
8.1 We warrant that the Products will comply with the Sales Order Acknowledgement and any Client Acceptance Drawings and We will be free of material defects for a period of twelve (12) months from delivery or collection, unless otherwise stated in Our Operations and Maintenance Manual.
8.2 If You wish to benefit from these warranties, You must notify Us immediately You become aware of any defect in the Products or any non-compliance with the Sales Order Acknowledgment or any Client Acceptance Drawings by telephone and in writing with appropriate photographic evidence and if We request it, provide Us with access to inspect the Products, to investigate and assess the details of the defects.
8.3 If We fail to comply with the warranty terms set out in Clause 9.1, We shall, at Our expense and at Our choice, either repair the Products, or provide replacements for any faulty Products, within a reasonable period of time (to be agreed with You) after We have received Your notification or after We have completed Our inspection, whichever is the later. For the avoidance of doubt, the remedy set out in this Clause 8.3 shall be Your sole remedy for such failure and We shall not be liable for the costs of uninstalling Products or installing or re-installing any repaired or replacements Products.
8.4 If We replace any Product, the replacement Product shall be covered by the warranty in Clause 8.1 for the remainder of the warranty period applicable to the original product or for thirty (30) days, whichever is the longer.
8.5 We also warrant that the Services will be carried out with reasonable skill and care by personnel who are suitably skilled and experienced for the tasks to which they are allocated and will be performed in accordance with the Sales Order Acknowledgement. If We fail to comply with this warranty, We will re-perform the Service in question at Our expense.
8.6 The warranties given in these terms & conditions will not apply if the Products (or a part of the Products) have been:
- a) installed or used improperly or outside their normal environmental or operational
parameters as set out in the Operations and Maintenance Manual (including but not limited to installation in a location for which the Product is not suited); or
- b) found to have defects caused by Your incorrect transport, handling, storage, installation, fitting, adjustment, maintenance; or
- c) found to have defects which are the result of problems with work not carried out by Us; or
- d) subject to loss, theft, accidental damage or damage caused by animals, pests or unusual environmental factors; or
- e) modified or altered in any material way without Our prior written approval; or
- f) not cared for or maintained in accordance with our Technical Specifications or any reasonable instructions provided to You by Us; or
- g) installed by You or by any third party when such the Product is known by You to be faulty and in such event, You shall be liable for any direct damages, costs, losses or claims which arise as a result of such installation;
- h) subject to wilful damage, abnormal storage or working conditions, accident, negligence by You or by any third party; or
- i) found to have defects or been subject to damage as a consequence of the failure of parts or items not supplied by Us.
8.7 Products shall not be considered to be faulty or in breach of their warranty solely because of:
- the effects of normal wear and tear; or
- any slight deviation in dimensions due to manufacture where this does not materially affect the normal operation of the Product.
8.8 If You or We assess that a Product has been damaged or has ceased to function correctly as a result of You or any end-client’s failure to comply with the Technical Specification We reserve the right to charge You a fee for the repair or replacement of the Product.
8.9 If You are a consumer, the warranties and warranty remedies set out in this Clause 8 are in addition to and shall not reduce Your statutory rights including rights in respect of Our obligation to provide Products of satisfactory quality.
8.10 If You area business, the warranties set out in this Clause 8 are the only warranties that apply to the Products and Services and We hereby exclude all other conditions, warranties, representations or other terms that might otherwise be implied or incorporated in these terms & conditions, such as (but not limited to) those of satisfactory quality, fitness for a particular or any purpose, or the ability to achieve any particular result.
9. Title and Risk
9.1 The Products shall belong to Us until Our receipt of cleared funds of the Price in full payment for such Products, at which time title shall pass to You.
9.2 We shall be responsible for the Products until We have delivered the Products to the Location or You have collected them from Us. You shall then be responsible for the Products, and for insuring and taking care of the Products including during transit of any Products being returned to Us until We receive them.
9.3 It is possible that the Products are delivered to You before We have received payment in full in cleared funds. Until title in the Products passes to you, You shall:
- hold the Products as bailee for Us and take proper care of them;
- store or keep the Products separately so as to show clearly that they belong to Us;
- not sell or part with possession of the Products;
- comply fully with all storage, safety and/or environmental requirements applicable to or marked on the Products, specified by Us and/or required by law;
- keep the Products free from any mortgage, charge, lien or other encumbrance; and
- not remove, alter, obscure, or otherwise interfere with any identifying marks, labels or storage instructions placed on the Products or the packaging by Us or the manufacturer; and
- keep the Products insured at your expense with an insurer of good repute against all insurable risks including (but not limited to) loss or damage by fire or theft for an amount not less than the applicable Price.
9.4 Before title has passed to You and without prejudice to any of Our other rights, in the event that You do not pay any overdue amount within two (2) days of our written notice to You to do so, then We may repossess and/or sell some or all of the Products at any time, and Our employees or agents may enter upon any or all of Your premises or vehicles for that purpose, with or without vehicles. This right and licence shall continue after and despite the termination for any reason of the Contract.
10. Your Cooperation
10.1 In order for Us to provide the Products to You, We need your cooperation and support including a reasonable level of responsiveness to Our communications, granting Us access to the Location to enable Us to deliver the Products and Your installation and use of the Products only in accordance with the Technical Specifications and documentation.
10.2 You agree that:
- We will not be considered to be in default under the Contract if We are unable to perform Our obligations because You have not performed Your obligations as set out in the terms & conditions; and
- in the event of any breach by You of Your obligations under the Contract, We reserve the right to suspend Our work on the Products and Services until You have remedied the breach.
11. Price and Payment
11.1 The Price includes Value Added Tax at the applicable rate. If the rate of VAT changes between the date of Your Order and the date of delivery, We will adjust the rate of VAT that You pay, unless You have already paid in full before the rate change takes effect.
11.2 Unless You hold a credit account with Us, We shall invoice and You agree to pay Us:
- for Custom Made or Bespoke products, the Deposit or the Price upon Your receipt of the Sales Order Acknowledgement and any balance of the Price in full prior to Our dispatch of the Products or Your collection of the Products; or
- for Standard products, the Price in full upon Your receipt of the Sales Order Acknowledgement; and You agree to pay Us;
- any additional delivery, insurance, storage and/or other costs that are incurred in accordance with the terms & conditions, in full prior to Our dispatch of the Products or Your collection of the Products; and
- Our fees for the provision of any additional Services that We provide to You at Your request.
11.3 If You have a credit account with Us You shall make all payments in full within the agreed timescales. We will contact You to make arrangements in the even that Your credit limit is, or is going to be, exceeded at any time or if We are unable to process an Order due to Your credit limit being exceeded.
11.4 If You use a debit or credit card to make Your payment, You confirm that the card being used is Yours, or if You are a business, You confirm that the person using the card has authority to use it.
11.5 If You do not pay Us by the due date for payment, We have the right to charge interest on the overdue amount at the rate of five (5) percent per annum above the base rate of the Bank of England (or its successor) which shall accrue on a daily basis from the date payment was due until payment is received by Us. You must pay Us interest together with any overdue amount.
11.6 If You dispute an invoice/ proforma addressed to You or Your representative in good faith and contact Us to let Us know within five (5) days of receiving an invoice/ proforma addressed to You or Your representative that You dispute it, Clause 11.5 will not apply for the period of the dispute. However, if payment is overdue and You have not notified Us that You dispute an invoice/ proforma addressed to You or Your representative within this five (5) day period, then We reserve the right to suspend the provision of the Products until We have received payment in full in cleared funds from You, and We shall not be liable to You for any associated delays.
11.7 You agree that You shall not withhold or set-off payment of any amount due to Us under the Contract for any reason.
12. Limitation of Liability
12.1 Liabilities are excluded to the fullest extent permitted by law. We shall not be liable for any claims, losses, costs or damages arising from any of the following events or circumstances and You shall be solely responsible for any associated additional costs unless otherwise agreed by Us in writing beforehand:
- problems with the Products, where these have been used against Our advice or recommendations;
- delays due to events outside Our reasonable control, subject to Clause 16.3;
- Your failure to carry out any safety recommendations made by Us; or
- any damage to Your or a third party’s property other than as described by Clause 6.6
13. Intellectual Property
13.1 The copyright, trade secrets trademarks and all other intellectual property rights in the Quotation, Client Acceptance Drawings, Products, Technical Specifications and Our documentation belong to or are licenced to Us.
13.2 We grant to You a limited licence to use and to share the Quotation, Client Acceptance Drawings solely for the purposes of assessing the suitability for Your requirements, for carrying out work required to meet installation requirements, and for installing the Products.
14.1 Confidential Information is defined as any information (in any form) relating to the Contract or to Your or Our business affairs or activities, and which:
(i) has been marked as confidential,
(ii) has been identified as being of a confidential nature, or
(iii) may reasonably be supposed to be confidential in the circumstances.
14.2 Each party agrees that the terms of the Contract and the Confidential Information shall be kept confidential between the parties and shall not be disclosed to any third party who does not have a reasonable and lawful need for such information and shall ensure that any such third party shall be bound by the same confidentiality obligations as are set out in this Clause 14.
14.3 If the Contract is terminated, each party shall, at the other party’s choice, return or destroy all Confidential Information of the other party.
14.4 You agree that We may take and use photographs of installations of Our Products. We will not use these for marketing purposes unless You give Us Your consent in writing.
14.5 If You are a consumer, We will use the personal information You provide to Us to:
- communicate with You about Our Products, prior, during and after any sale;
- provide the Products to You;
- process Your payments to Us; and
- inform You about similar products or services that We provide, but You may choose to stop receiving these at any time by notifying Us by telephone, email or in writing.
14.6 Other than as required by Clause 14.5 We will not give Your personal data to any other third party unless required to do so by law.
15. Contacting Us
15.1 Our company details are set out at the top of these terms. If You have any questions or if You have any complaints, please Contact Us. You can contact Us by telephoning Our customer service team on (+44) 0 208348 0456 or emailing us.
15.2 If You wish to contact Us in writing, or if any Clause in the Contract requires You to give Us notice in writing, You can send this to Us by email, by hand, or by pre-paid post to the address at the top of these terms. We will confirm receipt to You in writing. If We have to contact You or give You notice in writing, We will do so by email, by hand or by pre-paid post to the address You have provided to Us as shown in the Sales Order Acknowledgement.
16. Other Important Terms
16.1 We may revise the terms & conditions from time to time if, for example, there are changes in relevant laws and regulatory requirements. If We have to revise the terms & conditions that apply to Your Order, We will give you reasonable advance notice of the changes and if You are a consumer:
- We will let You know how to cancel the Contract if you wish; and
- if You choose to cancel, You must return any Products You have already received (at Our cost) and We will refund the Price in full, including any delivery charges.
16.2 We may transfer Our rights and obligations under the Contract to another organisation. We will notify You in writing if this happens, but this will not affect Your rights or obligations under the Contract. You may only assign or transfer Your rights or obligations under the Contract if We agree in writing.
16.3 We will not be responsible for any failure to perform, or for any delay in the performance of, any of Our obligations under the Contract which is caused by an event outside Our reasonable control that directly or indirectly delays or prevents Our timely performance under the Contract. Any agreed dates or times shall be postponed automatically for the period of delay arising from the event. If You are a consumer, You may cancel a Contract affected by an event outside Our control which has continued for more than two hundred and fifty (250) days. If You choose to cancel, You must return any Products You have already received (at Our cost) and We will refund the Price in full, including any delivery charges.
16.4 The Contract constitutes the entire agreement between You and Us and supersedes and takes precedence over all other representations, agreements and other communications between You and Us on this subject, both oral and written. The Contract shall prevail notwithstanding any variance with the terms & conditions of any order or purchase order submitted by You.
16.5 If a dispute arises that You and We are unable to resolve between ourselves, You and We agree to first attempt to settle it by mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, and neither party shall commence court proceedings until it has attempted to settle the dispute by mediation. However, nothing in the Contract shall limit either party’s right to seek injunctive relief.
16.6 These terms & conditions and the Contract are governed by English law. If You are a consumer, subject to Clause 16.5 You and We both agree to submit to the non-exclusive jurisdiction of the English courts, although if you are a resident of Northern Ireland You may also bring proceedings in Northern Ireland, and if You are a resident in Scotland, You may also bring proceedings in Scotland. If You are a business, then subject to Clause 16.5 You and We both agree to submit to the exclusive jurisdiction of the English courts.
16.7 Each of the paragraphs of these terms & conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.8 If You fail to insist that You perform any particular obligation under the Contract, or if We do not enforce Our rights against You when We are entitled to do so, or if We delay in doing so, that will not mean that We have waived Our rights against You or that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You.
16.9 The Contract may not be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by Us and You.