QUINTESSENTIALLY & CO. LIMITED TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION
- In these Terms and Conditions, the following definitions apply:
Budget: the agreed budget detailing all the costs and fees of Quintessentially and third party consultants, contractors and suppliers to be incurred in connection with the Services and which may be updated from time to time as set out in these Terms and Conditions.
Budget Total: the total amount due as set out in the Budget including but not limited to Quintessentially’s Fee and all third party fees costs and expenses.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Business Hours: 9am to 5.30pm on a Business Day
Client: the person or entity described in the SOW.
Commencement Date: the date set out in clause 2.2.
Contingency: the contingency agreed in the SOW or Budget
Contract: the SOW together with any attachments, which may include the Budget, Scope of Work and these Terms and Conditions.
Deliverables: materials and work product created by Quintessentially for the Client as part of the Services and set out in the SOW or any Scope of Work.
Event: an event described in the SOW.
Event Date: the date of an Event as specified in the SOW.
Quintessentially’s Fee: any management fees, day rates or other charges payable to Quintessentially as set out in the SOW and/or Budget
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Key Person: those persons named in the SOW as authorised to issue instructions on behalf of the Client as may be updated from time to time by an existing Key Person notifying Quintessentially in writing.
Quintessentially: Quintessentially & Co. Limited, a company registered in England with company number 05586650.
Quintessentially Materials: has the meaning set out in clause 4.1(e).
Scope of Work: the description or specification of the Services which may be provided in writing by Quintessentially to the Client.
SOW or Statement of Work: the Statement of Work between Quintessentially and the Client to which these Terms and Conditions are attached.
Services: the services supplied by Quintessentially to the Client as set out in the SOW.
Suppliers: any and all third parties appointed by Quintessentially in connection with the performance of the Services.
Term: means the period starting on the Commencement Date until this Contract is terminated in accordance with clause 14.
Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.
Third Party Supplier Costs: means third party supplier costs and other associated project costs.
Venue: means a venue as described in the SOW.
1.2. In these Terms and Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails,
2. BASIS OF CONTRACT
2.1 By signing the SOW the Client is making an offer to purchase Services from Quintessentially in accordance with the Contract.
2.2 The Contract shall only be deemed to be accepted when Quintessentially counter-signs the SOW at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Quintessentially, and any descriptions or illustrations contained in Quintessentially's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Quintessentially shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
3. SUPPLY OF SERVICES
3.1 Quintessentially shall supply the Services to the Client in accordance with the SOW and any Scope of Work in all material respects and shall provide the Client with progress reports during the term as is reasonable or as agreed between the parties.
3.2 Quintessentially shall use all reasonable endeavours to meet any performance dates specified in the SOW and any Scope of Work.
3.3 Quintessentially and Client hereby acknowledge that local licensing laws may apply in relation to events venues and a temporary licence (or similar consent or permit) may be required in order for the Event to take place in accordance with applicable laws. Quintessentially shall use its reasonable endeavours to obtain all necessary licences for events held in the United Kingdom on the Client’s behalf. The Client acknowledges that in the event that it is not possible for Quintessentially to obtain the required licences, permits and/or consents due to time constraints, licensing restrictions, the location of the venue or otherwise, Quintessentially is not under any circumstances liable to the Client for any failure to obtain such licences.
3.4 Quintessentially warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 For the avoidance of doubt, the Services shall be performed on a non-exclusive basis and Quintessentially reserves the right and shall provide services to other persons from time to time at its sole discretion.
4. CLIENT'S OBLIGATIONS
4.1 The Client shall:
(a) ensure that the details in the SOW and any Scope of Work are complete and accurate;
(b) co-operate with Quintessentially in all matters relating to the Services and respond promptly to any requests made by Quintessentially;
(c) provide Quintessentially with such information and materials as Quintessentially may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start, except where it is expressly agreed that Quintessentially shall take responsibility for such requirements;
(e) keep and maintain all materials, equipment, documents and other property of Quintessentially, its sub-contractors and suppliers (Quintessentially Materials) if stored at the Client's premises in safe custody at its own risk and not dispose of or use Quintessentially Materials other than in accordance with Quintessentially's written instructions or authorisation.
4.2 If Quintessentially's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) Quintessentially shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Quintessentially's performance of any of its obligations;
(b) Quintessentially shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Quintessentially's failure or delay performing any of its obligations set out in this clause
(c) the Client shall reimburse Quintessentially on written demand for any costs or losses sustained or incurred by Quintessentially arising directly or indirectly from the Client Default.
5. CHANGES TO THE SERVICES AND/OR BUDGET
5.1 If the Client wishes to change the scope or execution of the Services as set out in the applicable SOW or Scope of Work, it shall notify Quintessentially in writing.
5.2 Quintessentially shall, within a reasonable time, provide a written estimate to the Client of the likely time required to implement the change and any necessary variations to the Budget arising from the requested change.
5.3 If the Client wishes Quintessentially to proceed with the changes, Quintessentially is under no obligation to do so unless and until the parties have agreed the necessary variations to the Budget, the Services and any other relevant terms in writing.
5.4 Quintessentially shall have the right in rare circumstances to make changes to the Services which are necessary to comply with any applicable law or safety requirement. In such circumstances Quintessentially shall where practicable discuss the changes in advance with the Client in good faith and the SOW and any Scope of Work shall be deemed to be amended accordingly to reflect such changes.
5.5 Where the Event comprises a number of component parts, from time to time in rare circumstances for commercial, logistical and/or other reasons, it may be necessary for Quintessentially to vary or alter some elements of the Event. If any material elements of the Event require to be varied by Quintessentially, the Client shall be informed at the earliest practicable opportunity and the parties shall discuss such required variations in good faith. No refunds will be due to the Client where the variation or substitution is comparable to the element of the Event which is being altered.
5.6 The Budget may be varied by Quintessentially issuing a revised version and receiving the written approval of the Client which may be by email.
5.7 Where the Budget includes a Contingency the Client authorises Quintessentially to incur additional costs within the Contingency. Quintessentially shall notify the Client in writing of any anticipated spend above the Contingency and shall where practicable seek the Client’s prior approval. For the purposes of this clause 5.7 written notification by either party may include Whatsapp, text or other similar message service.
6. CHARGES AND PAYMENT
6.1 The Client shall pay the Budget Total in accordance with the SOW. The Budget Total shall be subject to any variations agreed and in accordance with any revised Budget issued in accordance with clause 5.
6.2 The Client shall reimburse Quintessentially for any reasonable costs, expenses or disbursements incurred by Quintessentially in connection with its performance of the Services which are not included in the final Budget.
6.3 Any such cost, expenses or disbursements payable by the Client to Quintessentially shall be included in the next invoice after they are incurred and paid by the Client in accordance with this clause 6.
6.4 The Client shall pay each invoice submitted by Quintessentially:
(a) within the specified time frame of the relevant invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Quintessentially.
For the avoidance of doubt, time for payment shall be of the essence of the Contract.
6.3 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT) or any other applicable sales tax or fee. Where any taxable supply for VAT purposes is made under the Contract by Quintessentially to the Client, the Client shall, on receipt of a valid VAT invoice from Quintessentially, pay to Quintessentially such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.6.6 Without limiting any other right or remedy of Quintessentially, if the Client fails to make any payment due to Quintessentially under the Contract by the due date for payment (Due Date), Quintessentially shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current base rate of the Bank of England, such interest accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
- The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Quintessentially in order to justify withholding payment of any such amount in whole or in part. Quintessentially may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Quintessentially to the Client. For the avoidance of doubt, Quintessentially shall receive any amount payable under this Contract to which withholding tax applies on a grossed-up basis. The Client shall be responsible for advancing any withholding tax deduction in respect of any payment to Quintessentially. Quintessentially shall use its reasonable endeavours to recover the withholding tax deduction in accordance with applicable laws and, if successful, shall remit it to the Client within 60 days of its receipt. The Client shall be responsible for all costs related to accounting for and (if applicable) paying the withholding tax deduction to the local tax authority.
7. CANCELLATION OR VARIATION OF EVENT
7.1 In the event that the Client wishes to cancel an Event or vary the Services in any way whatsoever it shall notify Quintessentially in writing as soon as possible.
7.2 In the event of cancellation of an Event by the Client, the Client shall be liable to pay Quintessentially in respect of all fees already incurred arising out of or in relation to the performance of the Services relating to such Event together with any future fees that shall be incurred by Quintessentially as a consequence of the cancellation.
7.3 In addition to the fees specified in clause 7.2 the Client shall pay Quintessentially a proportion of
Budget Total as follows:
(a) where the Client cancels the Event between 0 and 14 days prior to the Event Date, the Client shall pay 100% of the Budget Total less the amount of the non-refundable deposit set out in the SOW;
(b) where the Client cancels the Event between 15 and 30 days prior to the Event Date, the Client shall pay Quintessentially 75% of the Budget Total less the amount of the non-refundable deposit set out in the SOW;
(c) where the Client cancels the Event 30 days or more prior to the Event Date then the Client shall pay Quintessentially such percentage of the Budget Total that the period between the date of notice of cancellation and the Event Date represents in relation to the period between the date of the SOW and the Event Date less the amount of the non-refundable deposit set out in the SOW.
7.4 If any element of the Services relating to the Event is to be performed by a sub-contractor, supplier or other third party and that third party cancels prior to the Event Date then, where such third party is contracted by Quintessentially, Quintessentially shall use its reasonable endeavours to recover any fees paid to such third party together with any cancellation fees payable under the relevant contract and to replace such third party with another supplier of an equivalent standard after discussing in good faith with the Client. Where Quintessentially is unable to replace such third party prior to the Event Date, the element of the Budget representing that third party’s fee shall be removed from the total Budget.
7.5 If the Event is cancelled by Quintessentially, other than by reason of a Force Majeure Event as set out in clause 16.1 and subject to there being no Client Default, then a full refund of all monies already paid under the Contract shall be payable promptly to the Client.
8. THIRD PARTY COSTS
8.1 Quintessentially shall prepare the Budget(s) and submit to the Client for approval for each stage of the Services in advance of the commencement of such stage of the Services.
8.2 In the event that changes are made to the Services in accordance with Clause 5 or 7 during the course of providing the Services, the Client accepts that the fees payable may increase or decrease. If the scope of the Services change or services requiring additional Third Party Supplier Costs are requested by the Client then the Client acknowledges and accepts that it shall be liable for any additional Third Party Supplier Costs relating to such changes or services.
8.3 Quintessentially reserves the right to present, and the Client agrees to pay on presentation, any invoice in respect of advance or instalment payments due or required to be made by Quintessentially to Suppliers in connection with the Services.
9. APPROVALS AND AUTHORITY
9.1 After obtaining general approval of a campaign or project plans from the Client, Quintessentially may proceed with performing the Services in respect of such campaign or project plans in all respects. Quintessentially will submit to the Client for specific approval, whenever practicable to do so, and in accordance with the Scope of Work (if applicable), draft press releases, articles, photographs and captions, copy, layout, artwork and scripts.
9.2 Written or verbal approval by any Key Person shall constitute authorisation for Quintessentially to proceed with performing any part of the Services so approved and such approval will be taken as authorisation to enter into contracts with Suppliers.
9.3 Quintessentially reserves the right to nominate and appoint Suppliers for the purposes of performing the Services and to approve or disapprove any work that relates to the project or the campaign for which Quintessentially is ultimately responsible.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Quintessentially acknowledges and agrees that the Intellectual Property Rights in and to any Deliverables shall vest and be owned by the Client.
10.2 Quintessentially warrants that the Client’s use (or that of its contractors or agents) of any Deliverables (other than in respect of any materials supplied by the Client to the extent such material form part of the Deliverables) will not infringe the Intellectual Property Rights or any other rights of any third party. Quintessentially hereby agrees to indemnify, and keep indemnified, the Client from and against any and all claims, losses, costs, expenses (including all reasonable legal expenses) and liabilities that it may suffer as a result of any claim that the Client’s use (or that of its contractors or agents) of Deliverables created by Quintessentially infringes the Intellectual Property Rights or any other rights of any third party
10.3 Quintessentially may take photographs or video footage of the Event before or after any guests arrive. Photographs and video footage taken will only be for internal or commercial use of Quintessentially and solely for the purpose of recording the design, production and entertainment of the Event with no reference to the client, guests, branding or logos. Quintessentially will obtain prior consent from the Client for any photographs or video or recordings of identifiable individuals taken during the event.
10.4 Quintessentially shall, or shall use reasonable endeavours to procure that its employees and subcontractors shall, execute all such documents within a reasonable period of time and do all such acts as the Client may reasonably request so as to give effect to the provisions of this clause 10
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.
12. LIMITATION OF LIABILITY
12.1 Nothing in these Terms and Conditions shall limit or exclude Quintessentially's liability for
(a) fraud or fraudulent misrepresentation; or
(b) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.2 Subject to clause 12.1:
(a) Quintessentially shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Quintessentially's total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amounts paid by the Client to Quintessentially under the Contract.
12.3 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.
13. ATTENDEE BEHAVIOUR AT EVENTS
13.1 Quintessentially reserves the right to refuse admission to the Event of any attendee at its sole discretion if its staff are of the opinion that admission of such person(s) may cause harm or damage to the Venue (or any property situated at the Venue), to guests or to any personnel in attendance at the Event.
13.2 If any of the attendees of the Client, or agents or representatives or others instructed or otherwise engaged by the Client shall cause any damage to the Venue (or any property situated at the Venue) or are responsible for any other loss of Quintessentially sustained in connection with the Event, the Client agrees to wholly indemnify and hold Quintessentially harmless on demand against any and all losses, claims, liabilities, expenses and/or fees payable by Quintessentially in respect of the same.
14.1 Subject to earlier termination pursuant to clauses 14.2, 14.3 and 14.4, the Contract shall terminate in accordance with any termination provisions agreed in the SOW or upon the receipt by Quintessentially of all its amounts payable under this Contract.
14.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(b) to clause 14.2(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.3 Without limiting its other rights or remedies, Quintessentially may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
14.4 Without limiting its other rights or remedies, Quintessentially shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Quintessentially if the Client becomes subject to any of the events listed in clause 14.2(b)) to clause 14.2(l), or Quintessentially reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
15. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Client shall immediately pay to Quintessentially all of Quintessentially's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Quintessentially shall submit an invoice, which shall be payable by the Client immediately on receipt;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Quintessentially including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Quintessentially or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, pandemic, fire, flood or storm.
(b) Quintessentially shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents Quintessentially from providing any of the Services for more than ten weeks, Quintessentially shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
16.2 Assignment and subcontracting:
(a) The Client acknowledges that elements of the Services may be performed by sub-contractors or suppliers of Quintessentially from time to time or by contractors or suppliers contracted by the Client directly. The Client agrees that Quintessentially may at any time subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent and Quintessentially will provide the names of all
sub-contractors and suppliers as and when such third parties are engaged in relation to any element of the Event upon the request of the Client. Quintessentially may at any time assign, transfer, and/or otherwise deal with all or any of its rights or obligations under the Contract.
(b) The Client shall not, without the prior written consent of Quintessentially, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or sent by email to the address set out in the Contract
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email at the time of transmission, or, if this time falls outside Business Hours in the place of receipt when Business Hours resume.
(c) This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action.
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
16.8 Variation: Except as set out in these Terms and Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Quintessentially and the Client.
16.9 Counterparts: This Contract may be entered into in the form of two or more counterparts each executed by one or more of the Parties but, taken together, executed by all and, provided that all the parties so enter into the Contract, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original, but, taken together, they shall constitute one instrument.
16.10 Entire agreement: The Contract sets out the entire agreement and understanding between the Parties in relation to its subject matter and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Quintessentially, which is not set out in the Contract.
16.11 Joint and several liability Unless expressly provided otherwise, if the Client comprises more than one individual then each individual shall be jointly and severally liable for their obligations, undertakings and liabilities under this Contract.
16.12 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.