Freelance Retoucher Limited
Terms & Conditions
Company Number: 11713026
1. Definitions & Interpretation
1.1. In these terms and conditions of business (the “Conditions”) the following terms shall have the following meanings:“Charges” means the charges payable by the Customer to the Company under this Agreement as set out in the Quotation; “Company” means Freelance Retoucher Limited; “Contract” means the contract between the Company and the Customer and shall include the Customer’s purchase order and the Company’s acceptance of it, or the Customer’s acceptance of a quotation for Services by the Company; “Customer” means the person, firm or corporation to whom the Company is providing the Services as set out in the Quotation; “Customer Images” means any images, data or material supplied to the Company by or on behalf of or at the direction of the Customer (on whatever media) for the purpose of producing the Final Images; “Delivery” shall have the meaning set out in clause 5.2, and “Deliver” and “Delivered” shall be construed accordingly; “Final Images” means the images created by the Company and provided to the Customer for use in accordance with these Conditions and in order to produce the Product; “Goods” means the delivery media incorporating the Final Images (whether digital data, proofs or otherwise) as specified by the Company to be supplied to the Customer; “Intellectual Property Rights” means 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, in each case 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; “Order” means an order placed by the Customer for the supply of the Goods and Final Images; “Quotation” means the quotation document provided to the Customer by the Company in respect of the production of the Goods and Final Images by the Company and which sets out details of the Final Images, the Goods, the products and other relevant information and which shall include any subsequent written updates from the Company to the Customer which amend or vary the initial quotation document; and “Product” means the advertisement or other product specified by the Customer when making an Order into which the Final Images shall be incorporated; and “Services” means the services carried out by the Company under this Agreement and in accordance with the Quotation in order to produce the Goods and the Final Images.
1.2. In these Conditions:
1.2.1. a reference to “writing” shall include by email;
1.2.2. a “person” includes that person’s successors and assigns and any company, unincorporated association or partnership; and
1.2.3 a statutory provision shall be construed as a reference to those provisions as respectively amended or re-enacted and any subordinate legislation made from time to time under such provisions.
1.3. Words denoting the singular shall include the plural and vice versa. Words denoting any gender include all genders.
2.1. The Quotation shall apply to and be incorporated into the Contract and in the event of any conflict between the terms of the Quotation and these Conditions, the terms of the Quotation shall prevail.
2.2. These Conditions shall apply to and be incorporated into the Contract and shall prevail over any inconsistent terms or conditions contained, or referred to, in the Order, confirmation of order, acceptance of a Quotation or specification, or implied by law, trade custom, practice or course of dealing.
2.3. The Customer’s Order, or the Customer’s acceptance of a Quotation, constitutes an offer by the Customer to purchase the Goods and Final Images specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Company other than: (a) by a written acknowledgement issued by the Company; or (b) (if earlier) by the Company starting work in order to produce the Goods or the Final Images, when the Contract for the supply and purchase of those Goods and Final Images on these Conditions will be established.
2.4. All Quotations shall be valid for a period of thirty (30) days only unless otherwise agreed in writing by the Company and the Company may withdraw it at any time by notice to the Customer.
2.5. All Quotations are made and all Orders are accepted subject to and upon these Conditions and no addition or variation shall be made or apply unless agreed in writing.
2.6. The Customer accepts that these Conditions and the Quotation constitute the entire agreement (including the performances to be rendered) and govern all relations between it and the Company with regard to the subject matter hereof to the exclusion of any terms and conditions contained in any of the Customer’s documents, including any Order, even if the same purport to provide that the Customer’s own or some other terms shall prevail.
3.1. The Company reserves the right to accept or refuse Orders in its absolute discretion. An Order is accepted as from the date of confirmation of the Order by the Company and accordingly, the Company may, at its discretion, charge a fee for cancellation or postponement as set out in clause 4.5 below.
3.2. Orders must be accompanied by sufficient information and data in accordance with the timescales, on the appropriate media and of the quality set out in the Quotation, in order to enable the Company to proceed with the Order forthwith, otherwise the Company shall be entitled to amend any quoted price to cover any increases in cost which may arise after acceptance of the Order.
4. Charges & Payment
4.1. The Charges for the Goods and Final Images shall be the Company’s quoted Charges as set out in the Quotation (or price calculated at the Company’s standard rates). Where extra costs are incurred by the Company as a result of alterations to the original Order by the Customer, or otherwise at its request, the Customer shall pay such extra costs in addition to the Charges.
4.2. Work produced whether experimentally or otherwise at the Customer’s request will be charged for on a time spent basis at the Company’s then current standard rates unless otherwise agreed in writing in advance. No work shall be undertaken by the Company on a speculative or pro bono basis unless expressly agreed in writing by the Company.
4.3. All payments are exclusive of VAT (or any similar or equivalent tax in any jurisdiction) which shall be payable upon receipt of the appropriate VAT invoice.
4.4. The Company may request that the Customer pays a deposit before the Company commences work, details of which shall be set out in the Quotation. If, for some reason, work does not commence as envisaged, the Company shall, providing that the Customer has not cancelled the Order, return the deposit to the Customer in full. The deposit shall be deducted from the full price set out in the Quotation.
4.5. If the Customer cancels the Order before Delivery of the Final Images then the Company shall be entitled, at the Company’s absolute discretion, to charge the Customer:
(a) up to 50% of the Charges if less than 50% of the Services have been carried out by the Company; and
(b) up to 100% of the Charges if more than 50% of the Services have been carried out by the Company.
4.6. Payment by the Customer (without any deduction or set off) will be, unless otherwise agreed in writing, made within 30 days of the issue of the relevant invoice. Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days, the Company shall then be entitled to invoice and receive payment for work already carried out and any materials specially ordered.
4.7. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date, the Company may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all work and withhold delivery of the Goods until payment has been made in full.
4.8. Any claim or dispute relating to an invoice must be made in writing within thirty 30 days of the date of invoice otherwise the invoice shall be due and payable in accordance with the provisions of these Conditions.
5.1. Delivery of the Goods shall be deemed to take place upon the physical delivery of the Goods by the Company to the Customer or to a third party carrier (“Delivery”). The Customer acknowledges that any delay by the Customer in providing necessary approvals or consents in relation to the Goods or the Final Images may result in a delay in delivery of the Goods and Final Images.
5.2. Any dates specified by the Company for delivery of the Goods or Final Images are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. In no event shall the Company be liable for any delay in Delivery or assume any liability in connection with Delivery.
5.3. Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer in instalments during the provision of the Services or on or at any time after delivery of the Goods or Final Images, as set out in the Quotation or as notified to the Customer by the Company. If the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
6. Risk & Property in the Good & Final Images
6.1. Upon Delivery of the Goods to the Customer, the risk of subsequent loss or damage to the Goods shall be transferred from the Company to the Customer. Where relevant the Company will ensure the Goods in transit on behalf of the Customer only upon the request and at the cost of the Customer.
6.2. Notwithstanding Delivery and the passing of risk, the Goods and the Final Image shall remain the property of the Company until the Goods and Final Images are paid for in full by the Customer and all other sums which are or which become due to the Company from the Customer on any account have been settled in full.
6.3. If for any reason the Customer fails to accept Delivery of any of the Goods when they are ready for Delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence);
(b) the Goods shall be deemed to have been Delivered; and
(c) the Company may store the Goods until Delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
6.4. The Company may deliver the Goods and Final Images by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
6.5. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
6.6. Until ownership of the Goods has passed to the Customer, the Customer shall: (a) hold the Goods on a fiduciary basis as the Company’s bailee; (b) store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily (a) identifiable as the Company’s property; (b) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (c) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
6.7. The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
6.8. The Customer shall examine the Goods and the Final Images contained within the Goods following Delivery of each instalment of such Goods and if the Customer considers that the Goods or the Final Images are not in accordance with the Order it must give the Company notice in writing within 2 working days of Delivery setting out full details.
6.9. If the Customer fails to give notice in accordance with clause 6.8, then the Goods and/or Final Images shall be deemed to be in accordance with the Order and the Customer shall be bound to accept and pay for the same in accordance with these Conditions.
7. The Final Images
7.1. Subject to due compliance by the Customer with its obligations and warranties in relation to the Customer Images under clause 8 below, the Company shall obtain any other necessary or desirable consents and rights clearances in relation to the Final Images and the Company will indemnify the Customer from and against any and all actions, proceedings, losses, expenses, damages, claims and reasonable legal costs suffered or incurred by the Customer (but excluding any indirect or consequential loss) arising out of or in connection with any failure by the Company to obtain any consents or clearances or any other breach of the obligations or warranties set out in this clause.
7.2. The indemnity set out in clause 7.1 is subject to: (a) the Customer notifying the Company promptly in writing of any such claim; (b) the Customer making no admission or settlement of such claim without the Company’s prior written consent; (c) the company having sole control of the defence and any negotiations for compromise; and (d) the Customer providing, at the Company’s expense, all necessary assistance.
7.3. To the extent that the Company owns the Intellectual Property in the Final Images (as set out for in the Quotation), and subject to any third party rights in the Final Images, and due compliance by the Customer with its obligations and warranties in relation to the Customer Images under clause 8 below and subject to and in consideration of the payment by the Customer of all sums due to the Company consideration of the payment by the Customer of all sums due to the Company exclusive worldwide perpetual licence to use the Final Images as part of the Product and the Company reserves the right to receive royalties from the Customer in respect of such use, subject to any alternative arrangements set out in the Quotation. Use of the Final Images for any purpose other than as set out in this Contract (or on any other media than those specified when making an Order) may be permitted by the Company in its absolute discretion but only on such terms as the Company may then agree in writing.
7.4. The Customer will indemnify the Company from and against any and all actions, proceedings, losses, expenses, damages, claims and legal costs suffered or incurred by the Company arising out of or in connection with any use of the Final Images by the Customer otherwise than in accordance with this Contract.
7.5. The licence granted under this clause may not be assigned or sub-licensed without the express written consent of the Company.
7.6. Subject to the licence granted to the Customer under clause 7.3 above, to any part of the Final Images with are owned by third parties and licensed to the Company and to any written agreement between the parties, all Intellectual Property Rights and other rights in and to the Final Images shall remain the property of the Company and, unless otherwise agreed in writing, the Company reserves the right to grant licences to use all or part of the Final Images to any third parties.
7.7. The Company shall provide the third party images to the Customer as part of the Final Images under the licence terms provided by such third parties, copies of which shall be provided to the Customer, and the Customer agrees to be bound by such licence terms.
8. Customer Images
8.1. The Customer shall obtain any necessary or desirable consents and other rights clearances in relation to all Customer Images and warrants that the creation and supply of the Final Images by the Company and the use of the Customer Images will not infringe any copyright, moral rights or other Intellectual Property Rights of any third party and the Customer shall defend, hold harmless and indemnify the Company against all loss, damage, claims, liabilities, fees, costs and expenses arising out of any action brought against the Company based on a breach of the warranty set out in this clause 8.1 or any claim that the Customer Images infringes any Intellectual Property Right of any third party.
8.2. The Customer hereby grants to the Company a non-exclusive, royalty-free licence to use the Customer Images for the purpose of providing the Service. To the extent that the Company creates the Final Images from Customer Images, the Customer hereby grants the Company, a non-exclusive, worldwide, royalty-free licence to use of one Final Image for marketing purposes in Company promotional material and for any other purpose agreed between the parties.
8.3. The Customer shall take all necessary steps to ensure that the Customer Images shall not introduce anything into the Company’s computer systems, including, without limitation, any computer virus, worm, bug or Trojan Horse, which is intended by any person to, is likely to, or may impair the operation of, or cause loss of, or corruption or damage to, the Company’s computer systems or programs or any data held therein.
8.4. Subject to the use licence granted to the Company, all Intellectual Property Rights and other rights in and to the Customer Images shall remain the property of the Customer and the Customer reserves the right to grant a licence to use all or part of the Customer Images to any third parties.
9.1. Neither party excludes the undertakings implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982. The limitations set out in this clause 9 shall not apply to the Customer’s liability to pay the Charges down to the date of termination of this Agreement which shall be in addition to the amounts specified below.
9.2. Neither party excludes or limits liability to the other party in respect of death or personal injury caused by such party’s negligence or any fraudulent pre-contractual misrepresentations made by it on which the other party can be shown to have relied.
9.3. Subject to clauses 9.1 and 9.2, in no event shall any party be liable to any other party under contract, tort (including negligence) or otherwise for loss of profits, loss of sales, loss of or interruption to business, loss of turnover, loss of opportunity, loss of data, increased costs of working, loss of anticipated savings; or any other indirect or consequential damages, even if the loss was reasonably foreseeable or either party has been advised of the possibility of such damages.
9.4. Subject to clauses 9.1, 9.2, 9.3, and 9.6 the maximum aggregate liability of a party to the other party in respect of
all loss, damages, expenses and other liabilities (whether arising under contract or tort (including negligence)) under this Contract shall be limited to the total Charges payable by the Customer under this Contract.
9.5. Except as expressly provided in this Contract both parties exclude all warranties, conditions or other terms, express or implied, by statute collaterally or otherwise regarding the Services or otherwise contemplated by this agreement including but not limited to the implied terms of satisfactory quality and the implied term of reasonable skill and care.
9.6. Goods and Final Images may be submitted for Customer’s approval at interim stages during the provision of the Services and no responsibility will be accepted by the Company for any errors in final proofs which were previously approved by the Customer.
9.7. The Customer should retain back-up copies of all Customer Images and the Company shall not be liable for any damage or loss to any Customer Images or the media upon which Customer Images are stored.
9.8. The Customer acknowledges that in accepting these Conditions it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as may be expressly provided in these Conditions and accordingly any conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
10.1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Contract without liability to the other immediately on giving notice to the other if:
(a) the other party commits a material breach of any of the terms of this 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; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or ( d) a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 10.2. Without prejudice to any other rights or remedies which the parties may have, the Company may terminate this Contract without liability to the Customer immediately on giving notice to the Customer if:
(a) the Customer fails to pay within 30 days of it becoming due any sum payable under this Contract provided however that no such termination shall take effect unless the Company has given the Customer notice of such non payment and the Customer has failed to pay the amount within 10 days of receipt of the notice and in such circumstances the Company reserves its right to take such steps as it sees fit in order to recover payment of outstanding invoices; or
(b) there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001) and the Company believes that such change is likely to result in a material adverse change in the legal, regulatory, ethical or financial prospects of the Company or that there may be a conflict of interests.
10.3. The Company may terminate this Contract at any time by giving the Customer one week’s notice in writing, or such other notice as specified in the Proposal.
10.4. On termination of this Contract for any reason:
(a) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods which have been supplied to the Customer, but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;
(b) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected;
(c) any provision of these Conditions which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect;
(d) all licences of Intellectual Property Rights granted by the Company to the Customer under this Contract shall terminate immediately; and
(e) the parties shall immediately, either return to the other party or, at the other party’s sole option, destroy any of the other party’s Confidential Information (as defined below) in that party’s possession or control at termination.
11.1. Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party or of any member of its group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clause 11.2.
11.2. Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under this Contract, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause as though they were a party to this Contract. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and
(b) as may be required by law, court order or any governmental or regulatory authority.
11.3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Contract are granted to the other party or to be implied from this Contract.
12. Dispute Resolution
12.1. The parties shall attempt, in good faith, to resolve any dispute which arises under the Contract promptly by negotiation which shall, unless otherwise agreed between the parties, be conducted as follows:
(a) the dispute shall be referred, by either party, first to the contract manager of each of the parties for resolution setting out in full the nature of the dispute together with any relevant supporting documentation;
(b) if the dispute cannot be resolved by the parties’ contract managers, within 14 days after the dispute has been referred to them, each party shall refer the dispute to its managing director for resolution;
(c) If the parties’ managing directors are unable or fail, to resolve the dispute within 14 days of the date the reference to them, the parties may attempt to resolve the dispute by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party requesting a mediation. A copy of
the ADR notice should be sent to CEDR Solve. The mediation will start not later than 14 days after the date of the ADR notice. Unless otherwise agreed by the parties, the place of mediation shall be nominated by the mediator.
12.2. No party may commence any court proceedings in relation to any dispute arising out of the Contract until 30 days after the appointment of a mediator, provided that the right to issue proceedings is not prejudiced by a delay.
13.1. Every effort will be made to carry out the Services, but the Company shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations hereunder or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company 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, fire, flood, storm or default of suppliers or sub-contractors.
13.2. If at any time any provision (or part of any provision) of the Contract is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision (or any other part of that provision) of the Contract.
13.3. Each party warrants that it has the requisite power and authority to enter into this Agreement. The Company shall be entitled to assume that any instructions or notices given by the Customer’s employees, agents or contractors to the Company are made with the Customer’s actual authority and the Company shall not be liable in the event that such employee, agent or contractor does not have such authority.
13.4. Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
13.5. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.6. Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.7. The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
13.8. Notice given under the Contract shall be in writing, sent for the attention of the person, and to the postal address, email address or fax number, given in the Contract (or such other postal address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax, by email or sent by pre-‐ paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of an email at the time of receipt of when receipt of the email is acknowledged by the recipient (whether automatically or otherwise), in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted and in the case of an email that an email was sent to the email address of the receiving party.
13.9. The Contract shall be governed by and construed in accordance with the laws of the jurisdiction, that shall not affect or impair the legality, validity or enforceability in that England and, subject to clause 12 (Dispute Resolution), the Company and the Customer hereby submits to the exclusive jurisdiction of the English Courts. 13.10. If at any time any provision (or any part of a provision) is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision the Contract.