Website Terms & Conditions
If you disagree with any part of these terms and conditions, please do not use our website. The term ‘Catsurveys Limited’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is The Stable, Codham Hall, Great Warley, Brentwood, Essex, CM13 3JT. The term ‘you’ refers to the user or viewer of our website.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website. Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Terms and Conditions of Purchase
1.1 Definitions. In these Conditions, the following definitions apply:
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Catsurveys" means Catsurveys Limited (company number 5118397) whose registered offices are at The Stable, Codham Hall Lane, Great Warley, Brentwood, Essex, CM13 3JT.
"Commencement Date" has the meaning set out in Clause 2.2.
"Conditions" means these terms and conditions as amended from time to time in accordance with Clause 17.10.
"Contract" means the contract between Catsurveys and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
"Deliverables" means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
"Goods" means the goods (or any part of them) set out in the Order.
"Goods Specification" means any specification for the Goods, including any related plans and drawings, that is agreed in writing by Catsurveys and the Supplier.
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Order" means Catsurveys's order for the supply of Goods and/or Services, as set out in Catsurveys's purchase order form.
"Services" means the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
"Service Specification" means the description or specification for Services agreed in writing by Catsurveys and the Supplier.
"Supplier" means the person or firm from whom Catsurveys purchases the Goods and/or Services.
2. Basis of contract
2.1 The Order constitutes an offer by Catsurveys to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Order; or
(b) any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3 Subject to Clause 2.4, these Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of Goods and Services except where the application to one or the other is specified.
3. Supply of Goods
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Goods Specification;
(b) be capable of any standard or performance specified in the Order;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Catsurveys, expressly or by implication, and in this respect Catsurveys relies on the Supplier's skill and judgment;
(d) where applicable, be free from defects in design, materials and workmanship; and
(e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3.3 Catsurveys shall have the right to inspect and test the Goods at any time before delivery.
3.4 If following such inspection or testing Catsurveys considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at Clause 3.1, Catsurveys shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and Catsurveys shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4. Delivery of Goods
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires Catsurveys to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Order or, if no such date is specified, then within 14 days of the date of the Order (time being of the essence);
(b) to such location as is set out in the Order or as instructed by Catsurveys before delivery ("Delivery Location");
(c) during Catsurveys’s normal hours of business on a Business Day, or as instructed by Catsurveys.
4.3 Delivery of the Goods shall occur on the completion of unloading of the Goods at the Delivery Location. Any instructions or other information required to enable Catsurveys to accept delivery of the Goods and/or performance of the Services must be provided to Catsurveys at least seven days before the anticipated delivery/performance.
4.4 The Supplier will repair or replace, free of charge, Goods damaged or lost in transit provided Catsurveys shall give the Supplier written notification of such damage or loss within such time as will enable the Supplier to comply with the carrier's conditions of carriage as affecting loss or damage in transit, or where delivery is made by the Supplier's own transport within a reasonable time.
4.5 In addition to any other right that Catsurveys may have under these Conditions it shall be entitled to postpone the date of delivery for whatsoever period it thinks fit upon giving notice in writing to the Supplier provided that Catsurveys shall pay such of the Supplier's reasonable storage charges as in the circumstances Catsurveys shall in its absolute discretion see fit.
4.6 The Supplier shall not deliver the Goods in instalments without Catsurveys’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Catsurveys to the remedies set out in Clause 7.1.
4.7 Title and risk in the Goods shall pass to Catsurveys on delivery.
5. Supply of Services
5.1 The Supplier shall from the date set out in the Order and for the duration of the Contract provide the Services to Catsurveys in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by Catsurveys.
5.3 In providing the Services, the Supplier shall:
(a) co-operate with Catsurveys in all matters relating to the Services, and comply with all instructions of Catsurveys;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by Catsurveys;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Catsurveys, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
(h) observe all health and safety rules and regulations, and any other security requirements that apply at any of Catsurveys premises;
(i) hold all materials, equipment and tools, drawings, specifications and data supplied by Catsurveys to the Supplier ("Catsurveys Materials") in safe custody at its own risk, maintain Catsurveys Materials in good condition until returned to Catsurveys, and not dispose or use Catsurveys Materials other than in accordance with Catsurveys’s written instructions or authorisation; and
(j) not do or omit to do anything which may cause Catsurveys to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Catsurveys may rely or act on the Services.
6. Catsurveys remedies
6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, Catsurveys shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
(c) to recover from the Supplier any costs incurred by Catsurveys in obtaining substitute goods and/or services from a third party;
(d) where Catsurveys has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums immediately refunded by the Supplier; and
(e) to claim damages for any additional costs, loss or expenses incurred by Catsurveys which are in any way attributable to the Supplier's failure to meet such dates.
6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in Clause 3.1, then, without limiting its other rights or remedies, Catsurveys shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by Catsurveys in obtaining substitute goods from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by Catsurveys arising from the Supplier's failure to supply Goods in accordance with Clause 3.1.
6.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
6.4 Catsurveys’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.
7. Catsurveys’s obligations
7.1 Catsurveys shall:
(a) provide such information as the Supplier may reasonably request for the provision of the Services and Catsurveys considers reasonably necessary for the purpose of providing the Services.
(b) Provide any specific requirements as set out in the Order.
8. Charges and payment
8.1 The price for the Goods:
(a) shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and
(b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods and any duties or levies, unless otherwise agreed in writing by Catsurveys. No extra charges or increase of the price for the Goods shall be effective unless agreed in writing and signed by Catsurveys.
8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Catsurveys, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
8.3 Any changes to the charges has to be agreed in writing by Catsurveys, for the avoidance of doubt this includes any changes to the charges that occur due to changes on site including but not limited to stand down time.
8.4 The Supplier accepts that the Supplier will not carry out any work that will increase the charges unless there is prior agreement in writing from Catsurveys.
8.5 The Supplier accepts that any increase in the charges will be on an open book basis and will make all necessary information freely available to Catsurveys on request.
8.6 In respect of Goods, the Supplier shall invoice Catsurveys on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Catsurveys on completion of the Services or in accordance with the specific requirements of the Order or the Principle Contract (Principle Contract). Each invoice shall include such supporting information required by Catsurveys to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
8.7 In consideration of the supply of Goods and/or Services by the Supplier, Catsurveys shall pay the invoiced amounts no later than 30 days following the receipt by Catsurveys of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
8.8 All amounts payable by Catsurveys under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Catsurveys, Catsurveys shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.9 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This Clause shall not apply to payments that the defaulting party disputes in good faith.
8.10 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Catsurveys to inspect such records at all reasonable times on request.
8.11 Catsurveys may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Catsurveys against any liability of Catsurveys to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
9. Intellectual property rights
9.1 In respect of the Goods and any goods that are transferred to Catsurveys as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Catsurveys, it will have full and unrestricted rights to sell and transfer all such items to Catsurveys.
9.2 The Supplier assigns to Catsurveys, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
9.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
9.4 The Supplier shall, promptly at Catsurveys’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as Catsurveys may from time to time require for the purpose of securing for Catsurveys the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to Catsurveys in accordance with Clause 10.2.
9.5 All Catsurveys Materials are the exclusive property of Catsurveys.
10. Indemnity and Liability
10.1 The Supplier shall keep Catsurveys indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered incurred by Catsurveys as a result of or in connection with:
(a) any claim made against Catsurveys for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against Catsurveys by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against Catsurveys by a third party arising out of or in connection with the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
10.2 Nothing in these Conditions shall limit or exclude either party's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act and section 12 of the Sale of Goods Act 1979; and
(d) any other liabilities not capable of being limited or excluded by law.
10.3 Subject to Clause 11.2, Catsurveys’s total liability to the Supplier in respect of all other losses arising under or in connection with each Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price due to the Supplier under the relevant Order.
10.4 This Clause 11 shall survive termination of the Contract.
11.1 The Supplier undertakes to take out and maintain insurance cover in full force and effect at its own cost with an insurance office of repute to cover its liabilities under the Contract.
11.2 The Supplier shall produce at Catsurveys’s reasonable request a copy of the insurance policy or policies and the relevant renewal receipts for inspection by Catsurveys.
12.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes and 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, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this Clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
12.2 This Clause 13 shall survive termination of the Contract.
13. Flow down terms
13.1 Save in relation to any commercially sensitive information and Catsurveys rates and prices in the Principle Contract, the Supplier is deemed to have full knowledge of and agrees to comply with the provisions of the Principle Contract so far as they are applicable to the provision of Goods and/or Services.
13.2 The Supplier accepts that the Supplier has full knowledge and understanding of any specifications or standards that are defined in the Principle Contract so far as they are applicable to the provision of Goods and/or Services.
13.3 In the event of any conflict between any of the documents comprising the order the provisions of the Principle Contract take precedence.
14.1 Without limiting its other rights or remedies, Catsurveys may terminate the Contract:
(a) in respect of the supply of Services, by giving the Supplier written notice; and
(b) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. Catsurveys shall pay the Supplier properly evidenced, fair and reasonable costs for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
14.2 In any of the circumstances in these Conditions in which a party may terminate the Contract, where Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
14.3 Without limiting its other rights or remedies, Catsurveys may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
(b) the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(c) the Supplier passes a resolution for its winding-up or a court of competent jurisdiction makes an order for the winding-up or dissolution of the Supplier;
(d) any steps are taken for the making of an administration order or the appointment of an administrator under the out-of-court procedure under the Enterprise Act 2002 or notice is given of an intention to appoint an administrator in relation to the Supplier or any steps are taken for the appointment of a receiver or administrative receiver, or an encumbrancer takes possession or sells, any of the Supplier's assets; or
(e) the Supplier is unable to pay its debts (within the meaning of Section 123, Insolvency Act 1986), ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the innocent party means that the Supplier may be unable to pay its debts.
14.4 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
14.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
15. Consequences of termination
15.1 On termination of the Contract for any reason, the Supplier shall immediately deliver to Catsurveys all Deliverables whether or not then complete, and return all Catsurveys Materials. If the Supplier fails to do so, then Catsurveys may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
16. Alternative dispute resolution
16.1 Subject to Clause 16.4, if a dispute arises out of or in connection with the Contract, the parties shall:
(a) within 28 days of written notice of the dispute being received by the receiving party in good faith seek to resolve the dispute through negotiations between the parties’ senior representatives who have the authority to settle it; and
(b) not pursue any other remedies available to them until at least 28 days after the first written notification of the dispute.
16.2 The parties shall use reasonable endeavours to resolve the dispute.
16.3 If the dispute is not resolved in accordance with this Clause, either party may propose to the other in writing that the matter be referred to a non-binding mediation. If the parties are unable to agree on a mediator either party may apply to the Centre for Dispute Resolution (CEDR) to appoint one.
16.4 Nothing in this Clause shall prevent any party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional judicial relief as it considers necessary to avoid irreparable damage.
17.1 Catsurveys may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2 The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Catsurveys.
17.3 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
17.4 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 17.3; if sent by pre-paid first class post or other next working day delivery service, 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 fax or e-mail, one Business Day after transmission.
17.5 The provisions of Clause 17.4 shall not apply to the service of any proceedings or other documents in any legal action.
17.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Contract.
17.7 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.8 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
17.9 A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.10 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Catsurveys.
17.11 The Supplier shall, and shall procure that each of its subcontractors shall, take reasonable steps to ensure that slavery and human trafficking (as such phrase is defined in section 54(12), Modern Slavery Act 2015) is not taking place in any of its supply chains or in any part of its own business. The Supplier shall, at Catsurveys’s request, provide Catsurveys with a statement of any such steps it has taken, and such other information as Catsurveys may reasonably require in order to enable it to prepare a slavery and human trafficking statement in accordance with section 54, Modern Slavery Act 2015. The Supplier shall notify Catsurveys immediately if it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract.
17.12 The 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 the law of England and Wales.
17.13 Subject to Clause 16, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).