B2B Online Sales Terms

B2B ONLINE SALE TERMS – Goods (Spares)

Please read the following important terms and conditions (Terms) before you agree on our website to buy anything from us, and check that they contain everything you want and are willing to agree to.

These Terms set out:

• your legal rights and responsibilities;
• our legal rights and responsibilities; and
• certain key information required by law.

AGREED TERMS

1. About us

1.1 Company details.
(a.) Etesia UK Limited (company number 02623409) (we and us) is a company registered in England and Wales.
(b.) Our registered office is at : C/O Holder Blackthorn Llp Studio 2, 50-54 St Pauls Square, Birmingham, B3 1QS.
(c.) Our main trading address is Greenway House, Sugarswell Business, Shenington, Oxon, OX15 6HW
(d.) Our VAT number is GB 549 841601.

• (e.) We operate the website https://etesia.co.uk. In these Terms, any reference to “our website” or similar expression is to such website, including the section on spares, and any other website operated by to us or another company in the same corporate group as us on which these Terms are published or incorporated to apply for orders.
  1.2 Contacting us.
  (a.) To contact us telephone our customer service team at +44 (0) 1295 680120 or email sales@etesia.co.uk .
  (b.) Our telephone lines are open Monday to Thursday (8:00 am to 4:30 pm) and Friday (8:00 am to 4:00 pm) other than public holidays.
  (c.) How to give us formal notice of any matter under the Contract is set out in clause 15.

2. Our contract with you

2.1 Our contract. The Terms apply to the order by you on or through our website and supply of goods by us to you (Contract). Your own terms and conditions set out (or incorporated by reference in) any purchase order, correspondence or other document or communication from you or your representative shall not apply to the Contract. No other terms are implied by trade, custom, practice, or course of dealing. A separate Contract applies for each such order you place with us.
2.2 Business Customer Status. You affirm that you are entering into the Contract and placing an order under it wholly or mainly for the purposes of your business, craft, trade or profession and NOT as a consumer.
2.3 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.4 Language. These Terms and the Contract are made only in the English language. Translations into any other language are not legally binding.
2.5 Your copy. You should print a copy of these Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. We will confirm our acceptance of your order to you by sending you an email that confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between you and us will only be formed when we send you the Dispatch Confirmation.
3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not fulfil your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
3.6 Reselling. You cannot resell the Goods for any unlawful purpose or for any purpose for which the Goods were not manufactured or intended for.

4. Our goods

4.1 The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.2 Although we have made every effort to be as accurate as possible, all sizes, weights, speeds, rates, capacities, dimensions and measurements indicated on our website have a 5% tolerance.
4.3 The packaging of your Goods may vary from that shown on images on our website.
4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, or to improve quality or performance.
4.5 We do not supply Goods based on drawings, designs, specification or bespoke requirements of Customers. However, if any reason we do agree for Goods to be made, assembled or supplied based on your drawings, designs, specification or requirements (Your Requirements):
(a.) you confirm that you have the right to provide Your Requirements without infringing any confidentiality, intellectual property or other rights of any kind of any other person;
(b.) you must ensure that Your Requirements are accurate, up to date, not misleading and promptly notify us of any change;
(c.) we aren’t responsible for loss or other liability due to following Your Requirements and can’t accept returns if Goods match them; and
(d.) you agree to cover all costs and other losses (on a full indemnity basis) that we incur, suffer or sustain due to your non-compliance with this clause 4.5.
4.6 You will cover the cost of any alterations to designs or specifications requested by you.

5. Return and refund

5.1 If you want to cancel the Contract and receive a refund, you must notify us in writing. However, subject to the warranty terms under clause 11 and the specific cancelation right under clause 14.3, you do not have a right to cancel in the case of any of any Goods:
(a.) which become mixed inseparably (or incorporated with) other items after their delivery;
(b.) that are used or damaged after delivery to you;
(c.) that are not returned to us within 15 working days of delivery to you; or
(d.) to which any combination of any of the above applies.
5.2 You can email us at sales@etesia.co.uk . Please include details of your order in your email to help us to identify it. If and when we accept your cancelation, it is effective from the date you send us the email or post the letter to us.
5.3 We are entitled to charge you sunk costs incurred or committed to by us before receiving your cancellation notice mentioned above. “sunk costs” include: (i) time and materials expended in preparation for the Goods, and (ii) supply chain costs, including payment processing costs, that our suppliers will not cancel and which we cannot recover from any other customer promptly after your cancellation. Such sunk costs will be deducted from any amounts received from you for the ordered Goods. If there are insufficient amounts from you that can cover the sunk costs, your cancellation of the order will be deemed suspended until we receive payment of the outstanding sunk costs in full.
5.4 If you have returned the Goods to us under clause 11 because they are faulty or mis-described, the terms under clause 11 shall apply.

6. Delivery, transfer of risk and title

6.1 We will contact you with an estimated delivery date, in or after the Dispatch Confirmation.
6.2 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 for our responsibilities when this happens.
6.3 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order or collected by you or a carrier organised by you to collect them from us and the Goods will be at your risk from that time.
6.4 You own the Goods once we have received payment in full for the Goods or, if later, once the Goods have been delivered to you, including of all applicable delivery charges.
6.5 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
6.6 If you fail to take delivery on which we notified you that the Goods were ready for delivery or when the first attempt to delivery is made, Goods will be returned to our premises or the premises of couriers or similar service providers undertaking the delivery, and you must arrange re-delivery. Handling and storage fees may apply.
6.7 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery or when the first attempt to delivery is made, we may resell part of, or all the Goods. We shall repay you the price you paid for the Goods after deducting reasonable storage, insurance and selling costs and any shortfall between the resale price and the price you paid for the Goods.

7. International delivery

7.1 If our checkout process does NOT allow an order to be placed through our website for a country or territory outside the UK, the order is to be considered and processed through a different process and subject to its own terms and conditions.
7.2 If our checkout process does allow an order to be placed through our website for a country or territory outside the UK, your order may be subject to import duties, tariffs and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges, and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
7.3 In any event, you must comply with all applicable laws and regulations of the country or territory for which the Goods are resold or used outside the UK. We will not be liable or responsible if you or any of your direct or indirect customers or respective representatives resell or use the Goods outside the UK or break any such law.

8. Price of goods and delivery charges

8.1 The prices of the Goods will be as quoted on our website at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
8.4 The price of the Goods does not include delivery charges or anything within the scope of clauses 7.2 and 7.3 above. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
8.5 We sell different types of Goods through our website. It is always possible that, despite our reasonable efforts, some of the Goods on our website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a.) where the Goods’ correct price is less than the price stated on our website, we will charge the lower amount when dispatching the Goods to you; and
(b.) if the Goods’ correct price is higher than the price stated on our website, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not fulfil your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

9. Payments

9.1 You can only pay for Goods using a regulated payment platform that we specify or use during the checkout process from time to time or by debit or credit card. You must not make payment through such payment platform, from any back account or by using any debit or credit card or money that does not belong to you or which is not authorised for use by the owner of the same. The following applies for certain payment platforms we may from time to time allow payments to be made through during our checkout process:

Platform Link to the Platform’s Terms and Conditions Link to the Platform’s Privacy Policy/Notice

• Stripe Stripe Legal Terms & Conditions | Stripe Privacy Policy
• PayPal PayPal User Agreement | PayPal Privacy Policy
• Apple Pay Apple Pay Terms & Conditions | Apple Pay Privacy Policy
• Google Pay Google Pay Terms of Service | Google Pay Privacy Policy

9.2 Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Goods.
9.3 All payments to us must be made in full without any deduction or withholding for any reason. You cannot set-off any amount owed by us to you from any amount owed by you to us, without our express prior written consent.
9.4 If we do not receive full payment from you on the due date under the Contract then, without prejudice to any of our other rights or remedies, we shall be entitled to:
(a.) suspend all or any outstanding or further deliveries to you under the Contract or any other contract we may have with you and in such event you shall not be released from your obligations to us under that Contract or any other contract;
(b.) appropriate any payment made by you to such of the Goods (or the goods and/or services supplied under any other contract between you and us) as we may think fit (notwithstanding any purported appropriation by you); and
(c.) charge interest to you on the amount unpaid, at the annual rate of 3 per cent per annum above the base lending rate from time to time of the Bank of England (or successor body) accruing daily until payment in full is made whether before or after any judgement – and you shall pay the interest together with the overdue amount;
(d.) demand immediate payment of all outstanding payments not otherwise due; or
(e.) do any combination of any of the above.
9.5 Irrespective of the method of payment, without prejudice to our other rights or remedies, we reserve the right not to dispatch the Goods until we receive full payment for them.

10. Manufacturer’s guarantee

Where the Goods are not manufactured by us they may come with a manufacturer’s warranty/guarantee. For details of the applicable terms and conditions, please refer to any manufacturer’s warranty/guarantee provided with the Goods. We are not responsible for the manufacturer’s warranty/guarantee issued by a third party. Any of your communications or claims concerning such manufacturer’s warranty/guarantee must be sent to the manufacturer.

11. Our warranty for the goods

11.1 We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
11.2 We provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall:
(a.) subject to clause 4, conform in all material respects with their description; and
(b.) be free from material defects in design, material and workmanship.
11.3 Subject to clause 11.4, if:
(a.) you give us notice in writing within 72 hours of discovery (or 72 hours of delivery in case of anything that can reasonably be discovered on a visible inspection without removing packaging) that some or all of the Goods do not comply with the warranty set out in clause 11.2;
(b.) you complete and return a warranty claim form provided by us after your notification;
(c.) we are given a reasonable opportunity of examining the Goods; and
(d.) you return the Goods to us at your cost within 15 working days of purchase,
we will, at our option, as your sole remedy, repair or replace the defective Goods, or refund the price of the defective Goods in full.
11.4 We will not be liable for breach of the warranty set out in clause 11.2 if:
(a.) you do not notify us within the period required by clause 11.3 or do not comply with the other requirements of clause 11.3;
(b.) you make any further use of the Goods after giving notice to us under clause 11.3;
(c.) you have not paid for the Goods in full;
(d.) the defect or non-conformity arises from:

• us following Your Requirements or having to make changes due to law or regulatory requirements;
• you not following any drawing, design, specification, guidance or instructions supplied by us or the manufacturer of the Goods;
• fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
• you using the Goods for an unlawful purpose (including, but not limited to, the use being a criminal offence); or
• non-compliance with laws, regulations or standards of any jurisdiction or territory outside the UK;
  (e.) you alter or repair the Goods without our express prior written consent;
  (f.) the Goods differ from their description or specification because of changes made to ensure they comply with applicable statutory or regulatory requirements;
  (g.) the manufacturer of the Goods agrees to compensate you or repair or replace the Goods; or
  (h.) if any combination of any of the above applies.
  11.5 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
  11.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. We will not be responsible for ensuring that the Goods are suitable for your purposes.
  11.7 These Terms also apply to repaired or replacement Goods we supply. However, such repaired or replacement Goods only benefit from the remaining warranty period of the original Goods and do not have a separate warranty period.
  11.8 If we accept that you have an urgent need for the Goods to repaired or replaced because of an alleged breach of the warranty under clause 11.2 above:
  (a.) we can sell you more Goods on advance payment in full; and
  (b.) if the warranty claim results in your favour, we will refund the cost of the sold Goods under clause 11.8, and those Goods will have the benefit of the remaining warranty period of the original Goods and do not have a separate warranty period.

12. Our liability: your attention is particularly drawn to this clause

12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
12.3 Nothing in these Terms limits or excludes our liability for:
(a.) death or personal injury caused by our negligence;
(b.) fraud or fraudulent misrepresentation;
(c.) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d.) any other liability that cannot be limited or excluded by law.
12.4 Subject to clause 12.3, we will under no circumstances be liable to you for:
(a.) any loss of profits, sales, business, or revenue;
(b.) loss or corruption of data, information or software;
(c.) loss of business opportunity;
(d.) loss of anticipated savings;
(e.) loss of goodwill;
(f.) wasted expenditure;
(g.) punitive damages;
(h.) any indirect or consequential loss;
(i.) any unforeseeable losses (a loss is “unforeseeable” if it is not an obvious consequence of our breach or negligence or if it is not contemplated by you and us when the Contract is created;
(j.) any direct or indirect loss or liability of any kind to the extent caused by, contributed to by or made worse by:
• any Event Outside Our Control (see clause 14 for more information on this);
• any statement, act or omission by you, your contractors or respective representatives or agents of any kind;
• any statement, act or omission by any manufacturer of Goods where we have not manufactured the Goods;
• any act, event or circumstance for which we are not responsible or liable for under any other provisions of these Terms or the law; or
• any combination of any of the above;
12.5 Subject to clause 12.3 and the remedies provided under clause 11 (in that order), our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 100% of the price of the Goods ordered under the Contract.

13. Termination

13.1 Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a.) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(b.) you fail to pay any amount due under the Contract on the due date for payment;
(c.) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(d.) you enter into any formal administration, liquidation, winding-up or other formal insolvency or dissolution process; or
(e.) your financial or solvency position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14. Events outside our control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act, event or circumstance beyond our reasonable control or the reasonable control of any of the suppliers in our supply chain (Event Outside Our Control). Without limitation, any delay caused by us receiving components or other elements of Goods from third-party suppliers shall be treated as an Event Outside Our Control.
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a.) we will contact you as soon as reasonably possible to notify you; and
(b.) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

15. Communications between us

15.1 When we refer to “in writing” in these Terms, this includes email.
15.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or email.
15.3 A notice is deemed to have been received:
(a.) if delivered by hand, at the time the notice is left at the proper address;
(b.) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c.) if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16. General

16.1 Interpretation Rules: “will,” “shall,” and “must” have the same meaning. Headings or sub-headings don’t affect the Contract’s interpretation or application. References to including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term appearing before or after such expressions. References to legislation include all respective updates and replacements, and all respective subordinate legislation. Singular words include the plural, and vice versa. Where a party is prohibited or restricted from doing something under the Contract, such party will also be deemed to ensure that such thing is not done with, through or for any other person.
16.2 Sub-contracting: We may fulfil or perform any part for the Contract directly or through any subcontractor.
16.3 Data Protection: We process personal data in accordance with our privacy notice at https://etesia.co.uk/privacy-policy . You and we are independent controllers of personal data under applicable UK data protection laws. Each party will independently meet its obligations under these laws at its own expense. If either party becomes a processor for the other, both parties will cooperate to promptly agree on and enter into a data processing agreement that complies with such UK data protection laws.
16.4 Confidentiality: You will: (i) keep the Contract terms, disputes, settlements, communications, dealings, and shared information confidential, and (ii) not disclose this information to third parties, any time after placing. The confidentiality and non-disclosure obligations starts when you place your order under the Contract and continues until delivery has completed or the Contract is terminated, plus 60 months after that. If the law allows such obligation to continue after that then it will so continue for as long as the law allows. However, disclosure is allowed at any time if: (i) required by law (e.g., court order), (ii) applicable information is shared with employees, officers, or advisers to understand, apply or enforce the Contract (provided they also keep it confidential) or (iii) the information is or became public other than by you breaching this clause.
16.5 Intellectual Property Rights.
(a.) As between the you and us, we retain ownership of all patents, trademarks, trade secrets, know-how, copyright and all other intellectual property rights of any kind whatsoever in or concerning the following in respect of the territory of England and Wales (Relevant IPR):
• Goods (including software in the Goods);
• documents relating to the Goods issued by us and all other information published by us on our website or in our promotional/marketing materials concerning our Goods (Published Content).
(b.) You are only entitled to use the software in the Goods and Published Content to understand and use the Goods.
(c.) You shall not reverse engineer, copy, duplicate, distribute, reproduce, or create derivative works based on any aspect(s) of the Goods and/or Published Content without our express prior written consent.
(d.) You shall take all necessary measures to prevent any unauthorised use, disclosure, or copying of any aspect(s) of the Goods and/or Published Content.
16.6 Platform Usage. Without prejudice to clause 16.5:
(a.) The following applies in addition to any terms and conditions on our website concerning access and use of such site.
(b.) Using our website to place orders is temporary and subject to availability. Compliance with our Terms is required, and we may terminate your access to ordering on or through our website at any time without notice. If you create or log in to an account on our website, you must follow its terms, keep your username and password secure, and notify us immediately if you suspect unauthorised access.
(c.) You must ensure anyone placing orders on your behalf has proper authority. By placing orders, you confirm your authorisation, agreement to these Terms, and compliance with applicable laws. We may disclose your identity to third parties if your postings violate intellectual property, privacy, or other legal rights. We reserve the right to remove materials that breach our Terms or the law.
(d.) You must not upload, share, or transmit illegal, harmful, or infringing materials, including those that violate intellectual property or promote discrimination, violence, or malware. Unauthorised copying, modifying, or exploiting the site, its content, or related software is prohibited, as is using content from the site to develop competing products or services.
(e.) All copyrighted materials, trademarks, and proprietary content on our website belong to us or our licensors. You may only use them to understand or use the Goods (or to understand, apply or enforce the Contract) and must not modify, distribute, or reproduce them without our express prior written consent. You need our express written consent to link our website in or through any of your websites, applications, communications, documents or publications.
(f.) We may provide links to third-party sites or applications for convenience. These are not under our control or responsibility, and we do not endorse or guarantee their content, products, or services. Any interactions with such third parties are at your own risk and governed by their terms and conditions, which take precedence only when consistent with ours.
16.7 Advice. No information given by us to you is to be considered, relied upon or used as:
(a.) legal, financial, valuation or commercial advice; or
(b.) a recommended commercial choice (you must make your own commercial choices).
16.8 Variation: No variation of the Contract shall be binding or enforceable unless it is in writing and signed by the parties (or their authorised representatives).
16.9 Transfer of Rights: We may assign our rights under or concerning this Contract to another party, for example, if we sell our business. If this happens, we will inform you in writing, and your rights under the Contract will not be affected. You cannot assign your rights under or concerning this Contract without our express prior written consent.
16.10 Severance: If any part of these Conditions is found to be invalid or unenforceable, the remaining provisions will still apply unless the invalid part is essential to the Contract.
16.11 Waivers: A purported waiver of a right must be in writing for it to be binding and enforceable. A grant of extra time for you to comply, or our delay in enforcing any of our rights, will only be treated a waiver if we make or confirm the waiver expressly in writing.
16.12 Third Party Rights: The Contract is between you and us. No third party can enforce any part of it by virtue of the Contracts (Rights of Third Parties) Act 1999.
16.13 No Derogatory Statements: You will not make any statements or comments about us or the Goods, to any third party, on any online or offline forum/platform or in any other way, in each case that can reasonably be considered to be defamatory, derogatory or (even if true) deliberately or negligently designed or intended to harm our reputation or commercial success.
16.14 Governing Law & Jurisdiction: The Contract is governed by English & Welsh laws, and both parties agree to the exclusive jurisdiction of the English and Welsh courts.