Terms and Conditions for Supply of Services

These Conditions apply to and govern all services which may be provided by VineWorks Ltd (“Vine Works”) to the Customer and include (but shall not be limited to) the following services:

• Consultancy
• Planting and installing vineyards
• Trellis installation
• Provision of labour or machinery operators
• After installation services including pruning and maintenance
• Vineyard management and management services

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Applicable Data Protection Laws: means:

• To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
• To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Applicable Laws: all applicable laws, statutes, regulations from time to time in force.

Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with Clause 10.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 16.5.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Customer: the person or firm who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 9.2.

Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

Daily Rate: The Supplier’s standard daily rate from time to time as specified in the Order Form.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

Deposit: a non-refundable deposit as specified in the Order Form or, in the absence of one being stated in the Order Form, 20% of the total costs (excluding VAT) quoted in the Order Form.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Intellectual Property Rights: 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: The Customer's written acceptance to the Supplier of the Order Form.

Order Form: a written Order Form to the Customer for the supply of services including a description or specification of the Services.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order Form.

Site: the premises at which Services are to be carried out.

Supplier: VineWorks Ltd registered in England and Wales with company number 07226456 and having its registered office at Amelia House, Crescent Road, Worthing, West Sussex, BN11 1QR.

Supplier Materials: has the meaning set out in clause 9.1(f).

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.2 Interpretation:

(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended, or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes fax and email.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).

2.3 In the event that the Customer wishes to vary the terms of the Order Form (including the scope of the Services), such request must be made in writing to the Supplier. A request for variation of the Order Form shall not constitute an Order but an offer to purchase the Services on the varied terms. The Order shall only be deemed to be accepted when the Supplier issues written acceptance.

2.4 Any samples, drawings, descriptive matter, marketing material or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued, or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

2.6 Any Order Form given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

2.7 The Supplier may amend these Conditions from time to time. The Customer will be subject to the Conditions in force at the time the Services are ordered unless a change in the Conditions is required by law or varied in accordance with clause 16.5

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Order Form in all material respects.

3.2 Subject to clause 5, if during the performance of Services, additional work is required to perform the Contract than originally envisaged in the Order Form (because of the condition of the Site or otherwise), the Supplier reserves the right not to undertake such additional work until a further Order Form is accepted in writing by the Customer.

3.3 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 23 VINEYARD ESTABLISHMENT at VineWorks Ltd www.vine-works.com // +44 (0)1273 891777 // Unit 20, St Helena Farm, Plumpton Green, East Sussex BN7 3DH

3.4 The Supplier will endeavour to perform the Services each Business Day between the hours of 9am to 5pm, however the Supplier reserves the right to work during any hours of daylight to complete the Services. If provision of the Services being carried outside of the hours of 9am to 5pm will cause inconvenience or problems to the Customer, the Customer must notify the Supplier as soon as reasonably possible.

3.5 The Supplier reserves the right to amend the Order Form if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.6 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.7 All verbal and written advice provided by the Supplier is in good faith and based on the information provided by the Customer and/or observed during a site visit. The Supplier accepts no liability for any action taken by the Customer and its third-party contractors upon which Supplier advice was given.

4. Supply of Vines

4.1 Vines are imported from trusted European Nurseries and Orders cannot be amended or cancelled after 14 days from the date of order.

4.2 On some occasions, the clone and rootstock of vine may differentiate from the vine stated on the Order Form and substituted for the nearest variety, clone and rootstock. . In any event, the Supplier will notify the Customer of any change.

4.3 All imported vines are subject to inspections by the Department for Environment, Food & Rural Affairs (DEFRA) and the Animal and Plant Health Agency (APHA). In the event that vines are found to have Xylella or another disease requiring destruction and not pass the inspection, it is a legal requirement for such vines to be destroyed. The Supplier accepts no liability for loss of yield, income or incurred expenses associated with diseased vines.

4.4 In the first year of planting, it is industry standard to expect a small failure rate of new plants The Supplier accepts no liability and is under no obligation to replace. In the event that a large number of new plants fail, please contact 01273 891777 so that the matter can be raised with the third-party supplier. It is the Customers own responsibility to examine the vines on receipt and advise the Company regarding any defects or shortages. No complaints relating to defects or shortages apparent on such inspection will be accepted unless notified within 48 hours in writing from the date of delivery.

4.5 The Company’s liability for vines supplied is limited to replacement of faulty goods or at the Company’s option a refund of the purchase price and no liability for consequential loss or damage is accepted. The Company does not offer a guarantee since the Company has no control over planting and maintenance of product.

4.6 Compensation for shortfalls in delivery will be limited to the value of goods not delivered and no liability for consequential loss is accepted.

5. Supply of Labour

5.1 The Supplier will engage, supervise, and direct any temporary workers provided to the Customer (“Temporary Workers”) as independent contractors and make payment to such Temporary Workers at an hourly rate. The Customer agrees not to make payment to supervise or direct any Temporary Worker provided by the Supplier.

5.2 For each Temporary Worker requested by the Customer, the Customer will provide the Supplier with: (a) The date on which the Temporary Worker is to commence work and the duration; (b) The scope of the work required; and (a) The location and hours required.

5.3 The Customer must notify the supplier within 24 hours of the Temporary Worker’s start date via email to their designated contact via email and by phone on 01273 891777 if they are no longer required otherwise a cancellation charge 24 VINEYARD ESTABLISHMENT at VineWorks Ltd www.vine-works.com // +44 (0)1273 891777 // Unit 20, St Helena Farm, Plumpton Green, East Sussex BN7 3DH equivalent to 8 hours full labour rate of each Temporary Worker no longer instructed will be issued.

5.4 The Customer undertakes to the Supplier, whether directly or indirectly, and whether on their own behalf, or on behalf of, or jointly with, any other person at any time during the provision of Services and during the period of 3 months from termination not to employ or engage, or offer to employ or engage, or solicit or otherwise attempt to entice away from the Supplier, any Temporary Worker.

5.5 In the event of default of clause 5.4, the Customer shall pay the Supplier a sum equivalent to 30% of the then current annual remuneration of the relevant Temporary Worker.

6. Preparation of the Site for the Supply of Services

6.1 The Site must be prepared adequately for the Services as per the agreed specification from the vineyard establishment department (particularly if the Services include the installation of vine plants, trellis systems or deer fencing).

6.2 The Customer must notify the Supplier before the commencement of any Services in the event the Site is located above or close to any underground installations and/ or subsurface utility (including water mains, gas mains and electricity cabling) or the Customer may be liable pursuant to Clause 13.5.

6.3 Unless otherwise agreed in writing, preparation of the Site shall be the Customer’s responsibility. In the event that the Supplier is required to carry out preparation work to the Site before the commencement of any Services, the Supplier has a right to charge for an additional work carried out at their Daily Rate.

6.4 The Customer agrees not to disturb the ground during the planting and installation of trellising.

6.5 If the Site is not accessible at a time agreed for the Services, the Supplier will charge the Customer for the time lost at their Daily Rate.

7. Additional or Incidental Services

7.1 Any additional (or incidental) services which are not described in the Order Form but which the Customer requires (after the Commencement Date) shall be agreed between the parties by way of a separate Order Form.

8. Complaints, Defective services, and Returns

8.1 In the unlikely event the Services do not comply with these Conditions, or the Customer is not satisfied with the quality of Services, or supervision of the Services, the Customer must let the Supplier know as soon as possible in writing. Upon investigation of the complaint, the Supplier may re-perform the Services to the extent necessary to make the Services compliant with these Conditions.

8.2 These Conditions will apply to any replacement Services supplied to the Customer.

8.3 In the event the Customer considers the Deliverables to be defective, the Customer must immediately inform the supplier by no later than 24 hours after discovery of the defect.

8.4 Any surplus trellis materials may be returned to the Supplier in the same condition as sold within 14 days of completion. The Supplier will not be liable for any transportation costs and the return of trellis materials is entirely at the Supplier’s discretion. The Customer may incur a re-stocking fee of 20%.

8.5 All non-stock items must be paid in full on Completion and are non-refundable.

9. Customer's obligations

9.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Order Form are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Site, office accommodation and other facilities as reasonably required by the Supplier;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Site in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;

(g) ensure that you have on Site or arranged for equipment to off-load and receive materials;

(h) at the conclusion of any applicable planting or trellising, arrange for the disposal of packaging provided by the Supplier; and

(i) no supervision or direction to the Supplier’s employees or workers in the performance of any applicable trellising services.

9.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 9.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

10. Charges and Payment Terms

10.1 The Charges for the Services shall be calculated on a time and materials basis as set out in the Order.

10.2 The Customer shall pay a non-refundable Deposit upon written acceptance of the Order.

10.3 Where the cost of materials or any other sum is stated in the Order Form to be in EURO these will be charged to the Customer at the daily rate of exchange as at the date of Invoice. Any costs for materials which are quoted in Sterling are for comparative purposes only and are subject to change in line with the relevant currency exchange rate from time to time. Payments for materials may be paid into the Supplier’s nominated EURO account but will be subject to a VAT payment in Sterling.

10.4 The Supplier shall invoice the Customer prior to delivery and installation of the Services at the price set out in the Order Form (or at any other time as we may in our absolute discretion determine).

10.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within 7 days of the date of the invoice; and     

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

10.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer 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 Services at the same time as payment is due for the supply of the Services.

10.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.7 will accrue each day at 3% a year above the Bank of England's base ratefrom time to time, but at 3% a year for any period when that base rate is below 0%.

10.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10.9 The Supplier reserves the right to amend prices at any time, but the Customer will be notified in advance in writing of any changes.

11. Intellectual property rights

11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. All reports generated by the Supplier for the Customer are for the Customer’s sole use and benefit and the contents of the reports shall not be shared with any third party.

11.2 The Supplier grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence for the purpose of receiving and using the Services and the Deliverables in its business.

11.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 11.2.

11.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

12. Data protection

12.1 For the purposes of this clause 12, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

12.2 The Customer and Supplier will comply with all applicable requirements of Applicable Data Protection Laws. This Clause 12 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Laws.

12.3 The Customer and Supplier acknowledge that for the purposes of Applicable Data Protection Laws, the Customer is the data controller, and the Supplier shall act as the data processor in respect of Customer Personal Data.

12.4 Without prejudice to the generality of Clause 12.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Customer Personal Data to the Supplier for the duration and purposes of this Contract.

12.5 Without prejudice to the generality of Clause 12.1, the Supplier shall, in relation to Customer Personal Data:

(a) process Customer Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;

(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that all personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect 27 VINEYARD ESTABLISHMENT at VineWorks Ltd www.vine-works.com // +44 (0)1273 891777 // Unit 20, St Helena Farm, Plumpton Green, East Sussex BN7 3DH to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a personal data breach involving Customer Personal Data;

(f) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Laws to continue to process that Customer Personal Data. For the purposes of this clause 12.5(f) Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and

(g) maintain records to demonstrate its compliance with this clause 12.

12.6 The Customer provides its prior, general authorisation for the Customer to:

(a) appoint processors to process the Customer Personal Data, provided that the Supplier:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 12;

(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and

(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

12.7 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 12.

12.8 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Customer Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer's instructions.

13. Limitation of liability

13.1 Nothing in this clause 13 shall limit the Customer's payment obligations under the Contract. 13.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

13.3 Subject to clause 13.1 (No limitation of customer's payment obligations) and clause 13.2 (Liabilities which cannot legally be limited), this 28 VINEYARD ESTABLISHMENT at VineWorks Ltd www.vine-works.com // +44 (0)1273 891777 // Unit 20, St Helena Farm, Plumpton Green, East Sussex BN7 3DH clause 13.3 sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(c) loss of agreements or contracts.

(d) loss of anticipated savings.

(e) loss of use or corruption of software, data or information.

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

13.4 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3, 4 and 5. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.5 In the event that the Customer fails to notify the Supplier (in accordance with clause 6.2) of any underground installations at the Site (including water mains, gas mains and electricity cabling), and the existence of such underground installations causes the Supplier to suffer loss or damage (whether direct or indirect) during (or after) the performance of the Services, the Supplier shall not be liable for such loss or damage.

13.6 Where the Services relate to trellis installation work (or any other installation) any maintenance work required to maintain those installations shall be carried out by the Customer unless otherwise agreed in writing.

13.7 This clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract (excluding orders for vines) by giving the other party 30 calendar days' written notice.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];

(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(c) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

14.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

14.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer becomes subject to any of the events listed in clause 14.2(b) or clause 14.2(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and

(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 14.2(a).

15. Consequences of termination

15.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Site and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

15.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

16. General

16.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the Supplier shall be entitled to an extension of time to perform the Services, provided that if the period of delay or non-performance continues for a period of four weeks or more, the Supplier may terminate the agreement by giving seven days written notice to the Customer.

16.2 Assignment and other dealings

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

16.3 Confidentiality

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.3(b).

(b) Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

16.4 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

16.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any 30 VINEYARD ESTABLISHMENT at VineWorks Ltd www.vine-works.com // +44 (0)1273 891777 // Unit 20, St Helena Farm, Plumpton Green, East Sussex BN7 3DH subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part provision of this Contract deleted under this clause 16.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Order Form.

(b) Any notice or other communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) 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; or

(iii) if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.8(b)(iii), business hours means 9.00am to 4.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 16.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

16.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.