P3MO LTD
Terms and conditions for the Supply of Management Consultancy Services

 
1.	INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
Definitions:
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer and agreed with P3MO to use Connect in accordance with the Contract.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: 08.00 to 18.00 local UK time on a Business Day. Change Control Note: the written record of a Change agreed or to be agreed by the parties pursuant to the Change Control Procedure.
Change Request: a written request (in the case of the Customer) or a recommendation (in the case of the P3MO) for a change which is submitted by one party to the other pursuant to the Change Control Procedure given in Clause 6.
Charges: the charges payable by the Customer for the supply of the Services in accordance with Clause 5.
Commencement Date: has the meaning given in Clause 2.6. Conditions: these terms and conditions as amended from time to time in accordance with Clause 12.5.
Connect: means P3MO’s proprietary software-as-a-service tool made available by P3MO to Customer as part of the Services specified on the applicable Order.
Contract: the contract between P3MO and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or entity who purchases Services from P3MO.
Customer Data: the data inputted by the Customer to Connect or generated by Connect for the Customer as part of the Services.
Customer Default: has the meaning set out in Clause 4.2.
Data Protection Agreement: has the meaning set out in Clause 8.2. Data Protection Legislation: all applicable data protection and privacy legislation in force in England including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, extended or re-enacted from time to time.
Deliverables: any output of the Services to be provided by P3MO to the Customer, including output created through the provision of advice,  analysis, methodologies.
Force Majeure Event: any cause affecting, preventing or hindering the performance by a party of its obligations under this agreement arising from acts, events, omissions or non-events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, economic collapse, fire, flood, storm or earthquake and any disaster, but excluding any industrial dispute relating to P3MO, P3MO or any other failure in the P3MO's supply chain.
Initial Term: means the period as detailed within the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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 order for the Services as set out in the Customer’s signed copy of P3MO’s Proposal, an example of which is attached at Schedule 1.
P3MO: P3MO Limited, a company registered in England and Wales with company number 11718432, whose registered office is 1 & 3 Kings Meadow (P3MO) Osney Mead, Oxford, Oxfordshire, England, OX2 0DP. 
Premises: the premises where the Services are being provided and as detailed in the Order.
Proposal: P3MO’s written proposal detailing the services that P3MO
can provide.
Services: the services including the Deliverables, supplied by P3MO to the Customer as set out in the Order and such other services as are from time to time agreed by authorised signatories of the parties in writing.
Systems: makeup and configuration of the Customer’s IT systems,
including servers and networks.

1.1.	Interpretation:
1.1.1.	A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.1.2.	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.
1.1.3.	A reference to writing or written includes email.

2.	BASIS OF CONTRACT
2.1.	The Contract shall be made up of the following:
2.1.1.	the Proposal;
2.1.2.	the Conditions;
2.1.3.	a Change Request (if applicable).
2.2.	In the event of any inconsistency or conflict between the documents making up the Contract, they shall prevail of one another in the following order: (1) these Conditions; (2) a Change Request (if applicable); (3) the Proposal.
2.3.	P3MO shall provide the Customer with a Proposal detailing the Services it can provide to the Customer.
2.4.	If the Customer wishes to engage P3MO it shall return to P3MO a signed copy of the order form attached to the Proposal confirming the services it wishes P3MO to provide and this constitutes an offer by the Customer to purchase the Services in accordance with these conditions.
2.5.	P3MO may decide whether or not to accept the Customer’s Order and to provide the Services.
2.6.	The Order shall only be deemed to be accepted when P3MO issues written acceptance, being electronic or otherwise, of the Order at which point and on which date the Contract shall come into existence (Commencement  Date).
2.7.	Any samples, drawings, descriptive matter or advertising issued by P3MO, and any descriptions or illustrations contained in the P3MO’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate indication of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.8.	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 trade, custom, practice or course of dealing.
2.9.	Any quotation given by P3MO shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3.	SUPPLY OF SERVICES
3.1.	P3MO shall supply the Services to the Customer in accordance with the Contract in all material respects subject to the terms of the Contract.
3.2.	P3MO shall use all reasonable endeavours to meet any performance dates specified in the Order (or any accepted Change Request), but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3.	P3MO reserves the right to amend the Services 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 P3MO shall notify the Customer in any such event.
3.4.	P3MO warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5.	P3MO shall provide the Services to the Customer during Business Hours unless otherwise notified by the Customer. The Customer acknowledges that the provision of Services outside of Business Hours may be subject to an additional charge, to be agreed between the Customer and P3MO from time to time in writing.
3.6.	P3MO will only provide the Services as specified in the Order, an accepted Change Request or otherwise notified to the Customer in writing by P3MO.
3.7.	Responsibility and Delivery Model: the Services are provided for advisory and consultancy purposes only and to support the Customer to undertake a business transformation project. P3MO does not itself assume any form of responsibility or duty of care or liability for (a) the Customer’s business or implementation of the business transformation project or methodologies detailed within the Services, including any aspect of the Customer’s Systems; and (b) the Customer’s equipment or any parts of the Customer’s Systems.

4.	CONNECT
4.1.	In the event provision of Connect is included as part of the Services as specified in the Order, P3MO hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use Connect during the Initial Term solely for the Customer's internal business operations.
4.2.	P3MO shall use its reasonable endeavours to make Connect available 24 hours a day, seven days a week. The Customer acknowledges and agrees that Connect may not be available during any periods of maintenance undertaken on Connect.
4.3.	P3MO will, as part of the provision of Connect, use its reasonable endeavours to provide general technical support to the Customer in relation to Connect.
4.4.	Prior to P3MO making Connect available to the Customer, the Customer shall provide P3MO with a user list specifying the Authorised Users. 
4.5.	The Customer must notify P3MO in the event it wishes to add, remove and/or replace any Authorised Users. Any such additions, removals and/or replacements may be subject to additional Charges as notified to the Customer by P3MO.
4.6.	In relation to the Authorised Users, the Customer undertakes that:
4.6.1.	it will not allow any individual user login to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Connect unless otherwise agreed with P3MO pursuant to clause 4.5; and
4.6.2.	each Authorised User shall keep a secure and confidential password for their use of Connect.
4.7.	The Customer acknowledges and agrees that, P3MO shall be entitled to monitor user activity and system usage of Connect, for administration and service provision purposes and also to support future product development.
4.8.	The Customer shall permit P3MO or P3MO’s designated auditor to audit usage of Connect in order to establish Customer’s compliance with this clause 4. Each such audit may be conducted no more than once per quarter, at P3MO’s expense, and exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. 
4.9.	The Customer shall not access, store, distribute, upload, or transmit any viruses or other harmful code, or any material or content during the course of its use of Connect which is:
4.9.1.	Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4.9.2.	facilitates illegal activity;
4.9.3.	depicts sexually explicit images;
4.9.4.	promotes unlawful violence;
4.9.5.	is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
4.9.6.	is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
4.10.	The Customer shall not:
4.10.1.	except as may be allowed by any applicable law or as expressly permitted under this agreement:
(i)	attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Connect (as applicable) in any form or media or by any means;
(ii)	attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Connect;
(iii)	access all or any part of Connect to build a product or service which competes with Connect or the Services;
(iv)	use Connect to provide services to third parties
(v)	license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Connect available to any third party except the Authorised Users, or
(vi)	attempt to obtain, or assist third parties in obtaining, access to Connect other than as provided hereunder; 
(vii)	introduce or permit the introduction of, any Virus or other harmful code into P3MO’s network and information systems. 
4.11.	The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Connect and, in the event of any such unauthorised access or use, promptly notify P3MO.

5.	CUSTOMER’S OBLIGATIONS
5.1.	The Customer shall:
5.1.1.	ensure that the terms of the Order and any information it provides for the purposes of the preparation of the Deliverables are complete and accurate;
5.1.2.	co-operate with P3MO in all matters relating to the Services;
5.1.3.	provide P3MO, its employees, agents, consultants and subcontractors, with access to the Customer’s Premises, office accommodation, personnel, process, technology, data and other facilities as reasonably required by P3MO;
5.1.4.	provide P3MO with such information and materials as P3MO may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects;
5.1.5.	prepare the Customer’s Premises and Systems for the supply of the Services for purposes including access to and the cleansing of Customer data by P3MO via the Systems;
5.1.6.	obtain and maintain all necessary licences, permissions and consents which may be required for receipt of the Services before the date on which the Services are to start;
5.1.7.	comply with all applicable laws, including health and safety laws;
5.1.8.	keep all materials, equipment, documents and other property of P3MO (P3MO Materials) at the Customer’s Premises in safe custody at its own risk, maintain the P3MO Materials in good condition until returned to P3MO, and not dispose of or use P3MO Materials other than in accordance with P3MO’s written instructions or authorisation;
5.1.9.	comply with any additional obligations as set out in the Order; and
5.1.10.	ensure that an authorised member of Customer personnel is available at all times during the provision of the Services at the Customer’s Premises.
5.2.	If P3MO’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):
5.2.1.	without limiting or affecting any other right or remedy available to it, P3MO 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 P3MO’s performance of any of its obligations;
5.2.2.	P3MO shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from P3MO’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and
5.2.3.	the Customer shall reimburse P3MO on written demand for any costs or losses sustained or incurred by P3MO arising directly or indirectly from the Customer Default.

6.	CHARGES AND PAYMENT
6.1.	The Customer shall pay the Charges in accordance with these Conditions. The Charges shall be set out in the Order or otherwise notified to the Customer by P3MO.
6.2.	The Charges are exclusive of VAT which shall be payable in addition to the Charges at the prevailing rate.
6.3.	P3MO shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom P3MO engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by P3MO for the performance of the Services, and for the cost of any materials.
6.4.	P3MO reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12- month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
6.5.	P3MO shall invoice the Customer on a monthly basis or as otherwise agreed between the parties in writing.
6.6.	The Customer shall pay each invoice submitted by P3MO:
6.6.1.	within 15 days of the date of the invoice, or such other date as agreed in writing by P3MO; and
6.6.2.	in full and in cleared funds to a bank account nominated in writing by P3MO, and time for payment shall be of the essence of the Contract.
6.7.	If the Customer fails to make a payment due to P3MO under the Contract by the due date, then, without limiting the P3MO’s remedies under Clause 10, 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 5.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.8.	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).

7.	CHANGE CONTROL PROCEDURE
7.1.	Where the Customer or P3MO sees a need to change the Contract, the Customer may at any time request, and P3MO may at any time recommend, such Change only in accordance with the procedure set out in this Clause 6. The Customer and P3MO shall, unless otherwise agreed in writing, continue to perform the Contract in compliance with its terms before such change.
7.2.	A request for a Change can be submitted by either the Customer or P3MO and must be submitted in writing and contain the detail of the requested change.
7.3.	P3MO shall consider any Change Request submitted by the Customer and respond setting out:
7.3.1.	any impact on the Services; and
7.3.2.	any change to the Charges as a result of the requested change
7.3.3.	within three (3) weeks of the date of the request or within such time as otherwise agreed between the parties in writing and the Customer shall give its response to the revised Services and Charges as detailed within this clause within three (3) weeks. If accepted, P3MO will issue a Change Control Note confirming the changes.
7.4.	The Customer shall consider any Change Request submitted by P3MO and respond confirming whether it agrees the changes set out in the Change Request within three (3) weeks of the date of the Change Request or within such time as otherwise agreed between the parties in writing. If accepted, P3MO will issue a Change Control Note confirming the changes.
7.5.	A Change Control Note signed by authorised signatories on behalf of the Customer and P3MO shall constitute an amendment to the Contract.

8.	INTELLECTUAL PROPERTY RIGHTS
8.1.	Subject to 8.3, all Intellectual Property Rights in or arising out of or in connection with the Services and the Deliverables (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by P3MO and/or its licensors.
8.2.	The Customer acknowledges and agrees that the P3MO and/or its licensors own all Intellectual Property Rights in Connect. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Connect.
8.3.	The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
8.4.	P3MO hereby grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, perpetual, royalty-free licence to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business as agreed between the parties.
8.5.	Subject to clause 8.6, the Customer hereby grants P3MO a fully paid-up, non- exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to P3MO for the term of the Contract for the purpose of providing the Services to the Customer.
8.6.	The Customer acknowledges and agrees that P3MO shall be entitled to anonymise and retain the Customer Data during the term of the Contract and thereafter and hereby grants to P3MO a fully paid-up, non-exclusive, royalty-free, perpetual licence to use such version of the Customer Data on a strictly anonymous basis in relation to the operation of P3MO’s business (including for the purposes of analysis, AI, and product/service development).
9.	DATA PROTECTION
9.1.	Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
9.2.	The Customer will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of any personal data to P3MO for the duration and purposes of the Contract.
9.3.	In the event and to the extent P3MO processes any personal data (as defined in Data Protection Legislation) on behalf of the Customer as Customer’s processor, the parties acknowledge and agree that (a) the subject-matter, nature and purpose of the processing shall be the performance of the Services as described in the Contract, (b) the duration of the processing shall be the Initial Term and (c) the type of personal data and categories of individuals shall consist of personal data which the Customer uploads to Connect in order to use Connect. P3MO shall:
9.3.1.	process such personal data only on documented instructions from the Customer, unless required to do otherwise by applicable law, in which case P3MO shall, unless legally prohibited from doing so, inform the Customer of such legal requirement;
9.3.2.	ensure that persons authorised by it to process such personal data are subject to appropriate obligations of confidentiality; 
9.3.3.	taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of individuals, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and take steps to ensure that any individuals acting under its authority who have access to such personal data do not process them except on instructions from the Customer, unless he or she is required to do so by applicable law;
9.3.4.	notify the Customer without undue delay on becoming aware of a personal data breach;
9.3.5.	assist the Customer, at the Customer’s expense, with the fulfilment of the Customer’s obligation to respond to requests for exercising individuals rights under the Data Protection Legislation, together with the Customer’s obligations regarding data security, notification by the Customer of personal data breaches to the supervisory authority, communication by the Customer of personal data breaches to the affected individuals, data protection impact assessments, and prior consultation with the supervisory authority; 
9.3.6.	at the choice of the Customer, delete or return all such personal data after the end of the provision of services involving the processing of such data, and delete existing copies unless applicable law requires storage of such personal data;
9.3.7.	make available to the Customer all information necessary to demonstrate compliance with this clause;
9.3.8.	allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer provided that (i) P3MO shall be compensated for its costs and expenses in relation to such audit, (ii) reasonable advance notice shall be given in respect of any such audit, (iii) any such audit shall only be conducted during P3MO’s normal business hours, (iv) any such audit shall be conducted to cause minimal disruption to P3MO’s business operations, (v) no access shall be given to P3MO’s confidential information or any information relating to P3MO’s other customers and/or financial data, and (vi) any third party auditor shall enter into confidentiality obligations directly with P3MO which are reasonably acceptable to P3MO; and
9.3.9.	not transfer any such personal data outside of the European Economic Area or the UK without ensuring appropriate safeguards in respect of such transfer in accordance with the Data Protection Legislation.
9.4.	The Customer hereby provide its authorisation for P3MO to engage other processors to carry out processing activities on behalf of the Customer. P3MO shall inform the Customer of any intended changes concerning the addition or replacement of such other processors, and give the Customer the opportunity to object to such changes.
9.5.	Where P3MO engages another processor for carrying out specific processing activities on behalf of the Customer, materially equivalent data protection obligations as set out herein shall be imposed on that other processor. Where that other processor fails to fulfil its data protection obligations, P3MO shall remain fully liable to the Customer, subject to the limitations and exclusions of liability set out herein, for the performance of that other processor's obligations.

10.	LIMITATION OF LIABILITY:
10.1.	 Loses which are not excluded: Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
10.1.1.	death or personal injury caused by negligence;
10.1.2.	fraud or fraudulent misrepresentation; and
10.1.3.	breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2.	 Excluded terms: Subject to Clause 9.1, all conditions, warranties, terms, representations and undertakings, express or implied (whether they are implied by statute, common law or in any other way) not expressly set out in these Conditions are excluded to the fullest extent permitted by law.
10.3.	 Limitation of losses: Subject to the rest of this Clause 9, in no circumstances shall P3MO’s liability to the Customer of any nature arising out of or in connection with this Contract for a single incident or series of related incidents exceed the greater of the value of all invoices payable under the Contract or thirty thousand pounds (£30,000).
10.4.	 Excluded losses: Subject to Clause 9.2, P3MO shall have no liability for any indirect or consequential losses, or for any of the following types of loss or damage (whether direct or indirect): (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 reputation or goodwill; (g) loss arising from a compromise of the security of the Customer’s Systems; (h) for any loss arising out of or in connection with a breach of the Contract by the Customer.
10.5.	This Clause 9 shall survive termination of the Contract.

11.	TERMINATION
11.1.	Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months’ written notice provided that such notice may only expire on or after the last day of the Initial Term.
11.2.	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:
11.2.1.	the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
11.2.2.	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), 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;
11.2.3.	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
11.2.4.	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.
11.3.	Without affecting any other right or remedy available to it, P3MO may terminate the Contract with immediate effect by giving written notice to the Customer if:
11.3.1.	the Customer fails to pay any amount due under the Contract on the due date for payment.
11.3.2.	there is a change of control of the Customer.
11.3.3.	in the event that the Customer is found to have abused the System by way fraudulent licensing or copying.
11.4.	Without affecting any other right or remedy available to it, P3MO may suspend the supply of Services under the Contract or any other contract between the Customer and P3MO if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 10.3.1 to Clause 10.3.3, or P3MO reasonably believes that the Customer is about to become subject to any of them.

12.	CONSEQUENCES OF TERMINATION
12.1.	On termination of the Contract:
12.1.1.	the Customer shall immediately pay to P3MO all of P3MO’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, P3MO shall submit an invoice, which shall be payable by the Customer immediately on receipt;
12.1.2.	the Customer shall return all of P3MO Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then P3MO may enter the Customer’s Premises 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.
12.2.	Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3.	Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13.	NON-SOLICITATION
13.1.	The Customer agrees that it shall not, without P3MO’s prior written consent, during the term of the Contract and for a period of 12 months after expiry or termination for any reason, solicit or entice away (or attempt to do so) from the employment or service of P3MO the services of any person employed or engaged by P3MO during the term of this agreement who has been engaged in the provision of the Services or the management of this agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement 
13.2.	The restriction in clause 13.1, shall not apply to any national advertising campaign open to all-comers and not specifically targeted at the applicable individuals.

14.	GENERAL
14.1.	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 a Force Majeure Event.
14.2.	Assignment and other dealings.
14.2.1.	P3MO 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.
14.2.2.	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.
14.3.	Confidentiality.
14.3.1.	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 is necessary for the provision of the Services and is permitted by Clause 12.3.2.
14.3.2.	Each party may disclose the other party’s confidential information:
(i)	to any other entity identified by the parties as needing to know the information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that such other entity to whom it discloses the other party’s confidential information complies with this Clause 12.3; and
(ii)	as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(iii)	Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.4.	Entire agreement.
14.4.1.	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.
14.4.2.	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.
14.4.3.	Nothing in this clause shall limit or exclude any liability for fraud.
14.5.	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).
14.6.	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 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.

14.7.	Severance. 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 12.7 shall not affect the validity and enforceability of the rest of the Contract.
14.8.	Notices. Any notice under this Contract shall be in writing to the registered office by one of the following methods (and by the following deemed dates of receipt):
14.8.1.	by hand: when delivered (or, if delivered outside Business Hours, at 09:00 on the next Business Day);
14.8.2.	by first-class post or recorded delivery: (on the second Business Day after posting); and
14.8.3.	by email, sent to the email address as specified on the Order: when received (or, if delivered outside Business Hours, at 09:00 on the next Business Day).
14.9.	Third party rights.
14.9.1.	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.
14.9.2.	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.
14.9.3.	Jurisdiction. Each party irrevocably agrees that the courts of England 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.