HEINEKEN UK LIMITED TECHNICAL SERVICE EQUIPMENT TERMS AND CONDITIONS
IF YOU HAVE ANY AGREEMENT WITH HEINEKEN UK LIMITED RELATING TO THE SUPPLY OF DRINK PRODUCTS (EITHER DIRECTLY FROM US OR INDIRECTLY VIA A DISTRIBUTOR), THESE TERMS AND CONDITIONS ARE HEREBY DEEMED TO FORM PART OF YOUR CONTRACTUAL RELATIONSHIP WITH US. IN THE EVENT OF ANY CONFLICT BETWEEN CONDITIONS 12 – 23 (INCLUSIVE) OF THESE TERMS AND CONDITIONS AND THE TERMS OF YOUR OTHER EXISTING AGREEMENT(S) WITH US, THE TERMS OF YOUR EXISTING AGREEMENT(S) SHALL TAKE PRECEDENCE AND PREVAIL.
IF YOU DO NOT HAVE AN AGREEMENT WITH HEINEKEN UK LIMITED RELATING TO THE SUPPLY OF DRINK PRODUCTS, THE TERMS AND CONDITIONS SET OUT BELOW SHALL APPLY TO THE INSTALLATION AND MAINTENANCE OF TECHNICAL SERVICE EQUIPMENT BY US IN YOUR OUTLET.
IN EITHER CASE, YOU AGREE THAT THESE TERMS AND CONDITIONS CONSTITUTE THE TERMS OF A TECHNICAL SERVICE AGREEMENT BETWEEN YOU AND US (the “Agreement”).
IF YOU DO NOT CONFIRM ACCEPTANCE OF THIS AGREEMENT, YOU SHALL STILL BE DEEMED TO AGREE TO THESE TERMS AND CONDITIONS BY CONTINUING TO MAKE USE OR BENEFIT FROM THE SERVICES.
1.1. In this Agreement:
“Branded Technical Service Equipment” means the Technical Service Equipment supplied by us (or any subcontractor of ours) that is intended to be installed in a consumer-facing location in an Outlet, and features the brand logos or trademarks of any of our owned and/or licensed products (including branded founts and lenses);
“Centrally Settled Brand Owners” means the brand owners that have agreed to make payment of the monthly line charge in respect of their owned or licensed brands directly to us, as we shall notify to you from time to time;
“Chargeable Line” means each draught dispense line in your Outlet that dispenses products that are not owned or licensed by us, and are not owned or licensed by Centrally Settled Brand Owners;
“Charges” means the Fair Ale Charges, the PAYG Charges and any sums payable under Condition 9.3;
“Fair Ale Charges” means sums payable for the supply or maintenance (or procuring the supply or maintenance of) Technical Service Equipment required for cask ales;
“Generic Technical Service Equipment” means the Technical Service Equipment required to dispense draught products in an Outlet, comprising the cooled lines (python), primary gas valves and the remote cooler, but not including Branded Technical Service Equipment, founts, T-bars or any brand owner’s line-sets;
“Heineken Group Company” means any direct or indirect holding or subsidiary undertakings of Heineken UK Limited or any direct or indirect subsidiary of such holding company, and other undertakings in which Heineken UK Limited has a direct or indirect interest;
“Intellectual Property Rights” means all copyright, patent, trade mark, trade secret, design rights, domain names and other proprietary and intellectual property rights whether registered or unregistered in the Technical Service Equipment and know how which we may provide in relation to the Technical Service Equipment;
“Lead Brewer” means the brand owner with the highest number of dispense lines at an Outlet using the Generic Technical Service Equipment to pour its brands;
“Outlet” means the premises in which the Technical Service Equipment is installed or intended to be installed;
“Products” means our owned and/or licensed products;
“Services” means our provision of Generic Technical Service Equipment and the maintenance services outlined in Condition 6;
“PAYG Charges” means the Pay As You Go sums payable for the provision of Generic Technical Service Equipment and the Services, as outlined in Condition 7;
“Technical Service Equipment” means all raising, dispense, and other equipment supplied by us (or any subcontractor of ours) (including the Branded Technical Service Equipment and Generic Technical Service Equipment but excluding any SmartDispense equipment).
1.2. In this Agreement:
(a) “we”, “us” or “our” refers to Heineken UK Limited or any Heineken Group Company;
(b) “you” refers to the recipient of the Technical Service Equipment supplied by us (or any subcontractor of ours);
(c) the singular includes the plural and vice versa;
(d) any phrase introduced by the terms “including”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(e) unless otherwise specified, a reference to "writing" does not include email or fax;
(f) any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
(g) references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended, supplemented or re-enacted from time to time; and
(h) words and expressions which are defined in the Companies Act 2006 have the same meanings as are given to them in that Act.
1.3. This Agreement does not apply to the installation or maintenance of any SmartDispense equipment, in respect of which you will need to enter into a separate agreement with us.
2. Basis of Generic Technical Service Equipment Provision
2.1. If we are Lead Brewer in your Outlet, we will supply Generic Technical Service Equipment in your Outlet in accordance with, and subject to, the terms of this Agreement. Notwithstanding the foregoing, you can choose whether you wish for us to provide Generic Technical Service Equipment and Services in your Outlet.
2.2. Without prejudice to the terms of this Agreement, in the event that we are Lead Brewer in your Outlet and you no longer wish for us to provide Generic Technical Service Equipment and Services in your Outlet, you must notify us in writing. If we receive such notification from you, we will discuss your options with you, including, the option for you to purchase the Generic Technical Service Equipment at a price we (or our nominated subcontractor) may agree with you.
2.3. In the event that we (or our nominated subcontractor) agree to sell any Generic Technical Service Equipment to you, you must immediately arrange for any references to any of our trade marks to be removed from the Generic Technical Service Equipment.
3. Risk and Insurance
All Technical Service Equipment shall remain our property (or the property of other companies with whom we have contracted), but the Technical Service Equipment shall be at your risk while on your premises or under your custody or control. You shall insure the Technical Service Equipment whilst it is at your risk, such insurance to be sufficient to cover all costs required to effect replacement or repair (including labour costs), including damage sustained to the Technical Service Equipment as a result of malicious damage, explosion, fire or flood.
4. Cask Ales
4.1. The supply and maintenance of the Technical Service Equipment (including cask ale handpulls, pythons and PTCs) required for cask ales is the responsibility of the individual cask ale brand owner and shall only be provided/procured by us where we are the brand owner or licensee of a cask ale supplied to you.
4.2. Where we supply or maintain (or procure the supply or maintenance of) Technical Service Equipment required for cask ales, the Fair Ale Charges shall apply.
5. Installation of Technical Service Equipment supplied by or on behalf of us
5.1. Generic Technical Service Equipment
Subject to your compliance with this Agreement (including making full payment of the Charges due in accordance with Condition 7) and any other terms relating to Technical Service Equipment in any other agreements we may have with you, where we are the Lead Brewer in your outlet we will install and maintain the Generic Technical Service Equipment as we may agree with you from time to time. We shall not be responsible for the provision and maintenance of any cellar cooling equipment.
5.2. Branded Technical Service Equipment
(a) Where we, our agents or subcontractors supply Branded Technical Service Equipment, it is for the exclusive use with the Products and must be used in accordance with our instructions (or those of our subcontractor) and remain strictly as installed by us or our subcontractor.
(b) We may also elect to supply or procure the supply of branded cooling equipment, to deliver extra cold temperatures, for exclusive use by you with the Products. Such equipment will form part of the Branded Technical Service Equipment.
(c) In the event that you use the Branded Technical Service Equipment to dispense products other than the Products, you will be acting otherwise than in accordance with this Agreement and we reserve the right to either:
(i) take the steps set out in Condition 8;
(ii) charge you for use of the Branded Technical Service Equipment for as long as you dispense other products through it; or
(iii) sell the Branded Technical Service Equipment to you at a price which we (or our nominated contractor) may agree with you.
(d) Where conditions (c)(ii) or (c)(iii) apply, you must arrange for any references to any of our trade marks to be removed from the Branded Technical Service Equipment prior to use in connection with products other than the Products.
5.3. All Technical Service Equipment
(a) Once installed, the Technical Service Equipment must not be moved or tampered with.
(b) We will write down the installation cost (which includes the value of the Technical Service Equipment itself and labour costs) of Generic Technical Service Equipment over a period of 10 years and of Branded Technical Service Equipment over a period of 5 years at a fixed rate following the date of installation at the relevant Outlet.
(c) We have a right to reclaim (and you agree to pay) the unwritten down balance in full:
(i) If you do not comply with this Agreement;
(ii) If you do not comply with any other terms relating to Technical Service Equipment in any other agreements we may have with you;
(iii) If we cease to be the Lead Brewer at the outlet and cannot recover the unwritten down balance from the new Lead Brewer.
(d) Both parties acknowledge and agree:
(i) that this is a genuine pre-estimate of the loss we will suffer in connection with the installation of the equipment as a result of your non-compliance or us being unable to recover the unwritten down balance from the new Lead Brewer; and
(ii) this Condition 5.3 is without prejudice to any other rights and remedies available to us under this Agreement.
If you remove any of the Products from the Branded Technical Service Equipment installed, we reserve the right to demand repayment of the unwritten down balance in respect of that Branded Technical Service Equipment at the relevant time in full.
(e) For the avoidance of doubt, we shall not be responsible for any cosmetic or non-essential changes to the Technical Service Equipment and we reserve the right to charge you for all sums due in respect of such cosmetic and non-essential changes including:
(i) changes to dispense type e.g. fount to t-bar, t-bar to t-bar;
(ii) maintenance or replacement connected to failure to comply with Condition (Your Responsibilities) of this Agreement;
(iii) upgrades to Technical Service Equipment;
(iv) relocation of Technical Service Equipment; and
(v) refurbishment of bars or cellars.
(f) Any additional technical service provision, for example the installation of additional service stations, T-bars, non-standard or upgraded dispense equipment, cosmetic bar refurbishments, non-standard temperature or speed of dispense initiatives will need to be agreed in writing with us, and all of the costs borne by you, unless we agree otherwise in writing.
6. Maintenance of all Technical Service Equipment
6.1. Provided that you, your tenants, managers and agents comply with this Agreement (including Condition 7 (Charges and Payment) and Condition 8 (Your Responsibilities)), we shall replace the Branded Technical Service Equipment and / or where applicable (and only where we are the Lead Brewer) the Generic Technical Service Equipment if such equipment is:
(a) at the end of its useful economic life; or
(b) causing material dispense issues as a result of normal wear and tear.
6.2. In the event that the Technical Service Equipment requires maintenance, repair or replacement:
(a) or otherwise than in the ordinary course; or
(b) other than as a result of normal wear and tear
we retain the right and that of our subcontractors' to charge you for such maintenance, repair and/or replacement costs.
6.3. Replacement of any Technical Service Equipment with new Technical Service Equipment shall be determined by us at our sole discretion.
7. Charges and Payment
7.1. You agree to pay us the Charges (as may be amended from time to time in accordance with Condition 7.4) in accordance with this Condition 7. The Charges are exclusive of Value Added Tax unless otherwise stated. VAT shall be payable by you at the prevailing rate, subject to receipt of a valid VAT invoice from us.
7.2. Subject to Condition 7.4:
(a) the Fair Ale Charges are calculated at a rate of £8.67 per handpull per calendar month; and
(b) with effect from 1st March 2019, the PAYG Charges are calculated at a rate of £13.50 per Chargeable Line per calendar month.
7.3. You shall make payment of the Charges to us in cleared funds within such period or on such date as we shall specify to you from time to time (“due date”). If we do not give you a period or specific date then payment shall be due within 14 days of the date of our invoice.
7.4. We may amend the Charges from time to time, but no more frequently than once per calendar year. We will notify you in advance of the date on which any amended Charges become effective.
7.5. If payment of any Charges is not made by the due date, we may claim interest at the rate prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002) from the payment due date until payment is received by us in cleared funds.
7.6. The time for payment shall be of the essence. Failure to pay any amount due to us or any other Heineken Group Company by the payment due date, shall entitle us to (at our option):
(a) suspend performance of the Services in respect of any Chargeable Line, if we have not received the Charges due in respect of that Chargeable Line in full on the due date;
(b) disconnect any Chargeable Line from our Generic Technical Service Equipment, if we have not received the Charges due in respect of that Chargeable Line in full on the due date;
(c) set-off, withhold or deduct any outstanding Charges from any sum which we, or any other Heineken Group Company, owe you;
(d) if you purchase products directly from us, suspend delivery of any undelivered orders and refuse to accept any order that you place; and / or
(e) remove the Technical Service Equipment or charge you for its value in accordance with Condition 9.
7.7. We are entitled to withhold payment to you of any agreed discounts, bonuses, rebates, overriders and/or marketing budgets and to recover any such sums already paid to you if you are in breach of this Agreement or any other agreements we may have with you.
8. Your Responsibilities
8.1. You shall pay the Charges to us on or before the payment due date.
8.2. You will allow us (or our subcontractor or representative) safe working access to your outlet to carry out any work for the change, replacement, maintenance, removal or collection of the Technical Service Equipment and for auditing purposes, at all reasonable times.
8.3. You shall not sell the Technical Service Equipment, or offer the Technical Service Equipment for sale, or allow the creation of any mortgage, charge, lien or other security interest in respect of the Technical Service Equipment;
8.4. You shall ensure that the Technical Service Equipment supplied is kept in good condition and is returned to, or able to be collected by, us (or our subcontractor) on demand at any time.
8.5. You shall procure that all tenants, staff, managers and/or agents comply with this Agreement.
8.6. Where you are notified that a persistent dispense issue is connected to a failure to comply with this Agreement, you shall ensure that action is taken to remedy the situation including providing appropriate training and support.
8.7. You shall ensure that the Technical Service Equipment is properly maintained, including by:
(a) complying with all health & safety requirements;
(b) maintaining cellars in the range 11 to 13 degrees centigrade and allow product to reach this temperature before dispense;
(c) not allowing any adjustments, removals or other amendments to the dispense systems;
(d) carrying out building works (if required), including provision of access for pythons and other pipe work;
(e) providing suitable electrical supplies;
(f) carrying out any adjustments to bar structures including bar tops (e.g.: drilling, cutting or filling of gaps left by equipment removed).
(g) providing cellar cooling systems, flow monitoring equipment, bottle coolers, bulk gas, gas separation / blending systems and automatic line cleaning systems;
(h) conducting all line cleaning (excluding SmartDispense) and ensuring all lines are cleaned every 7 days (any costs for additional cleaning required e.g. blitz cleans, premature python replacement will be your responsibility);
(i) bearing any costs associated with temporary bars;
(j) ensuring that the floor of the cellar is watertight;
(k) ensuring that any costs or obligations on other brewers generated due to bespoke project activity are agreed between all parties before work commences; and
(l) taking all reasonable care of equipment whilst it is in your charge, and fully insuring such equipment.
9. Removal of Technical Service Equipment
9.1. We reserve the right at all times to remove the Technical Service Equipment from your outlet (i) if we reasonably believe you are acting otherwise than in accordance with the terms of this Agreement, (ii) if you fail to make payment of the Charges on the due date in accordance with this Condition 9; or (iii) on termination or expiry of any agreements we have with you for any reason.
9.2. Where Condition 9.1 applies, we shall provide notice and you shall contact us within 7 days of such notice to agree an appointment for the removal of the Technical Service Equipment. If you do not contact us or you do not agree an appointment within 7 days, you agree to allow us (and/or our nominated subcontractor) immediate access to your outlet and the Technical Service Equipment in order to recover the Technical Service Equipment.
9.3. If you do not comply with Condition 9.2, we may proceed with formal action against you to effect recovery of the Technical Service Equipment and/or to seek to recover from you the value of the Technical Service Equipment. In either event we shall seek to recover all costs and expenses in connection with such recovery or enforcement action. In the event that we seek payment of the value of the Technical Service Equipment in the alternative to recovery of the Technical Service Equipment, the replacement value and our costs and expenses so incurred shall be payable by you either on receipt of an invoice from us or pursuant to a court order. If an invoice is issued, the invoice amount shall form part of the Charges and constitute a debt sum which shall be recoverable from you as a debt in the event of your failure to pay failure to pay said invoice on receipt. You shall continue to be liable for the applicable Charges until such time as the relevant removal(s) is/are complete or the value of the Technical Service Equipment has been paid.
9.4. Where Technical Service Equipment has been removed pursuant to this Condition 9 or pursuant to a court order, we shall not be responsible for procuring or installing replacement dispense equipment at the Outlet.
9.5. We shall inspect any Technical Service Equipment that is returned, removed or collected from an Outlet pursuant to this Agreement or pursuant to a court order, to ensure that it is in a condition commensurate with the age of the Technical Service Equipment (taking into account fair wear and tear). In the event that the Technical Service Equipment is returned, removed or collected from Outlet in a condition that is not commensurate with the age of the Technical Service Equipment (taking into account fair wear and tear), you agree to pay to us, on receipt of our invoice, any costs of repair or rectification of the Technical Service Equipment.
10.1. We shall be entitled to terminate the Services immediately (without liability to you and without prejudice to its other rights and remedies) if:
(a) you become unable to pay your debts as they fall due (including under any other agreement you have with Heineken); or you commence negotiations with your creditors with a view to rescheduling any of your debts; or you cease trading or announce your decision to do so; or
(b) the value of your assets is less than your liabilities; or
(c) any steps are taken with a view to:
(i) appointing an administrator, receiver, administrative receiver, liquidator, trustee or other similar officer in respect of you or your assets;
(ii) enforcing payment of any of your debts or of any security you have granted; or
(iii) obtaining a moratorium in respect of your debts; or
(d) we believe that any of the events referred to in paragraphs 8.1(a), 8.1(b) and/or 8.1(c) are reasonably likely to occur;
(e) you fail to comply in any material respect with the obligations set out in this Agreement (including Condition 8); or
(f) you fail to pay the Charges on or before the due date for payment.
11. Transfer of Technical Service Equipment
You must provide us with reasonable notice of any proposed transfer of your outlet to another party.
12.1. We do not exclude any liability to you in respect of (i) death or personal injury caused by our negligence, (ii) fraud or fraudulent misrepresentation, or (iii) anything else that cannot be excluded by the operation of law.
12.2. Subject to condition 12.1, we shall under no circumstances whatsoever be liable to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for:
(a) any loss of profit;
(b) loss of business or business opportunity;
(c) loss of revenue;
(d) loss of anticipated savings;
(e) depletion of goodwill; or
(f) any indirect or consequential losses of any nature, howsoever arising, under or in connection with this Agreement or any contract we may have with you.
12.3. Subject to conditions 12.1, 12.2 and 12.4, our total aggregate liability to you in respect of all other losses arising under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the Charges paid by you directly to us in the three months preceding the date that event, act or omission giving rise to the liability occurred
12.4. We shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of our obligations, if the delay or failure was due to any cause beyond our reasonable control or due to your fault. This includes strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or those of a third party), adverse weather conditions, default or delays of suppliers or subcontractors, breakdown of plant or equipment, and material shortages.
12.5. There are no conditions, warranties, representations or terms, express or implied, that are binding on us except as specifically stated in this Agreement. Any condition, warranty, representation or term concerning the products which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is hereby expressly excluded.
12.6. You shall indemnify us against any third party claims, losses, damages, expenses and costs we incur as a result of your negligence or any breach by you of this Agreement.
13. Data Protection
13.1. We comply with the European Union Directive 95/46/EC, as transposed into domestic legislation pursuant to the Data Protection Act 2018, including by the General Data Protection Regulation 2016/679 (“GDPR”) and laws implementing or supplementing the GDPR and, to the extent applicable, the data protection or privacy laws of any other country, including the United Kingdom following any exit from the European Union (“Data Protection Laws”). We will use any personal data you provide to us in accordance with the Data Protection Laws. Please note that any information, including any personal data, you provide to us during the course of the trading relationship with us may be used by us and other Heineken Group Companies and our subcontractors, representatives and/or agents for the purposes of our fulfilling our obligations to you under this Agreement.
13.3. We are required to comply with money laundering legislation and regulations designed to combat the laundering of the proceeds of crime. Accordingly, we:
(a) reserve the right to withhold or delay performance of the Services or provision of any Technical Service Equipment until we have been provided with satisfactory evidence of your identity and the identity of the person making payment to us on your behalf (if applicable);
(b) may be required to notify the appropriate authorities of issues relating to your affairs; and
(c) reserve the right to refuse to accept cash payments.
We shall have no liability to you for any losses that may be incurred as a result of any of the above.
14.1. If you owe us, or any other Heineken Group Company, any payment or other liability, then we may set-off, withhold or deduct that amount from any sum which we, or such other Heineken Group Company, owe you.
14.2. If we, or any other Heineken Group Company, owe you any payment or other liability, you shall not be permitted to set-off, counterclaim, withhold or deduct any sum which we owe you from any amount that you owe us, or any other Heineken Group Company.
15. Payment Terms
15.1. We reserve the right at any time, at our sole discretion, to amend or withdraw either or both of the (i) payment terms and (ii) method of payment.
15.2. In the event of your breach of this Agreement, or any circumstances which give us reasonable concerns about your solvency, we reserve the right to amend or withdraw either or both of the payment terms or method of payment.
15.3. In the event of any direct debit being dishonoured, a charge of £30.00 excluding VAT (or such other reasonable sum as we may from time to time advise you) will be made on your account to cover bank and administrative costs.
15.4. We may make your invoices and statements available to you electronically. We reserve the right to make a reasonable administration charge for any hard copy invoice/statements requested by you.
15.5. In the event that we make any payment or overpayment to you in error, such payment to you shall be treated as a debt due to us and you shall repay the amount by which you have been overpaid to us in full within 28 days of being made or becoming aware of our payment error.
No failure or delay by either of us in exercising our rights or remedies under this Agreement or any contract we may have with you shall prevent or restrict the exercise of such rights or remedies at any time. No waiver (whether express or implied) by either of us of any breach of any of this Agreement or the terms of any contract we may have with you by the other shall be construed as a waiver of any subsequent breach of the same or any other provision.
17. Third Party Rights
Except as expressly provided in this Agreement, no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise enforce any term of this Agreement or any contract we may have with you.
18. Compliance with Laws
In performing your obligations under this Agreement, you shall, and shall procure that each of your or your holding company’s direct or indirect subsidiaries, comply with all applicable laws, statutes, regulations, codes and HMRC Excise Notices from time to time in force, including the Bribery Act 2010, the Data Protection Act 2018, GDPR, the Modern Slavery Act 2015 and the Competition Act 1998.
A notice given to a party under or in connection with this Agreement shall be in writing and sent to the party in accordance with the following:
(a) to us at our registered office address (Heineken UK Limited, 3-4 Broadway Park, South Gyle Broadway, Edinburgh EH12 9JZ) and marked for the attention of the Head of Legal;
(b) to you at your trading address, or as otherwise notified in writing to the other party.
Any notice shall be deemed to have been received (a) if delivered by hand, on signature of a delivery receipt; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second business day after posting.
20. Law and Jurisdiction
Any dispute or claim arising out of or in connection with our trading relationship with you or the formation of any contract we may have with you (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction over any disputes arising, unless your business is in Scotland, in which case such jurisdiction shall be non-exclusive.
21.1.. We reserve the right to transfer to any person the right to receive payment of any money payable to us, and/or any of our other rights.
21.2. The Intellectual Property Rights shall (as between you and us) remain vested in us. You shall not acquire any title in the intellectual property rights. You may not copy or imitate the Intellectual Property Rights, products, containers or equipment or do or omit to do, or permit any third party to do or omit to do, anything which may damage such Intellectual Property Rights. Any goodwill arising from the use of the Intellectual Property Rights shall accrue to us.
21.3. You shall not be entitled to assign, re-sell, charge, encumber or otherwise transfer any of your rights or obligations under this Agreement, in whole or in part, without our prior consent and any attempt to do so will enable us to terminate this Agreement without prejudice to our other rights and remedies. We shall be entitled to subcontract any or all of our obligations under this Agreement.
21.4. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
We reserve the right to alter this Agreement generally or for any particular class of products or customer. We will use our reasonable endeavours to give at least one week’s notice of alteration.
If any provision or part-provision of this Agreement becomes invalid, illegal or unenforceable (in whole or in part) 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 condition shall not affect the validity and enforceability of the remaining provisions (and/or the remainder of such provision).