1.1 In these Terms and Conditions, unless the context requires otherwise, the following terms should have the following meanings:
"Agreement" means the Application Form, these Terms and Conditions (including all of their appendices) and all documents referred to therein (including without limitation the Business Guide), as such Agreement may from time to time be varied in accordance with its terms.
"Aggregate" means Aggregate Industries UK Limited (Company Number 00245717), trading as "Bradstone", whose registered office is at Bardon Hall, Copt Oak Road, Markfield, Leicestershire, LE67 9PJ.
"Applicant" means the company or individual trader whose details are set out in the Application Form and who is applying for Approved Installer status.
"Application Form" means the application form submitted to Aggregate by an Applicant to be part of the Bradstone Assured scheme.
"Approved Installer" means the Applicant whose Application Form has been approved by Aggregate and to whom Aggregate has issued a Membership Certificate.
"Assured Points” means the scheme for assured points described in the Business Guide.
"Bradstone Assured" means the scheme of Approved Installers operated by Aggregate.
"Business Guide" means the Bradstone Assured Business Guide supplied by Aggregate to all Approved Installers and containing details of the Bradstone Assured scheme, as may be amended from time to time on notice by Aggregate. For information purposes, the main compliance requirements contained in the Business Guide are set out in Appendix 2.
"Control" means in relation to a body corporate, the power of a person to secure that its affairs are conducted in accordance with the wishes of that person (i) by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate; or (ii) by virtue of any powers conferred by the articles of association or any other document regulating that or any other body corporate and a "Change of Control" shall occur if a person who controls any company or undertaking ceases to do so, or if another person acquires control of it;
"Confidential Information" means all information relating to a party's business and products (including without limitation its operations, plans, market opportunities, customers, suppliers, databases, know-how (including without limitation designs, processes of production and technology), trade secrets and software disclosed to the other party (whether in writing, orally or by any other medium).
"Customer" means in relation to Aggregate or the Approved Installer, a prospective or current customer for the Services.
"Customer Complaints Charter" means the Bradstone Approved Complaints Charter contained in the Business Guide, as may be varied by Aggregate from time to time.
"Group" means in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party from time to time ('subsidiary' and 'holding company' having the
meaning given to them in sections 1159 and 1162 of the Companies Act 2006).
“Guarantee” means the Bradstone Assured Guarantee issued by Aggregate to Customers, a copy of which is attached to the Business Guide as may be varied from time to time.
"Intellectual Property Rights" means patents, trade marks, service marks, logos, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), database rights, design rights, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.
"Membership Certificate" means the certificate issued by Aggregate on acceptance of an Applicant following consideration of the Applicant’s Application Form.
"Membership Criteria" means the criteria required to be met by Applicants for consideration as "Bradstone Assured" as such criteria may be amended from time to time. The current Membership Criteria is attached as Appendix 1 to these Terms and Conditions.
“Project Completion Card” means the card to be completed by the Customer and the Approved Installer on completion of the Services for that Customer, in the form attached to Business Guide, as may be varied from time to time.
"Services" means any works, products and services as may be provided to Customers by the Approved Installer, as such works, products and services are identified in the Bradstone Garden Landscaping Brochure available on the Website.
"Site Inspection" means an inspection by Aggregate of the Approved Installer’s premises and/or a site at which the Approved Installer is carrying out any of the Services.
"Subscription Fee" means the annual non-refundable subscription fee of £300 (plus VAT) payable by an Approved Installer, as such fee may be varied from time to time in accordance with the terms of this Agreement.
"Terms and Conditions" means these Bradstone Assured terms and conditions as amended, substituted or supplemented from time to time in accordance with their terms.
"Trade Marks" the trade marks, trade names and logos detailed in the Business Guide and any other trade marks, trade names and logos as Aggregate may from time to time notify to Approved Installers.
"Website" means the website at www.bradstone.com/assured.
"Welcome Pack" means the starter kit supplied by Aggregate to any newly Approved Installer.
"Working Day" means any day on which clearing banks (or the majority of them) are open for business in London but excluding Saturdays and Sundays.
1.2 If there is any conflict or ambiguity between any of the documents referred to in these Terms and Conditions, the conflict shall be resolved in accordance with the following order of precedence (the highest ranking first): (i) the Business Guide; (ii) the Membership Criteria, (iii) these Terms and Conditions; and (iv) the Application Form (excluding the Terms and Conditions and Membership Criteria).
2 BRADSTONE ASSURED APPROVAL
2.1 The Business Guide contains all information and guidelines that the Bradstone Installer is required to comply with (including without limitation marketing information and materials, health & safety requirements, Assured Points scheme details, customer after care, etc). Aggregate will not consider an Applicant’s application which does not contain all the required documentation and/or information and/or does not fulfil all of the Membership Criteria. Nothing in this Agreement shall require Aggregate to approve an Applicant’s application and Aggregate may at its discretion reject any application it receives regardless of whether all or any of the Membership Criteria have been met.
2.2 The Approved Installer warrants that it has obtained the consent from any trade or customer references to be contacted by Aggregate for the purposes of its application to be Bradstone Assured.
2.3 Where Aggregate decides to approve an Applicant’s application to be Bradstone Assured, Aggregate shall issue the Approved Installer with a Membership Certificate and a Welcome Pack.
2.4 An Agreement will be formed between Aggregate and the Approved Installer, on the basis of these Terms and Conditions, from the date on which Aggregate issues the Approved Installer with a Membership Certificate.
3 APPROVED INSTALLER’S OBLIGATIONS
3.1 On receipt of a Membership Certificate from Aggregate and, subject always to compliance with the requirements of this Agreement, the Approved Installer shall be entitled to hold itself out as being "Bradstone Assured".
3.2 During the term of this Agreement, the Approved Installer shall:
(a) comply with all of the requirements, obligations, rules and guidance set out in the Business Guide (including without limitation the members’ obligations detailed Business Guide), all Membership Criteria and all applicable laws, industry rules, standards and regulations applicable to the Services;
(b) use the promotional materials contained in the Welcome Pack solely to promote the Services and its membership as an Approved Installer and from time to time re-order from Aggregate any such Bradstone Assured promotional materials as it may require in accordance with condition 12;
(c) use its best endeavours to promote and use Aggregate Group’s products and services (including without limitation, the Guarantee) when performing the Services, except in circumstances where the Customer or any of its representatives or professional advisers have specified otherwise;
(d) supply such information as is indicated in the Business Guide or is reasonably required by Aggregate to allow Aggregate to complete the Approved Installer's profile on the Website;
(e) unless otherwise agreed in writing by Aggregate, take responsibility for all dealings with its Customers, including without limitation the supply of services and products and the management of credit risk processes, collection of payments and complaints, the resolution of any complaints arising under the Guarantee to the extent they relate to the provision of Services by the Approved Installer and the performance of all remedial work to rectify defective Services performed by the Approved Installer;
(f) abide by the Customer Complaint Charter;
(g) maintain an up-to-date Customer list and supply Aggregate with a copy of the same on request;
(h) in respect of any completed Customer project use its best endeavours to supply Aggregate with a Project Completion Card in order to claim points under the Assured Points scheme;
(i) in respect of any completed Customer project, where the Customer wishes to take the benefit of the Guarantee, complete, and procure that the Customer completes and returns to Aggregate, the Project Completion Card;
(j) comply with all reasonable and lawful instructions issued by Aggregate from time to time concerning the Services and its membership to the Bradstone Assured scheme; and
(k) conduct its business in accordance with the highest business standards and not perform any act (nor omit to do any act) which might reflect adversely upon the integrity, goodwill or reputation of Aggregate.
3.3 The Approved Installer undertakes to carry out the Services with all reasonable care, skill and diligence and to provide customer services of the highest standards as may be expected of a qualified and experienced provider of garden landscaping, patio and driveways paving services.
3.4 The Approved Installer warrants that all information it supplies to Aggregate, whether in the Application Form or otherwise during the term of this Agreement, is true, accurate and complete. The Approved Installer undertakes to notify Aggregate promptly of any changes to any of the details or documentation supplied by it to Aggregate.
3.5 The Approved Installer acknowledges that Aggregate has made available a Guarantee to Customers in relation to its products provided by Aggregate as well as the Services performed by the Approved Installer, in accordance with its terms. In consideration of Aggregate providing the Guarantee to Customers, the Approved Installer shall provide all Customers for Services with a five year warranty on material and workmanship supplied to such Customers.
3.6 The Approved Installer shall indemnify and keep Aggregate indemnified against all claims, losses, liabilities, damages, injuries, costs and expenses of any kind whatsoever (including without limitation any claim, settlement or other liability incurred by Aggregate in respect of any claims brought against it by any Customer, including without limitation any claims brought by a Customer under the Guarantee to the extent they relate to the provision of the Services) which Aggregate may incur as a result of or in connection with any acts, omissions, breach, negligent performance or failure in performance of this Agreement and/or breach of any agreement with a Customer by the Approved Installer. This indemnity shall survive termination or expiry of this Agreement.
4 AGGREGATE’S OBLIGATIONS
4.1 On payment of the first annual Subscription Fee by the Approved Installer, Aggregate shall provide the Approved Installer with the Bradstone Assured Welcome Pack.
4.2 During the term of this Agreement, Aggregate shall:
(a) include the name and details of the Installer in the list of Approved Installers appearing on the Website;
(b) supply the Approved Installer with all necessary login details and information required to access the Website’s Bradstone Assured members area;
(c) subject always to prior review and approval by Aggregate, allow the Approved Installer to upload promotional material on the Website;
(d) provide the Approved Installer such marketing support as Aggregate in its sole discretion deems appropriate;
(e) subject to condition 12, supply the Approved Installer with such Bradstone Assured marketing materials as the Approved Installer may from time to time require; and
(f) issue a Guarantee upon request to each Customer that properly completes a Project Completion Card and returns it to Aggregate.
4.3 Aggregate provides no warranty that: (a) any data or information provided by Aggregate through the Website is complete, up-to-date or accurate; and
(b) the Website will operate error-free, continuously or without any interruptions.
4.4 Notwithstanding anything to the contrary contained in this Agreement, Aggregate reserves the right, in its absolute discretion, to temporarily or permanently suspend the Approved Installer’s access to the Website’s members area and/or to withdraw its listing on the Website as Bradstone Assured in circumstances where, in Aggregate’s opinion, the Approved Installer has breached any of the terms of this Agreement.
5 SUBSCRIPTION FEE AND PAYMENT TERMS
5.1 Unless otherwise notified in writing by Aggregate, the Approved Installer shall pay the Subscription Fee (i) on the date set out in the Membership Certificate and (ii) subject to a satisfactory review under condition 7.1, on or before each anniversary of the Membership Certificate. The Subscription Fee shall be paid by one of the methods identified in the Application Form. On request from the Approved Installer, Aggregate may issue separate invoices (in a form suitable for VAT purposes) for the initial Subscription Fee and thereafter, for each renewal Subscription Fee.
5.2 If an Applicant’s application is rejected by Aggregate, Aggregate will refund any monies paid by the Applicant in respect of the Subscription Fee.
5.3 Aggregate reserves the right to review and, in its absolute discretion, to vary the Subscription Fee payable by the Approved Installer with effect from 1 March each year. Where the Subscription Fee is varied by Aggregate, the revised Subscription Fee shall apply to the immediately following annual payment due by the Approved Installer in accordance with condition 5.1.
5.4 All sums payable under this Agreement are exclusive of VAT and any other similar or equivalent taxes or duties.
5.5 Aggregate will issue separate invoices to the Approved Installer in respect of any marketing materials ordered by the Approved Installer which shall be supplied on Aggregate’s standard terms of supply. Other than in respect of the Subscription Fee (payable in accordance with condition 5.1 above), the Approved Installer shall pay any invoice issued by Aggregate within 30 days from the date set out on such invoice.
5.6 If the Approved Installer fails to pay in full on their due date any amounts which are payable to Aggregate pursuant to this Agreement then, without prejudice to any other right or remedy of Aggregate, the amount outstanding shall bear interest both before and after any judgment at three per cent per annum over the Bank of England’s base rate from time to time from the due date until, up to and including the date that payment is made in full.
6 STANDARDS MONITORING, CUSTOMER RATING AND TRAINING
6.1 Aggregate shall be entitled, on reasonable prior notice (which shall in no event be less than 2 hours), to carry out Site Inspections to monitor the quality and standards of the Services supplied by the Approved Installer and to verify compliance by the Approved Installer with the terms of this Agreement, including without limitation, the Guarantee. The Approved Installer shall allow access to its premises and where appropriate, procure access by Aggregate to any Customer sites or premises where the Services are being carried out (in which case the Approved Installer shall notify Aggregate in advance of the full contact/address details of the relevant Customer and the relevant Customer Site or premises). Aggregate shall be entitled, where it receives any Customer or trade complaint related to the Services provided by the Approved Installer, to carry out any Site Inspection without prior notice to the Approved Installer.
6.2 The Approved Installer shall be solely responsible for acknowledging and managing any customer complaints in accordance with the Customer Complaints Charter, including complaints relating to the Services, whether made to Aggregate or the Approved Installer under the Guarantee or otherwise.
6.3 Notwithstanding the provisions of condition 6.2, where Aggregate receives any complaints in relation to the Approved Installer or any of the Services, whether under the Guarantee or otherwise, Aggregate will notify the Approved Installer as soon as practicable and the Approved Installer shall:
(a) supply Aggregate with all reasonably information as Aggregate may require in relation to the relevant Services and/or Customer; and
(b) promptly comply with all recommendations or instructions of Aggregate to mitigate, rectify or address any issues identified in such complaint; and
(c) repay any claims, losses, liabilities, damages, costs and expenses of any kind whatsoever incurred by Aggregate that arise out of or in connection with any such complaint, including without limitation, any such items incurred by Aggregate under the Guarantee.
6.4 Aggregate may notify the Approved Installer of any relevant training that Aggregate may from time to time offer. The Approved Installer shall be entitled to attend such training at its own cost and expenses.
7 ANNUAL RECERTIFICATION PROCESS
7.1 On or before each anniversary of the Commencement Date, Aggregate will undertake a review of the Approved Installer's compliance with the Membership Criteria and any obligations set out in the Business Guide. Any such review may include, without limitation, a review meeting, Site(s) inspection, review of previous projects and Customer's feedback, etc.
7.2 Where the Approved Installer fails to meet the recertification process as set out in condition 7.1 above, this Agreement shall automatically terminate without any further costs or liabilities being due from Aggregate and the terms of condition 8.4 shall apply.
8 TERM AND TERMINATION
8.1 This Agreement shall be deemed to take effect on the date set out in the Membership Certificate and shall (subject to earlier termination in accordance with this condition 8) continue in force for a period of one (1) year (the "Initial Term"). At the end of the Initial Term, subject to successful recertification of the Approved Installer under condition 7, the term of the Agreement shall automatically extend for successive periods of one (1) year (the "Extended Term(s)"), unless the Approved Installer gives written notice to Aggregate, not later than 3 months before the end of the Initial Term or the end of the then current Extended Term, to terminate this Agreement at the end of the Initial Term or the relevant Extended Term (as the case may be).
8.2 Without prejudice to condition 8.3 below, Aggregate may terminate this Agreement at any time on providing 30 days prior written notice to the Approved Installer without any liabilities to the Approved Installer.
8.3 Aggregate shall have the right to terminate this Agreement with immediate effect at any time by giving notice in writing to the Approved Installer if:
(a) the Approved Installer commits a material breach of any of the terms of this Agreement (for the avoidance of doubt, failure by the Approved Installer to make any payment on its due date and failure to comply with any of the standards and requirements set out in the Business Guide shall constitute a material breach of this Agreement);
(b) the Approved Installer commits a breach of this Agreement which is not capable of remedy or, in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a notice in writing from Aggregate requiring the Approved Installer to do so;
(c) an order is made or a resolution is passed for the winding-up of the Approved Installer or an order is made for the appointment of an administrator to manage the affairs, business and property of the Approved Installer or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the Approved Installer's assets or undertaking or circumstances arise which entitled the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding-up or bankruptcy order or the Approved Installer takes or suffers any similar or analogous action in consequence of debt;
(d) the Approved Installer, being an individual, is the subject of a bankruptcy petition or order;
(e) if there is a Change of Control of the Approved Installer without the prior consent in writing of Aggregate (such consent not to be unreasonably delayed) and the Approved Installer shall give at least 14 days notice of the proposed Change of Control;
(f) Aggregate has received two or more Customer complaints or one claim under the Guarantee in respect of the Approved Installer in any twelve months rolling period; or
(g) the Approved Installer is guilty of any conduct (including without limitation any criminal conviction other than a motor offence) which, in Aggregate's sole opinion, is prejudicial to or likely to prejudice Aggregate's interests, reputation or goodwill.
8.4 On the termination (howsoever arising) or expiry of this Agreement the Approved Installer’s shall:
(a) immediately stop holding itself out as "Bradstone Assured" and shall not do anything that may indicate any relationship between the Approved Installer and Aggregate;
(b) immediately pay to Aggregate any sums due to it;
(c) remove all Bradstone Assured marketing signs, logos or materials from its vehicles, premises, stationery, equipment or otherwise;
(d) at its own cost return to Aggregate the Welcome Pack or any remaining or unused items of the Welcome Pack (including without limitation all Bradstone Assured ID cards supplied by Aggregate); and
(e) stop accessing (and shall not attempt to access or use) the Website members’ area and shall be removed from the Bradstone Assured listing appearing on the Website.
8.5 The provisions of conditions 3.6, 5, 8, 9, 10, 11, 13 and 14 shall survive expiry or termination of this Agreement.
THE APPROVED INSTALLER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION 9
9.1 Nothing in this Agreement shall operate to exclude or limit the liability of Aggregate for death or personal injury caused by Aggregate’s negligence, or fraud or for any obligation implied by law which cannot lawfully be excluded or limited.
9.2 Aggregate’s liability under this Agreement, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, for all claims arising out of or in connection with this Agreement shall not in aggregate exceed the higher of 200% of the Subscription Fees paid or payable by the Approved Installer to Aggregate during the term of the Agreement or the sum of £600.
9.3 Aggregate shall not be liable for any loss of profit, loss of anticipated profit, loss of business, loss of contract, economic loss, overhead recovery, anticipated savings, loss of data, loss of reputation, depletion of goodwill, whether such losses are direct or indirect, nor for any special, indirect or consequential loss or damage, or otherwise for any costs, expenses or claims for consequential compensation (howsoever arising).
9.4 Aggregate hereby excludes to the fullest extent permitted by law all conditions, terms, warranties and stipulations, express (other than those set out in this Agreement) or implied, statutorily, customarily or otherwise which, but for such exclusion would or might subsist in favour of the Approved Installer.
9.5 The provisions of this condition 9 shall survive the termination or expiry (for whatever reason) of this Agreement.
10.1 The Approved Installer shall take out and maintain throughout the term of this Agreement full and effective insurance covering:
(a) public liability in a sum of not less than £2,000,000;
(b) employer's liability in a sum of not less than £1,000,000;
(c) any other policy of insurance which a reasonably prudent business person is required by law to take out or would otherwise take out in order to cover the Approved Installer’s potential liabilities under this Agreement.
10.2 Any insurance required to be effected under this Agreement shall be placed with an insurer of good repute. The Approved Installer shall provide Aggregate upon request with details of all relevant insurance policies/cover notes and with evidence reasonably satisfactory to Aggregate as to the terms of such insurance and that the premium has been paid.
11 CONFIDENTIALITY AND DATA PROTECTION
11.1 The parties agree that they shall at all times (both during the term of this Agreement and after its termination):
(a) use the Confidential Information of the other party strictly for the purposes of this Agreement and for no other purposes; and
(b) subject to condition 11.2, keep the other party’s Confidential Information confidential and not without the prior written consent of that party disclose any Confidential Information to any third party.
11.2 To the extent necessary to implement the provisions of this Agreement (but not further or otherwise), each party may disclose Confidential Information to any of its employees provided that before any such disclosure it shall make those persons aware of the confidentiality obligations undertaken under this Agreement.
11.3 The obligations contained in conditions 11.1 and 11.2 above shall not apply to any Confidential Information which:
(a) was public knowledge or already known to the receiving party at the time of disclosure;
(b) subsequently becomes public knowledge other than by breach of this Agreement; or
(c) subsequently comes lawfully into the possession of the receiving party from a third party.
11.4 Each party shall comply with all applicable data protection and privacy laws and regulations including without limitation the provisions of the Data Protection Act 1998 (the "DPA") and not by any act or omission put the other party in breach of them in connection with this Agreement.
11.5 Where in connection with this Agreement, the Approved Installer processes personal data (as defined in the DPA) on behalf of Aggregate, the Approved Installer shall:
(a) implement appropriate technical and organisational measures to protect the personal data against accident or unlawful processing;
(b) not process the personal data for any other purposes than those set out in this Agreement;
(c) only process personal data in accordance with Aggregate’s instructions;
(d) not transfer nor allow access to any personal data by any third party without Aggregate’s prior written consent; and
(e) provide prompt and full co-operation and assistance to Aggregate in allowing data subjects (as defined in the DPA) to have access to that personal data and/or to ensure that the personal data is deleted, updated or amended as and when required by Aggregate.
12 PROMOTIONAL MATERIALS
12.1 The Approved Installer undertakes to use the Trade Marks and any promotional materials contained in the Welcome Pack or purchased from Aggregate in accordance any guidelines contained in the Business Guide and with any instructions provided from time to time by Aggregate.
12.2 During the term of this Agreement, the Approved Installer may require and, subject to availability, Aggregate shall supply any promotional material as the Approved Installer may require to promote the Services and its Bradstone Assured membership. The conditions under which the Approved Installer may purchase such promotional materials are set out in the Business Guide.
13 INTELLECTUAL PROPERTY
13.1 Aggregate grants a non-exclusive, revocable, non transferable licence to the Approved Installer to use the Trade Marks solely for the purposes of this Agreement. On expiry or termination of this Agreement for any reason, the licence granted under this condition 13 shall automatically terminate.
13.2 The Approved Installer acknowledges that all rights in the Trade Marks and any other Intellectual Property Rights of Aggregate shall remain the exclusive property of Aggregate and the Approved Installer shall not assert any claim of ownership to the Trade Marks, or to the goodwill or reputation thereof, by virtue of the Approved Installer’s use of the Trade Marks under this Agreement, or otherwise.
13.3 The Approved Installer accepts that:
(a) it is only permitted to use Aggregate’s Intellectual Property Rights (including without limitation any of the Trade Marks) for the purposes of and during the term of this Agreement as authorised by Aggregate; and
(b) it will not do or omit to do or authorise any third party to do or to omit to do anything which could invalidate or be inconsistent with Aggregate’s Intellectual Property Rights (including without limitation any of the Trade Marks).
13.4 The Approved Installer shall, at the request and expense of Aggregate, take all steps during the term of this Agreement as Aggregate may reasonably require to assist Aggregate in maintaining Aggregate’s Intellectual Property rights valid and effective or to take and defend any court or other dispute proceedings concerning such Intellectual Property Rights matters.
13.5 The Approved Installer shall use the Trade Marks in the form and manner stipulated from time to time by Aggregate and shall observe any reasonable directions given by the Aggregate as to colours and size of representations of the Trade Marks and its manner and disposition in relation to the Services and all advertising, promotional and other documentary material which makes use of any of the Trade Marks.
14.1 This Agreement constitutes the entire agreement and understanding between the parties in relation to its subject matter and supersedes all previous agreements, negotiations and discussions between the parties relating to it.
14.2 The Approved Installer agrees that in entering into this Agreement it has not entered into this Agreement in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) except as expressly set out in this Agreement.
14.3 A person who is not a party to this Agreement shall not have any rights under or in connection with it.
14.4 Nothing in this Agreement is intended to, or shall be deemed to, establish a relationship of employer/employee, or any partnership or joint venture between any of the parties, nor constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
14.5 Save as expressly provided in this Agreement, no variation of this Agreement shall be binding upon the parties unless evidenced in writing.
14.6 The Approved Installer may not at any time assign, sub-contract or transfer its rights and/or obligations under this Agreement without Aggregate's prior written consent. Such consent, if given, shall not relieve the obligations or liability of the Approved Installer under this Agreement. Aggregate may assign, sub-contract or transfer its rights and/or obligations under this Agreement without the consent of the Approved Installer.
14.7 If any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the remaining provisions shall remain in full force and effect unless Aggregate gives notice that in its opinion the effect of such declaration is to defeat the original intention of the parties in which event this Agreement shall terminate forthwith.
14.8 The failure by a party to exercise or delay in exercising any right or remedy under this Agreement shall not be regarded as a waiver of such right or remedy, or a waiver of other rights or remedies. No single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or any other right or remedy.
14.9 The construction, validity and performance of this Agreement shall be governed by English law. The parties hereby submit to the exclusive jurisdiction of the English courts.