Terms and Conditions

General & Business

It is agreed as follows:

Definitions and Interpretation

In this Agreement, unless expressly stated otherwise:

Agreement	has the meaning given to it in the Order Form.
Applicable Laws	all applicable laws, statutes, regulations and codes from time to time in force.
Business Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges	the charges payable by the Customer for the supply of the Services by Ocean Charge, as set out in the Order Form.
Commencement Date	has the meaning given in the Order Form.
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 company that purchases the Services from Ocean Charge, as identified in the Order Form.
Customer Materials	all information, materials, equipment and tools, drawings, specifications and data supplied by the Customer to Ocean Charge including where applicable car park plans necessary for Ocean Charge to comply with its obligations under this Agreement.
Data Protection Legislation	all applicable data protection and privacy legislation in force from time to time in the UK including: (a) the UK GDPR; (b) the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); (c) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended, and any replacement legislation coming into effect from time to time; and (d) all laws and regulations applicable to the relevant party relating to the processing of personal data under or in relation to this Agreement including, where applicable, the guidance and codes of practice issued by a supervisory authority.
Deliverables	any outputs of the Services including any documents, products and materials developed by Ocean Charge or its agents, subcontractors and personnel as part of or in relation to the Services in any form.
Intellectual Property Rights	any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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.
Lease	if applicable, means a lease entered into between Ocean Charge and the Customer.
Liability	any and all liability arising out of or in connection with this Agreement, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability under any indemnity and/or arising from a breach of, or a failure to perform or defect or delay in performance of, a party’s obligations under this Agreement, in each case howsoever caused including if caused by negligence or if caused by a deliberate and/or repudiatory breach by that party;
Mandatory Policies	Ocean Charge’s business policies listed in the Order Form as at the Commencement Date, as may be amended by notification to the Customer from time to time.
Ocean Charge Equipment	any equipment owned by Ocean Charge as set out on the Order Form including all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Ocean Charge IPRs	all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
Order Form	the Customer’s order for the supply of Services.
Property	the property specified on the Order Form.
Service Level Agreement	the Service Level Agreement applicable to this Agreement as specified on the Order Form.
Services	the services, including without limitation any Deliverables, to be provided by Ocean Charge pursuant to this Agreement, as described in the Order Form.
Services Start Date	the day on which Ocean Charge is to start provision of the Services, as set out in the Order Form.
Terms and Conditions	these terms and conditions.
UK GDPR	the United Kingdom’s retained version of the General Data Protection Regulation ((EU) 2016/679) as defined in section 3(10) (and as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT	value added tax.
Wayleave	if applicable, means a wayleave entered into between Ocean Charge and the Customer.

Interpretation:
1. A reference to legislation or a legislative provision:
  - is a reference to it as amended, extended or re-enacted from time to time; and
  - (a)shall include all subordinate legislation made from time to time under that legislation or legislative provision.
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.
3. A reference to writing or written includes email.

Duration of this Agreement
1. This Agreement shall come into force on the Commencement Date and shall continue in full force and effect for the duration stipulated on the Order Form unless terminated earlier in accordance with its terms.
Supply of services
1. Ocean Charge shall provide the Services to the Customer from the relevant Services Start Date for the periods specified in the Order Form in accordance with the terms of this Agreement.
2. In supplying the Services, Ocean Charge shall:
  1. perform the Services with reasonable care and skill;
  2. use reasonable endeavours to meet any performance dates but any such dates shall be estimates only and time for performance by Ocean Charge shall not be of the essence of this agreement;
  3. comply with all Applicable Laws provided that Ocean Charge shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement and if applicable any Lease or Wayleave;
  4. observe all reasonable health and safety rules and regulations and security requirements that apply at the Property and have been communicated to Ocean Charge, provided that Ocean Charge shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement; and
  5. take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that Ocean Charge may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of this Agreement.
3. Ocean Charge reserves the right to amend the Services at any time and without notice if necessary to comply with Applicable Laws, or if the amendment will not materially affect the nature or quality of the Services, and Ocean Charge shall notify the Customer in any such event.
4. Where the Customer is a business customer, the Customer may by notice in writing request:
  1. that the Services at the Property are transferred to another property; or
  2. the provision of additional Services or removal of Services already being provided, in each case, subject always to the written agreement of Ocean Charge.
Ocean Charge Equipment
1. In the event that Ocean Charge use and/or provide any Ocean Charge Equipment to the Customer in the provision of the Services, the Ocean Charge Equipment shall at all times remain the property of Ocean Charge, and the Customer shall have no right, title or interest in or to the Ocean Charge Equipment other than in relation to returning any Ocean Charge Equipment (if applicable) in accordance with Clause 4.3, it must be retained at the Property during the term of this Agreement and thereafter, unless Ocean Charge agrees otherwise in writing.
2. Where the Customer is a business customer, the Customer shall not:
  1. do anything or allow anything to be done at the Property that may cause damage to or interfere with the Ocean Charge Equipment or prevent use or easy access to it; or
  2. without prejudice to the generality of the foregoing, interfere or tamper with, sell, charge, mortgage or otherwise deal in or obstruct or remove or obscure notices attached to the Ocean Charge Equipment nor allow any third party to do any of the foregoing.
3. In the event of a fault with the Ocean Charge Equipment during the term of this Agreement, the Customer may contact Ocean Charge and return the relevant item as directed. Ocean Charge shall test and shall repair or replace the Ocean Charge Equipment at no cost to the Customer save where Ocean Charge reasonably believes that there is no fault or that the fault is due to the act, omission or negligence of the Customer, in which event the Customer shall be liable for payment of a charge for such repair or replacement provided to the Customer in connection with the Services.
Customer’s obligations
1. The Customer shall during the term of this Agreement:
  1. co-operate with Ocean Charge in all matters relating to the Services;
  2. comply with all Applicable Laws and the Mandatory Policies when performing its obligations under this Agreement and if applicable any Lease or Wayleave;
  3. have the necessary permissions, licences, consents, and similar authorisations to allow access to the Property to enable the provision of the Services;
  4. provide Ocean Charge, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Property, other facilities and information and data (in whatever form) as required by Ocean Charge to enable Ocean Charge to provide the Services;
  5. provide, in a timely manner, such information as Ocean Charge may require, and ensure that it is accurate and complete in all material respects; and
  6. inform Ocean Charge of all health and safety and security requirements that apply at the Property.
2. The Customer warrants that it contracts as a business customer and not as a consumer.
3. The Customer agrees that any connection dates provided by Ocean Charge are estimates only. Ocean Charge shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any delay in installing or activating the Services or otherwise for any failure to achieve such dates.
4. If Ocean Charge’s performance of its obligations under this Agreement and if applicable any Lease or Wayleave is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees (Customer Default), Ocean Charge shall:
  1. not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
  2. be entitled to payment of the Charges despite any such prevention or delay;
  3. be entitled to recover any additional costs, charges or losses Ocean Charge sustains or incurs that arise directly or indirectly from such prevention or delay;
  4. without limiting or affecting any other right or remedy available to it, Ocean Charge 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 Ocean Charge’s performance of any of its obligations; and
  5. Ocean Charge shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Ocean Charge’s failure or delay to perform any of its obligations as set out in this clause 5.2.
5. Unless Ocean Charge provide its written consent to the contrary, the Customer acknowledges and agrees that:
  1. the Services are provided for use at and within the Property only;
  2. the Customer shall not resell the Services to other persons whether for profit or otherwise and shall not charge other persons for use of the Services.
6. Where the Customer is a business customer:
  1. the Customer shall notify Ocean Charge in the event that it is planning to relocate to new property (other than the Property). Ocean Charge is only able to provide its Services at such new property if these are already set up to be connected to Ocean Charge’s network at the time of the relocation. If Ocean Charge does provide its Services to the Customer at the new property, Ocean Charge shall be entitled to treat the Customer as a new Customer. This means that the Customer shall be required to repeat the ordering process again and may be liable to pay additional Charges in relation to Ocean Charge’s provision of Services at such new property. The Customer may, however, be able to use the Equipment previously provided by Ocean Charge. Where the Customer requests (and Ocean Charge is able to provide) Services at the new property, Ocean Charge shall provide further information regarding the applicable Charges during the relevant ordering process.
  2. if Ocean Charge cannot provide its Services at the new property, the Customer may terminate this Agreement in accordance with Clause 13.3 below and the provisions of Clause 13.4 shall apply to such termination.
Lease and/or Wayleave
In the event that the Customer has entered into a Lease and/or Wayleave, the following provisions of this clause 6 shall apply:
1. The Customer shall:
  1. observe and comply with any Lease (including any landlord covenants in any Lease) and/or Wayleave;
  2. not do anything on or in relation to the Property that would or might cause Ocean Charge to be in breach of its covenants and the conditions contained in any Lease and/or Wayleave;
  3. if applicable, at the reasonable and proper cost of Ocean Charge, to enter into any such transfer, lease, deed of grant, wayleave agreement and/or any other legal documentation required by a statutory undertaker in connection with the provision by Ocean Charge of the Services;
  4. if applicable provide Ocean Charge in a timely manner all information and documentation (whether written or verbal) as reasonably required by Ocean Charge in connection with the performance of its rights and obligations under this Agreement and ensure that they are accurate and complete in all material respects including site maps, power and utilities maps and information relating to power availability.
Service Level Agreement and Service Interruptions
1. If applicable, where the parties have entered into a Service Level Agreement, Ocean Charge shall provide the Services in accordance with its obligations under the Service Level Agreement.
2. Ocean Charge may from time to time:
  1. alter, interrupt, suspend or make changes to the Services for operational or technical reasons; and
  2. make changes to technical specifications which are associated with the Services.
3. Ocean Charge shall take all reasonable steps to minimise the effect of any interruptions or disruptions and try to restore the Services as soon as reasonably possible but the Customer acknowledges and agrees that:
  1. it is technically impossible for Ocean Charge to provide an uninterrupted or fault-free Service;
  2. no warranty or representation is made in respect of the same; and
  3. all implied terms and conditions to such effect are excluded.
4. If Ocean Charge makes any of the changes mentioned in Clause 7.2 or will need to suspend its Services for any of the reasons mention in Clause 7.2, Ocean Charge shall use reasonable endeavours to attempt to notify the Customer of this, where the Services will be significantly affected.
Intellectual property
1. Ocean Charge and its licensors shall retain ownership of all Intellectual Property Rights in the Ocean Charge IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
2. Ocean Charge grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use and copy Ocean Charge IPRs for the purpose of receiving and using the Services and the Deliverables during the term of this Agreement.
3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 8.2.
4. The Customer grants Ocean Charge a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer Materials for the term of this Agreement for the purpose of providing the Services to the Customer in accordance with this Agreement.
5. The Customer shall indemnify Ocean Charge in full against any sums awarded by a court against Ocean Charge arising of or in connection with any claim brought against Ocean Charge for actual or alleged infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Materials by Ocean Charge.
Data protection
1. Each party shall comply with the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Ocean Charge is the processor.
3. The Customer shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Ocean Charge for the duration and purposes of this Agreement.
4. Ocean Charge shall in relation to any personal data processed in connection with the performance of its obligations under this Agreement:
  1. process that personal data only on the documented written instructions of the Customer unless Ocean Charge is required by Applicable Laws to otherwise process that personal data. Where Ocean Charge is relying on Applicable Laws as the basis for processing personal data, Ocean Charge shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Ocean Charge from so notifying the Customer;
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
  4. not transfer any personal data outside of the United Kingdom unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    - (a)the Customer or Ocean Charge has provided appropriate safeguards in relation to the transfer;
    - (b)the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
    - (c)Ocean Charge complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
    - (d)Ocean Charge complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
  5. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Customer without undue delay on becoming aware of a personal data breach;
  7. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with this clause and inform the Customer if, in the opinion of Ocean Charge, an instruction infringes the Data Protection Legislation.
Charges and payment
1. In consideration for the provision of the Services, the Customer shall pay Ocean Charge the Charges as set out in the Order Form and in accordance with this clause 9.
2. Ocean Charge shall submit invoices for the Charges plus VAT if applicable to the Customer monthly in advance.
3. The Customer shall pay each invoice due and submitted to it by Ocean Charge, within 30 days of receipt, to a bank account nominated in writing by Ocean Charge.
4. If the Customer fails to make any payment due to Ocean Charge under this Agreement by the due date for payment, then, without limiting Ocean Charge’s remedies under clause 13(Termination):
  1. 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 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%; and
  2. Ocean Charge may suspend all Services until payment has been made in full.
5. All amounts payable by the Customer under this Agreement exclude amounts in respect of VAT, which the Customer shall additionally be liable to pay to Ocean Charge at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6. All amounts due under this Agreement from the Customer to Ocean Charge shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Limitation of liability
1. Nothing in this clause 11 shall limit the Customer’s payment obligations under this Agreement.
2. Nothing in this Agreement limits or excludes the Liability of either party arising from:
  1. death or personal injury caused by its negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
  4. any other matter in respect of which it would be unlawful to limit or exclude liability.
3. Subject to clause 11.1 and clause 11.2, Ocean Charge’s total aggregate Liability to the Customer under this Agreement, shall not exceed an amount equivalent to the Charges paid or payable by the Customer to Ocean Charge pursuant to this Agreement in the preceding twelve (12) months.
4. Subject to clause 11.1 and clause 11.2, Ocean Charge shall have no Liability to the Customer for any:
  1. loss of profits (in each case whether direct, indirect or consequential);
  2. loss of sales or business (in each case whether direct, indirect or consequential);
  3. loss of agreements or contracts (in each case whether direct, indirect or consequential);
  4. loss of anticipated savings (in each case whether direct, indirect or consequential);
  5. loss of use or corruption of software, data or information or loss or damage caused by malware or the unauthorised use of the Services on any of the Customer’s devices (or those of any other user of the Services (in each case whether direct, indirect or consequential);
  6. loss of or damage to goodwill (in each case whether direct, indirect or consequential); and
  7. indirect or consequential loss.
5. Ocean Charge gives no warranty that the Services will be free of faults or uninterrupted or the Ocean Charge Equipment or any other equipment will never be faulty.
6. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
Insurance
1. Ocean Charge shall obtain, carry, pay for and maintain in force with a reputable insurer, for the duration of this Agreement, policies of insurance in respect of:
  1. public liability insurance cover of not less than £5 million in aggregate covering Ocean Charge’s legal liability in respect of bodily injury to third parties and/or property damage, arising from Ocean Charge’s business activities;
  2. employer’s liability insurance cover of not less than £10 million in aggregate covering Ocean Charge’s legal liability in respect of bodily injury or disease to employees, arising from Ocean Charge’s business activities; and
  3. professional Indemnity insurance of not less than £1 million in aggregate, covering Ocean Charge’s legal liability for financial damages, and claim expenses, that Ocean Charge are legally liable to pay resulting from its negligent act, error or omission, in each case subject to the terms and conditions of such insurance policies.
Termination
1. Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of its obligations under this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
  2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
  3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  4. the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
  5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other party;
  6. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
  7. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
  8. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
  9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
  10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 13.1.2 to 13.1.9 (inclusive); or
  11. 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
  12. the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in.
2. Without affecting any other right or remedy available to it, Ocean Charge may terminate this Agreement with immediate effect by giving written notice to the Customer if:
  1. if applicable, any Lease or Wayleave entered into by the Customer is terminated;
  2. the Customer fails to pay any amount due under this Agreement on the due date for payment;
  3. the Customer fails to procure any necessary permissions, licences, consents, and similar authorisations as set out in Clause 5.1.3; or
  4. there is a change of control of the Customer.
3. In the event that the Customer is planning to relocate to a new property (other than the Property) as detailed in Clause 5.6.1, if Ocean Charge cannot provide its Services at the new property, the Customer may terminate this Agreement on providing 60 days prior written notice to Ocean Charge.
4. On termination of this Agreement for whatever reason:
  1. if the Customer is a business customer, Ocean Charge shall remove the active charge point;
  2. if the Customer is a business customer, at Ocean Charge’s request, require the Customer to return any Ocean Charge Equipment to Ocean Charge ensuring that such Ocean Charge Equipment is returned in good working order;
  3. the Customer shall immediately pay to Ocean Charge all of Ocean Charge’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Ocean Charge may submit an invoice, which shall be payable immediately on receipt;
  4. any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect; and
  5. termination of this Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
General
1. Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
2. Assignment and other dealings.
  1. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Ocean Charge’s prior written consent.
  2. Ocean Charge may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
3. Confidentiality.
  1. Each party shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its group, except as permitted by clause 14.3. For the purposes of this clause 14.3, “group” means, in relation to a party, the party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
  2. Each party may disclose the other party’s confidential information:
    - (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and
    - (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. Each party shall not use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
  4. Ocean Charge shall have the right to promote the relationship between the parties (including without prejudice to the generality of the foregoing using the name of the Customer and any locations of the Property) at any time during this Agreement and such promotion shall not be deemed a breach of this clause 14.3.
4. Entire agreement.
  1. This Agreement 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.
  2. Each party acknowledges that in entering into this Agreement 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. Waiver.
  1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  2. A failure or delay by a party to exercise any right or remedy provided under this Agreement 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 this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. Severance. If any provision or part-provision of this Agreement 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 14.7 shall not affect the validity and enforceability of the rest of this Agreement.
8. Notices.
  1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
    - (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    - (b) sent by email to the address specified for each party in the Order Form.
  2. Any notice or communication shall be deemed to have been received:
    - (a) if delivered by hand, at the time the notice is left at the proper address;
    - if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    - (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.8.2(c), “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  3. This clause 14.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
9. Third party rights. This Agreement does not give rise to any rights under this Agreements (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
10. Governing law. This Agreement, 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.
11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

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