This website is owned and managed by CLAIRE NOELLE DESIGN (‘CND’, ‘us’, ‘we’, ‘our’).
These Terms and Conditions (‘Terms’) relate to the services provided by Claire Noelle Design, represented by graphic designer Claire Rowland, and apply to clients, recipients of our services and any and all users of the CND website (‘Website’).
By accessing and using the Website, or our social media platforms, and/or by purchasing any of our services or products, you agree to be bound by these Terms without any modifications and you acknowledge reading them.
These Terms must be read in conjunction with our privacy policy which is available on our Website. We are committed to ensuring the security and privacy of your information, and our Terms, along with our privacy policy, explain in more detail the categories of information we collect from you, the purposes for and the manner in which the information is processed and used.
1. Contractual Relationship
1.1 Subject to any rule of law to the contrary, no contract between CND and yourself shall be deemed to be formed until the booking form incorporating these Terms is counter-signed by you and/or you have paid the Deposit to us implying your agreement to these Terms.
1.2 You confirm that you have read, understood and agreed to the scope of work outlined in the booking form and the Terms of Service. Your continuing instructions and payment of the Deposit in accordance with paragraph 4.2 will confirm your acceptance of these Terms.
1.3 These Terms represent a legally binding contract between the Parties and the provision of our services to you shall be governed by these Terms.
1.4 A reference to ‘Agreement’ shall mean these Terms of Service.
1.5 For the purposes of these Terms a reference to ‘Project’ shall mean the services and deliverables that CND will provide to you.
1.6 A reference to ‘Business Day’ shall mean any day between Monday and Friday that is not a public holiday, and on which the banks in the city of London are open for non-automated commercial business.
2. Booking us for our services
2.1 You can enquire about our services and availability by emailing us at clairenoelledesign@gmail.com. Should you wish to book us for a service you must:
- return a counter-signed copy of the booking form to us, as this will outline the scope of work and the corresponding fee for the work to be undertaken by CND
- pay upfront a non-refundable deposit equivalent to 50% of the Project Fee (‘Deposit’) prior to commencement of the Project
The booking form along with these Terms shall form a binding contract between CND and yourself.
2.2 All bookings are provisional until you return a signed copy of the booking form to us and/or pay the Deposit in accordance with paragraph 4.2.
3. Scope of Work and Variations
3.1 The scope of work, and where possible time scales will be clearly outlined in the booking form in accordance with the brief given by you (‘Original Brief’/ ‘Brief’).
3.2 While we try our best to deliver our services in accordance with your Original Brief, sometimes we may have to rely on external factors outside of our control such as, without limitation, the availability of material, manpower, availability of equipment, transport, predicted weather conditions and availability of third-party service providers. If we cannot provide a service in accordance with the Original Brief, we will inform you promptly, and recommend alternate options for you to consider. We do not assume any liability arising from or in connection with the inability to deliver a service in accordance with the Original Brief for reasons outside of our control. You shall not be entitled to terminate this Agreement if alternate options can be secured in accordance with this clause. Should you wish to cancel your booking, i.e., terminate the Agreement the provisions outlined in section 8 will apply.
3.3 We reserve the right to substitute a product or service within the Original Brief on prior notification to you, without any liability for such changes or alterations.
3.4 Any additions or variations to the Original Brief (‘New Brief’) must be discussed with us. If we can deliver services in accordance with the New Brief, a revised fee quote will be provided to you, and all amounts payable to us or to third-party suppliers will be adjusted accordingly. Our fulfilment of the New Brief is subject to the provisions of paragraph 3.2.
3.5 Delivery- We deliver deliverables within and outside the United Kingdom. Shipping costs will be added to your final invoice accordingly.
4. Charges and Terms of Payments
4.1 Project Fees
a. When you book us for our services we will provide you with a fee quote. Our fee quote will remain valid for 10 (ten) Business Days from the date of issue, and will include the following:
- Our fees for the scope of work including the cost of sub-contractors who we partner with to deliver services included in the scope of work
- VAT
- Shipping Costs
(cumulatively ‘Project Fee’)
b. Our fee quote does not include:
- Costs of material sourced from third-parties (unless this is included in our scope of work)
- Costs payable to third-party sub-contractors commissioned by you
- Costs relating to additions to or deviations from the Original Brief (i.e. if there are additions or variations to the scope of work, a revised fee quote reflecting the additional/revised scope of work will be shared with you)
* You acknowledge that the Project Fee referred to in the booking form or otherwise communicated to you represents the best estimate of the costs of the Project based on the information available and the Original Brief given at the time this Agreement is entered into, and that adjustments may need to be made to the Project Fee by CND (acting reasonably and in its sole discretion) to reflect changed circumstances and/or a revised brief
4.2 Terms of Payment
i. Deposit –In order to confirm the Project you must pay the Deposit at the time of returning, or failing which, not later than 5 (five) Business Days from the date on which you submit the counter-signed booking form to us. Non-payment of the Deposit within the above-mentioned time-frame will be construed as a withdrawal of your booking form, and we will not commence work on the Project. We cannot guarantee that the same fee quote will remain valid in the future.
ii. The remaining Project Fee shall become payable on completion of the Project, within 15 (fifteen) calendar days from the date on which we raise our invoice (‘Due Date’).
iii. Late payments- We reserve the right to charge a late payment fee equivalent to 10% of the outstanding invoiced amount in case an invoice is not paid by the Due Date. In addition we shall have recourse to legal and equitable remedies, including without limitation, the appointment of third party collection services to recover any outstanding amounts that you owe us, including without limitation the late payment fee.
iv. Method of payment- We accept payments by way of a bank transfer. You will find payment details on our invoice(s).
v. We are responsible for paying suppliers or sub-contractors engaged by us for the purposes of delivering services included within our scope of work. For example, if as part of our scope of work we are required to print brochures for you, we will be responsible for sourcing and paying the printer.
vi. You are responsible for paying the sub-contractors and suppliers commissioned by you. Should you instruct us to source a particular product/service from a third-party supplier we will only charge an admin fee for liaising with or supervising the supplier. You shall make direct payments to third-party sub-contractors, service providers and suppliers commissioned by you or on your behalf outside of the scope of work.
5. Third-party suppliers and sub-contractors
5.1 In order to execute a Project we may work with third-party suppliers and sub-contractors. We shall be responsible for paying third-party suppliers and sub-contractors engaged by us, and shall assume responsibility for the quality of the work done by them.
5.2 You may commission your own suppliers and sub-contractors to assist with elements of the Project, for example you may commission us to design branding-related artwork and supply digital copies of it, while you may commission another third-party supplier to print and provide hard copies. In such cases we assume no responsibility and/or liability for the services provided by third-party suppliers and/or sub-contractors commissioned by you. You shall be responsible for paying suppliers and sub-contractors not engaged by us.
6. Client’s approval
6.1 As much as possible we will regularly show you and discuss with you the designs and/or elements of the Project that are in progress, so that you may be able to provide us with your feedback. For this purpose we will have regular review calls. Review calls generally take place via online platforms such Zoom, Microsoft Teams, Google Meets and/or similar platforms. Where necessary we also offer in-person review meetings
6.2 You must give your feedback and/or approval in writing [writing includes email] no later than the time frame mutually agreed to by the Parties during a review call (‘Approval Period’). Should you not provide feedback within the Approval Period the designs and/or elements of the Project shall be deemed accepted by you, and CND shall not be held liable for the final design or outcome.
6.3 Please note that delays in feedback from you will result in longer lead times and the time frame within which we can deliver the Project, and you agree that we will not be liable for such delays.
6.4 Once the deliverables, including without limitation digital copies of artwork and designs, are approved or deemed approved by you, they shall constitute final deliverables, delivered in accordance with the Original Brief. Requests for changes if any will be considered as a New Brief, subject to additional fees in accordance with the provisions of paragraph 3.4
6.5 Approval before printing
a. If you have commissioned us to deliver printed deliverables to you, in addition to obtaining regular feedback from you in accordance with the provisions of paragraph 6.2, we will share the final digital copy of the deliverable(s) with you for ‘sign-off before printing’.
b. Please note that unless we receive your approval in writing (writing includes e-mail), we will not proceed to printing. We will not be liable for any delays in the delivery of printed deliverables arising from or as a result of a delay in sign-off before printing caused by you.
c. Once you have approved digital drafts of the deliverables and have confirmed that they can proceed to printing, we will not be liable for the content of the deliverables, i.e. text, typos, choice of graphics etc.
d. We shall be responsible for the quality of printing services where you have commissioned printing to us. In cases where you commission printing to a third-party supplier we shall not be liable for the final outcome including without limitation, the quality and/or content of the deliverable(s)
e. Once the deliverables have been printed in accordance with your feedback and final approval, and you wish to make changes to the deliverables, such variations shall constitute a New Brief and will be subject to an additional fee.
6.6 Offering services that are of high-quality is of utmost importance to us at CND, which is why we send you draft deliverables for feedback on a regular basis. The purpose of our review calls is to ensure that you are satisfied with the final outcome of the deliverables, and that they are in accordance with your vision and preferences. We take every measure possible to ensure that you are satisfied with the final deliverable(s), which is why once you have given your final approval of the deliverable(s) we shall have no liability to you for any claim in respect of un-satisfactory deliverables or poor quality of services.
7. Post-completion support
7.1 After the conclusion of your Project if you need on-going support please enquire about our follow-up and support packages by emailing us at clairenoelledesign@gmail.com
8. Cancellation of a Project and Termination of the Agreement
8.1 If you would like to cancel your Project or terminate this Agreement, you must give us a 7 (seven) Business Days’ notice in writing (writing includes email) (‘Termination Notice’).
8.2 Please note that the Deposit is non-refundable and a cancellation of the Project (save and except where there is a Force Majeure Event) will result in you forfeiting the Deposit. In addition:
a. you shall pay us for the work done on the Project and expenses incurred in relation thereto until the date on which we receive the Termination Notice
b. you shall be liable for and shall indemnify us for any non-refundable sums paid, sums due or cancellation charges payable by CND to any third party, for any items/services that CND was to source for you and/or any losses or expenses incurred by CND, as a result of you cancelling the Project.
8.3 Failure to pay cancellation charges in accordance with paragraph 8.2 entitles us to seek legal and equitable remedies for breach of contract.
8.4 Termination of the Agreement:
a. CND may terminate this Agreement with immediate effect by a notice in writing (writing includes email) if you:
i. commit any material breach of these Terms, or
ii. commit any act of bankruptcy or become insolvent or make an arrangement or composition with creditors
iii. have appointed a receiver (administrative or otherwise) or have passed a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction), or if any proceedings relating to insolvency or liquidation or possible insolvency have been commenced against you or if you have ceased or intend on ceasing to carry on business
iv. show misconduct, inappropriate behaviour, use of offensive language or impolite tone or conduct that would be considered unprofessional, i.e. conduct that fails to meet the minimally acceptable standard expected of persons in a similar work arrangement
b. Where we terminate this Agreement for reasons outlined in paragraph 8.4(i) you shall be liable to pay the Project Fee in full, and any outstanding amounts of the Project Fee payable by you shall become immediately due and payable.
9. Force Majeure
9.1 Neither Party will be liable for delays in and/or the failure to perform their obligations as a result of a Force Majeure Event.
9.2 Force Majeure means any event or combination of events or circumstances beyond the control of a Party which cannot:
(a) by the exercise of reasonable diligence, or
(b) despite the adoption of reasonable precaution and/or alternative measures be prevented, or caused to be prevented, and which materially and adversely affects a Party’s ability to perform its obligations under this Agreement.
A Force Majeure event shall include acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, riots, acts of terrorism, sabotage, damage to business premises by causes outside the control of a Party, epidemic, pandemic, quarantine restriction, lockdown, government sanctions, labour dispute, labour shortage, power shortage, non-performance by contractors and/or suppliers, ceasing to be entitled to access the internet for whatever reason, server/software crashes, deletion, corruption, loss or removal of data, transportation embargo, failure of or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency and/or any other analogous event.
9.3 If we are wholly or partially precluded from complying with our obligations under these Terms and Conditions by Force Majeure, then our obligation to perform in accordance with these Terms will be suspended for the duration of the Force Majeure.
9.4 As soon as practicable after an event of Force Majeure arises, we will notify you. Should the Force Majeure event continue for 30 (thirty) days or more, this Agreement shall stand terminated, and you will only be liable to pay for our services and costs incurred by us on your behalf until the date of termination. Should the Deposit cover the fee for our services and/or costs incurred until the date of termination, you will not be required to pay any further amounts. Should the Deposit be in excess of the fees for our services and expenses incurred by us, we will refund any such excess amount.
Please note in all other circumstances the Deposit remains non-refundable.
10. Client’s obligations and Indemnification
As a Client you agree that your obligations are as follows:
10.1 It is your responsibility to satisfy yourself prior to the commencement of this Agreement that the services opted for by you and to be supplied by us are sufficient, and/or suitable for the intended purpose. You are encouraged to discuss all your requirements during a consultation call with us. We accept no responsibility nor liability to you should you subsequently feel and claim that the services provided by us are not sufficient or suitable.
10.2 to give your approval and/or feedback on the deliverables as soon as possible, and no later than the Approval Period
10.3 to pay for our services as well as those of third-party service providers/suppliers in accordance with these Terms. A failure to make a payment entitles us to remedies outlined in paragraph 4.2 (iii)
10.4 without prejudice to any other rights or remedies to which we may be entitled to under these Terms or otherwise, you shall indemnify us in respect of any costs, losses and expenses reasonably and properly incurred by us as a result of a breach by you of your obligations under these Terms.
11. Photo Release, Right to Reference and Attribution
11.1 You expressly consent and permit us to:
- use and edit any photos of the deliverables that we create for you
- use images of the deliverables that we create for you for the purposes of showcasing our portfolio of work on social media, our website and other platforms
- refer to you as our client in offline and/or digital promotional material
11.2 You agree that CND will be attributed for the services provided by us to you.
12. Disclaimers and Limitation of Liability
12.1 Disclaimers
Although we will endeavour for our services and deliverables to be in accordance with your brief, services, and deliverables provided by us are sometimes dependent on third-party suppliers (particularly where deliverables are hard copies of artwork and designs). Deliverables may therefore be subject to variations based on the services provided by such third-party suppliers. We will however obtain your approval prior to making any changes to the deliverables.
As a client you must be aware that deliverables supplied by us may include the services of third party suppliers (‘Third-party Services’) . You agree that except for where the third-party suppliers are selected and commissioned by us, we are not liable for the quality and fitness for purpose of such Third-party Services and/or any damage caused by them (See section 5).
Where you select a design online or commission a Project to us based on pictures/images seen online or otherwise, you agree that the deliverables created by us may vary from the pictures/images. You agree that we are not liable for differences between the final product created by us and reference images of the deliverables seen online or otherwise
Throughout the Project we will seek your approval to ensure that the final deliverable is in accordance with your instructions and preferences. Delays in receiving your approval will cause a delay in the delivery of the Project. You acknowledge that we shall not be held liable for any such delays
Once hard copies of the deliverables have been delivered to you, you are responsible for its use, storage and handling. We will not be responsible for changes in the appearance of the deliverables once delivered
12.2 Limitation of Liability
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
Subject to the limitations contained in this paragraph 12, our total liability to you for any losses incurred by you shall not in any circumstances exceed the Project Fee.
We are not liable to you or any third party for any indirect, consequential, or special damages including loss of profits, loss of business, no economic success and/or loss of goodwill.
Nothing in this paragraph 12.2 shall exclude or limit our liability for fraudulent misrepresentation or for death or personal injury caused by our negligence or that of our employees or any liability which cannot be excluded or limited by law.
The responsibility for the deliverables passes to you as soon as they are delivered and you agree that we will not be held liable for any claims arising from or as result of your use of the deliverables. You agree to indemnify us for any claims, losses and/or expenses (including legal expenses) incurred by us as a result of or in connection with your use of the deliverables
We do not warrant that our services, information and/or content included on or otherwise made available to you through our website, social media, servers, or electronic communication sent by us are free of viruses or other harmful components. We will not be liable for any damages of any kind arising from the access of our services, or from any information or content and/or services, included on or otherwise made available to you through our website, social media or other online/digital/electronic communication, including, but not limited to direct, indirect, incidental, punitive and consequential losses and/or damages, unless otherwise specified in writing.
13. Intellectual Property
13.1 We own the Intellectual Property to our Trade Mark, logo(s), images, artwork, designs and content, whether digital or otherwise created by us (‘CND Assets’).
13.2 We hereby license the use of the deliverables and the underlying Intellectual Property for the purposes of your business, not being the sale or commercialisation of our designs and/or deliverables. You agree that other than for the purposes of using the deliverables in accordance with this paragraph 13.2 and attributing us for our services, you will not use our Trade Mark(s), brand name, logo(s) and/or other Intellectual Property for any unauthorised use including the reproduction, distribution, communication and/or sale of CND Assets to third parties. Unauthorised use of CND Assets shall constitute a breach of our Intellectual Property rights, entitling us to seek indemnification from the infringing party for any losses, and/or claims resulting from such breach and to seek damages, injunctions and/or any other remedies available to us under law and/or equity.
13.3 You agree not to manipulate the CND Assets and or any other material and/or equipment provided in relation thereto, digitally, or otherwise in a way that alters the final deliverable created by us.
13.4 You shall attribute CND for the Assets and services provided, including on social media platforms.
13.5 For the purposes of promoting our services and showcasing our portfolio of work, we are permitted to refer to you as our customer and provide references of the services provided to you.
13.6 For the purposes of these Terms Intellectual Property refers to creations of the mind such as without limitation, inventions, innovations (whether patentable or not), patents, utility designs, Trade Marks, service marks, goodwill, copyright, Confidential Information, know-how, software, database rights and all embodiments or fixations thereof and related documentation, registrations, or pending applications for registration anywhere in the world.
14 Data Collection
14.1 All the information supplied by you will be processed by us to provide you with our services or as described in this section and in our privacy policy which should be read in conjunction with these Terms as they constitute important terms that apply to the collection, storage, and use of your Personal Data.
14.2 For the purposes of Data Protection Laws, the Data Controller is Claire Noelle Design represented by Claire Rowland
14.3 For the purposes of these Terms, ‘Data Protection Laws’, ‘Personal Data’ and ‘Data Controller’ shall have the following meanings:
‘Data Protection Law’ shall refer to the General Data Protection Regulations (2016/679) (‘GDPR’), the UK GDPR, the Data Protection Act 1998 and/or any other national implementing data protection legislation that applies to CND
‘Personal Data’ shall have the meaning given to it under Article 4 of the UK GDPR, i.e., ‘personal data’ means any information relating to an identified or identifiable natural person (‘data subject’)
An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person
‘Data Controller’ shall have the meaning given to it under Article 4 of the UK GDPR, i.e., ‘controller’ means any natural or legal person, public authority, agency, or other body, which alone or jointly with others, determines the purposes and means of processing Personal Data
14.4 We shall collect information and data relating to you and/or our website users (such as name, email address, shipping address and payment details) for the purposes of providing our services and carrying out business operations.
14.5 If you have expressly opted in, your information may be included in our mailing list in order for us to send you newsletters, updates, and promotional material. We use MailChimp as our email marketing platform. You will not receive anything from us via Mailchimp unless you have expressly consented to it. For more details on how Mailchimp deals with Personal Data read their privacy statement available at https://www.intuit.com/privacy/statement/
14.6 All data submitted when dealing with us will be processed in accordance with relevant Data Protection Law applicable to the Parties. Details of how we collect and process your Personal Data are outlined in our privacy policy available on our website or on request.
14.7 You may choose to connect with us on social media. Please remember that when you share information publicly on the website or on social media platforms, for example a comment on a blog post or within social media groups, it may be indexable by search engines, including Google, which may mean that the information is made public.
When you participate in conversations on social media your Personal Data is visible to members of the concerned social media group and to the public in general. Please note that you participate in social media related activities at your sole discretion, and we shall not be liable for the access and use of your Personal Data by third parties, via social media, including circumstances, where third parties contact you or initiate a conversation with you, on social media or otherwise, as a result of your information made available to them via our social media groups or any activity you participate in through our social media platforms or by connecting with us on social media.
15 Confidential Information
15.1 The Parties hereby acknowledge that during the course of the supply of services or during the course of a dealing, the Parties may be given access to each other’s Confidential Information and data relating to each other or each other’s businesses. For the purposes of these Terms, “Confidential Information” shall mean any non-public information shared by one Party with another save and except the exceptions outlined in paragraph 15.2.
For the purposes of this Agreement the Party to whom the Confidential Information belongs shall be referred to as the “Disclosing Party” and the Party to whom the Confidential Information is disclosed shall be referred to as the “Receiving Party”.
A Party’s Confidential Information may include without limitation creative content, announcements not yet in the public domain, projects in the pipeline, contracts, research development, product plans, products, services, diagrams, formulae, processes, techniques, strategies, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyright, Trade Marks, trade secrets, customers’ lists, suppliers’ lists, markets, marketing strategies, finances disclosed either directly or indirectly in writing, orally or visually by the Disclosing Party.
15.2 Confidential Information does not include information which:
(i) is or comes into the public domain without the breach of these Terms by the Receiving Party
(ii) was in the Receiving Party’s possession prior to the receipt of such information by it from the Disclosing Party and obtained from a source other than the Disclosing Party without any restriction on disclosure
(iii) Is acquired by the Receiving Party from a third party without any restriction on disclosure
(iv) developed independently by the Receiving Party without using the Disclosing Party’s Confidential Information
15.3 Obligations of Non-Disclosure and Non-Use
Unless otherwise agreed to in advance and in writing by the Disclosing Party, the Receiving Party will not, except as required by law or under a court order, use the Confidential Information for any purpose other than for the purposes of this Agreement. In addition, neither Party will disclose the Confidential Information belonging to the Disclosing Party to any third party nor use it for the benefit of themselves or of any third party.
We may disclose the client’s Confidential Information to our employees, independent contractors, free-lancers, consultants, partners, or co-workers (as applicable) on a “need to know basis” only which means that we may disclose the Confidential Information only to those of our employees, independent contractors, freelancers, consultants, partners, or co-workers who need to know such information for the performance of services and/or for the conduct of our business.
16. Remedies
16.1 In the event you breach your obligations relating to Intellectual Property (paragraph 13), Confidential Information (paragraph 15), and/or any other obligations outlined in these Terms and Conditions you shall indemnify CND against any losses, claims and expenses (including legal expenses)incurred by us or arising from or as a result of your breach.
16.2 Notwithstanding our right to indemnification we shall have recourse to legal and equitable remedies including without limitation damages, injunction and/or specific performance of the contract.
17. Complaints Redressal
17.1 Our customers are of utmost importance to us, and while we constantly endeavour to provide services of a high standard, should you be unhappy with our services or wish to make a complaint please write to us at clairenoelledesign@gmail.com. We take all customer complaints seriously and will try and resolve your complaint at the earliest possible, while upholding your statutory rights under The Consumer Rights Act 2015.
18. Dispute Resolution, Jurisdiction and Governing Law
18.1 Any dispute between the Parties, arising from or in connection with this Agreement shall in the first instance, be attempted to be resolved by amicable settlement. If the dispute has not been resolved within 30 (thirty) days from the date on which attempts at amicable settlement began, the Parties shall submit the dispute to a mutually appointed sole mediator, who shall be a neutral party with no ties to either Party. The costs of mediation shall be borne equally by the Parties.
18.2 If mediation fails the Parties shall submit the dispute to the courts of England and Wales.
18.3 The substantive law governing these Terms is the law of England and Wales.
19. Waiver
19.1 No waiver of any provision under these Terms shall be effective unless made in writing by the waiving party. The delay by or failure of CND to require the performance of any term or obligation under these Terms shall not constitute a waiver of such performance. In addition, the waiver by CND of any breach of these Terms shall not prevent the subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
20. Variation
20.1 We may review, revise, or vary these Terms and the policies referred to within them from time to time to reflect the changing needs of the business and to comply with new legislation. We will try our best to notify clients about any major changes to our Terms and Conditions. As a client you must ensure that you stay up to date with the Terms and Conditions.
22. Severability
22.1 These Terms are to be considered separately, and if any provision(s) of this Agreement should be found by any court of competent jurisdiction to be invalid or unenforceable, these Terms will be deemed to have effect as if such provision were severed from these Terms.
23. Exclusion of Third-Party Rights
23.1 The Parties to these Terms do not intend that any party who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999. Therefore no term under this Agreement should be enforced by any person who is not a party to these Terms.
24. Entire Agreement
24.1 These Terms represent the entire agreement between the Parties. If any employee or agent of CND has agreed to anything inconsistent with these Terms, these Terms will always take priority.
