Terms and Conditions

These standard terms of business apply to all engagements accepted by IBEX ACCOUNTANTS LTD.

The engagements comprise the attached agreement ("Agreement") entered into between IBEX ACCOUNTANTS LTD T/A IBEX ACCOUNTANT Sand you which incorporate these terms and conditions, together these form ourcontract with you. IBEX ACCOUNTANTS LTD, trading as IBEX ACCOUNTANTS, is a limited companyregistered in England and Wales under company number 14746240 with its registered office at 1054, Stratford Road, Shirley, Solihull, West Midlands, B90 4EE, United Kingdom. References to "IBEX ACCOUNTANTS", "We" and "Us" are to IBEX ACCOUNTANTS LTD. References to "Client","Company", "You" or "Your" is to our client under the Agreement. All work carried out is subject tothese terms except where changes are expressly agreed in writing. If there is a conflict between theAgreement and these terms, the Agreement shall prevail.

"Services" shall mean the accountancy services set out in Appendix 1 of the Agreement.

1. PROFESSIONAL OBLIGATIONS

• In performing the Services, we will observe the byelaws, regulations and ethical guidelines of theInstitute of Financial Accountants and accept instructions to act for you on the basis that we willact in accordance with those guidelines. Copies of these requirements are available for inspectionin our offices.
• We are required to comply with The Money Laundering, Terrorist Financing and Transfer of FundsRegulations 2017, which require us to identify our clients for certain activities. We are entitled torefuse to act for you if you fail to supply appropriate proof of identity for yourself or for anyprincipal whom you may represent.
• When you first consult us, we will check whether there is any connection between us firm andanother party which might give rise to a conflict of interest we will not be able to acceptinstructions from you. Should a conflict of interest arise after you have instructed us we will let youknow. If this occurs, we may not be able to continue to represent you.
• Where you give us confidential information, we shall at all times keep it confidential, except asrequired by law or as provided for under regulatory, ethical or other professional rules that apply tothis engagement. The obligation is subject to an important statutory obligation: legislation onmoney laundering and terrorist financing has placed accountants under a legal duty in certaincircumstances to disclose information to the National Crime Agency (NCA). Further details of theseobligations re set out in paragraph 13 of these terms.
• Our firm may be subject to audit or quality checks by external firms or organisations. We may alsooutsource work. This might be for example typing or photocopying or costings, or research andpreparation to assist with your matter. Information from your file may therefore be made availablein such circumstances. We will always aim to obtain a confidentiality agreement with the thirdparty and will comply with the provisions of clause 16(vi) relating to data protection.
• We reserve the right to act during this engagement for other clients whose interests may beadverse to yours. We will notify you immediately should we become aware of any conflict ofinterest to which we are subject in relation to you.

2. ETHICAL CONDUCT

• IBEX ACCOUNTANTS are IFA Members in Practice. All IFA accountants work within theframework of the IFA Code of Ethics (www.ifa.org.uk). The code requires accountants to comply withthe principlesof integrity, objectivity, professional competence and due care, confidentiality, andprofessional behaviour.
• As IFA accountants we have a duty to observe the highest standards of conduct and integrity, andto uphold the good standing and reputation of the profession.
• Duty of a professional accountant is not exclusively to satisfy the needs of an individual client oremployer. In complying with the ethical requirements of the IFA Code of Ethics the professionalaccountant is obliged to act primarily within the public interest.

3. INVESTMENT SERVICES

• We are not authorised by the Financial Conduct Authority to conduct Investment Business. If yourequire investment business services, we will refer you to a firm authorised by the FinancialConduct Authority.

4. COMMISSIONS OR OTHER BENEFITS

• Commissions or other benefits may sometimes become payable to us in respect of introductions toother professionals or transactions we arrange for you. We will always comply with theprovisions of the Bribery Act 2010 in relation to any commissions payable.

5. TAX PLANNING AND ADVICE

• 1. IBEX ACCOUNTANTS may provide generic tax advice and support in relation to your tax affairsfrom time to time. For advanced tax planning meetings, you may be introduced to our partners.
• IBEX ACCOUNTANTS may on your request, introduce you to any advance tax planningproducts or Tax avoidance products of third-party providers. IBEX ACCOUNTANTS LTD purely act asintroducersand do not carry any liability for any loss you may incur by entering into suchtransactions or products or by usage of such services.
• IBEX ACCOUNTANTSconducts basic due diligence on any potential third-party providers youmaybe introduced to the best of its ability. Such due diligence cannot be fully relied as we are nottax experts and advisors and we are merely acting as introducers towards your best interest.
• All Advanced Tax planning and tax avoidance carry inherent risk which you should analyse andreview with the provider direct. IBEX ACCOUNTANTS are not liable for any losses, damages,costs and expenses caused by implementation of any tax planning products or services.
• Further we cannot be held liable for any losses, penalties, surcharges, interests or additional taxliabilities that are caused by the acts or omissions of any third party introduced by us.
• IBEX ACCOUNTANTS cannot be held responsible for any misleading or false informationprovided by Advisors direct or indirect. It will be your responsibility to conduct your own duediligence.

6. THIRD PARTY PRODUCTS INTRODUCTION INCLUDING PENSION AND INSURANCE

• IBEX ACCOUNTANTS may introduce / refer you to third party products in relation to Mortgage,Insurance or various other services you may request or seek.
• 2. IBEX ACCOUNTANTS gets introduction commissions on making such referrals. We will at alltimes comply with the relevant provisions of the Bribery Act 2010 in relation to any commissionspayable.
• 3. Before referrals are made, IBEX ACCOUNTANTS conducts its basic due diligence on thecredibility and quality of provider.
• IBEX ACCOUNTANTScannot be held liable for any damages or losses incurred to you by theusage of third-party providers and their services.

7. CLIENT MONIES

We may, from time to time, hold money on your behalf. Such money will be held in trust in a clientbank account, which is segregated from the firm\'s funds. The account will be operated, and allfunds dealt with, in accordance with the Clients Money Regulations of the IFA.

8. FEES & PAYMENT

• IBEX ACCOUNTANTS will never advise of a change in HMRC bank account details forpayments without plenty of notice, please be aware of fraudulent emails and if asked to pay intoa different bank account via an email you MUST call and speak to your account manager beforemaking any payments.
• For first time payments to new bank accounts of any amounts above £100 we highly recommendyou do a smaller test payment first to confirm bank details are correct and to prevent anyfraudulent payments being made.
• Our fees are computed either on the basis of time spent on your affairs by the principals and ourteam, and on the levels of skill and responsibility involved, or a fixed fee that will be agreed inadvance based on the scope of work in a fixed fee agreement or quotation and set out in theAgreement.
• If there is more than 10% deviation from transactions or turnover as advised in your quote andhence agreement this will result in a fee revision.
• If it is necessary to carry out work outside the scope of work agreed in respect of a fixed feeagreement or quotation this will involve additional fees and we will agree this with you beforeundertaking the additional work. Accordingly, we would like to point out that it is in your intereststo ensure that your records, etc. are completed to the agreed stage.
• It is our normal practice to request that clients make arrangements to pay a proportion of theirfee on a monthly direct debit or standing order. These direct debit / standing order will be appliedto fees arising from work agreed in the Agreement for the current and ensuing years. Once wehave been able to assess the amount of work and time involved, we would be grateful if you wouldagree to pay an amount to us on a regular basis.
• If you are not set up on monthly direct debit or standing order, there will be admin charge of £10per month. Any bounced direct debit will be charged at an additional £25.
• Payments made by Cash or Cheque will incur a payment surcharge of £25 each time to coveradditional admin costs.
• Our terms relating to payment of amounts invoiced and not covered by standing orders, whereappropriate, are strictly 7 days from receipt of invoice. Interest will be charged on all overduedebts at 4% over base rate or at the rate for the time being applicable under the Late Payment ofCommercial Debts (Interest) Act 1998, whichever is the higher.
• If you fail to make payment within our credit terms, we may refer the matter to our debtcollection agency. If this is necessary, you will be charged a surcharge of 15% of the outstandingbalance due to us and you will be responsible for payment of all fees, costs and expensesincurred by us in recovery of the sum due.
• Accounts unpaid thirty days after the date of invoice will be considered in default and may be puton hold. Clients with accounts in default agree to pay late payment fines, IBEX ACCOUNTANTS reasonable expenses, including legal fees and costs for collection by third-party agencies,incurred by IBEX ACCOUNTANTS in recruiting such third parties.
• If your account is put on hold by us for any reason (such as non-payment of fees or failure tomeet our client identification checks), a charge of £25 will be incurred for each occurrence.
• Price changeseach year your monthly fees will be subject to an annual adjustment by the RPI Rate, (which couldbe an increase or a decrease) and be announced in the February preceding the RPI Change, andthe adjusted amount will appear on your April bill. For Example:If Monthly Fees are £100 a month when you sign up, then: (RPI rates illustrative only),If RPI announced is 3.0%, you would see your Monthly Fees increase to £103 a month on yourfirst April bill (i.e., £100 x 1.030 = £103; and if the following year’s RPI was announced as 2.7%, you would see your Monthly Fees increaseto £105.78 a month (i.e. £103 x 1.027 = £105.78.We will let you know at least 30 days before the Charges are due to go up.If you do not accept the new Charges, you may be able to terminate your Agreement by giving usnotice within 30 days of being informed of the new Charges. If you don\'t give us notice youaccept the new Charges and the Agreement will continue with the new Charges applied.

9. RETENTION OF AND ACCESS TO RECORDS

• During the course of our work, we will collect information from you and others acting on your behalfin order to provide the Services to you and will return any original documents to you following thepreparation of your financial statements and returns. You should retain these records for at leastfour years from the end of the accounting year to which they relate. Any personal data will be heldinaccordance with the provisions of clause 14 and our privacy policy, a copy of which is availableupon request.
• Whilst certain documents may legally belong to you, we intend to destroy correspondence andother papers that we store which are more than four years old, other than documents which weconsider tobe of continuing significance. If you require retention of any document, you must notifyus of that fact in writing.

10. FAILURE TO PROVIDE DATA / ACCOUNT SUBMISSION DOCUMENTS ON AGREED TIME FRAME

• Documents related to Account submission should be received by us 3 months before the year endsubmission date. However, the latest date for the documents we should receive is 20 working daysbefore the year end submission date to avoid deadlines being missed. On any occasion where wehavenot been able to meet the deadline because of your failure to send us the documents onrequired/ agreed time frame, we will not take any liability for any penalties incurred.
• It is important that we receive the data/ information on time as stipulated below to meet theappropriate deadlines. Failure to provide information/data at the agreed time will incur penalties aswell as additional charges.

Self-Assessment

IBEX ACCOUNTANTS will not be liable to guarantee the completion of your self-assessmentsubmission work on time as a result of your failure to provide full data required for self-assessmentby the end of November following the end of tax year. Any penalties incurred will have to be borneby client.Any Data received post December, IBEX ACCOUNTANTS reserves the right to charge anadditional fee of £100 towards the cost of the additional resource required to complete by deadline

VAT

Failure to provide VAT Data by 20thday of the month following the end of Quarter will notguarantee submission of a VAT return on time. Any penalties incurred will be a sole responsibilityof the client.Any Data received post 29thday of the month following end of Quarter, IBEX ACCOUNTANTSreserves the right to charge additional fee of £100 towards express service fees and loss ofopportunity charges.

Payroll

Any Amendments in monthly payroll will be accepted by 20thDay of the month of payroll. Anyamendments made after the 20th day will be reflected in the following month.

Final Accounts

Failure to provide data within 240 days of year end will not guarantee delivery of Final Accounts ontime. IBEX ACCOUNTANTS requires a minimum turnaround time of 30 days to meet CompaniesHousedeadlines.Where data is provided in last 60 days of deadline, IBEX ACCOUNTANTS reserves theright tocharge £100 towards express service charges.

Where client does their own Bookkeeping

Where clients do their own bookkeeping and errors are encountered by the Final Accounts team we charge £25 per hour to rectify the bookkeeping in order to complete final accounts.

11. QUALITY CONTROL

• As part of our Ongoing/Recurring commitment to providing a quality service, our files areperiodically subject to an independent quality review. Our reviewers are highly experienced andprofessional people and are, of course, bound by the same requirements of confidentiality and dataprotection as our principals and staff.

12. HELP US TO GIVE YOU THE RIGHT SERVICE

• If at any time you would like to discuss with us how our service to you could be improved, or if youare dissatisfied with the service you are receiving, please let us know, by telephoning or writing toour Operations Director Faisal Rafiq . His email is faisal@ibexaccountants.com or you cancontact him bycalling office on 0121 663 6657 or0745 050 3494.
• We undertake to look into any complaint carefully and promptly and to do all we can to explain theposition to you. If you feel that we have given you a less than satisfactory service, we undertake todo everything reasonable to address your concerns, using our internal complaints system. If youare stillnot satisfied, you may of course take up matters with the IFA.

13. INTERNET COMMUNICATIONS

• Internet communications are capable of data corruption and therefore we do not accept anyresponsibility for changes made to such communications after their despatch. It may therefore beinappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.We do not accept responsibility for any errors or problems that may arise through the use ofinternet communication and all risks connected with sending commercially sensitive informationrelating to your business are borne by you. If you do not agree to accept this risk, you should notifyus in writing that e-mail is not an acceptable means of communication.
• It is the responsibility of the recipient to carry out a virus check on any attachments received.

14. DATA PROTECTION

• For the purpose of this clause 14 "Data Protection Legislation" shall mean the Data Protection Act1998 or 2018, or any successor legislation and (for so long as and to the extent that the law of theEuropean Union has legal effect in the UK) the General Data Protection Regulation (EU 2016/679).
• Both parties acknowledge that they will comply with all applicable requirements of the DataProtection Legislation. This clause 15 is in addition to, and does not relieve, remove or replace, aparty’s obligations under the Data Protection Legislation.
• You acknowledge that for the purposes of the Data Protection Legislation, we are data controllerand data processor (where Data Controller and Data Processor have the meanings given in theData Protection Legislation).
• We may obtain, use, process and disclose personal data about you in order that we may dischargethe services agreed under this engagement letter, and for other related purposes includingupdating and enhancing client records, analysis for management purposes and statutory returns,crime prevention and legal and regulatory compliance. We will not process your personal data forany other reason without first obtaining your consent. We confirm that when processing data onyour behalf we will comply with the provisions of the Data Protection Legislation and our PrivacyPolicy, a copy of which is available on our website.
• You have a right of access, under Data Protection Legislation, to the personal data that we holdabout you. A subject access request may be made by contacting us our data protection officer at faisal@ibexaccountants.com
• We reserve the right to outsource work as a condition of our engagement. Where your data istransferred to a third party for the purpose of providing an outsourced service, we will ensure thatwe have in place a written agreement with any such third-party incorporating terms relating todata protection which are substantially similar to the provisions of this clause 14.

15. ONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

• Persons who are not party to this agreement shall have no rights under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any rightor remedy of any person which exists or is available otherwise than pursuant to that Act.
• The advice that we give to you is for your sole use and does not constitute advice to any thirdparty to whom you may communicate it. We accept no responsibility to third parties for any aspectof our professional services or work that is made available to them.

16. MONEY LAUNDERING

• We have a duty under Criminal Finance Act 2017 and section 330 of the Proceeds of Crime Act2002 to report to the NCA if we know, or have reasonable cause to suspect, that you, or anyoneconnected with your business, are or have been involved in money laundering. Failure on our partto make a report where we have knowledge or reasonable grounds for suspicion would constitute acriminal offence.
• The offence of money laundering is defined by section 340(11) of the Proceeds of Crime Act andincludes the acquisition, possession or involvement in arrangements for concealing the benefits ofany activity that constitutes a criminal offence in the UK. This definition is very wide and wouldinclude:
  a. Tax evasion through deliberate understatement of income or overstatement of expenses orstocks; or
  b.Deliberate failure to inform the tax authorities of known underpayments.
• We are obliged by law to report to the NCA without your knowledge and consent and in fact wewould commit the criminal offence of "tipping off" under section 333 of the Proceeds of CrimeAct were we to inform you of any suspicions or that a report had been made.
• We are not required to undertake work for the sole purpose of identifying suspicions of moneylaundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance withthe guidance published by the IFA.

17. CONTINUITY ARRANGEMENTS

• In the event that we become unable to provide the services agreed through incapacity or death, aContinuity Arrangement has been made with Even Digits Ltd22 Fieldhead Road,BirminghamB113PS. The purpose of this agreement is to look after your interests by providing continuity of services.
• You will be contacted in the event of such circumstances arising and you will have the option todecline to be covered by these arrangements.

18. TERMINATION

• You, as the customer, have the right to cancel the Agreement within 14 days without giving anyreason. The cooling off period will expire after 14 days from the day on which you signed theAgreement.
• You may terminate your instructions to us in writing at any time on not less than three monthsprior written notice, but we will be entitled to keep all your papers and documents while there ismoney owing to us for our charges and expenses We may stop acting for you only if we havereasonable grounds to do so, for example if you do not pay an interim bill, comply with a requestfor a payment on account or if you fail to provide us with instructions or fail to do so on a promptbasis. If we decide to stop acting for you, we must provide you with not less than one month’sprior written notice. If we decide to stop acting for you, we will tell you the reason and give younotice in writing.
• 3. Under the Consumer Protection (Distance) Regulations 2000, for some non-business instructions,you may have the right to withdraw, without charge, within seven working days of the date onwhich you asked us to act for you. However, if we start work with your consent within that period,you lose that right to withdraw. Your acceptance of these terms and conditions of business willamount to such consent. If you seek to withdraw instructions, you should give notice by telephone,e-mail or letter to the person named in these terms of business as being responsible for your work.The Regulations require us to inform you that the work involved is likely to take more than 30 days.
• If you cancel our contract before any minimum term set out in the Agreement is up, fees paid up todate are not refunded. Termination of services must be requested in writing either by letter oremail. It will be effective on receipt of such notice with at least 30 days of notice period. Pleasenote if you are a monthly fee-paying client your payment of fees already made will not be refundedon termination of the contract as resources and systems have been put in place to work on theaccount.
• If you cancel the Agreement within the first six months, a fee of £250 will be payable inconsideration of the initial set-up costs incurred by us.
• On termination of the Agreement and these terms, you shall immediately pay all outstandinginvoices and interest in respect of the services supplied.
• Termination of the Agreement and these terms shall not affect any rights, remedies, obligations orliabilities of the parties that have accrued up to the date of termination, including the right to claimdamages in respect of any breach of contract which existed at or before the date of termination.

19. LIMITATION OF LIABILITY

• We will provide our professional services with reasonable care and skill. However, we will not beheld responsible for any losses arising from the supply by you or others of incorrect or incompleteinformation, or your or others failure to supply any appropriate information or your failure to act onour advice or respond promptly to communications from us or other relevant authorities.
• We will not be liable to you for any consequential, special, indirect or exemplary damages, costs orlosses, or any damages, costs or losses attributable to lost profits or opportunities.
• We can only limit our liability to the extent the law allows. In particular, we cannot limit our liabilityfor death or personal injury caused by our negligence. Our maximum liability to you shall notexceed 2 times the annual fees as set out in the Agreement.
• You agree to hold harmless and indemnify us against any misrepresentation, whether intentional orunintentional, supplied to us orally or in writing in connection with thisagreement. You haveagreed that you will not bring any claim in connection with services provided to you by the firmagainst any of our employees on a personal basis.
• You agree the Company the designated members will give their personal guarantees that in theevent the Company is unable to pay the outstanding fees to IBEX ACCOUNTANTS LTD; they willsettle the outstanding personally.
• The results provided by any accounting software do not constitute advice and are only intended tosupport and aid the protection needs discussion between a Financial Adviser and their client(s), orfor independent use by Customers. From time to time updates to any software application may beissued.
• Whilst considerable care has been taken to ensure the information/calculation contained withinaccounting software used is accurate and up to date, no warranty is given as to the accuracy orcompleteness of any information and no liability accepted for loss, damages or expenses which youmay suffer or incur directly or indirectly through your access and use of this application.

20. DATA RETURNING POLICY

• When work under the Agreement has been completed, we will inform you to collect your datawithin 7 days or agree postage where charges will apply.
• Any postage above 10 pounds has to be borne by the recipient.

APPLICABLE ONLY TO CONTRACTORS:

21. WHEN A CLIENT IS OUT OF CONTRACT

• IBEX ACCOUNTANTS shall continue to charge normal monthly fees for 2 months from the datea Client notifies us that they are out of contract and hence the company is dormant.
• After 2 months if client is still out of work IBEX ACCOUNTANTS charges standard dormantaccounts fees at 50% of the agreement fee.
• Once an account is dormant no payroll will be run for the client and we expect no activity in thebank statement during the period of dormancy otherwise the account will not be considereddormant and normal fixed fees will apply. (For Instance: The dormant account will have no payroll,no active trading and only bank charges will apply; no dividends, withdrawals etc and no advisorysupport is needed)
• We continue to take care of accounts and all compliance for 50% of the agreement fee, until theclient is back to actively trading.
• Once client is back to work we start charging normal fixed monthly fees as agreed in ourAgreement with you.
• To provide services as per the signed contract, including submission of yearly accounts andself-assessment tax returns a minimum of 75% of total yearly fees must be paid. So, by way ofexample, if clients Total yearly fee is £1200 but had only paid £825 , due to 5 months being atdormant fee, they would need to pay a £75 balance to bring total amount to £900 (75% of £1200).
• Please note that client should be out of work for 2 full months. So, by way of example, if a clientfinished working part way in Month 3 the client should be out of work fully for month 4 and 5 andfrom Month 6 IBEX ACCOUNTANTS LTD will start charging the agreed dormancy fees.

APPLICABLE ONLY TO CONTRACTORS:

22. IR35 REVIEW

• IBEX ACCOUNTANTS’S turnaround time for IR35 review is 3-5 business days after receivingall the necessary paperwork.
• For basic package clients 1 review per year is included, premium 2 per year and gold packageunlimited reviews.
• IR35 Reviews must be done on an assignment-by-assignment basis so for each new contract signedto ensure contractors remain IR35 compliant.
• Our IR35 review only includes the review of your contract; consistency with working practicesreview is also available but an additional charge may apply if you are not on the gold package.
• The nature of the IR35 legislation is such that it is based substantially upon subjective analysis ofthe facts and interpretation at the time. We are unable to guarantee a successful outcome if HMRCwas to challenge you.

23. APPLICABLE LAW

• These terms are governed by, and construed in accordance with, English law. The Courts ofEngland will have exclusive jurisdiction in relation to any claim, dispute or difference concerningthese terms and any matter arising from them. Each party irrevocably waives any right it may haveto object to any action being brought in those courts, to claim that the action has been brought inan inappropriate forum, or to claim that those courts do not have jurisdiction.

24. NON-POACHING OF EMPLOYEES

You agree that you will not directly or indirectly, whether alone or in conjunction with or on behalf of any other person or organisation and regardless as to the capacity of your involvement:

• solicit, induce or entice away from the IBEX ACCOUNTANTS LTD or any of its associated businesses;
• employ, engage or appoint or in any way cause to be employed, engaged or appointed any employee, director, consultant or representative of the IBEX ACCOUNTANTS LTD and its associated businesses;
• whilst a client of IBEX ACCOUNTANTS LTD and for a period of 36 months from the termination date;
• or you agree to pay a recruitment fee at the rate of £10,000for any employees poached from IBEX ACCOUNTANTS LTD or any of its associated businesses.

25. GENERAL

• 1. Force majeure. Neither party shall be in breach of the Agreement or these terms nor liable fordelay in performing, or failure to perform, any of its obligations under the Agreement or theseterms if such delay arises from event, circumstances or causes beyond its reasonable control.
• Assignment. IBEX ACCOUNTANTS may at any time assign, mortgage, charge, subcontract,delegate, declare a trust over or deal in any other manner with any or all of its rights andobligations under the Agreement and these terms. You shall not assign, transfer, mortgage, charge,subcontract, delegate, declare a trust over or deal in any other manner with any of your rights andobligations under the Agreement or these terms.
• Entire Agreement. The Agreement and these terms constitute the entire agreement between theparties and supersedes and extinguishes all previous agreements, promises, assurances,warranties, representations, and understandings between them, whether written or oral, relating toits subject matter.
• Variation. Except as set out in the Agreement and these terms, no variation of the Agreement orthese terms shall be effective unless it is in writing and signed by the parties (or their authorisedrepresentatives.
• Waiver. A waiver of any right or remedy under the Agreement or these terms or by law is onlyeffective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Afailure or delay by a party to exercise any right or remedy provided under the Agreement or theseterms or by law shall not constitute a waiver of that or any other right or remedy, nor shall itprevent or restrict any further exercise of that or any other right or remedy. No single or partialexercise of any right or remedy provided under the Agreement or these terms or by law shallprevent or restrict the further exercise of that or any other right or remedy.
• Severance. If any provision or part-provision of the Agreement and these terms is or becomesinvalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary tomake it valid, legal and enforceable. If such modification is not possible, the relevant provision orpart-provision shall be deemed deleted. Any modification to or deletion of a provision orpart-provision under this clause shall not affect the validity and enforceability of the rest of theAgreement or these terms.
• Notices. Any notice given to a party under or in connection with the Agreement or these termsshall be in writing and shall be delivered by hand or by pre-paid first-class post or other nextworking day delivery service at its registered office (if a company) or its principal place of business(in any other case); or sent by fax to its main fax number. Any notice shall be deemed to havebeen received:
  (i.) if delivered by hand, on signature of a delivery receipt; and
  (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on thesecond Business Day after posting or at the time recorded by the delivery service; and
  (iii) if sent by fax, at the time of transmission, or, if this time falls outside business hours in the placeof receipt, when business hours resume. In this clause, business hours mean 9.00am to 5.00pmMonday to Friday on a day that is not a public holiday in the place of receipt.This clause does not apply to the service of any proceedings or other documents in any legal action or,where applicable, any other method of dispute resolution.