Terms and Conditions

1. Definitions and Interpretation

1.1. In these Terms and Conditions:

• Agreement means the legally binding contract formed between DarkKnight and the Customer incorporating these Terms and Conditions and any Quotation accepted by the Customer.
• Business Day means any day other than a Saturday, Sunday, or public holiday in England.
• Confidential Information means all confidential or proprietary information relating to the business, operations, clients, or suppliers of either Party.
• Customer means the party purchasing the Services or Equipment from DarkKnight under this Agreement.
• Equipment means any hardware, software, licences, or related products supplied by DarkKnight to the Customer under the Agreement, as detailed in the relevant Quotation.
• Price means the sums payable for the Services or Equipment provided under this Agreement, as detailed in the Quotation.
• Parties means DarkKnight and the Customer together; and Party means either one of them individually.
• Quotation means the written offer provided by DarkKnight setting out the Services, Equipment, and applicable Price.
• Services means the IT support and related services to be provided by DarkKnight to the Customer under this Agreement.
• Terms means these Terms and Conditions as updated or amended from time to time in accordance with the Agreement.

1.2. Interpretation:

• 1.2.1. References to the singular include the plural and vice versa.
• 1.2.2. Headings are for convenience only and shall not affect interpretation.
• 1.2.3. References to “including” shall not limit the generality of the preceding words.

2. The Contract

• 2.1. A Quotation provided by DarkKnight sets out the scope of Services and Price available to the Customer. It is valid for thirty (30) days unless otherwise stated and does not constitute a binding agreement until accepted.
• 2.2. The Contract is formed when the Customer confirms acceptance of the Quotation in writing, verbally, or by instructing DarkKnight to proceed, and such acceptance is acknowledged by DarkKnight.
• 2.3. These Terms apply to the Contract to the exclusion of any terms the Customer seeks to impose, whether in a purchase order or otherwise.
• 2.4. This Contract sets out the entire agreement between the Parties and overrides any prior agreements, discussions, or representations relating to its subject matter.
• 2.5. The Customer confirms that they have not relied on any statement, promise, or representation not expressly included in this Contract.
• 2.6. No variation to the Contract is valid unless confirmed in writing and signed by both Parties.
• 2.7. All Quotations are issued on the basis of uninterrupted access to relevant sites. Delays resulting from third-party work, non-availability of third-party supplies, the Customer’s acts or omissions, or any cause beyond DarkKnight’s control may incur additional charges.

3. Services

• 3.1. DarkKnight shall provide the IT support and related services set out in the Quotation, which may include remote support, on-site support, preventative maintenance visits, and monitoring services. The specific scope of Services and Service Level Agreement (SLA) will be set out separately in the relevant support schedule.
• 3.2. All Services will be delivered with reasonable care and skill by suitably qualified personnel and in accordance with applicable law.
• 3.3. The Customer shall have access to DarkKnight’s support team during the standard service hours set out in the support schedule. Access outside these hours may be subject to additional charges unless expressly included in the support schedule.
• 3.4. Where the Customer’s site supports remote access, DarkKnight may deliver Services remotely at its discretion. The Customer acknowledges that remote access is subject to communications availability and security controls.
• 3.5. Any agreed preventative maintenance visits will be scheduled in advance. The Customer must ensure availability and cooperation on site for such visits and is encouraged to provide a list of issues in advance to maximise the efficiency of the visit.
• 3.6. Emergency days, if purchased as part of the Quotation, may be used at the Customer’s discretion in response to system failures or urgent needs. Different charging rates may apply for work undertaken outside normal business hours, as detailed in the support schedule.
• 3.7. Monitoring services, where included in the Quotation, may involve 24/7 monitoring of specified devices or systems, alert generation, and reporting via DarkKnight’s monitoring platform. This service requires installation of a monitoring node on the Customer’s network.
• 3.8. All Services provided are labour-only unless otherwise stated. Hardware, software licences, and replacement parts will be quoted and billed separately.
• 3.9. Services do not include data recovery following damage, malicious attack, or unauthorised interference, unless agreed in writing. Any such work will be quoted and charged separately.

4. Supply of Equipment

• 4.1. Where DarkKnight supplies Equipment, the description, specification, and quantities shall be set out in the Quotation. Delivery times are estimates only and time for delivery is not of the essence.
• 4.2. Equipment may be delivered in instalments where appropriate. The Customer shall inspect all Equipment upon receipt and must notify DarkKnight within five (5) Business Days of any visible damage, defects, or shortfall.
• 4.3. Where a contract includes installation of Equipment, the Price includes delivery of Equipment to the Customer during DarkKnight’s normal working hours.
• 4.4. An additional carriage charge may apply for goods shipped directly from distribution.
• 4.5. If requested, DarkKnight may store Equipment on behalf of the Customer for a limited period before installation. This will be at DarkKnight’s discretion.
• 4.6. DarkKnight reserves the right to charge the Customer for storage of Equipment from the date the Customer is notified that the Equipment is ready for delivery, or where delivery is delayed at the request of the Customer or due to default in payment.
• 4.7. Risk in stored Equipment remains with the Customer unless otherwise agreed in writing.
• 4.8. Equipment in transit to DarkKnight from the Customer, for any reason, shall be at the Customer’s cost and risk unless otherwise agreed in writing.
• 4.9. The Customer must notify both DarkKnight and the carrier in writing of any damage to Equipment caused in transit within seven (7) days of delivery.
• 4.10. Claims for non-delivery of Equipment will only be considered if DarkKnight and the carrier are notified in writing within seven (7) days of the date shown on DarkKnight’s advice note.

5. Software and Licensing

• 5.1. The Customer is responsible for ensuring that all software provided is installed and used in compliance with applicable licence terms. Acceptance of any third-party licence terms will be required before use.
• 5.2. Some software or cloud-based products may be subject to automatic renewal or fixed-term commitments imposed by the third-party vendor. These will be detailed in the relevant vendor agreement or support documentation.
• 5.3. DarkKnight shall not be responsible for ensuring that any third-party software or licences purchased through it will meet the Customer’s specific requirements or be compatible with existing systems unless this is expressly confirmed in the Quotation.
• 5.4. Any software or licence faults should be reported to the relevant vendor. DarkKnight will provide reasonable assistance to liaise with vendors but shall not be liable for their performance or remedies offered.
• 5.5. The Customer agrees not to resell, repackage, or export any Equipment supplied under this Contract in breach of any applicable laws or export regulations.

6. Defects and Returns

• 6.1. DarkKnight shall be under no liability to the Customer in respect of claims which are covered by a maintenance contract or other contract entered into between the Customer and a third party.
• 6.2. Faults of a minor or intermittent nature which do not significantly affect the use of the Equipment by the Customer will be dealt with when convenient to DarkKnight. DarkKnight may make an extra charge for work carried out outside of normal working hours.
• 6.3. DarkKnight reserves the right to replace or repair Equipment at its discretion. DarkKnight may remove all or part of the Equipment from the Customer’s premises for the purposes of inspection, testing, or repair.
• 6.4. All returns of Equipment to DarkKnight, whether for repair or otherwise, are at the Customer’s cost and risk.
• 6.5. Where a genuine error in ordering has occurred and replacement is required, and the Equipment in question is a standard stock item and has been kept in an “as new” condition, the Equipment may be accepted back at DarkKnight’s discretion. The Customer will be liable to DarkKnight for all costs incurred as a result of such return.

7. Third-Party Vendor Services

• 7.1. DarkKnight may resell, recommend, or facilitate access to third-party services or products, including but not limited to software licences, cloud subscriptions, or vendor-managed platforms.
• 7.2. Where third-party services are provided under their own terms and conditions, the Customer agrees to be bound by those terms and shall be responsible for reviewing and complying with them.
• 7.3. DarkKnight shall not be liable for any failure, delay, or defect in third-party services, platforms, or software, except to the extent caused by DarkKnight’s own acts or omissions.
• 7.4. DarkKnight may assist with configuration, liaison, or support in relation to third-party services as part of the Services, but this shall not imply responsibility for the performance, availability, or security of any third-party system.
• 7.5. The Customer acknowledges that support or integration with third-party vendors may be subject to limitations or charges beyond DarkKnight’s control, including vendor SLAs, billing policies, or licence restrictions.

8. Price and Payment

• 8.1. The Price payable by the Customer shall be set out in the Quotation or otherwise agreed in writing. Prices are exclusive of VAT and any other applicable taxes or duties unless stated otherwise. VAT will be charged at the applicable rate.
• 8.2. DarkKnight may require staged payments as it deems fit. Any such payment requirements will be detailed in the Quotation.
• 8.3. Invoices will be issued in accordance with the payment schedule set out in the Quotation or otherwise agreed in writing.
• 8.4. Unless otherwise stated, all invoices are due within thirty (30) days from the invoice date. Time for payment is of the essence.
• 8.5. Payment must be made by bank transfer or other method agreed in writing. All bank charges or payment processing fees are the responsibility of the Customer.
• 8.6. The Customer must raise any queries or disputes regarding an invoice within seven (7) days of the invoice date. After this period, the invoice shall be deemed accepted.
• 8.7. All payments must be made in full without deduction or set-off, unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by DarkKnight.
• 8.8. If any payment is not received by the due date, DarkKnight may:
  • 8.8.1. Suspend further Services or deliveries under any contract with the Customer;
  • 8.8.2. Charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
  • 8.8.3. Charge a fixed compensation fee as permitted under that Act;
  • 8.8.4. Recover any costs incurred in collecting the outstanding amount, including legal fees and collection agency charges.

9. Title and Risk

• 9.1. Title to all Equipment supplied under this Contract shall remain with DarkKnight until full payment of the Price has been received in cleared funds.
• 9.2. Risk in the Equipment shall pass to the Customer upon delivery to the agreed site or to the storage location, as applicable.
• 9.3. Until title has passed to the Customer:
  • 9.3.1. The Customer shall keep the Equipment safe, secure, and in good condition;
  • 9.3.2. The Equipment must be clearly marked and identifiable as the property of DarkKnight;
  • 9.3.3. DarkKnight may, at any time, require the Customer to return the Equipment or grant access to recover it if payment remains outstanding.

10. Customer Responsibilities

• 10.1. The Customer shall provide DarkKnight with all necessary information, approvals, access, and assistance required to enable DarkKnight and its Third-Party Vendors to deliver the Services and Equipment effectively and on time.
• 10.2. The Customer must ensure that:
  • 10.2.1. All requested information is accurate and complete;
  • 10.2.2. All responses to queries, decisions, and approvals are given within a reasonable timeframe;
  • 10.2.3. Access to equipment, staff, and premises is granted during agreed times, free of charge;
  • 10.2.4. All required software licences are valid and available for inspection upon request;
  • 10.2.5. Appropriate working conditions, including health and safety compliance, are maintained on-site for DarkKnight’s personnel.
• 10.3. The Customer shall keep and operate any Equipment supplied under this Agreement in a proper and prudent manner and shall ensure that only competent and authorised persons operate such Equipment.
• 10.4. The Customer must take all reasonable precautions to ensure the safety of DarkKnight’s personnel while on site, including:
  • 10.4.1. Ensuring a hazard-free environment;
  • 10.4.2. Providing safe, unrestricted access and suitable parking where needed;
  • 10.4.3. Making welfare facilities (e.g., toilets, drinking water) available;
  • 10.4.4. Clearing the working area in advance.
• 10.5. The Customer is responsible for providing any necessary mains electricity supply.
• 10.6. The Customer must notify DarkKnight of any known or suspected data breaches affecting systems supported by DarkKnight, ideally within 24 hours of discovery.
• 10.7. The Customer accepts that updates to third-party software may affect existing integrations or macros. DarkKnight is not liable for any resulting issues unless engaged specifically to support such configurations.
• 10.8. If any delay or failure by the Customer prevents or impairs DarkKnight’s performance (“Customer Default”):
  • 10.8.1. DarkKnight may suspend the affected Services until the Customer resolves the issue;
  • 10.8.2. The Customer shall reimburse DarkKnight for any costs, losses, or delays caused by the Customer Default;
  • 10.8.3. DarkKnight shall not be liable for any failure to perform Services during this period.

11. Renewal

• 11.1. Where Services are provided on a fixed-term basis, DarkKnight will contact the Customer prior to the end of the term to discuss renewal. Any renewal will be subject to a new Quotation and may reflect revised pricing, scope, or service levels.
• 11.2. If the Customer wishes to renew the Services, a new agreement must be signed or the renewal must be confirmed in writing before the current term expires. Where no renewal is agreed, the contract shall end at the expiry of its term.
• 11.3. Any unused consultancy time or pre-purchased service hours may, at DarkKnight’s discretion, be applied as a credit or discount toward the renewed contract. Such credits are not refundable in cash.
• 11.4. Third-party vendor services included in the Customer’s contract may auto-renew and will be subject to the renewal terms, pricing, and notice periods set by the relevant vendor. The Customer remains responsible for any such renewal costs unless cancelled in accordance with the vendor’s terms.

12. Cancellation

• 12.1. No contract may be cancelled by the Customer without DarkKnight’s prior written consent, signed by a Director of DarkKnight. Any purported cancellation without such consent shall be void.
• 12.2. If cancellation is agreed, the Customer may be liable, at DarkKnight’s discretion, to pay an amount up to the total Price that would have been payable for the remainder of the agreed contract term. This may include committed third-party charges, administrative costs, and reasonable loss of profit.
• 12.3. DarkKnight may cancel this Agreement at any time prior to delivery of Equipment by giving not less than seven (7) days’ written notice. In such case, any sums paid by the Customer shall be refunded and DarkKnight shall have no further liability.

13. Termination without Notice

• 13.1. Either Party may terminate this Contract immediately, without notice, if the other Party:
  • 13.1.1. Commits a material breach of this Contract that is incapable of remedy.
  • 13.1.2. Commits a material breach of this Contract which is capable of remedy but fails to remedy such breach within 30 days of being notified in writing to do so.
  • 13.1.3. Ceases, or threatens to cease, to carry on business (except where prohibited under Section 14 of the Corporate Insolvency and Governance Act 2020).
  • 13.1.4. Engages in any act, omission, or conduct which, in the reasonable opinion of the terminating Party, is likely to bring the other Party into disrepute or adversely affect its reputation or goodwill.
• 13.2. Subject to Section 14 of the Corporate Insolvency and Governance Act 2020, either Party may terminate this Contract immediately if the other Party:
  • 13.2.1. Becomes subject to a winding-up petition, administration Order, or any other formal insolvency procedure, provided such termination is permitted by law.
  • 13.2.2. Enters into an arrangement with its creditors or takes any step to propose such an arrangement; or
  • 13.2.3. Becomes unable to pay its debts as they fall due.
• 13.3. To avoid doubt, DarkKnight’s right to terminate this Contract for an insolvency-related event shall be exercised only to the extent permitted under applicable law.
• 13.4. If the Customer enters a formal insolvency process and termination of this Contract is prohibited by Section 14 of the Corporate Insolvency and Governance Act 2020:
  • 13.4.1. DarkKnight shall continue to provide its Services under the Terms of this Contract unless otherwise directed by the court.
  • 13.4.2. DarkKnight may request adequate assurances of payment or reasonable security per the Act.
• 13.5. Nothing in this clause shall affect or limit any statutory obligations or rights arising under the Corporate Insolvency and Governance Act 2020 or related legislation.
• 13.6. All Contract termination notices should be submitted to the other Party in writing.

14. Consequences of Termination

• 14.1. On termination of this Contract for any reason:
  • 14.1.1. The Customer shall immediately pay to DarkKnight all outstanding unpaid invoices and interest, and in respect of any Services or Equipment supplied but not yet invoiced, DarkKnight may submit an invoice, which shall be payable immediately upon receipt.
  • 14.1.2. The Customer shall return or allow collection of all Equipment, Confidential Information, and materials belonging to DarkKnight that are in its possession or control. Until such return, the Customer shall be solely responsible for the safe keeping of such items.
  • 14.1.3. The Customer shall, at DarkKnight’s request, erase or destroy all software, access credentials, and any materials provided by DarkKnight under this Contract, and confirm such deletion in writing. This shall not apply to software or credentials provided under third-party vendor contracts that continue beyond termination.
• 14.2. Any right to use Services or software provided directly by DarkKnight shall cease upon termination, unless otherwise agreed in writing or permitted under separate licensing or third-party vendor terms.
• 14.3. Termination shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Agreement that existed at or before the date of termination.
• 14.4. Any provision of this Contract that expressly or by implication is intended to survive termination shall remain in full force and effect.

15. Force Majeure

• 15.1. Neither Party shall be liable for any delay or failure in performing its obligations under this Contract where such delay or failure results from events, circumstances or causes beyond its reasonable control. These may include acts of God, flood, fire, accident, war, terrorism, strike, civil commotion, epidemic, pandemic, shortage of labour or materials, breakdown of equipment, or failure of third-party telecommunications or service providers.
• 15.2. In such circumstances, the affected Party shall be entitled to a reasonable extension of time for performing its obligations, provided that it promptly notifies the other Party of the event and takes reasonable steps to mitigate the effects.
• 15.3. If a Force Majeure event prevents, hinders, or delays a Party’s performance of its obligations for a continuous period of more than ninety (90) days, the Party not affected by the event may terminate this Contract with immediate effect by giving written notice.

16. Intellectual Property

• 16.1. All Intellectual Property Rights in any materials, documentation, software, or deliverables created or supplied by DarkKnight in connection with the Services shall remain the property of DarkKnight or its licensors.
• 16.2. The Customer shall have a non-exclusive, non-transferable licence to use such materials strictly for its internal business purposes and only for the duration of this Contract, unless otherwise agreed in writing.
• 16.3. Intellectual Property provided by third-party vendors (including licensed software) shall remain the property of the vendor or licensor and shall be subject to the terms of the relevant third-party agreement. The Customer agrees to comply with all such third-party licensing terms.
• 16.4. Nothing in this Contract shall transfer ownership of any Intellectual Property Rights from one Party to the other, unless expressly stated in writing.

17. Indemnities

• 17.1. DarkKnight shall indemnify the Customer against any third-party claim that the use of software or other materials provided directly by DarkKnight infringes Intellectual Property Rights, provided that:
  • 17.1.1. The Customer notifies DarkKnight of the claim as soon as reasonably practicable;
  • 17.1.2. DarkKnight has sole control over the defence or settlement of the claim; and
  • 17.1.3. The Customer provides all necessary cooperation and information.
• 17.2. This indemnity shall not apply to claims arising from:
  • 17.2.1. The Customer’s modification or misuse of the software or materials;
  • 17.2.2. Use in combination with other items not supplied or approved by DarkKnight;
  • 17.2.3. Any breach by the Customer of the terms of this Contract or any third-party licence.
• 17.3. Where DarkKnight has entered into an agreement with a third-party vendor on the Customer’s behalf or at the Customer’s request, DarkKnight shall indemnify the Customer against any direct losses arising solely from DarkKnight’s breach of that agreement, up to a maximum of £100,000.
• 17.4. This clause shall survive the termination or expiry of the Contract.

18. Limitations of Liability

• 18.1. Nothing in this Contract shall limit or exclude either Party’s liability for:
  • 18.1.1. Death or personal injury caused by its negligence;
  • 18.1.2. Fraud or fraudulent misrepresentation; or
  • 18.1.3. Any other liability which cannot be limited or excluded by law.
• 18.2. Subject to Clause 18.1, DarkKnight’s total liability to the Customer in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Price paid by the Customer to DarkKnight in the twelve (12) months preceding the event giving rise to the claim.
• 18.3. DarkKnight shall not be liable to the Customer for:
  • 18.3.1. Loss of profits, sales, business, or revenue;
  • 18.3.2. Loss of anticipated savings;
  • 18.3.3. Loss or corruption of data or information;
  • 18.3.4. Loss of business opportunity, goodwill, or reputation;
  • 18.3.5. Any indirect or consequential loss or damage.
• 18.4. DarkKnight shall not be liable for any loss or damage arising from:
  • 18.4.1. Delays or failures by the Customer or third-party vendors;
  • 18.4.2. Equipment, software, or services not provided by DarkKnight;
  • 18.4.3. Acts or omissions of third parties not under DarkKnight’s control.
• 18.5. The limitations and exclusions in this clause shall apply whether or not the loss or damage was foreseeable or the possibility of it had been made known to DarkKnight.

19. Confidentiality

• 19.1. Each Party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other Party, except as permitted by this Clause or required by law.
• 19.2. Each Party may disclose Confidential Information:
  • 19.2.1. To its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out their obligations under the Agreement, provided that such persons are bound by confidentiality obligations no less strict than those contained herein;
  • 19.2.2. As may be required by law, court order, or any governmental or regulatory authority.
• 19.3. Neither Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations under the Agreement.
• 19.4. The obligations in this Clause shall not apply to information that:
  • 19.4.1. Is or becomes publicly available through no breach of this Clause;
  • 19.4.2. Was lawfully in the receiving Party’s possession before disclosure;
  • 19.4.3. Is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
  • 19.4.4. Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
• 19.5. These confidentiality obligations shall continue for a period of three (3) years after termination or expiry of the Agreement.
• 19.6. Where the Parties have entered into a separate confidentiality or non-disclosure agreement (NDA), that NDA shall take precedence over this Clause to the extent of any conflict.

20. Data Protection

• 20.1. Both Parties shall comply with their respective obligations under the Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), and any other applicable data protection or privacy legislation.
• 20.2. DarkKnight shall process any personal data obtained from the Customer in accordance with its Privacy Policy, a copy of which is available upon request or accessible at Privacy
• 20.3. DarkKnight shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
• 20.4. DarkKnight shall not retain personal data for longer than necessary to fulfil the purposes of the Agreement, unless required by law or regulatory obligation.
• 20.5. In the event of any actual or suspected personal data breach affecting data processed under this Agreement, the affected Party shall notify the other without undue delay and cooperate in managing any legal or regulatory obligations arising from such breach.
• 20.6. In some circumstances, to deliver the Services, DarkKnight may act as a Data Processor on behalf of the Customer. Where this applies, the following provisions shall govern that processing relationship:
  • 20.6.1. DarkKnight shall process personal data only on the documented instructions of the Customer, unless otherwise required by law;
  • 20.6.2. DarkKnight shall ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  • 20.6.3. DarkKnight shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
  • 20.6.4. DarkKnight shall assist the Customer in fulfilling its obligations to respond to requests from data subjects exercising their rights under data protection law;
  • 20.6.5. DarkKnight shall assist the Customer in ensuring compliance with obligations relating to security of processing, breach notification, and data protection impact assessments;
  • 20.6.6. DarkKnight shall, at the Customer’s choice, delete or return all personal data to the Customer upon termination of the Agreement, unless retention is required by law;
  • 20.6.7. DarkKnight shall make available all information necessary to demonstrate compliance with this Clause and allow audits by the Customer or its authorised representatives, subject to reasonable notice and confidentiality;
  • 20.6.8. DarkKnight shall not engage any sub-processor without the Customer’s prior written authorisation, and shall impose the same data protection obligations on any approved sub-processor.
• 20.7. Complaints and Communication
  

  The Customer should promptly notify DarkKnight of any concerns, complaints, or queries relating to the Services, Goods, or Works provided under the Agreement.

  DarkKnight is committed to resolving any concerns in a fair, transparent, and timely manner and shall have the opportunity to investigate and respond before any formal action is taken.

  If the Customer is not satisfied with DarkKnight’s initial response, they should escalate thecomplaint in writing to:

  Daryn Hesketh
  DarkKnight Ltd
  6 Floreat Gardens, Newbury, RG14 6AW
  01635 946753
  Daryn.Hesketh@darkknight.co.uk

  Both Parties agree to use reasonable efforts to resolve disputes amicably before commencing any formal legal proceedings.

21. Notices

• 21.1. Any notice or other communication given to a Party under or in connection with this Contract must be in writing and shall be:
  • 21.1.1. Delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business; or
  • 21.1.2. Sent by email to the email address most recently notified by that Party.
• 21.2. Any notice or communication shall be deemed to have been received:
  • 21.2.1. If delivered by hand, at the time the notice is left at the proper address;
  • 21.2.2. If sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second business day after posting; or
  • 21.2.3. If sent by email, at 9:00am on the next business day after transmission, provided that no delivery failure notification is received.
• 21.3. This clause 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.

22. Other Important Terms

• 22.1. If any provision or part of this Contract is or becomes invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it valid. If that is not possible, the provision will be removed, and the rest of the Contract will continue in effect.
• 22.2. A right or remedy under this Contract is only waived if the waiver is in writing. Delay or failure to exercise any right or remedy shall not be a waiver of that or any other right or remedy.
• 22.3. The rights in this Contract are in addition to rights and remedies provided by law.
• 22.4. The Customer may not assign, transfer, or subcontract any of its rights or obligations without DarkKnight’s written consent. DarkKnight may do so, but remains responsible for its subcontractors.
• 22.5. This Contract does not create a partnership or joint venture. Neither Party can act for or bind the other.
• 22.6. No one other than the Parties to this Contract shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

23. Governing Law and Jurisdiction

• 23.1. This Contract is governed by the laws of England and Wales. Any disputes or claims (including those relating to non-contractual matters) will be resolved under those laws.
• 23.2. Both Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract, including its formation and any non-contractual matters.