Terms and Conditions of Sale

CONDITIONS OF SALE
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These Conditions of Sale govern every sale of a Work by Robert Upstone Ltd ("we", "our" or "us") and form part of every Contract between us and the Buyer.

We specialise in carefully researched works of Modern British art. Every Work we offer is unique and possesses its own individual history, provenance, condition and character. Before deciding whether to purchase a Work, we strongly encourage every prospective Buyer to inspect it personally, or through an Authorised Representative, to ask questions and to request any further information they may reasonably require.

These Conditions of Sale are intended to ensure that every Buyer has a proper opportunity to inspect and consider a Work before entering into the Contract and that, once concluded, the Contract provides certainty for both parties.

1. FORMATION OF THE CONTRACT

1.1 Every sale is made subject to these Conditions of Sale, to the exclusion of any other terms, unless expressly agreed by us in writing.

1.2 Any quotation, estimate, indication of price, catalogue entry, website listing, discussion or negotiation is an invitation to treat only and does not constitute a contractual offer capable of acceptance.

1.3 A prospective Buyer may make an offer to purchase a Work orally, by email, in writing or by any other means.

1.4 A Contract is formed only when we accept the Buyer's offer in writing. Unless expressly stated otherwise, our invoice constitutes our written acceptance of the Buyer's offer and confirms the Contract between the parties.

1.5 These Conditions of Sale, together with our invoice and any special terms expressly agreed in writing between the parties, constitute the entire agreement relating to the sale of the Work. Except for statements expressly incorporated into the Contract, the Buyer acknowledges they have not relied upon any other representation or statement in deciding to purchase. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

1.6 No oral statement or representation shall form part of the Contract unless subsequently confirmed by us in writing. Nothing in this clause excludes or limits liability for fraud, fraudulent misrepresentation or any other liability which cannot lawfully be excluded.

1.7 The Buyer shall be treated as having accepted these Conditions of Sale upon the first occurrence of any of the following:

(a) making payment in whole or in part;

(b) signing our invoice;

(c) arranging collection or delivery of the Work;

(d) accepting delivery of the Work;

(e) instructing an Authorised Representative to act on the Buyer's behalf in connection with the purchase; or

(f) otherwise acting in a manner consistent with the existence of the Contract.

1.8 No variation of these Conditions of Sale shall be effective unless agreed by us in writing.

1.9 Any concession, indulgence or waiver granted by us in relation to a particular transaction shall apply only to that transaction and shall not constitute a continuing waiver of any provision of these Conditions of Sale.

2. DEFINITIONS

In these Conditions of Sale:

"Authorised Representative" means any person authorised by the Buyer to inspect, negotiate, advise upon, collect, transport or otherwise act in relation to the purchase of the Work, including (without limitation) an agent, adviser, curator, dealer, solicitor, interior designer, family office representative or shipping agent.

"Buyer" means the individual, company, trustee or other legal entity purchasing the Work.

"Consumer" has the meaning given by the Consumer Rights Act 2015.

"Contract" means the agreement for the sale and purchase of the Work formed in accordance with clause 1.

"Price" means the amount shown on our invoice together with any applicable VAT, Artist's Resale Right royalty, agreed delivery charges and any other sums payable under the Contract.

"Work" means the specific work of art identified in our invoice.

References to the singular include the plural and vice versa where the context requires.

Headings are included for convenience only and do not affect the interpretation of these Conditions of Sale.

3. BASIS OF SALE

3.1 Every Work offered by us is unique. Unlike a mass-produced consumer product, each Work possesses its own individual history, provenance, condition and character.

3.2 We encourage every prospective Buyer to inspect the Work personally or through an Authorised Representative before deciding whether to purchase it, to ask questions and to request any further information they may reasonably require.

3.3 These Conditions of Sale proceed on the basis that the Buyer should have a reasonable opportunity, before entering into the Contract, to satisfy themselves as to every matter material to their decision to purchase the Work.

3.4 Once the Contract has been concluded, both Buyer and Seller are entitled to proceed on the basis that it will be honoured according to its terms.

4. BEFORE YOU BUY

4.1 We strongly encourage every prospective Buyer to inspect the Work before deciding whether to purchase it.

4.2 Where it is not reasonably practicable for the Buyer to inspect the Work personally, inspection by an Authorised Representative shall, for all purposes of the Contract, be treated as inspection by the Buyer.

4.3 Before the Contract is concluded, we will, wherever reasonably practicable:

(a) arrange one or more viewings of the Work;

(b) provide additional photographs or images of the Work;

(c) provide a condition report upon request;

(d) answer reasonable questions concerning the Work; and

(e) provide such further information as we reasonably can concerning the Work's provenance, exhibition history, literature and related scholarship.

4.4 The Buyer is responsible for deciding whether to obtain independent professional advice before entering into the Contract.

4.5 The Contract proceeds on the basis that, before entering into it, the Buyer has had a reasonable opportunity:

(a) to inspect the Work personally or through an Authorised Representative;

(b) to examine any photographs, condition report or other information supplied by us;

(c) to ask any questions they wished concerning the Work;

(d) to obtain independent professional advice if they considered it appropriate; and

(e) to satisfy themselves as to every matter material to their decision to purchase the Work.

4.6 Any information, photographs, condition reports or other communications supplied by us to an Authorised Representative shall be treated as having been supplied to the Buyer.

4.7 The Buyer shall be bound by all acts, omissions and knowledge of any Authorised Representative acting on the Buyer's behalf in connection with the purchase.

4.8 The Contract relates solely to the specific Work identified in our invoice. It is not a contract for another work by the same artist, another example of a similar type, or a work of comparable description, quality or subject matter.

5. NATURE OF THE PURCHASE

5.1 Every Work is unique. Unlike a mass-produced consumer product, each Work possesses its own individual history, condition, provenance and character.

5.2 Unless expressly agreed by us in writing before the Contract is concluded, no sale is made:

(a) on approval;

(b) on trial;

(c) on sale or return;

(d) subject to inspection after the Contract has been concluded;

(e) subject to the approval of a spouse, partner, family member, adviser, consultant or any other third party; or

(f) subject to any other condition or contingency;

(g) subject to financing, lending approval or the sale of another asset.

5.3 We encourage careful inspection, enquiry and consideration before the Contract is concluded. Once the Contract has been concluded, both Buyer and Seller are entitled to certainty that it will be honoured according to its terms.

5.4 Except where the Buyer has a statutory right which cannot lawfully be excluded, the Buyer shall have no contractual right to cancel the Contract, reject the Work or require repayment of the Price merely because:

(a) they have changed their mind;

(b) their personal or financial circumstances have changed;

(c) another Work has become available;

(d) the Work no longer suits their personal taste, requirements or intended location;

(e) they have subsequently obtained a different opinion concerning the Work; or

(f) they have decided not to proceed with the purchase for any other reason unrelated to a breach of the Contract by us.

5.5 Nothing in these Conditions of Sale excludes or limits any statutory rights which cannot lawfully be excluded.

6. DESCRIPTION, ATTRIBUTION AND SCHOLARSHIP

6.1 We take great care in researching and describing every Work we offer for sale. Descriptions are prepared in good faith using such research as we consider appropriate in the circumstances of the particular Work, taking account, where applicable, of provenance, exhibition history, published literature, catalogues raisonnés, archival material and the current state of scholarship.

6.2 Descriptions appearing in catalogues, invoices, correspondence, condition reports, advertisements, our website or elsewhere are intended to assist the Buyer and reflect our honestly held professional judgement at the date of the Contract.

6.3 Descriptions may contain both statements of objective fact and matters of professional judgement.

Statements of objective fact include matters capable of objective verification, such as measurements, medium, inscriptions, labels and documented provenance or exhibition history.

Matters of professional judgement include, without limitation, attribution, dating, authenticity, historical significance, rarity and condition, each of which may involve the exercise of specialist knowledge, experience and judgement.

6.4 Unless expressly stated otherwise, references to provenance, exhibition history or published literature are included for identification and historical context and do not constitute an independent contractual warranty beyond the express terms of these Conditions of Sale.

6.5 Nothing in these Conditions of Sale shall be taken as preventing us from revising or correcting any description before the Contract is concluded.

6.6 The attribution of the great majority of Works remains settled. Scholarship may, however, occasionally develop as further documentary evidence, technical examination or academic research becomes available.

6.7 Accordingly, any statement by us concerning attribution, dating, authenticity, provenance, historical significance or similar scholarly matters represents our honestly held professional judgement at the date of the Contract.

6.8 The subsequent expression of one or more differing opinions by recognised scholars or other appropriately qualified specialists shall not, of itself:

(a) render an earlier description inaccurate;

(b) constitute a breach of the Contract;

(c) entitle the Buyer to reject the Work;

(d) entitle the Buyer to rescind the Contract;

(e) entitle the Buyer to recover the Price; or

(f) otherwise give rise to any claim against us,

provided that our earlier description reflected our honestly held professional judgement at the date of the Contract.

6.9 Similarly, the subsequent inclusion, exclusion or amendment of any catalogue raisonné or other recognised scholarly publication shall not, of itself, render an earlier description inaccurate or constitute evidence that our earlier description was negligently prepared.

6.10 A difference of scholarly opinion is not, of itself, evidence that an earlier opinion was incorrectly or negligently formed.

6.11 The Buyer accepts that the existence of differing opinions concerning a Work is a recognised feature of the study of art and does not, of itself, establish that any earlier opinion was incorrect or negligently formed.

6.12 Nothing in this clause excludes or limits liability for fraud, fraudulent misrepresentation or any liability which cannot lawfully be excluded.

7. CONDITION

7.1 Works of art frequently display evidence of age, handling, use, restoration, conservation, repair, relining, reframing or other historic intervention. Such characteristics are often an inherent part of the history and character of a Work and do not necessarily constitute defects.

7.2 We will be pleased to provide a condition report upon request before the Contract is concluded.

7.3 A condition report is prepared solely to assist the Buyer. It represents our honestly held professional opinion following examination of the Work using non-invasive methods only, unless expressly stated otherwise, at the time the report is prepared. It is not an insurance survey, conservation report or guarantee and should not be regarded as a substitute for personal inspection by the Buyer or the Buyer's Authorised Representative.

7.4 Condition reports are necessarily selective. They identify those matters which, in our opinion, are material to a purchasing decision and should not be treated as an exhaustive description of every aspect of the Work.

7.5 The absence of any reference in a condition report to a particular matter shall not imply that no such matter exists, nor shall it imply that there has been no restoration, conservation, repair or other historic intervention.

7.6 Photographs are provided to assist in identifying the Work. Owing to differences in lighting, photography, printing, screen calibration and other factors beyond our reasonable control, colour, tone, texture, surface quality and scale may differ from their appearance when viewed in person.

7.7 Following collection or delivery of the Work, we shall not be responsible for any deterioration, damage or change in condition arising from transportation, handling, framing, display, environmental conditions, accidental damage or any other cause beyond our reasonable control.

7.8 We recommend that every Buyer satisfies themselves as to the condition of the Work before the Contract is concluded.

8. PRICE AND PAYMENT

8.1 The Price of the Work shall be the amount shown on our invoice together with any applicable VAT, Artist's Resale Right royalty, agreed delivery charges and any other sums expressly payable under the Contract.

8.2 Unless otherwise agreed by us in writing, the Price shall be paid in full in cleared funds before the Work is released to the Buyer.

8.3 Time for payment is of the essence.

8.4 Payment shall be treated as having been received only when cleared funds have been credited to our nominated bank account.

8.5 The Buyer shall ensure that the full amount shown on our invoice is received by us without deduction, set-off or withholding, unless such deduction is required by law.

8.6 Unless otherwise agreed in writing, the Buyer shall be responsible for all bank charges, transfer fees, currency conversion costs and similar charges incurred in making payment so that the full amount invoiced is received by us.

8.7 Where payment is made in a currency other than Pounds Sterling, the Buyer shall bear the risk of any exchange rate fluctuation unless expressly agreed otherwise in writing.

8.8 If payment is not received by the due date, we may, without prejudice to any other rights available to us:

(a) suspend delivery of the Work;

(b) suspend performance of any other obligations owed to the Buyer;

(c) charge interest on the outstanding balance at a rate of four per cent (4%) above the Bank of England Base Rate, calculated daily from the due date until payment is received in full; and

(d) recover our reasonable costs incurred in collecting the outstanding debt.

9. RESERVATIONS

9.1 We may, at our absolute discretion, agree to reserve a Work for a prospective Buyer for a specified period.

9.2 Unless expressly agreed in writing, a reservation does not constitute a Contract for the sale of the Work.

9.3 The terms of any reservation, including its duration and any deposit payable, shall be confirmed in writing.

9.4 Unless otherwise agreed in writing, a reservation expires automatically at the end of the agreed reservation period without notice.

9.5 Following expiry of the reservation period, we shall be free to sell the Work to another purchaser without further reference to the prospective Buyer.

9.6 We may withdraw a reservation at any time where we reasonably believe the Buyer no longer intends to proceed.

10. DEPOSITS

10.1 We may, at our discretion, accept a deposit in respect of a proposed purchase.

10.2 Unless otherwise agreed in writing, any deposit shall be treated as part payment of the Price and not as consideration for an option to purchase.

10.3 Unless expressly agreed otherwise in writing, payment of a deposit does not transfer ownership of the Work or, of itself, create a Contract.

10.4 The terms upon which any deposit is accepted shall be confirmed in writing.

10.5 Where a Contract has been formed and the Buyer subsequently defaults, any deposit paid may be retained and applied towards any loss, damage, cost or expense properly incurred by us as a consequence of that default. Any balance remaining shall be accounted for to the Buyer following resale of the Work or other resolution of the matter.

11. INSTALMENT PAYMENTS

11.1 Where we agree in writing that the Price may be paid by instalments, each instalment shall become due on the date agreed between the parties.

11.2 Failure to pay any instalment when due shall constitute a default under the Contract.

11.3 Upon such default, and unless we expressly agree otherwise in writing, we may:

(a) require immediate payment of the outstanding balance;

(b) suspend delivery of the Work;

(c) terminate the Contract; and

(d) exercise any other rights available to us under these Conditions of Sale.

11.4 Acceptance of a late instalment shall not constitute a waiver of our right to insist upon timely payment of subsequent instalments.

11.5 Acceptance of payment by instalments shall not constitute a waiver of any of our rights under these Conditions of Sale.

12. ANTI-MONEY LAUNDERING, SANCTIONS AND COMPLIANCE

12.1 We are required to comply with all applicable legislation relating to anti-money laundering, terrorist financing, financial sanctions and related regulatory obligations.

12.2 Before completing a transaction we may require such information and documentation as we reasonably consider necessary to verify:

(a) the identity of the Buyer;

(b) the identity of any person making payment on the Buyer's behalf;

(c) the source of funds, where required by law; and

(d) any other information which we are required to obtain in order to comply with our legal obligations.

12.3 Where payment is made by a person other than the Buyer, we may require evidence of the relationship between that person and the Buyer before accepting payment.

12.4 We may delay completion of the Contract until all legal and regulatory requirements have been satisfied.

12.5 We may refuse to complete, or may suspend or terminate, any transaction where, in our reasonable opinion, completion would place us in breach of any applicable law, regulation, financial sanction or other legal obligation.

12.6 Any delay arising from compliance with our legal or regulatory obligations shall not constitute a breach of the Contract.

13. DELIVERY, COLLECTION AND RISK

13.1 Unless otherwise agreed in writing, the Work shall not be released until the Price has been paid in full in cleared funds and we have completed any legal or regulatory checks which we are required to undertake.

13.2 Delivery, collection and shipping arrangements shall be agreed separately between the parties.

13.3 Unless expressly agreed otherwise in writing, all packing, transportation, shipping, insurance, export, customs and associated costs shall be borne by the Buyer.

13.4 Unless expressly agreed otherwise in writing, risk in the Work shall pass to the Buyer upon whichever of the following first occurs:

(a) collection of the Work by the Buyer;

(b) collection of the Work by the Buyer's Authorised Representative;

(c) collection of the Work by any carrier, shipper or agent appointed by the Buyer;

(d) delivery to the address agreed between the parties.

13.5 From the time risk passes, the Buyer shall be solely responsible for insuring the Work against loss or damage.

13.6 Any dates quoted for collection or delivery are estimates only. Whilst we shall use reasonable endeavours to meet them, time shall not be of the essence in relation to delivery unless expressly agreed in writing.

13.7 We shall not be liable for delays arising from circumstances beyond our reasonable control, including delays caused by carriers, customs authorities, export licensing procedures or compliance with legal or regulatory obligations.

14. TITLE

14.1 Legal and beneficial ownership of the Work shall not pass to the Buyer until:

(a) the Price has been paid in full in cleared funds;

(b) all other sums due under the Contract have been paid in full; and

(c) we have completed any identity verification or other legal or regulatory requirements applicable to the transaction.

14.2 Until ownership has passed, the Buyer shall:

(a) keep the Work securely and separately identifiable as our property;

(b) maintain appropriate insurance for not less than the Price;

(c) not sell, assign, pledge, charge or otherwise dispose of the Work or any interest in it;

(d) not permit any lien or other security interest to arise over the Work; and

(e) not restore, conserve, clean, alter, dismantle, reframe or otherwise interfere with the Work without our prior written consent.

14.3 If ownership has not passed and the Buyer is in default, we may recover possession of the Work without prejudice to any other rights or remedies available to us.

15. STORAGE

15.1 We may agree to store a purchased Work for a reasonable period following the Contract as a courtesy to the Buyer.

15.2 Unless expressly agreed otherwise in writing:

(a) Storage is provided solely as a convenience to the Buyer;

(b) risk shall pass in accordance with clause 13; and

(c) storage shall not postpone or affect the passing of risk or any other obligation of the Buyer under the Contract.

15.3 If the Buyer fails to collect the Work within a reasonable time after being notified that it is available for collection or delivery, we may:

(a) transfer the Work to professional storage;

(b) insure the Work at the Buyer's expense where we reasonably consider it appropriate to do so; and

(c) recover from the Buyer all reasonable storage, handling, insurance and associated costs.

15.4 Longer-term storage shall be entirely at our discretion and may be made subject to such additional terms and charges as we reasonably specify.

16. EXPORT, IMPORT AND TAXATION

16.1 Where the Work is to be exported from the United Kingdom, we may, if requested, assist in arranging export licences, shipping or related documentation.

16.2 Unless expressly agreed otherwise in writing, the Buyer shall remain responsible for:

(a) obtaining any import permissions required in the destination country;

(b) payment of customs duties, import taxes and similar charges;

(c) compliance with all applicable laws and regulations relating to importation of the Work.

16.3 Where an export licence or other governmental permission is required, both parties shall cooperate in providing such information as may reasonably be required.

16.4 Unless expressly agreed otherwise in writing before the Contract is concluded, the Contract shall not be conditional upon the grant of an export licence or any other governmental consent.

16.5 Where VAT treatment depends upon export from the United Kingdom, the Buyer shall promptly provide such documentation and assistance as we reasonably require in order to establish the export for VAT purposes.

16.6 If, through the Buyer's failure to comply with their obligations under this clause, we become liable for VAT, customs duties, penalties, interest or similar charges, the Buyer shall indemnify us in respect of those amounts.

17. BUYER'S DEFAULT

17.1 The Buyer shall be in default of the Contract if the Buyer:

(a) fails to pay any sum due under the Contract when it becomes payable;

(b) fails to comply with any material obligation under these Conditions of Sale;

(c) provides information which is materially false or misleading in connection with the Contract;

(d) fails to comply with any legal or regulatory requirement necessary to complete the transaction; or

(e) otherwise commits a material breach of the Contract.

17.2 Where the Buyer is in default, we may, without prejudice to any other rights or remedies available to us:

(a) suspend delivery of the Work;

(b) suspend performance of any other obligation owed to the Buyer;

(c) require immediate payment of any outstanding balance;

(d) terminate the Contract by written notice;

(e) recover possession of the Work where ownership has not passed;

(f) resell the Work; and

(g) recover from the Buyer any loss, damage, cost or expense reasonably incurred as a consequence of the Buyer's default;

(h) retain and apply any deposit in accordance with clause 10.5.

17.3 If we resell the Work following the Buyer's default:

(a) we shall apply the proceeds of sale towards all sums properly due to us, including the Price (where outstanding), interest, storage charges, insurance costs, transport costs, reasonable legal costs, reasonable professional fees and any other loss or expense arising from the Buyer's default;

(b) any surplus remaining shall be paid to the Buyer; and

(c) if the resale proceeds are insufficient to satisfy those sums, the Buyer shall remain liable for the shortfall.

17.4 Any delay by us in exercising a right or remedy under the Contract shall not constitute a waiver of that right or remedy.

18. CANCELLATION AND RETURNS

18.1 We encourage every prospective Buyer to take whatever time they reasonably require before entering into the Contract. Before the Contract is concluded we will, wherever reasonably practicable, assist by arranging further viewings, answering reasonable questions and providing further information upon request.

18.2 Once the Contract has been concluded, it is intended to be final. The Price reflects the basis upon which the Work is sold and the allocation of risk set out in these Conditions of Sale.

18.3 Except where the Buyer has a statutory right which cannot lawfully be excluded, we do not accept cancellation of the Contract or return of the Work simply because:

(a) the Buyer has changed their mind;

(b) the Buyer has obtained another professional or scholarly opinion concerning the Work;

(c) another Work has become available;

(d) the Buyer's circumstances have changed; or

(e) the Buyer no longer wishes to proceed with the purchase.

18.4 No sale shall be treated as:

(a) being on approval;

(b) subject to inspection after the Contract has been concluded;

(c) subject to approval by a spouse, partner, family member, adviser or any other third party; or

(d) conditional upon any other matter,

unless such condition has been expressly agreed by us in writing before the Contract is concluded.

18.5 Nothing in these Conditions of Sale excludes or limits any statutory rights enjoyed by a Consumer which cannot lawfully be excluded.

19. CONSUMER CONTRACTS

19.1 The great majority of our sales are concluded following personal inspection of the Work by the Buyer or the Buyer's Authorised Representative.

19.2 Where a Contract is not a distance or off-premises contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, no statutory cancellation right under those Regulations arises.
19.3 Where, exceptionally, a Contract is concluded with a Consumer in circumstances in which those Regulations confer a statutory right of cancellation, we will provide the Consumer with the information concerning that right required by law. The Consumer may exercise that right only in accordance with the applicable statutory provisions.
19.4 Nothing in these Conditions of Sale excludes or limits any rights or remedies available to a Consumer under the Consumer Rights Act 2015 or any other applicable legislation.

20. LIMITATION OF LIABILITY

20.1 Nothing in these Conditions of Sale excludes or limits liability for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by negligence;

(c) breach of any obligation which cannot lawfully be excluded or limited; or

(d) any other liability which cannot lawfully be excluded or limited.

20.2 Subject to clause 20.1, our aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Price actually paid by the Buyer for the Work together with any delivery charges paid directly to us under the Contract.

20.3 Subject to clause 20.1, we shall not be liable for:

(a) loss of profit;

(b) loss of revenue;

(c) loss of business;

(d) loss of opportunity;

(e) loss of anticipated appreciation in value;

(f) loss of anticipated investment return;

(g) indirect loss;

(h) loss of goodwill, or

(i) consequential loss,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

21. INTELLECTUAL PROPERTY

21.1 Copyright and all other intellectual property rights in photographs, catalogues, condition reports, written descriptions and other material prepared by us shall remain vested in us or the relevant copyright owner.

21.2 The purchase of a Work does not include the assignment or licence of any copyright or other intellectual property right unless expressly agreed by us in writing.

22. DATA PROTECTION

22.1 We shall process personal information in accordance with applicable data protection legislation and our Privacy Policy.

23. GENERAL

23.1 If any provision of these Conditions of Sale is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

23.2 Failure or delay by us in exercising any right or remedy shall not constitute a waiver of that right or remedy.

23.3 The Buyer may not assign or transfer any rights under the Contract without our prior written consent.

23.4 We may assign or transfer our rights and obligations under the Contract where reasonably necessary.

23.5 No person who is not a party to the Contract shall have any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

23.6 We shall not be liable for any delay or failure in performing our obligations arising from events beyond our reasonable control, including (without limitation):

(a) natural disaster;

(b) fire;

(c) flood;

(d) pandemic;

(e) war;

(f) terrorism;

(g) sanctions;

(h) cyber attack;

(i) industrial dispute;

(j) interruption to transport or communications; or

(k) any act or omission of government or other competent authority.

24. NOTICES

24.1 Any notice required under the Contract shall be in writing and may be delivered personally, sent by first-class post or sent by email to the address or email address last notified by the receiving party.
24.2 A notice shall be deemed received:
(a) if delivered personally, when delivered;
(b) if sent by first-class post, on the second working day after posting; and
(c) if sent by email, when transmitted, provided that the sender has not received an automated delivery failure or similar notification.

25. GOVERNING LAW AND JURISDICTION
25.1 The Contract and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
25.2 Subject to any mandatory jurisdictional rights which a Consumer may have under applicable law, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Contract.​