20.1.    For the purposes of this clause 20 the expressions '"adequate procedures"' and '"associated with"' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
20.2.    Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: a) all of that party’s personnel; b) all others associated with that party; and c) all of that party’s sub-contractors involved in performing the Contract so comply. 
20.3.    Without limitation to clause 20.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf. 
20.4.    Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 20. 

21.1.    The Customer undertakes, warrants and represents that: 

21.1.1.    neither the Customer nor any of its officers, employees, agents or sub-contractors has: 

21.1.1.1.    committed an offence under the Modern Slavery Act 2015 (an "MSA Offence"); or 
21.1.1.2.    been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or 
21.1.1.3.    is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; 

21.1.2.    it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and 
21.1.3.    it shall notify the Consultant immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or sub-contractors have breached or potentially breached any of the Customer’s obligations under this clause 8.1. Such notice shall set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
 

If there is a conflict between the terms contained in the Conditions and the terms of the Proposal, and any other signed written documents which form the Contract, the terms of the Proposal shall prevail.

23.1.    Except as expressly provided for in clause 23.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
23.2.    Any Affiliate of the Consultant shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required to rescind or vary the Contract or any provision of it.

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
 

The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next Business Day delivery service, or email. A notice or other communication is deemed to have been received:  

26.1.    if delivered personally, on signature of a delivery receipt; 
26.2.    if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second working day after posting; 
26.3.    or if sent by email, by 9.00 am the next Business Day after transmission 

We may assign or transfer our rights and obligations under the Contract to another entity on written notice to you. 
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

We may revise these Terms and Conditions and/or the Data Processing Agreement from time to time to (i) change how we accept payment from you, (ii) reflect any necessary changes in relevant laws and regulatory requirements, (iii) to reflect any changes to our operating or delivery processes, or (iv) to amend the Charges for a Renewal Term (iii). Any other variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). 

If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.