Supplier Contract Terms

TERMS & CONDITIONS

THIS AGREEMENT sets out in Part 1 and 2 the terms and conditions applicable to the Partner Business's use of GAS VILLAGE 's proprietary gasvillage.com website for the receipt, preparation and delivery of orders by customers for goods from the Partner Business, and has been concluded as of the date at the end of this document (the "Agreement").

PART 1. OVERVIEW OF KEY TERMS

1. Annual GASVILLAGE.COM Retailer Subscription Fee : Standard FEE + VAT
   • Upfront Payment : Standard FEE + VAT paid by Electronic card payment
     Charges by GAS VILLAGE to Partner Business ("Partner Business Charges")
2. GAS VILLAGE will charge the Partner Business:
   • a percentage Standard commission per Order (charged on Gross Order Value) + VAT
   • a standard admin charge per Order paid for online + VAT
3. GAS VILLAGE will, on behalf of the Partner Business, charge the Customer:
   • a Standard admin charge per Order paid for online purchases
4. Term
   • This Agreement is valid from signature for an initial period of 12 months after any free trial period

PART 2. GENERAL TERMS AND CONDITIONS

1. PURPOSE
   • GAS VILLAGE , primarily via its website gasvillage.com or its affiliated websites, applications and platforms (together, the "Website"), and its proprietary Gasvillage.com("GASVILLAGE.COM") and other related equipment and software (together the "Product"), will enable customers to place Orders (as defined in clause 3.1) for gas cylinder and other off-grid gas solutions from the Partner Business, for delivery by, or collection at, the Partner Business (the "Service") on the terms and conditions set out in this Agreement.
   • In consideration of the mutual covenants contained in this Agreement, the parties agree to comply with their respective obligations set out herein.
2. THE PRODUCT
   • Payment: The Partner Business agrees to pay GAS VILLAGE the "GASVILLAGE.COM Subscription Fee" indicated in Part 1 of this Agreement, of which:
     • the Partner Business has paid or will pay the "Upfront Payment" indicated in Part 1; and
     • the "Balance" (if any) indicated in Part 1 may be offset by GAS VILLAGE against any payments due to the Partner Business under this Agreement.
   • Profile set-up: Within 14 days of the later of (i) GAS VILLAGE having received payment in full of the Upfront Payment in cleared funds, and (ii) GAS VILLAGE having received all the information that it shall reasonably request from the Partner Business (including in relation to the Partner Business's name, logo, address, contact information and Inventory List (the "Website Profile")) in complete and correct form, GAS VILLAGE undertakes to set up the Partner Business's Website Profile on the Website.
   • Product care: The Partner Business will use, store and maintain the Product using reasonable care, including without limitation establishing and maintaining the Product in such a way as to allow it to receive a GPRS signal, and otherwise so that Orders received will be processed instantly.
   • Product malfunctions: The Partner Business must notify GAS VILLAGE without delay if the Product malfunctions.
   • Product repair – general: During the first twelve (12) months from the date of this Agreement, GAS VILLAGE will reasonably promptly repair or replace the Product in case of malfunction, save where in GAS VILLAGE 's sole opinion the malfunction is a result of misuse, unauthorised alteration or accidental damage by the Partner Business or of repairs not performed by GAS VILLAGE or its authorised representatives ("Partner Business Product Damage").
   • Product repair – charges: After twelve (12) months from the date of this Agreement, or at any time where the malfunction is in GAS VILLAGE 's sole opinion a result of Partner Business Product Damage, GAS VILLAGE reserves the right to charge the Partner Business a reasonable fee for repairing the malfunctioning Product or to charge the Partner Business for a replacement Product at GAS VILLAGE 's then prevailing price.
   • Product upgrades: GAS VILLAGE may upgrade or alter the Product on notice to the Partner Business at any time. GAS VILLAGE reserves the right to charge the Partner Business for any upgraded or replaced Product at GAS VILLAGE 's then prevailing price. GAS VILLAGE will notify the Partner Business in advance of any such upgrade or alteration of the amount of charges applicable.
   • Ownership of Product:: The Product remains the property of GAS VILLAGE at all times. On termination of this Agreement, the Product must be returned by the Partner Business to GAS VILLAGE in good working condition.
3. ORDERS
   • Execution of Orders: The Partner Business undertakes to receive, process, prepare and deliver the customers' orders placed via the Website and received from GAS VILLAGE by means of any of the Product, fax, phone or email ("Orders") using the best care, skill and diligence, and in accordance with best practice in the Partner Business's industry, profession or trade. Gas cylinder and other off-grid gas solutions prepared, processed and delivered must correspond to what is stated in the Order, and must take into account any customer comments submitted with the Orders including without limitation in relation to customer allergies.
   • Rejection of Orders: The Partner Business shall use its best efforts to accept all Orders. Where the Partner Business wishes to reject an Order, it shall immediately communicate such rejection by pressing the relevant button on the GASVILLAGE.COM terminal.
   • Payment for Orders – Acceptance of Card Orders: The Partner Business agrees that it will at all times allow customers the option to pay for Orders using either a credit or debit card ("Card Orders") or, subject to clause 3.4, cash ("Cash Orders").
   • Payment for Orders – Card-only Orders: If, at any time after the first 120 days of the term of this Agreement, the aggregate Gross Order Value of Card Orders is not more than the aggregate value of any debts owing by the Partner Business to GAS VILLAGE (including for the avoidance of doubt any debts relating to Partner Business Charges for Cash Orders), the Partner Business agrees that GAS VILLAGE may at its discretion process Card Orders only on behalf of the Partner Business until all such debts are cleared.
   • Delivery of Orders – Order Number: When the Partner Business delivers the Order, the Partner Business must check that the Order number given by the customer corresponds with the Order number received by the Partner Business from GAS VILLAGE.
   • Delivery of Orders – Customer ID: Where an Order is a Card Order, on delivery of the Order the Partner Business must request proof of identification from the customer in the form of the signed card used to place the Order, and check that the credit or debit card conforms with the receipt data for the Order.
   • Delivery of Orders – Alcohol etc.: The Partner Business will take every other precaution necessary to ensure the customer is aware of the safety requirements for using the LPG and LPG related products.
   • Receipts: The Partner Business will provide each customer with an official receipt (and a VAT receipt, if applicable) in respect of an Order, if the customer so requests.
   • Redelivery and refunds: The Partner Business shall use its best efforts to satisfy any request for a redelivery or refund or proportionate price reduction of any Order made by a customer or GAS VILLAGE on behalf of a customer. In the event that such a redelivery, refund or proportionate price reduction is granted by the Partner Business or GAS VILLAGE , this shall not affect the Partner Business Charges that are due to GAS VILLAGE in relation to the original Order. The calculation of all Partner Business Charges shall therefore be based on the Gross Order Value of the faultless Order.
4. PARTNER BUSINESS & INVENTORY LIST INFORMATION
   • Information supplied to GAS VILLAGE: The Partner Business undertakes to check that any information contained in its Inventory List (the "Inventory List") or otherwise provided to GAS VILLAGE for inclusion on the Website is at all times accurate and complies with all applicable regulations and laws (including but not limited to consumer information about safety.
   • Safety Information: The Partner Business must provide and update GAS VILLAGE with details of any Safety Information in relation to the products that the Partner Business prepares. It is the Partner Business's sole responsibility to provide this information to GAS VILLAGE without delay, and check that the Website contains the correct Safety Information.
     The safety of the customer is paramount. If GAS VILLAGE is not satisfied with the commitment of the Partner Business to providing accurate and timely information about ingredients (and in particular, Safety Information), GAS VILLAGE reserves the right to suspend the Partner Business from the Website and/or terminate this Agreement immediately.
   • Inventory List prices: The Partner Business agrees that the Inventory List prices (including any delivery charges) it provides for display on the Website shall be the same as the prices offered in its premises, (whether such prices are on Inventory Lists used in its premises or otherwise offered) and that it shall not offer a customer any discounts or redeem any coupons which are not also offered via the Website.
   • Updates & errors: The Partner Business shall be solely responsible for ensuring that the information displayed on the Website is accurate and up to date and corresponds exactly to the information contained in the Inventory List. The Partner Business shall promptly report to GAS VILLAGE any errors in the Inventory List information or Website Profile displayed on the Website or any changes to the Inventory List or Website Profile. The Partner Business agrees and acknowledges that if there is any conflict between the information provided on the Website and the information provided by the Partner Business to GAS VILLAGE , the information provided on the Website shall prevail.
   • Changes & costs: GAS VILLAGE will update and/or change the contents of the information about the Partner Business displayed on the Website as soon as practicable following receipt of a written request from the Partner Business to correct errors or make minor changes to such information. GAS VILLAGE reserves the right to charge an administrative fee to the Partner Business for any changes. In such a case, GAS VILLAGE will notify the Partner Business in advance of the change of the amount of administrative fees applicable.
   • Opening hours: The Partner Business must inform GAS VILLAGE of its hours of operation (the "Opening Hours"), and of any changes to such Opening Hours. If the hours of operation are stated on the Inventory List, GAS VILLAGE shall be entitled to treat these as the Opening Hours unless the Partner Business informs GAS VILLAGE otherwise.
   • Offline times during Opening Hours: The Partner Business must remain online and able to accept Orders using the Product at all times during the Opening Hours, save in case of closures for emergencies or planned closures, the duration of which has been communicated to GAS VILLAGE in writing in advance. Where closures are planned, the Partner Business must provide GAS VILLAGE with a date from which Opening Hours will return to normal.
5. CHARGES
   • Partner Business Charges: GAS VILLAGE is entitled to charge the Partner Business the Partner Business Charges set forth in Part 1 of this Agreement, comprising:
     • a commission at the rate set forth in Part 1 on the total Gross Order Value of each Order calculated in accordance with clause 5.2 placed by a customer using the Service (plus applicable taxes); and
     • an administrative charge in the amount set forth in Part 1 for each Order that is paid for online (plus applicable taxes).
   • Gross Order Value: The Gross Order Value is the total amount charged by the Partner Business to the Customer for an Order, including the value of the goodsplus the Partner Business's delivery charges (if any) plus the Customer Admin Charge (if any) plus applicable taxes.
   • Customer Admin Charge: GAS VILLAGE will, on behalf of the Partner Business, charge each customer using the Service and who pays for an Order online, a Customer Admin Charge in the amount set forth in Part 1. Where the Customer Admin Charge applies, the Partner Business shall include it in that customer's receipt for goods.
6. INVOICING & PAYMENT
   • Statements: Twice per month, GAS VILLAGE shall provide a statement of outstanding accounts between the Partner Business and GAS VILLAGE (a "Statement") relating to the previous bi-monthly period. The Statement will include:
     • the aggregate Gross Order Value of all Orders for the relevant period, split between Cash Orders and Card Orders;
     • any sums owed by the Partner Business to GAS VILLAGE in relation to Partner Business Charges, the Product or the Balance (if any) and any other services provided by GAS VILLAGE to the Partner Business, in each case for the relevant period;
     • any balance brought forward from, and any amounts paid or received by GAS VILLAGE since the date of, the previous Statement
   • Invoicing: If any monies are owed by GAS VILLAGE to the Partner Business according to the Statement, GAS VILLAGE will remit that sum to the Partner Business prior to the next Statement.
   • Card Orders: If a customer pays for an Order by credit or debit card, and the payment is withheld due to faults in the Partner Business's preparation or delivery of the Order, or due to misuse of the card, the Partner Business is not entitled to any payment from GAS VILLAGE in relation to such Order.
   • Disputed Statements: If the Partner Business disagrees with the Statement, the Partner Business must notify GAS VILLAGE of its disagreement within 14 days of the delivery of the Statement to the Partner Business, setting out in detail the reasons for the disagreement. If the Partner Business fails to notify GAS VILLAGE of any such disagreement within 14 days of the Statement date, the Statement shall be deemed to be accepted by the Partner Business.
   • Refunds: Payments made for the Product by the Partner Business (including the GASVILLAGE.COM Provision, Installation & Connection Fee and any other connection fees) are non-refundable.
7. OVERDUE AMOUNTS
   • Set-off by GAS VILLAGE: Where any payments are overdue to GAS VILLAGE from the Partner Business, GAS VILLAGE may set off the amounts outstanding against:
     • any amount otherwise payable to the Partner Business in the next Statement; and/or
     • any sums received from Card Orders for the Partner Business, and GAS VILLAGE may calculate 1.5% interest per month on any overdue amount as from the relevant payment due date until the earlier of the date that the amount is set-off or the amount is credited to GAS VILLAGE 's bank account (as the case may be). The Partner Business is liable to GAS VILLAGE for any costs reasonably incurred in connection with the settling or recovering of an overdue payment, and may set-off such costs in accordance with this clause.
   • Set-off by the Partner Business: The Partner Business is not entitled to withhold any payments by way of set-off against any alleged claim or shortcoming in the Service without GAS VILLAGE 's prior written consent.
8. CHANGES TO OWNERSHIP OR BANK ACCOUNT DETAILS
   • The Partner Business must notify GAS VILLAGE in writing prior to any change of ownership of the Partner Business or any change to its bank account details, and in any case as soon as practicable following such change. Failure to notify GAS VILLAGE may result in GAS VILLAGE paying monies to a bank account controlled by the outgoing owner(s) or an incorrect bank account. The Partner Business shall fully indemnify GAS VILLAGE and hold GAS VILLAGE harmless against any losses, damages or claims made against GAS VILLAGE by the new owner(s) or otherwise incurred by GAS VILLAGE due to any failure by the Partner Business to provide timely notification of a change in accordance with this clause.
9. PARTNER BUSINESS REVIEWS
   • General: The Partner Business acknowledges and agrees that GAS VILLAGE may display on the Website ratings and comments ("Reviews") provided by customers regarding the Partner Business or an Order.
   • Removal: GAS VILLAGE will only remove those Reviews that GAS VILLAGE determines in its sole discretion contain explicit, offensive or derogatory language or otherwise breach GAS VILLAGE 's review guidelines from time to time. The Partner Business acknowledges
   • Reviews by Partner Business: The Partner Business agrees that it shall not itself provide or cause any other party to provide any Reviews that are fraudulent or otherwise breach GAS VILLAGE 's review guidelines.
   • Liability: To the fullest extent permitted by law, GAS VILLAGE assumes no responsibility or liability to the Partner Business for any Reviews.
10. CONSENTS & COMPLIANCE WITH LAWS
    • General: The Partner Business confirms and undertakes that it has obtained and will obtain and maintain any consents, licences, permits, approvals or authorisations ("Consents") of any person that may be required in connection with, and it is not party to and will not enter into any agreement which would be breached by, or under which any default would occur as a result of, signing this Agreement or performing any of its terms or generally running its business.
    • Franchises: If the Partner Business's business, name, brand or logo is or becomes subGas Village ct to any license or franchise arrangements, the Partner Business confirms that it has obtained or will obtain any required Consents from its licensors or franchisors for the use and inclusion on the Website of such business, name, brand or logo, and shall fully indemnify GAS VILLAGE for any losses, damages or claims made against or incurred by GAS VILLAGE due to any failure to obtain such Consents.
    • Loss of Consents: The Partner Business will notify GAS VILLAGE in writing immediately if any of the Consents described in clause 10.1 or 10.2 are revoked or suspended, or the Partner Business is otherwise unable to rely on or benefit from any such Consents for any reason.
    • Compliance with laws: The Partner Business will comply with all applicable laws and regulations including, without limitation in relation to health and safety, VAT, data protection and gas cylinder and other off-grid gas solutions standards, hygiene and information, and will provide reasonable evidence to GAS VILLAGE of such compliance upon request.
    • Website terms & conditions: The Partner Business shall at all times comply with the Website terms and conditions (available on the Website, and as amended from time to time), and in particular (but not limited to) compliance with applicable security and data protection provisions when handling customer information or receiving, processing and delivering Orders. The Website terms and conditions are hereby incorporated into this Agreement. In the event of any conflict between this Agreement and any Website terms and conditions, the terms of this Agreement shall prevail.
    • Taxes: The Partner Business shall be solely responsible for self-assessing, claiming and remitting all its applicable taxes.
    • Inspections: The Partner Business agrees that GAS VILLAGE has the right to inspect the Partner Business's premises on no less than 24 hours notice, in order for GAS VILLAGE to satisfy itself of the Partner Business's compliance with this clause 10, to collect the Product in accordance with GAS VILLAGE 's ownership rights as set forth in clause 2.9 or for any other reasonable purpose.
11. MARKETING & EXCLUSIVITY
    • Display of GAS VILLAGE branding: Where the Partner Business agrees to market GAS VILLAGE and/or the Website by means of Inventory Lists, stickers or other relevant advertising material, the Partner Business agrees to do so in accordance with GAS VILLAGE 's guidelines and instructions.
    • GAS VILLAGE marketing: The Partner Business consents to receiving from time to time direct marketing communications relating to GAS VILLAGE 's products or services or those of GAS VILLAGE 's selected partners via e-mail, post, fax or other means of communication.
    • Non-disparagement: The Partner Business undertakes to refer positively to GAS VILLAGE in relation to any publicity regarding the Orders and the Service in accordance with guidelines provided by GAS VILLAGE, and must not at any time actively encourage customers who have placed Orders to place a future Order directly with the Partner Business, nor attempt to direct Orders placed with the Partner Business through any website other than the Website.
    • Exclusivity: For the duration of this Agreement and for a period of 12 months after its expiry or termination (the "Period"), the Partner Business agrees that it shall not have any direct or indirect financial interest in any business that carries out Competing Activities to GAS VILLAGE within the United Kingdom. During the Period the Partner Business shall not (unless it notifies GAS VILLAGE and receives GAS VILLAGE 's consent, which consent may be revoked at GAS VILLAGE 's sole discretion on one month's notice) be a member of any other association or cooperate or be otherwise involved in any way with any third party which carries out Competing Activities to GAS VILLAGE. "Competing Activities" means the same or similar services as GAS VILLAGE is providing to the Partner Business under this Agreement, or other activities having a similar purpose.
12. INTELLECTUAL PROPERTY RIGHTS
    • Ownership of IPR: All IPR (as defined below) in or arising out of or in connection with the Service, the Product or the Website shall be owned by GAS VILLAGE and nothing in this Agreement shall constitute a transfer of those IPR to the Partner Business.
    • Licence of Partner Business IPR: The Partner Business grants GAS VILLAGE a licence to use the Partner Business's name, Inventory List, logo and other IPR for the purposes of providing the Service for the duration of this Agreement.
    • Third-party IP rights: The Partner Business confirms irrevocably to GAS VILLAGE that the Partner Business's name, Inventory List, logo and other material that the Partner Business may provide to GAS VILLAGE for inclusion on the Website do not violate, infringe or conflict with the IPR of any third party (including without limitation any licensor or franchisor).
    • Third-party IP claims: If a third party makes a claim against GAS VILLAGE for the violation of the third party's IPR relating to the Partner Business's name, Inventory List, logo and/or other material provided by the Partner Business, the Partner Business shall fully indemnify and keep GAS VILLAGE indemnified against any losses, damages or claims of any nature and all costs resulting therefrom.
    • "IPR” means: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
13. THE GAS VILLAGE WEBSITE
    • GAS VILLAGE intends to make the Website available and functional for 24 hours of the day but is under no obligation to do so.
    • GAS VILLAGE is entitled to interrupt the access to the Website at any time and without notice in order to maintain and update the Website. In connection therewith, GAS VILLAGE shall use reasonable endeavours to ensure that such interruption is as brief as possible and if possible takes place at a time when the number of Orders is at a minimum.
    • GAS VILLAGE intends for the Website to comply with relevant and applicable laws and regulations from time to time, including the laws relating to treatment of personal data. Should GAS VILLAGE give the Partner Business direct access to making changes on the Website, the Partner Business shall be solely responsible for any such changes and shall fully indemnify GAS VILLAGE for any losses, damages or claims made against or incurred by GAS VILLAGE due to any act or omission of the Partner Business.
14. PARTNER BUSINESS WEBSITES
    • Partner Business GAS VILLAGE Website
      • The Partner Business agrees that GAS VILLAGE may, but shall not be obliged to, create (at no cost to the Partner Business) a website relating to such Partner Business with a domain name of GAS VILLAGE 's choosing (the "Partner Business GAS VILLAGE Website").
      • The Partner Business GAS VILLAGE Website may: (i) provide a link to the Website and enable customers to place Orders for the Partner Business's products via the Partner Business GAS VILLAGE Website; and (ii) reproduce any of the material(s) provided by the Partner Business to GAS VILLAGE under this Agreement (including but not limited to the name, Inventory List and logo).
      • Save for the Partner Business's name, Inventory List and logo, all IPR (as defined in clause 12.5) in the Partner Business Website (including its domain name) shall at all times remain the property of GAS VILLAGE.
      • GAS VILLAGE shall, promptly following receipt of a request from the Partner Business to do so, and may in its sole discretion at any time and for any reason, permanently remove or otherwise disable the Partner Business Website (provided that nothing in this paragraph shall prevent GAS VILLAGE from re-using the domain name for such other purposes as it sees fit).
    • Partner Business GAS VILLAGE Website
      • GAS VILLAGE may at its sole discretion, upon the Partner Business's request, permit and/or enable the Partner Business to provide a link (the "GAS VILLAGE Link") to the Website on the Partner Business's own website (the "Partner Business Own Website").
      • The GAS VILLAGE Link will: (i) provide a link to the Website and enable customers to place Orders for the Partner Business's products via the Partner Business Own Website; and (ii) include GAS VILLAGE 's logo (as provided by GAS VILLAGE ).
      • All IPR in the GAS VILLAGE Link (including GAS VILLAGE 's logo) shall at all times remain the property of GAS VILLAGE.
      • The Partner Business agrees with GAS VILLAGE that it shall, promptly following receipt of a request from GAS VILLAGE, and in any event upon termination of this Agreement, permanently remove or otherwise disable the GAS VILLAGE Link (including GAS VILLAGE 's logo) on the Partner Business Own Website.
    • Orders through Partner Business websites: For clarity, any orders placed by customers for the Partner Business via the Partner Business GAS VILLAGE Website or the GAS VILLAGE Link shall be considered "Orders" for the purposes of this Agreement and subGas Village ct to the Partner Business Charges and the other provisions of this Agreement.
15. BREACH OF OBLIGATIONS BY THE PARTNER BUSINESS
    • If, in GAS VILLAGE 's sole opinion, the Partner Business is in default of its obligations under this Agreement or otherwise operates in a manner which is harmful to GAS VILLAGE 's business, goodwill or reputation, including without limitation by reasons of:
      • non-payment or late payment of amounts due from the Partner Business to GAS VILLAGE;
      • sub-standard customer service (e.g. Partner Business employees being impolite to customers; the Partner Business erring in the preparation or delivery of Orders; the Partner Business making late deliveries of Orders etc.);
      • the Partner Business being unable to receive or process Orders due to the Product being switched off, not receiving a GPRS signal or malfunctioning, or repeatedly refusing Orders;
      • GAS VILLAGE receiving allegations or evidence that the Partner Business does not have the necessary Consents for the use and inclusion on the Website of its business, name, brand or logo; then without limiting its other rights or remedies, GAS VILLAGE may at any time suspend provision of the Services under this Agreement (including by removing the Partner Business's Website Profile from the Website without notice) or any other services that it provides to the Partner Business under a separate agreement without any liability to GAS VILLAGE. The suspension of the Service shall continue until the default or relevant issue has been remedied to the satisfaction of GAS VILLAGE (acting reasonably).
16. TERM, TERMINATION & SURVIVAL OF OBLIGATIONS
    • Term: This Agreement comes into force when signed by both parties and has an initial term of 12 months. Thereafter, it will automatically renew for successive 12 month periods unless terminated by any party on 1 month's notice prior to the end of the initial term or any subsequent period, or otherwise in accordance with its terms.
    • Termination by GAS VILLAGE: Without prejudice to its other rights and remedies, GAS VILLAGE may at any time terminate this Agreement immediately by giving written notice to the Partner Business without further liability to the Partner Business.
    • Termination by the Partner Business: The Partner Business may terminate this Agreement by one month's prior written notice to GAS VILLAGE at any time.
    • Effect of termination: Upon termination of this Agreement in accordance with its terms, GAS VILLAGE will send the Partner Business a notice confirming the termination of the Service and final payment details, and either a payment for any outstanding monies owing by GAS VILLAGE to the Partner Business or a request to pay any outstanding monies owing to GAS VILLAGE (as applicable).
    • Cached websites: GAS VILLAGE will use reasonable endeavours to remove or disable the Partner Business's Website Profile and Partner Business GAS VILLAGE Website reasonably promptly following termination of this Agreement. However, the Partner Business acknowledges and accepts that cached versions of these sites may continue to exist in the web browsers and web servers of search engines and customers following such termination, and agrees that GAS VILLAGE has no control over, and shall not have any liability to the Partner Business (whether based on IPR infringement or otherwise) in connection with, the foregoing.
    • Survival of certain rights & obligations: The rights and obligations of the parties under this Agreement which are intended to continue beyond the termination or expiry of this Agreement (including those under this clause 16 and clauses 2.9, 5, 6, 7, 8, 10.7 (insofar as it relates to the Product), 11.3, 11.4, 12, 17, 19, 22, 23 and 24) shall survive the termination or expiry of this Agreement.
17. LIMITATION OF LIABILITY & INDEMNITY
    • General: Nothing in this Agreement shall limit or exclude GAS VILLAGE 's or the Partner Business’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 2 of the Supply of Goods and Services act 1982 (title and quiet possession); or any other liability that cannot be limited or excluded under applicable law.
    • Exclusion of GAS VILLAGE 's liability: Subject always to clause 17.1, GAS VILLAGE shall not be liable to the Partner Business, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damages, costs, direct or indirect losses including without limitation loss of profit, or any consequential loss suffered by the Partner Business and arising out of or in connection with this Agreement, including resulting from faults, breakdowns or other interruptions to the Service for any reason.
    • Limitation of GAS VILLAGE 's liability: Subject always to clauses 17.1 and 17.2, GAS VILLAGE 's total liability to the Partner Business in respect of all other losses arising under or in connection with this Agreement howsoever caused (and whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and including losses caused by GAS VILLAGE 's repudiatory breach or a deliberate breach of the Agreement by GAS VILLAGE, its employees, agents or subcontractors) shall never exceed the aggregate amount of Partner Business Charges paid to GAS VILLAGE by the Partner Business pursuant to this Agreement in the 12 months prior to the date that the liability arose.
    • Indemnity: The Partner Business fully indemnifies GAS VILLAGE and will keep GAS VILLAGE indemnified against any losses, damages or claims (and all related costs) made against GAS VILLAGE by a customer or any third party in connection with the Partner Business's failure to deliver or imperfect delivery of an Order or the Partner Business's failure to comply with this Agreement and/or any applicable laws, rules and regulations in force at the relevant time.
    • Joinder: The Partner Business shall accept and shall not object to being included by GAS VILLAGE in any manner to any third party notice or otherwise in any proceedings instituted against GAS VILLAGE, relating to the Partner Business's acts or omissions in connection with this Agreement.
18. FORCE MAJUURE
    • GAS VILLAGE shall not be liable to the Partner Business as a result of any delay or failure to perform its obligations under this Agreement because of a Force Majure Event. A "Force Majure Event" means an event beyond the reasonable control of GAS VILLAGE including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of GAS VILLAGE or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, import and export restrictions, faults, breakdowns or other operational interruptions.
19. AMENDMENTS
    • Upon 1 months' prior written notice, GAS VILLAGE may amend the terms of this Agreement. The Partner Business shall be notified of such amendments in writing either by fax, email, or post. Unless the Partner Business responds to such notification within 2 calendar weeks objecting to the amendments or terminates this Agreement in accordance with clause 16.3, such amendments shall thereafter be construed as forming part of this Agreement and accepted by the Partner Business.
20. ASSIGNMENT
    • GAS VILLAGE shall be entitled to assign all or any of its rights and obligations under this Agreement to any third party.
    • The Partner Business may only assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement to a third party with GAS VILLAGE 's express prior written consent.
21. CONFIDENTIALITY
    • The content of this Agreement and any information concerning the other party is to be treated as confidential and shall not be disclosed during the term of this Agreement or at any time thereafter save as required by law, provided that GAS VILLAGE is entitled to use the Partner Business's name as a reference.
22. INVALIDITY CLAUSE
    • If any of the terms or conditions of this Agreement are declared wholly or partly invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect and any wholly or partly invalid terms or conditions shall be modified to the minimum extent possible to make it valid, legal and enforceable.
23. GOVERNING LAW AND JURISDICTION
    • Governing law: This Agreement and any dispute or claim arising out or in connection with this Agreement or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with English law.
    • Jurisdiction: The parties agree to submit any dispute arising in connection with this Agreement to the exclusive jurisdiction of the courts of England and Wales (including any dispute or claim relating to non-contractual obligations)