HAMILTON TRUST COMPANY (NEVIS) LIMITED
1. INTERPRETATION
1.1 The following terms shall, where the context so admits, have the meaning given to them below:
“HTL” means HAMILTON TRUST COMPANY (NEVIS) LIMITED, its subsidiary and/or affiliated companies and its and their successors and assigns.
“Client” means the beneficial owners and other beneficiaries, as well as instigators or representatives of an Entity. In the case of an individual, this includes his or her heirs, personal representatives, and assigns, and in the case of more than one person, it shall mean such persons jointly and severally, including the survivor or survivors of them and the heirs, personal representatives, and assigns of each. In the case of a legal entity acting in the capacity of the Client or its representative, this includes its successors, permitted assigns, oQicers, directors, shareholders, partners, members, and any other person acting on its behalf or under its authority.
“Entity” means any Company, or other person, Corporation, Partnership, Trust, Association, for or in respect of which services are provided.
“Services” means all services provided for (and, without limitation, includes all acts done or to be done or performed for, on behalf of or in respect of) the Entity by HTL and by any Appointee.
“Terms and Conditions” means the standard terms and conditions of HTL in force from time to time.
“Personal Data” means any information relating to an identified or identifiable natural person that is processed by HTL in connection with the Services.
“Appointees” means and includes any persons who shall act as a Director or other oQicers, Secretary, Trustee, Manager, Protector, signatory or shareholder of any Entity.
1.2 References to any services provided by HTL shall include services provided by HTL itself as well as services provided by other persons, the provision of which is procured by HTL.
1.3 Clause headings are for ease of reference only and shall not aQect the interpretation of these Terms and Conditions.
1.4 Unless the context otherwise requires, words importing the singular shall include the plural, and the masculine gender shall include the feminine and the neuter and vice versa in each case, and words importing persons shall include bodies of persons whether corporate or unincorporated.
2. REMUNERATION AND EXPENSES
2.1 HTL shall be remunerated by the Entity in accordance with HTL’s scale of fees published and in force from time to time. Such scale of fees may be varied at HTL’s sole discretion.
2.2 The Entity shall reimburse to HTL all costs and expenses incurred by HTL in connection with any of the Services.
2.3 HTL may utilise the funds of the Entity in or towards payment of the Entity’s liabilities to HTL and any Appointee.
2.4 HTL and every Appointee may retain for their own benefit all commissions, fees, remuneration and other benefits obtained: on any purchase and sale of investments; by reason of HTL or any employee or Appointee acting as a Manager, Trustee, Director, or officer or adviser to any Company, Investment Fund or Scheme, Shares or Units which are comprised in the assets of Entities; under any banking or investment advisory or other arrangements entered into on behalf of the Entity; on the giving of advice or other Services to or in respect of the Entity.
2.5 The Client shall at all times keep the Entity in funds sufficient to honour its liabilities as and when they become due.
2.6 All monies payable to HTL shall be paid within thirty (30) days from the date of issue of the relevant invoice or other notification of charge, failing which HTL reserves the right to charge interest on overdue sums at the rate of 1.5% per month (or the maximum permitted by applicable law, if lower), from the due date until payment in full.
3. CLIENT’S GUARANTEE AND SUBORDINATION
3.1 The Client unconditionally and irrevocably guarantees the due payment of all fees, costs and expenses in connection with any services. This guarantee is a continuing obligation and may be enforced by HTL without the need to exhaust any remedies against the Entity or any other person.
3.2 All present and future claims and right of the Clients against the Entity are hereby subordinated in favour of HTL and any Appointee.
4. CLIENT REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
4.1 Representations and Warranties
As a continuing condition to HTL’s provision of the Services, the Client represents and warrants, to the best of its knowledge and belief, that, as at the date hereof and at all times thereafter until termination of these Terms and Conditions:
(a) The Client is not an undischarged bankrupt, is not subject to any bankruptcy, insolvency, winding-up or analogous proceedings, nor has he entered into any composition or arrangement with creditors;
(b) The Client has not been convicted of, nor is under investigation for, any offence involving fraud, dishonesty, money-laundering, terrorist financing, tax evasion or other financial crime;
(c) The Client is not subject to any disqualification, prohibition or sanction under applicable anti-money-laundering, anti-terrorism financing, corporate governance or other laws that would prevent or restrict such person from acting in any relevant jurisdiction;
(d) None of the Entity’s assets has been acquired with the proceeds of illegal activity or is used for any unlawful purpose;
(e) All information, documents and instructions provided by the Client or the Entity to HTL in connection with the Services are true, complete and accurate in all material respects; and
(f) The Client has obtained and considered all professional advice it deems necessary regarding the establishment, operation and use of the Entity.
4.2 Covenants
The Client shall, at all times and at its sole cost:
(a) ensure that the Entity, its assets and its business are not used for any unlawful purpose or in breach of any applicable law, regulation, filing requirement or tax obligation;
(b) notify HTL in writing immediately upon becoming aware of any material change to the Entity’s name, structure, directors, beneficial ownership, business activities, registered office, share capital or other information or documentation previously provided to HTL;
(c) ensure that all requests, instructions and authorisations given to HTL are lawful, genuine and will not require HTL to contravene any applicable law;
(d) promptly furnish HTL with any information or documentation reasonably requested to enable HTL to discharge its due-diligence, regulatory or compliance obligations; and
(e) notify HTL in writing without delay if any representation or warranty set forth in Section 4.1 ceases to be true, accurate or complete.
4.3 Tax and Regulatory Compliance
(a) The Client shall, within such timeframes as HTL may reasonably require and at the Client’s expense, deliver to HTL all information, documents and approvals necessary for HTL to comply with all applicable tax laws and regulatory requirements, including without limitation:
(i) accounting records, financial statements, tax returns and supporting schedules;
(ii) corporate registers, statutory filings, licences and permit applications; and
(iii) notifications of any change in the Entity’s ownership, activities, address or beneficial ownership.
(b) The Client shall ensure that all taxes, duties, levies, fees and other governmental charges payable by or in respect of the Entity are duly calculated, paid and remitted in accordance with applicable law.
(c) HTL may rely without verification on the accuracy and completeness of all information and documentation provided by the Client. Nothing in these Terms and Conditions shall oblige HTL to conduct any audit or independent verification of such information.
4.4 Remedies for Breach
If any representation, warranty, covenant or compliance obligation in Section 4 is or becomes untrue, inaccurate or incomplete in any material respect, HTL may, at its sole discretion and without prejudice to any other right or remedy:
(a) suspend performance of all or part of the Services until the breach is remedied to HTL’s satisfaction; or
(b) resign as Registered Agent or Appointee on written notice to the Client in accordance with Clause 13.
5. COMMUNICATIONS
5.1 Mode of Communication and Notice Requirements
(a) Any notice or communication under these Terms and Conditions may be given by email, facsimile, post, courier, or personal delivery to the most recent contact details provided by the receiving party in writing.
(b) If the Client has not notified HTL of specific contact details, HTL may validly serve notice using the last known business or registered address of the Entity.
(c) A notice shall be deemed delivered:
(i) when sent by email or facsimile, at the time of dispatch, provided it is sent during normal business hours and, in the case of notice to HTL, acknowledged by HTL; or
(ii) when delivered personally, at the time of delivery.
(d) Notices from the Client to HTL must be in writing and addressed to HTL’s principal place of business, unless otherwise notified in writing by HTL.
5.2 Electronic Communications and Signatures
(a) The Client and HTL consent to the use of electronic means for sending, executing and retaining all agreements, notices, disclosures, invoices, instructions and other documents related to the Services.
(b) Any such electronic communication shall be deemed “in writing” and have the same legal validity and enforceability as if delivered or signed by hand, provided the identity and integrity of the sender can be reasonably verified.
(c) Either party may revoke consent to electronic communications by written notice, but such revocation shall not affect the validity of prior communications.
5.3 Instructions and Authorisation
(a) HTL and any Appointee may rely upon and act in accordance with any instructions, requests or communications from the Client or any individual reasonably believed to be duly authorised by the Client.
(b) HTL and any Appointee shall not be liable for any:
(i) failure to act on oral or informal instructions not confirmed in writing;
(ii) failure to act on written instructions, unless arising from gross negligence or wilful misconduct;
(iii) delay or failure due to non-receipt of instructions;
(iv) errors, omissions or ambiguities in instructions;
(v) lack of authority of the instructing party; or
(vi) decision to refuse to act where such instruction is, in HTL’s reasonable opinion, unlawful, unethical, or prejudicial to HTL or its Appointees.
5.4 Use of HTL Contact Details
Except as required by law, the Client shall not, without HTL’s prior written consent, use or permit the use of HTL’s address, telephone number, fax number, email address or other contact information on any stationery, website, marketing materials or official documentation of the Entity.
6. DISPOSALS
The Client undertakes not to sell, transfer or otherwise dispose of, or grant any option over or mortgage, pledge, charge, hypothec or create any security interest or lien or other encumbrance whatsoever in or over any interest that the Client may from time to time have in the Entity without obtaining the prior consent in writing of HTL.
7. PROTECTION
HTL and each Appointee may take any steps, which in their discretion they think fit in order to protect or further the business or assets of the Entity and to employ such advisers as they in their discretion think appropriate and any expenses incurred shall be borne by the Entity.
8. NON-INTERFERENCE
Neither HTL nor any Appointee nor any of their respective officers and employees shall be bound or required to interfere in the management or conduct of any business in which the Entity may be from time to time interested.
9. DEFAULT IN RESPECT OF CERTAIN OBLIGATIONS
9.1 In the event that:
(1) any demand is lawfully made by any persons against the Entity for payment of taxes, duties, fees, or governmental imposition and remain unpaid; and
(2) HTL reasonably determines that the Client’s instructions are required and none have been received; and
(3) HTL has given at least thirty (30) days’ prior written notice to the Client that unless adequate instructions are received within such period, HTL and any Appointee may invoke the remedies in Clause 9.2.
9.2 In the event of this Clause applying, HTL and any Appointee may proceed in its or their discretion in any one or more of the following ways:
(1) cease or suspend all or part of the Services;
(2) apply any assets of the Entity toward satisfying the demand;
(3) dissolve or otherwise terminate the Entity;
(4) transfer any shares, securities or interests in the Entity into the Client’s name.
9.3 No liability shall attach to HTL, any Appointee or any of their officers or employees in respect of any act or omission performed pursuant to Clause 4 or Clause 5.
9.4. HTL reserves the right to suspend its services, prior to termination pursuant to Section 10, in circumstances where the Client has undertaken to remedy the situation and such undertaking is, in HTL’s reasonable opinion, capable of being fulfilled.
10. TERMINATION OF SERVICES
10.1 HTL’s obligation to provide the Services, and the appointment of any Appointee, may be terminated with immediate effect by written notice to the Client if:
(a) the Client is in material breach of these Terms and Conditions;
(b) HTL determines, in its sole discretion, that its association with the Client or the Entity may adversely aQect its name or reputation;
(c) the Client provides notice, or HTL reasonably interprets any communication as a request, to cease the Services; or
(d) HTL gives not less than thirty (30) days’ written notice of termination
10.2 Upon cessation of Services or resignation of any Appointee, the Client shall, without delay and at its own cost, implement alternative arrangements for the continued administration of the Entity, including:
(a) changing the registered oQice address of any company from HTL’s premises;
(b) appointing replacement directors and secretaries to ensure the ongoing management of the company;
(c) appointing suitable and willing individuals or legal entities to receive the Entity’s shares if held by HTL, failing which HTL may transfer the shares to the Client, notwithstanding any minimum membership or shareholding requirements; and
(d) appointing replacement trustees where HTL or its aQiliates have ceased to act in that capacity.
10.3 If the Client fails to make satisfactory alternative arrangements pursuant to Clause
10.2 within six (6) months of cessation, HTL may, in its absolute discretion and if it determines that the Entity has no material assets or liabilities, arrange for the dissolution or termination of the Entity.
10.4 For the purposes of determining whether the Entity has liabilities under Clause 10.3,
HTL may, at its option, treat any loan account balance owed by the Entity to the Client as waived.
10.5 Upon cessation of Services, HTL and each Appointee shall be entitled to retain such sums and to receive such indemnities as may be reasonably required to protect against any actual or contingent liabilities of the Client or the Entity.
10.6 If the Client requests the voluntary dissolution or termination of the Entity, it shall provide HTL with not less than thirty (30) days’ prior written notice. HTL shall not be obliged to eQect such dissolution or termination within the notice period.
10.7 The Client acknowledges that no Entity shall be dissolved or terminated unless permitted by applicable law and only when, in the reasonable opinion of HTL, such action is proper, appropriate and convenient in the circumstances.
11. AGENCY
For the purposes of transferring any shares or securities or other interest in the Entity into the name of the Client pursuant to these Terms and Conditions HTL shall be the Client’s agent in order to execute any document or do any thing which in the opinion of HTL is necessary in order fully and effectually to transfer such shares, securities or other interests into the Client’s name.
12. INDEMNITY
12.1 The Client shall ratify and confirm all and whatsoever HTL shall lawfully do or cause to be done in the performance of its duties and they shall at all times jointly and severally keep HTL and its directors, officers, employees (and all their heirs and successors), agents and nominees fully and effectively indemnified against all third party actions, proceedings, claims, demands, damages, costs and other liabilities whatsoever to third parties arising out of the performance of its or their duties hereunder save only wilful neglect or fraud on the part of HTL its directors, officers, employees(and all their heirs and successors), agents or nominees.
12.2 In particular but without limitation, this protection and indemnity shall extend to any such items aforesaid a shall arise as a result of any loss suffered or incurred or any loss delay mis-delivery or error in transmission of any cable or telegraphic or telephonic communication or as a result of acting upon any forged document or signature.
12.3 In no event shall HTL be liable for any indirect, special, incidental, punitive or consequential loss or damage, including loss of profit, reputation or goodwill, even if HTL has been advised of the possibility of such loss or damage.
12.4 HTL shall be entitled to rely absolutely on any instructions which it believes in good faith to have been made by the Client and shall not incur any liability in respect of any action taken or thing suffered by it is good faith in reliance upon instructions made on any paper or document or by telephone which it believes to be genuine.
12.5 The foregoing indemnity shall continue indefinitely and shall not cease with the cessation of HTL’s duties and its benefit shall extend to all directors, officers, employees (and all their heirs and successors), agents and nominees of HTL from time to time and to the heirs, assignees or successors in title of HTL.
13. GENERAL
13.1 The Client acknowledges that any directors or trustees provided by HTL (including HTL itself acting as trustees) will exercise independent discretion on any relevant matter in accordance with law and, in the case of Trustees, the terms of any Trust.
13.2 Nothing contained in these Terms and Conditions shall affect the validity of any Trust. To the extent that these Terms and Conditions would, apart from this Clause, affect the validity of any Trust, they shall be construed in favour of the validity of such Trust.
13.4 No failure or delay on the part of HTL or any Appointee in exercising any right or remedy under these Terms and Conditions will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or any further thereof or the exercise of any other right or remedy.
13.5 Any liberty or power or discretion which may be exercised or any opinion which may be reached by HTL or by any Appointees may be exercised or reached in the absolute and unfettered discretion of HTL or such Appointee without any obligation to give reasons thereof.
13.6 For the purposes of these Terms and Conditions HTL is acting for itself and as agent and trustee for (in so far as they have or may have any right, remedy, defence or other benefit hereunder) every Appointee and every person who is from time to time one of their respective officers and employees (and all their heirs and successors).
14. CONFIDENTIALITY AND DATA PROTECTION
14.1 Non-Disclosure and Use of Confidential Information “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with these Terms and Conditions, whether in written, oral or electronic form, including without limitation business plans, financial data, know-how and Personal Data.
The Receiving Party shall:
(i) hold all Confidential Information in strict confidence, using at least the same degree of care it employs to protect its own most sensitive information (and in no event less than a reasonable standard of care);
(ii) use Confidential Information solely to perform its obligations under these Terms and Conditions; and
(iii) disclose Confidential Information only to its officers, employees, professional advisers or agents who have a legitimate “need to know” and who are bound by confidentiality obligations no less stringent than those herein, or to any other person with the prior written consent of the Disclosing Party.
14.2 Permitted Disclosures
Notwithstanding Clause 14.1, the Receiving Party may disclose Confidential Information to the extent compelled by law, regulation, court order or binding directive of a regulatory or supervisory authority, provided that, to the extent legally permissible, it:
(a) gives the Disclosing Party prompt written notice of the requirement; and
(b) cooperates, at the Disclosing Party’s expense, in any reasonable effort by the Disclosing Party to obtain a protective order or other remedy.
14.3 Return or Destruction of Confidential Information Upon termination or expiry of these Terms and Conditions, or at any time upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option:
(a) promptly return all tangible Confidential Information and all copies thereof; or
(b) destroy such materials and certify in writing to the Disclosing Party that destruction is complete, except for any retention strictly required by applicable law or its internal document-retention policies.
14.4 Data Protection and Privacy
14.4.1 Client Obligations
(a) The Client represents and warrants that it has obtained all necessary rights, consents and lawful bases to supply Personal Data to HTL under these Terms and Conditions.
(b) The Client shall provide HTL with timely, documented instructions for the Processing of Personal Data and, on request, all information necessary to demonstrate the Client’s compliance with Applicable Data Protection Laws.
14.4.2 HTL’s Security and Confidentiality Obligations HTL shall, at its own expense and throughout the term hereof:
(i) implement and maintain appropriate technical and organisational measures (taking into account the state of the art, costs of implementation and the nature, scope, context and purposes of Processing) to protect Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure;
(ii) ensure that all personnel authorised to process Personal Data are subject to confidentiality obligations; and
(iii) not disclose or transfer Personal Data to any third party except as permitted by Clause 14.2 or as required by law (in which case HTL shall comply with the notice requirements of Clause 14.2 to the extent legally permissible).
14.4.3 Sub-Processing
The Client hereby authorises HTL to engage sub-processors to perform specific Processing activities. HTL shall:
(a) give the Client prior written notice of any intended addition or replacement of a sub-
(b) enter into a written data-processing agreement with each sub-processor imposing data protection obligations no less onerous than those set forth herein.
14.4.4 Data Breach Notification
HTL shall notify the Client without undue delay upon becoming aware of any Personal Data breach aQecting Client data, furnishing suQicient information to enable the Client to comply with its breach-notification obligations under Applicable Data Protection Laws.
14.5 Record Retention and Legal Hold
(a) HTL shall retain Client Records for the longer of:
(i) the period required by law or regulation or
(ii) five (5) years from the date of termination of these Terms and Conditions
(b) HTL shall store all Client Records securely in accordance with its internal record management, confidentiality and data-protection policies.
(c) If HTL becomes aware of any pending or threatened litigation, investigation or regulatory enquiry relating to the Services, HTL shall preserve all relevant Client Records until it receives written notice that any legal hold has been lifted.
15 PROFESSIONAL ADVICE DISCLAIMER
15.1 Unless expressly agreed in writing by HTL and the Client, HTL does not provide legal, tax, accounting, investment, fiduciary or other professional advisory services.
15.2 The Client acknowledges that HTL’s personnel are not authorised to furnish professional advice and that any information or documentation provided by HTL is for administrative or informational purposes only and does not constitute professional advice.
15.3 The Client shall, at its own expense, obtain independent professional advice on all matters relating to legal, regulatory, tax, accounting, investment or other professional concerns. HTL shall not be liable for any loss, damage, cost or expense arising from the Client’s reliance on information provided by HTL in the absence of a separate written engagement for advisory services.
15.4 If, at any time, HTL and the Client agree in writing that HTL will provide professional advice in a specified area, such services shall be governed by a separate engagement agreement detailing scope, fees and terms.
16. VARIATION
16.1 The provisions of these Terms and Conditions constitute the standard Terms and Conditions of HTL as at the date of this edition thereof and shall remain in force until otherwise varied.
16.2 HTL may from time to time vary its standard Terms and Conditions in such manner as it may in its discretion deem appropriate. Such varied Terms and Conditions shall as from the date of such variation apply to the Services.
16.3 Any variation of HTL’s standard Terms and Conditions in any particular case may only be made by written agreement.
17. CONFLICT OF INTEREST
17.1 HTL and each Appointee must avoid conflicts of interest, or the appearance of conflicts, between their duties to the Entity and any other interests.
17.2 If HTL or any Appointee becomes aware of any actual, potential or perceived conflict of interest in providing the Services, HTL shall:
(1) promptly disclose in writing to the Client the nature of the conflict and any material facts surrounding it; and
(2) propose and implement, subject to the Client’s consent where required, such measures as are reasonably necessary to manage, mitigate or eliminate the conflict (including, without limitation, information barriers, the appointment of separate personnel, or the use of independent advisers).
17.3 If a conflict cannot be managed to the Client’s and HTL’s mutual satisfaction, HTL may, upon written notice, withdraw from acting in respect of the matter giving rise to the conflict, without prejudice to its right to fees and expenses in respect of services rendered up to the date of withdrawal.
18. THIRD-PARTY RIGHTS
18.1 No person who is not a party to these Terms and Conditions shall have any right or otherwise to enforce any term of these Terms and Conditions.
18.2 The foregoing provision shall not affect any right or remedy of any Appointee or other person for whom HTL acts as agent or trustee, each of whom is expressly entitled to the benefit of and to enforce these Terms and Conditions as if it were a party hereto.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 Governing Law
These Terms and Conditions, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of Nevis, West Indies.
19.2 Amicable Settlement
In the event of any dispute, controversy or claim arising out of or relating to these Terms and Conditions (each, a “Dispute”), the Parties shall first endeavour in good faith to resolve the Dispute by negotiation between their respective senior representatives.
19.3 Arbitration
If the Parties have not resolved the Dispute by negotiation within thirty (30) days after either Party delivers written notice of the Dispute to the other, the Dispute shall be resolved by arbitration. The arbitration shall be conducted in accordance with the laws of Nevis, West Indies and the parties agree that the seat and venue of the arbitration shall be Nevis, West Indies. The decision of the arbitrator(s) shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.
20. FORCE MAJEURE
20.1 Definition
“Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God (such as flood, hurricane, earthquake or fire), war (declared or undeclared), terrorism, civil commotion, riot, sabotage, epidemics or pandemics, governmental act, order or restraint, strikes, lockouts or other industrial disputes, failure of utility service or telecommunications or Internet service, cyber-attack, or any other event that could not have been prevented by reasonable foresight or the exercise of reasonable care.
20.2 Notice
The party aQected by a Force Majeure Event (“AQected Party”) shall:
(a) promptly notify the other party in writing of the nature and extent of the Force Majeure Event, the anticipated duration, and the obligations affected; and
(b) provide regular updates on material developments and anticipated resolution.
20.3 Suspension of Obligations
To the extent that and for so long as the Affected Party is prevented from or delayed in performing any obligation under these Terms and Conditions due to a Force Majeure Event, those obligations shall be suspended, and the time for performance shall be extended by a period equal to the duration of the Force Majeure Event.
20.4 Mitigation
The Affected Party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event, to recommence performance as soon as reasonably practicable, and to minimize any delay or disruption.
20.5 Termination
If a Force Majeure Event continues for a continuous period of more than ninety (90) days, either party may terminate these Terms and Conditions by written notice to the other party without liability (save for obligations accrued prior to termination).
20.6 No Liability
Neither party shall be liable to the other for any delay in or failure of performance to the extent caused by a Force Majeure Event, provided that the Affected Party has complied with its obligations under this clause.
21. ASSIGNMENT
21.1 HTL may, at any time and without the Client’s consent, assign, novate, transfer or otherwise dispose of all or any of its rights or obligations under these Terms and Conditions (including by way of security) to any affiliate.
21.2 HTL may subcontract or delegate the performance of any of its obligations under these Terms and Conditions to any aQiliate, provided that HTL remains fully responsible and liable to the Client for the acts, defaults and omissions of any such subcontractor or delegate as if they were HTL’s own.
22. SEVERABILITY
22.1 If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in whole or in part under any applicable law or regulation, such provision or part thereof shall to that extent be deemed not to form part of these Terms and Conditions and shall be severed from them, but the validity and enforceability of the remaining provisions shall not be aQected or impaired.
22.3 No failure or delay by either Party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy.
May 2025