End User Terms & Conditions

1. Background

1.1 ACOM operates a platform which it makes available to subscribers via the internet on a annual subscription basis for the purpose of offering a real time bidding platform as well as direct outreach to introduce operators and End Users in the chartered aircraft market.

1.2 You (the End User) are a End User in the chartered aircraft market and wish to use ACOM’s platform.

1.3 ACOM has agreed to provide and the End User has agreed to take and pay a subscription for ACOM’s platform subject to these terms and conditions.

2. Interpretation

2.1 The definitions and rules of interpretation in this clause apply in these Terms.

  • ACOM: has the meaning given in clause 3.1.

  • Applicable Data Protection Laws: means:

    • to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

    • to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which ACOM is subject, which relates to the protection of personal data.

  • Bid: as the case may be, either an Operator’s bid to service a Charter Request submitted to or via the Platform by the End User or the End User’s bid to use an Empty Leg submitted to the Platform by an Operator or by Mach2.

  • End User: has the meaning given in the Background of these Terms.

  •  Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

  •  Charter Request: a request for an aircraft submitted by the End User in accordance with clause 7 which include details of:

    • the start and termination points of the required journey;

    • the date (and, if known, time) of the flight;

    • the number of passengers;

    • any specific requirements as to aircraft; and

    • any specific requirements of the passengers.

  • Empty Leg(s): details of an aircraft journey to be made by an Operator’s aircraft without passengers including:

    • the start and termination points of the journey;

    • the date (and, if known, time) of the flight; and

    • the number of passengers the aircraft can take; and

    • the aircraft available;






  • on which the End User can place a Bid.

    • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.

  •  Contract: has the meaning given in clause 4.1.

  •  Effective Date: has the meaning given in clause 5.3.

  •  EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

  • Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

  • Operator: an aircraft operator who has been onboarded to the Platform for the purpose of submitting Bids on Charter Requests and/or offering Empty Legs.

  • Platform: ACOM’s platform (known as Mach2.aero) for the purpose of offering a real time bidding platform to introduce End Users and operators in the chartered aircraft market.

  • Policies: has the meaning given in clause 6.2.

  • Purpose: submitting Charter Requests and being introduced to Operators who may be able to service such Charter Requests and/or submitting Bids in response to Empty Legs and being introduced to Operators who may be able to carry the End User on an Empty Leg.

  • Software: the underlying hardware and software required for the Platform to operate.

  • Subscription Fees: the subscription fees payable by the End User to ACOM for the End User Subscription as per the fee schedule published on the billing page of the Platform and updated in accordance with clause 12.5.

  • Subscription Term: has the meaning given in clause 17.1.

  • Terms: has the meaning given in clause 4.1.

  • UK GDPR: has the meaning given to it in the Data Protection Act 2018.

  • End User Subscription: the End User subscription purchased by the End User pursuant to clause 12.1 which entitle End Users to access and use the Platform in accordance with these Terms.

  • Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device which may; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the End User experience, including malicious software such as worms, trojan horses, viruses and other similar things or devices.

  •  Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

2.2 Clause headings shall not affect the interpretation of these Terms.

2.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date.

2.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.

2.9 A reference to writing or written includes e-mail.

2.10 References to clauses are to the clauses of these Terms.

3. About ACOM

3.1 ACOM Aviation Ltd (company number 13120644) (ACOM) is a company registered in England and Wales whose registered office is at 4 Witan house, Witan, Witney, Oxon, England, OX28 6FF. ACOM’s VAT number is 396385541. ACOM operates the website www.mach2.aero.

3.2 To contact ACOM, telephone our customer service team at +441865819991 or email us at support@mach2.aero. Formal notice of any matter under the Contract should be given in accordance with clause 27.

3.3 ACOM maintains worldwide professional liability insurance with CFC Underwriting Limited Registered Office: 85 Gracechurch Street, London EC3V 0AA.

4. The Contract

4.1 These terms and conditions (Terms) apply to the subscription order by the End User and the supply of the Platform by ACOM (Contract). The Terms apply to the exclusion of any other terms the End User may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealings.

4.2 These Terms and the Contract are made only in the English language.

4.3 The End User should print off or save a copy of these Terms for future reference.

5. Ordering a Subscription and Its Acceptance

5.1 The End User must follow the onscreen prompts to place an order for a subscription to the Platform. The End User may only submit an order using the method set out on the Platform. Each order is an offer by the End User to buy a subscription to the Platform as set out in the order (subject to these Terms).

5.2 ACOM’s order process allows the End User to check and amend any errors before submitting an order. The End User shall be responsible for:

  • checking the order carefully before confirming it; and

  • ensuring that the order and any specification submitted by the End User is complete and accurate.

5.3 ACOM’s acceptance of the End User’s subscription order takes place when it sends an email to the End User to accept it, at which point and on which date (Effective Date) the Contract between ACOM and the End User will come into existence. Following acceptance of the End User’s subscription order the End User shall pay the applicable Subscription Fees to be able to use the Platform to submit Charter Requests and view Bids and view Empty Legs and make Bids.

5.4 If ACOM is unable to supply the End User a subscription to the Platform for any reason, it will inform the End User of this by email and it will not process the order. If the End User has already paid a Subscription Fee, this will be refunded in full.

6. End User Subscription

6.1 Subject to the End User purchasing the End User Subscription in accordance with clause 12.1, the restrictions set out in this clause 6 and the other terms and conditions of these Terms, ACOM hereby grants to the End User a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the End User to use the Platform during the Subscription Term solely for the Purpose.

6.2 The End User shall comply with ACOM’s platform terms and conditions, acceptable use policy and privacy policy (each available at www.mach2.aero) (Policies) when accessing and using the Platform and its features. If there is any conflict between the terms of the Policies and these Terms, these Terms shall prevail.

7. Charter Request Process

7.1 The End Users may submit a Charter by using the appropriate online prompts on the Platform. In the event that the End User submits a Charter Request onto the Platform, all Onboarded Operators subscribed to to the Platform, will be able to view the request in real-time on the Platform’s live market page as selected operators be notified by our invite function of End User Quote request.

7.2 The End User agrees and acknowledges that the information contained in the Charter Request, including the End User’s identity and contact details, may be accessed by or disclosed to all Operators on the Platform. Any such Bid submitted by an Operator shall be available to view by the End User on the Platform.

7.3 Any Operator may view a Charter Request and submit a Bid to fulfil the Charter Request.

7.4 If any Bid is of interest to the End User, it shall be able to make initial contact with the Operator via the Platform or preferred method of contact ie email, Phone ect. The End User is not obliged to accept any Bid but shall act in good faith when submitting Charter Requests and not upload any spurious Charter Request or Charter Requests containing false or misleading information.

7.5 The End User may withdraw a Charter Request at any time by using the appropriate online prompts on the Platform.

7.6 The End User acknowledges that an Operator can change or withdraw their Bid at any time.

7.7 The End User shall ensure that the Charter Request contains no personal data (as defined by Applicable Data Protection Laws) or confidential information, is not misleading and complies with the Policies.

7.8 Once submitted, the prices on platform set out in the Bid will be automatically converted as per the End Users preferred currency setting using exchange rates provided by 1Forge LLC (https://1forge.com).

7.9 If any Bid is of interest to the End User, it shall be able to make initial contact with the Operator via the Platform or preferred method of contact ie email, Phone ect.

7.10 ACOM accepts no liability in the case of fraud or deceit by the Operator in obtaining or providing its Identification Documents and the End User is responsible for checking the Operator’s Air Operator Certificates and other necessary documentation prior to booking a flight with the operator.

7.11 The End User acknowledges that the Platform may introduce it to and enable or assist it to access the website content of, correspond with, and engage the services of, the Operator (or third parties) (whether or not via third-party websites) and that it does so solely at its own risk. ACOM makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any Operator, their agents, or their website, or any transactions completed, and any contract entered into by the End User, with any Operator (or their agents). Any contract entered into and any transaction completed with an Operator (or other third party) is between the End User and the Operator (or relevant third party), and not ACOM. ACOM does not endorse or approve any Operator introduced to the End User via the Platform and it is the End User’s sole responsibility to carry out appropriate due diligence on the Operator, their agents and their aircraft and qualifications.

8. Empty Leg Bidding Process

8.1 In the event that an Operator submits details of an Empty Leg onto the Platform, the End User (and all other End Users subscribed to the Platform) will be able to view the details of the Empty Leg available in real-time on the Platform’s live empty leg market page. The End User agrees and acknowledges that an Operator may withdraw the Empty Leg at any time.

8.2 Any End User, having considered all elements of the Empty Leg available and its own requirements may submit a Bid to use the Empty Leg.

8.3 Any End User, can change their Bid as many times as they like to compete with other bidders on the same available Empty Leg until a Bid is selected by an Operator (or the Operator withdraws the Empty Leg).

8.4 Each Bid shall include details of (as a minimum) the price and currency the End User is prepared to pay for the Empty Leg, which shall be inclusive of value added tax or any other applicable tax or duties.

8.5 The End User shall ensure that any Bid it submits contains no personal data (as defined by Applicable Data Protection Laws) or confidential information, is not misleading and complies with the Policies.

8.6 Once submitted, the price set out in the Bid will be automatically converted as per the End Users preferred currency setting using exchange rates provided by 1Forge LLC (https://1forge.com).

8.7 Once a Bid has been selected by an Operator, the End User shall not change the details of such Bid (including price) without reasonable excuse unless the details of the Empty Leg are altered. The End User may withdraw a Bid at any time before the selection is made by the Operator or the particular Empty Leg expires or is withdrawn.

8.8 The End User agrees and acknowledges that the information of a Bid, including the End User’s identity and contact details, may be accessed by or disclosed to the Operator on the Platform who submitted the Empty Leg and that Bid minus details of the End User’s name may be accessed by or disclosed to all End Users who have submitted a Bid on that Empty Leg.

8.9 Upon the End User submitting a Bid on the Platform, the Operator who submitted the Empty Leg shall be notified.

8.10 If any Bid is of interest to the Operator, it shall be able to make initial contact with the End User via the Platform. The Operator is not obliged to accept the End User’s Bid or any other Bid submitted.

8.11 For the avoidance of doubt, clauses 7.10 and 7.11 apply to the Empty Leg bidding process.

8.12 The End User may sign up to (and cancel) alerts for Empty Legs which meet its requirements by visiting the appropriate section of the Platform.

9. Data Protection

9.1 Both parties will comply with:

  • all applicable requirements of the Policies in relation to the use and protection of data; and

  • Applicable Data Protection Laws.

10. ACOM’s Obligations

10.1 ACOM shall, during the Subscription Term, provide the Platform to the End User on and subject to these Terms.

10.2 ACOM shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:

  • planned maintenance carried out at such times as notified to the End Users of the Platform from time to time; and

  • unscheduled maintenance performed outside Normal Business Hours.

10.3 The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to ACOM’s instructions, or modification or alteration of the Platform by any party other than ACOM or ACOM’s duly authorised contractors or agents. If the Platform does not conform with the foregoing undertaking, ACOM will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the End User with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the End User’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1 and ACOM accepts no liability for loss caused due to the Platform being unavailable in accordance with clause 10.2 or due to matters beyond ACOM’s reasonable control.

10.4 ACOM:

  • does not warrant that:

  • the End User’s use of the Platform will be uninterrupted or error-free;

  • that the Platform and/or the information obtained by the End User through the Platform will meet the End User’s requirements;

  • the Software or the Platform will be free from Vulnerabilities or Viruses.

10.5 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the End User acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.6 ACOM shall be under no obligation to introduce Operators to the End User and offers no guarantee that the End User will be provided with any Bids or that any Bid submitted on a Charter Request will be suitable for the End User nor that any Empty Legs will be submitted or any Bid on an empty Leg will be selected by an Operator

10.7 The Contract shall not prevent ACOM from entering into similar agreements with third parties, including other End Users in the aviation industry and competitors of the End User.

10.8 ACOM warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

11. End User’s Obligations

11.1 The End User shall:

  • without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under the Contract;

  • ensure the use of the Platform in accordance with these Terms and shall be responsible for any breach of these Terms; and

  • be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Platform, and all problems, conditions, delays and all other loss or damage arising from or relating to the End User’s network connections or telecommunications links or caused by the internet.

11.2 The End User warrants to ACOM that by registering on the Platform and/or submitting Charter Requests and/or contacting Operators regarding a Bid or Empty Leg, it shall not be in breach of any court order or any express or implied terms of any agreement, contract or other obligation binding on the End User.

12. Charges and Payment

12.1 The End User shall pay the applicable Subscription Fee to ACOM for the End User Subscription in accordance with this clause 12.

12.2 The End User shall on the Effective Date (and as required thereafter) provide to ACOM (or its credit card payment provider) valid, up-to-date and complete credit card details or approved purchase order information acceptable to ACOM and any other relevant valid, up-to-date and complete contact and billing details and, if the End User provides:

  • its credit card details to ACOM or ACOM’s credit card payment provider, the End User hereby authorises ACOM or the credit card payment provider to bill such credit card:

  • on the Effective Date for the Subscription Fee for the first year

  • Yearly in advance for the Subscription Fees

  • its approved purchase order information to ACOM, ACOM shall invoice the End User for the Subscription Fees and every 365 days thereafter for each subsequent year’s Subscription and the End User shall pay each invoice within 30 days after the date of such invoice.

12.3 If ACOM has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of ACOM:

  • ACOM may, without liability to the End User, disable the End User’s password, account and access to all or part of the Platform and ACOM shall be under no obligation to provide access to any or all of the Platform while the invoice(s) concerned remain unpaid; and

  • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Lloyds Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

12.4 All amounts and fees stated or referred to in the Contract:

  • shall be payable in USD; are non-cancellable and non-refundable;

  • are exclusive of value added tax (or other applicable taxes), which shall be added to ACOM’s invoice(s) at the appropriate rate.

12.5 ACOM shall be entitled to increase the Subscription Fees and the fees payable in respect of the End User Subscription purchased pursuant to clause 6 upon 30 days prior notice to the End User and the billing page will be amended accordingly.

13. Proprietary Rights

13.1 The End User acknowledges and agrees that ACOM and/or its licensors own all intellectual property rights in the Platform. Except as expressly stated herein, the Contract does not grant the End User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform.

13.2 ACOM confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

14. Confidentiality

14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:

  • is or becomes publicly known other than through any act or omission of the receiving party;

  • was in the other party’s lawful possession before the disclosure;

  • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

  • is independently developed by the receiving party, which independent development can be shown by written evidence.

14.2 Subject to clause 14.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.

14.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

14.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

14.5 No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

14.6 The above provisions of this clause 14 shall survive termination of the Contract, however arising.

15. Indemnity

15.1 The End User shall defend, indemnify and hold harmless ACOM against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the End User’s use of the Platform in breach of these Terms.

15.2 ACOM shall defend the End User against any claim that the End User’s use of the Platform in accordance with these Terms infringes any third party copyright, trademark, database right or right of confidentiality, and shall indemnify the End User for any amounts awarded against the End User in judgment or settlement of such claims, provided that:

  • ACOM is given prompt notice of any such claim;

  • the End User does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to ACOM in the defence and settlement of such claim, at ACOM’s expense; and

  • ACOM is given sole authority to defend or settle the claim.

15.3 In the defence or settlement of any claim, ACOM may procure the right for the End User to continue using the Platform, replace or modify the Platform so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days notice to the End User without any additional liability or obligation to pay liquidated damages or other additional costs to the End User.

15.4 In no event shall ACOM, its employees, agents and sub-contractors be liable to the End User to the extent that the alleged infringement is based on:

  • a modification of the Platform by anyone other than ACOM; or

  • the End User’s use of the Platform in breach of these Terms or any instructions given to End User by ACOM; or

  • the End User’s use of the Platform after notice of the alleged or actual infringement from ACOM or any appropriate authority.

15.5 The foregoing states the End User’s sole and exclusive rights and remedies, and ACOM’s (including ACOM’s employees, agents and sub-contractors) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

16. Limitation of Liability

16.1 Except as expressly and specifically provided in these Terms:

  • the End User assumes sole responsibility for results obtained from the use of the Platform by the End User, and for conclusions drawn from such use. ACOM shall have no liability for any damage caused by errors or omissions in any information or instructions submitted or provided by the End User or any Operator in connection with the Platform;

  • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

  • the Platform is provided to the End User on an “as is” basis.

16.2 Nothing in these Terms excludes the liability of ACOM:

  • for death or personal injury caused by ACOM’s negligence; or

  • for fraud or fraudulent misrepresentation.

16.3 Subject to clause 16.1 and clause 16.2 ACOM shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract.

16.4 Nothing in these Terms excludes the liability of the End User for any breach, infringement or misappropriation of ACOM’s intellectual property rights.

17. Term and Termination

17.1 The Contract shall, unless otherwise terminated as provided in this clause 17, commence on the Effective Date and shall continue until and unless:

  • terminated by either party on 30 days written notice; or

  • otherwise terminated in accordance with the provisions of these Terms, (the Subscription Term).

17.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  • the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;

  • the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;

  • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

  • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

  • the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

  • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

  • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

  • the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

  • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

  • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

  • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.2(c) to clause 17.2(j) (inclusive);

  • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

  • the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy.

17.3 On termination of the Contract for any reason:

  • all licences granted under these Terms shall immediately terminate and the End User shall immediately cease all use of the Platform; and

  • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

18. Force Majeure

18.1 ACOM shall have no liability to the End User under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ACOM or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that the End User is notified of such an event and its expected duration.

19. Variation

19.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Waiver

20.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and Remedies

21.1 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severance

22.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

22.2 If any provision or part-provision of these Terms is deemed deleted under clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Entire Agreement

23.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

23.4 Nothing in this clause shall limit or exclude any liability for fraud.

24. Assignment

24.1 The End User shall not, without the prior written consent of ACOM, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

24.2 ACOM may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

25. No Partnership or Agency

25.1 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

26. Third Party Rights

26.1 These Terms do not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

27. Notices

27.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms (for ACOM) or the End User’s order.

27.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in normal business hours in the place of receipt, at 9 am on the first business day in the place of receipt following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (or if delivery is not in normal business hours in the place of receipt, at 9 am on the first business day in the place of receipt following delivery)).

28. Governing Law

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

29. Jurisdiction

29.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and the Contract or its subject matter or formation (including non-contractual disputes or claims).