Our range of modular, accessible, disabled wetrooms (WashPod) can be rapidly and affordably installed (both  internally or externally) to help keep people at home or get them home from hospital. Set out below are our Terms & Conditions. 

These are the only Terms & Conditions that apply to a rental agreement between the Customer and Dignity  Access and should be read in conjunction with all other relevant documentation provided by Dignity Access  and referenced within these Terms & Conditions. 

These Terms & Conditions apply to any contract between the parties to the exclusion of any other terms that  the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of  dealing. 

In the event of a conflict between the Terms & Conditions and communication between the parties, these  Terms & Conditions will take precedence. 

By entering into the contract with Dignity Access as outlined by these Terms & Conditions, the Customer is  agreeing to be bound by these Terms & Conditions. 

All Products provided and services performed by Dignity Access are on the basis of these Terms & Conditions only.  

1. Interpretation 

1.1. In these Terms & Conditions: 

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in  London are open for business; 

“Business Hours” means the period from 9.00am to 5.00pm in any Business Day; 

“Contract” means the contract made between the Customer and Dignity Access for the Products and/or  Services which for the avoidance of doubt will be subject to these Terms & Conditions and shall include  the Order and the Quotation; 

“Commencement Date” has the meaning given to it in clause 2.1;  

“Customer” means the person who accepts a Quotation provided for the Products; 

“Deposit” means the payment made from the Customer to Dignity Access, being an agreed percentage of the  price within the Quotation, prior to the delivery and installation of the Products and/or Services; 

“Dignity Access” means Dignity Access Limited (CRN: 08772672) whose registered office is situated at 9-10  Old Stone Link, Ship Street, East Grinstead, West Sussex RH19 4EF;

“Handover Checklist” means Operational notes supplied by Dignity Access to the Customer to assist  with the safe and compliant use of the WashPod;  

“Handover Date” means the date upon which the Products are delivered to the Customer, and the  Customer takes responsibility for the Products from Dignity Access;  

“Intellectual Property Rights” means the patents, rights to inventions, copyright and related rights,  moral rights, trade marks and service marks, business names and domain names, rights in get-up and  trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights  in computer software, database rights, rights to use, and protect the confidentiality of, confidential  information (including know-how and trade secrets), and all other intellectual property rights, in each  case whether registered or unregistered and including all applications and rights to apply for and be  granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or  equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of  the world;  

“Location Plan” means the confirmed location of the internal and/or external installation of the  Products, as agreed between Dignity Access and the Customer and supplied with the Quotation; “Order” means the Customer’s order for the supply of Products or Services or Products and Services as  set out in either the Customer’s signed Quotation, the Customer’s written acceptance of the Quotation or  any other form of written acceptance by the Customer that has been deemed acceptable by Dignity Access  as the case may be;  

“Order Acknowledgement” means the standard form provided by Dignity Access to the Customer,  confirming their acceptance of the Order as referred to in clause 2.8, or other form of written  acknowledgement agreed between Dignity Access and the Customer;  

Price” meansthe price payable underthe Contract by the Customer in accordance with clause 5 of these  Terms & Conditions;  

“Products” means the WashPod or any other product which Dignity Access is to install pursuant to the Contract;  

“Rental Payments” means the payments made by or on behalf of the Customer for the hire of the  Products; 

“Rental Payment Date” means the date each month as set out in the Quotation in which the Customer  pays the Rental Payment to Dignity Access in accordance with clause 5; 

“Rental Period” means the period of hire for the Products as set out in the Quotation and clause 3; “Risk Period” means the period during which the Products are the responsibility of the Customer as set  out in clause 9.2; 

“Total Loss” means due to the Customer’s default the Products are, in Dignity Access’ or their insurer’s  reasonable opinion, damaged beyond repair, lost, stolen, seized or confiscated; “WashPod” means the range of modular, accessible, disabled wetrooms provided by Dignity Access;  “WashPod Model Details” means the document outlining the model type of the WashPod  accompanying the Quotation;

“Quotation” means the correspondence which includes the Handover Checklist, VAT Exemption Form,  Location Plan, WashPod Model Details and the Specification from Dignity Access to the Customer in  which the Price is referred but is not deemed an acceptance of the Contract by way of an Order  Acknowledgement;  

“Service Media” all media for the supply or removal of heat, electricity gas, water, sewage, energy  telecommunications, data and all other service and utilities and all structures, machinery and  equipment ancillary to those media;  

“Services” means the services which Dignity Access is to carry out pursuant to the Contract, as  outlined in the Quotation;  

“Specification” means the document outlining the specifications of the Products and/or the Services that  accompany the Quotation;  

“UK GDPR” has the meaning given to it in section 3(10) (as supplement by section 205(4) of the Data  Protection Act 2018; 

“VAT Exemption Form” means a written statement from the Customer acknowledging their disability to  Dignity Access for VAT purposes; and 

“VAT” means Value Added Tax chargeable in the UK. 

1.2. Any reference in these Terms & Conditions to any provision of a statute shall be construed as a  reference to that provision as amended, re-enacted or extended at the relevant time.  1.3. The headings in these Terms & Conditions are for convenience of reference only and shall not affect  their interpretation. 

1.4. References to person(s) include an individual, company, corporation, firm, or partnership or  unincorporated body (whether or not having separate legal personality).  

1.5. Reference to a party includes its personal representatives, successors, and permitted assigns. 1.6. Words imparting the singular number include the plural and vice versa.  

1.7. A reference to writing or written excludes fax but not email.  

1.8. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. 2. Contract, Orders and Specifications 

2.1. The Order constitutes an offer by the Customer to hire the Products and accept the related Services in  accordance with these Terms & Conditions. 

2.2. These Terms & Conditions will apply to the Products detailed in the Quotation ordered by the Customer from Dignity Access. 

2.3. In the event of a conflict between the Terms & Conditions and communication between the Dignity  Access and the Customer, these Terms & Conditions will take precedence. 

2.4. Dignity Access’ employees or agents are not authorised to make any representations concerning the  Products and/or Services unless confirmed by Dignity Access in writing. 

2.5. The Order will only be deemed to have been accepted when Dignity Access issues an Order  Acknowledgment, accepts the Order by another accepted method, or from the date of any installation 

of the Products whichever happens earlier, at which point and on which date the Contract shall come  into existence. 

2.6. By entering into the Contract with Dignity Access as outlined by these Terms & Conditions, the  Customer is agreeing to be bound by these Terms & Conditions and any other terms and conditions of  any governing bodies as referenced within these Terms & Conditions. 

2.7. These Terms & Conditions, the Quotation, and all documentation accompanying these Terms &  Conditions and the Quotation apply to the rental any Products and/or Services between the Customer  and Dignity Access, to the exclusion of any other terms that the Customer tries to impose or  incorporate, or which are implied by trade, custom, practice or course of dealing.  

2.8. The quantity, quality, description and specification of the Products shall be those set out in the  Quotation or Order Acknowledgement issued by Dignity Access, unless subsequently varied in  accordance with clause 2.9 of these Terms & Conditions. In the event of any conflict between the  Quotation and the Order Acknowledgement, issued by Dignity Access, the provisions of the Order  Acknowledgement shall prevail. 

2.9. Dignity Access reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to Dignity Access’specification,which do notmaterially affecttheir quality or performance. 

2.10. The Quotation is valid for a period of 30 days only from the date shown in it unless expressly withdrawn  by Dignity Access at an earlier time. 

3. Rental Period  

The Rental Period starts on the Handover Date and shall continue for the period specified within the  Quotation unless and until the Contract is terminated earlier in accordance with these Terms &  Conditions. 

4. Products and Services  

4.1. The description of the Products and/or Services being provided are set out in the Specification, unless  expressly changed in the Quotation.  

4.2. In accepting the Quotation, the Customer acknowledges that they have not relied upon any statement,  promise or other representations about the Products by Dignity Access. Descriptions of the Products set out in any rental documentation other than the Quotation are intended as a guide only. 

4.3. Any details of the Products set out in the rental documentation are subject to alteration without notice  and are not a contractual offer to sell the Products which is capable of acceptance. 

4.4. Dignity Access reserves the right to make any changes to the specification of the Products which are  required to conform to any applicable safety or other statutory or regulatory requirements.

5. Price 

5.1. The Price is set out in the Quotation which is current at the date of the Order or such other price as  may be agreed in writing between the parties. 

5.2. Where the Quotation period, as outlined in clause 2.10, has expired without the Customer accepting  the Quotation, the Customer is required to request a new quotation from Dignity Access and cannot  seek to rely on the price stated within the expired Quotation. Dignity Access reserves the right to extend  the Quotation period on a case-by-case basis, but it is under no obligation to do so.  

5.3. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by  any competent authority. 

5.4. In the event the Products and/or Services being provided by Dignity Access are exempt for the purposes  of VAT, the Customer is required to provide the relevant proof, including but not limited to proof of  disability, and sign and return the VAT Exemption Pro-forma Declaration or any other such  documentation as required by Dignity Access.  

5.5. Notwithstanding any other provision in these Terms & Conditions,Dignity Access reserves the right, by giving notice to the Customer at any time before delivery, to increase the Price to reflect any increase in the cost to Dignity Access which is due to any factor beyond itsreasonable control(such as, without limitation, any foreignexchangefluctuation, currency regulation,alterationof duties, significant increases in the costs of labour, materials, or increases in the Retail Price Index (RPI) based on the  latest available figures for the percentage increase in the RPI over the preceding 12 month period), any  change in delivery dates, quantities or specifications for the Products, or any delay caused by any  instructions of the Customer or failure of the Customer to give Dignity Access adequate information or  instructions and the Price shall be deemed to be adjusted accordingly. 

5.6. The Customer acknowledges that Dignity Access may order special materials in connection with an  Order. Accordingly, Dignity Access shall be entitled to charge the Customer for such special materials in the event of variation or cancellation of an Order, for whatever reason. Any such charges shall be added to Dignity Access invoice and shall be payable by the Customer in accordance with clause 6. 

5.7. Dignity Access reserves the right to charge additional delivery costs to the Customer in the event of  expedited delivery being required, and the level of additional charges to be agreed with the Customer  prior to delivery. 

6. Payment  

6.1. Subject to any special terms agreed in writing between Dignity Access and the Customer, the following terms of paymentshall apply: 

6.1.1. the Customer will provide Dignity Access with the Deposit prior to the delivery and  installation of the Products; and 

6.1.2. the Customer shall pay the Rental Payment on the Rental Payment Date to Dignity Access  in accordance with the Quotation. 

6.2. The Rental Payments shall be paid in British Pound Sterling and shall be made in cleared funds to the  bank account nominated in writing by Dignity Access. 

6.3. If the Customer fails to make any payment on the Rental Payment Date, Dignity Access will charge the  Customer interest at the rate of 5% per annum above the base rate of the Bank of England from time  to time on the amount outstanding until paid in full by the Customer (a part month being treated as a  full month for the purpose of calculating interest). 

6.4. Time for payment will be of the essence of the Contract.  

6.5. All amounts due under the Contract shall be paid in full without any deduction or withholding except  as required by law and the Customer is not entitled to assert any credit, set-off or counterclaim against  Dignity Access in order to justify withholding payment of any such amount in whole or in part. 

6.6. The Deposit is a deposit against default by the Customer of payment of any Rental Payments or any  loss of or damage caused to the Products. If the Customer fails to make any Rental Payments in  accordance with the Quotation or causes any loss or damage to the Products (in whole or in part),  Dignity Access shall be entitled to apply the Deposit against such default, loss or damage. The Customer  shall pay to Dignity Access any sums deducted from the Deposit within ten Business Days of a demand  for the same. The Deposit (or balance of the Deposit) shall be refundable within five Business Days of  the end of the Rental Period. 

7. Delivery & Installation  

7.1. Dignity Access will arrange for the delivery of the Products to the address specified in the Order or to  another location agreed in writing between the parties.  

7.2. Dignity Access shall use all reasonable endeavours to meet any performance dates for the Services  specified in the Quotation, but any such dates shall be estimates only and time shall not be of the  essence for the performance of the Services. 

7.3. If the Customer does not accept delivery and installation of the Products Dignity Access reserves the  right, at their discretion and without prejudice to any other rights, to store or arrange for the storage  of the Products and charge the Customer for all associated costs and expenses including, but not limited  to, transportation, storage and insurance. 

7.4. Any dates quoted for installation are approximate only, and the time of delivery is not of the essence.  Dignity Access will not be liable for any delay in installation of the Products that is caused by a  circumstance beyond their reasonable control or the Customer’s failure to provide Dignity Access with  access arrangements or any other instructions that are relevant to the supply of the Products. 

7.5. Any delay in installation or defect in an instalment will not entitle the Customer to cancel any other  instalment. 

8. Warranties, Inspection and Acceptance of Products 

8.1. Dignity Access warrants to the Customer that the Products shall:

8.1.1. conform in all material respects with the Specification in the Quotation, subject to clause  2.9; 

8.1.2. be free from material defects in design, material and workmanship; 

8.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 8.1.4. be fit for any purpose held out Dignity Access.  

8.2. Dignity Access warrants to the Customer that the Services where applicable to the Order will be  provided using reasonable care and skill and will comply with the Specification in the Quotation subject  to clause 2.9.  

8.3. The Customer must inspect the Products upon installation. 

8.4. Within 10 Business Days of installation of the Products: 

8.4.1. the Customer notifies Dignity Access in writing of any defects in the Product, providing  sufficient details to allow Dignity Access to investigate the claim; and  

8.4.2. Dignity Access is provided a reasonable opportunity to examine the Products,  Dignity Access shall, within in a reasonable time period and at its own discretion, either repair or replace  the defective Products.  

8.5. Dignity Access shall not be liable for any claim in relation to the Products if: 8.5.1. the Customer fails to provide written notice as outlined in 8.4.1;  

8.5.2. the Customer makes any further use of the Products after giving notice under clause 8.4.1;  8.5.3. the defect arises because the Customer did not follow Dignity Access’ oral or written  instructions about the use and maintenance of the Products;  

8.5.4. the defect arises from the Customer altering or repairing the Products without the written  consent of Dignity Access;  

8.5.5. the defect arises from the Customer’s failure to perform the necessary checks upon the required Service Media at the Customer’s property prior to any installation of the  Products; 

8.5.6. the defect arises from normal wear and tear of the Products; or 

8.5.7. the defect arises from misuse or alteration of the Products, negligence, wilful damage or  any other act by the Customer, their employees or agents or any third parties. 

8.6. Insofar as the Products comprises or contains equipment or components which were not manufactured  or produced by Dignity Access, the Customer shall be entitled only to such warranty or other benefit as  Dignity Access has received from the manufacturer. 

8.7. If Dignity Access fails to remedy any material defect in the Products in accordance with clause 8.1 Dignity Access shall, at the Customer’s request, accept the return of the Products and make an  appropriate reduction to the Rental Payments payable during the remaining term of the Contract and,  if relevant, return any Deposit (or any part of it). 

9. Risk and Title  

9.1. The Products shall at all times remain the property of Dignity Access, and the Customer shall not possess  any right, title or interest in or to the Products (save the right to possession and use of the Products subject to these Terms & Conditions).  

9.2. Upon the Products passing to the Customer on Delivery, the Products shall become the responsibility  of the Customer during the Rental Period (Risk Period) until such time as the Products are redelivered  to Dignity Access. During the Rental Period and the Risk Period, the Customer shall obtain and maintain  comprehensive insurance of the Products to a value not less than its full replacement value.  

9.3. The Customer shall give immediate written notice to Dignity Access in the event of any loss, accident  or damage to the Products arising out of or in connection with the Customer’s possession or use of the  Products.  

10. Customer Obligations  

10.1. The Customer shall: 

10.1.1. co-operate with Dignity Access in all matters relating to the Products and/or Services;  10.1.2. provide Dignity Access, its employees, agents, consultants and subcontractors, with  access to the Customer’s premises, office accommodation and other facilities as  reasonably required by Dignity Access to provide the Services; 

10.1.3. provide Dignity Access with such information and materials as it may reasonably require  in order to provide the Products and/or the Services, and ensure that such information is  complete and accurate in all material respects; 

10.1.4. prepare the Customer’s premises for the Products and/or the Services, including any and  all Service Media checks required to ensure access to the required Service Media by the  Products is sufficient for the installation of those same Products; 

10.1.5. obtain and maintain all necessary licences, permissions and consents which may be  required for the Services before the date on which the Services are to start; 

10.1.6. keep all materials, equipment, documents and other property of Dignity Access (Dignity  Access’ Materials) at the Customer’s premises in safe custody at its own risk, maintain  Dignity Access’ Materials in good condition until returned to the Dignity Access, and not  dispose of or use Dignity Access’ Materials other than in accordance with Dignity Access’ written instructions or authorisation; and  

10.1.7. comply with any additional obligations as set out in the Quotation or other Product  specification or both. 

10.2. During the term of the Contract, the Customer shall: 

10.2.1. make sure that the Products is kept and operated in a suitable environment used only for  the purposes for which it is designed, and operated in a proper manner by trained  competent persons in accordance with any operating instructions provided by Dignity  Access; 

10.2.2. take such steps (including compliance with all safety and usage instructions provided by  Dignity Access) as may be necessary to ensure, so far as is reasonably practicable, that the  Products is at all times safe and without risk to health when it is being set, used, cleaned  or maintained by a person at work;  

10.2.3. maintain the Products in good and substantial repair in order to keep it in as good an  operating condition as it was on the Delivery Date (fair wear and tear only excepted), and  shall make good any damage to the Products;  

10.2.4. make no alteration to the Products and shall not remove any existing component (or  components) from the Products without the prior written consent of Dignity Access;  10.2.5. keep Dignity Access fully informed of all material matters relating to the Products;  10.2.6. keep the Products at all times at the premises where the Products were installed and shall  not move or attempt to move any part of the Products to any other location without  Dignity Access’s prior written consent;  

10.2.7. not, without the prior written consent of Dignity Access, part with control of (including for  the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Products or allow the creation of any mortgage, charge, lien or other security interest in respect of  it;  

10.2.8. not use the Products for any unlawful purpose; and 

10.2.9. not do or permit to be done anything which could invalidate the insurances referred to in  clause 10.2. 

10.3. The Customer acknowledges that Dignity Access shall not be responsible for any loss of or damage to  the Products arising out of or in connection with any negligence, misuse, mishandling of the Products or otherwise caused by the Customer or its officers, employees, agents and contractors, and the  Customershall indemnify Dignity Accessin full against all liabilities, costs, expenses, damages and losses  suffered or incurred by Dignity Access arising out of, or in connection with any failure by the Customer to comply with its obligations in this clause 10. 

11. Confidentiality 

11.1. Each party undertakes that it shall not at any time disclose to any person any confidential information  concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any  member of the group of companies to which the other party belongs, except as permitted by clause  11.2. 

11.2. Each party may disclose the other party’s confidential information: 

11.2.1. to its employees, officers, representatives, contractors or subcontracts or advisers who  need to know such information for the purposes of exercising the party’s rights or carrying  out its obligations under or in connection with the Contract. Each party shall ensure that  its employees, officers, representatives or advisers to whom it discloses the other party’s  confidential information comply with this clause 11; and

11.2.2. as may be required by law, a court of competent jurisdiction or any governmental or  regulatory authority.  

11.3. No party shall use any other party’s confidential information for any purpose other than to exercise its  rights and perform its obligations under or in connection with the Contract. 

12. Termination 

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

12.1.1. the Customer fails to pay any amount due under the Contract on the Rental Payment Date and remains in default not less than 15 Business Days after being notified to make such a  payment;  

12.1.2. the other party commits a material breach of the terms of the Contract and (if such breach  is remediable) fails to remedy that breach within 15 Business Days after being notified to  do so; 

12.1.3. either party are or become or, in the other party’s reasonable opinion, are about to  become the subject of a bankruptcy order or take advantage of any other statutory  provision for the relief of insolvent debtors; 

12.1.4. either party enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986,  or any other scheme or arrangement is made with its creditors; or 

12.1.5. either party convene any meeting of creditors, enter into voluntary or compulsory  liquidation, have a receiver, manager, administrator or administrative receiver appointed  in respect of their assets or undertakings or any part thereof, any documents are filed with  the court for the appointment of an administrator, notice of intention to appoint an  administrator is given by the party or any of its directors or by a qualifying floating charge  holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is  passed or petition presented to any court for the winding up of their affairs or for the  granting of an administration order, or any proceedings are commenced relating to its  insolvency or possible insolvency. 

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

12.1.7. the other party’s financial position deteriorates so far as to reasonably justify the opinion  that its ability to give effect to the terms of the Contract is in jeopardy. 

12.2. Without affecting any other right or remedy available to it, Dignity Access may terminate the Contract  with immediate effect by giving written notice to the Customer if: 

12.2.1. the Customer fails to pay any amount due under the Contract on the due date for  payment; or 

12.2.2. there is a change of control of the Customer

12.3. Without affecting any other right or remedy available to it, Dignity Access may suspend the supply of  Services or all further deliveries of Product and/or Services under the Contract or any other contract  between the Customer and Dignity Access if the Customer fails to pay any amount due under the  Contract on the due date for payment, the Customer becomes subject to any of the events listed in  clause 12.1.1 to 12.1.7 or Dignity Access reasonably believes that the Customer is about to become  subject to any of them. 

12.4. The Contract shall automatically terminate if a Total Loss occurs in relation to the Products.  13. Consequences of Termination 

13.1. On termination of the Contract, however caused: 

13.1.1. Dignity Access’ consent to the Customer’s possession of the Products shall terminate; 13.1.2. Dignity Access may, by its authorised representatives, without notice and at the  Customer’s expense, retake possession of the Products and for this purpose may enter  the Customer’s premises or any premises at which the Products are located;  

13.1.3. the Customer shall ensure the safe and proper storage of the Products until it has been  collected by Dignity Access; 

13.1.4. without prejudice to any other rights or remedies of the Customer the Customer shall pay  to Dignity Access on demand;  

13.1.4.1. all Rental Payments and other sums due but unpaid at the date of such  demand together with any interest accrued pursuant to clause 6.3; and 

13.1.4.2. any costs and expenses incurred by Dignity Accessin recovering the Products or in collecting any sums due under the Contract (including any storage,  

insurance, repair, transport, legal and remarketing costs).  

13.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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. 

13.3. Any provision of the Contract that expressly or by implication is intended to have effect after  termination or expiry shall continue in full force and effect. 

14. Limitation of Liability  

14.1. Dignity Access’ liability under the Contract, and in breach of statutory duty, and in tort,  misrepresentation or otherwise will be limited to this section. 

14.2. The limits and exclusions in this clause reflect the insurance cover Dignity Access has been able to  arrange and the Customer is responsible for making its own arrangements for the insurance of any  liability. 

14.3. References to liability in this clause 14 include every kind of liability arising under or in connection with  the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or  otherwise.

14.4. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any  liability arising from its deliberate default. 

14.5. Notwithstanding any provision to the contrary, Dignity Access does not limit or exclude its liability for  death or personal injury to the extent only that the same arises as a result of the negligence of Dignity  Access, its employees, agents or authorised representatives. Dignity Access does not limit or exclude its  liability for fraudulent misrepresentations. 

14.6. Subject to clauses 14.4 and 14.5, Dignity Access’ aggregate liability to the Customer under or in  connection with the Contract for costs, claims, expenses, damages, (whether arising in contract, tort,  (including but not limited to negligence) or otherwise) is limited to the total amount of the Price payable  by Customer. 

14.7. The Price has been calculated on the basis that Dignity Access will exclude and limit its liability as set out in these Terms & Conditions and the Customer acknowledges that by submitting an Order they are  responsible for insuring against and bearing any loss for which Dignity Access has excluded or limited  its liability in these Terms & Conditions and Dignity Access shall have no further liability to the Customer. 14.8. The cap on Dignity Access’ liability under clause 14.6, shall be reduced by: 

14.8.1. any amounts awarded or agreed to be paid by Dignity Access under these Terms &  Conditions; or  

14.8.2. amounts awarded by a court or arbitrator, using their procedural or statutory powers in  respect of costs of proceedings or interest for late payment.  

14.9. Dignity Access is wholly excluded (whether caused by our employees, agents or otherwise) from liability  in connection with the Products for the following types of loss: 

14.9.1. any indirect, special or consequential loss, damage, costs, or expenses; 14.9.2. any loss of profits, either actual or anticipated;  

14.9.3. loss of sales or business;  

14.9.4. loss of agreements or contracts; 

14.9.5. loss of use of or corruption of data or information;  

14.9.6. loss of reputation or goodwill and business interruption;  

14.9.7. other third-party claims: 

14.9.8. any failure to perform any of our obligations if such delay or failure is due to any cause  beyond reasonable control;  

14.9.9. any losses caused directly or indirectly by any failure or breach by the Customer in relation  to their obligations as outlined in clause 10; and 

14.9.10. any loss relating to the Customer’s choice of Products and use of the Products to meet the  Customer’s purpose. 

14.10. Subject to clause 14.5, all implied terms and conditions as to the quality or performance of the Products and/or Services and any other good or service provided under these Terms & Conditions are, to the  fullest extent permitted by law, excluded from the Contract. 

14.11. Nothing in this clause 14 shall limit the Customer’s payment obligations under the Contract. 

14.12. This clause 14 shall survive termination or expiry of the Contract.  

15. Intellectual Property Rights 

15.1. All Intellectual Property Rights in or arising out of or in connection with the Products or the Services  (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by  Dignity Access.  

15.2. Dignity Access grants to the Customer or shall procure the direct grant to the Customer of a fully paid up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to the Products (excluding  materials provided by the Customer) for the purpose of receiving and using the Products and/or  Services. 

15.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 15.2. 15.4. The Customer grants Dignity Access a fully paid-up, non-exclusive, royalty-free non-transferable licence  to copy and modify any materials provided by the Customer to Dignity Access for the term of the  Contract for the purpose of providing the Products and/or Services to the Customer.  

16. Data Protection 

16.1. The parties agree that where such processing of personal data takes place, the Customer shall be ‘data  controller’ and Dignity Access shall be the ‘data processor’ as defined in the General Data Protection  Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time. 

16.2. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data  Subject’ shall have the same meaning as in the GDPR. 

16.3. Dignity Accessshall only Process Personal Data to the extent reasonably required to enable it to provide  the Products as mentioned in these Terms & Conditions or as requested by and agreed with the  Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from  Processing any Personal Data for its own or for any third party’s purposes. 

16.4. Dignity Access shall not disclose Personal Data to any third parties other than employees, directors,  agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more  extensive) conditions as set out in these Terms & Conditions or to the extent required by applicable  legislation and/or regulations. 

16.5. Dignity Access shall implement and maintain technical and organisational security measures as are  required to protect Personal Data Processed by Dignity Access on behalf of the Customer. Further  information about Dignity Access’ approach to data protection are specified in its Data Protection  Policy. For any enquiries or complaints regarding data privacy, the Customer can contact Dignity Access  by e-mail at pim@dignityaccess.co.uk or at the following address: 9-10 Old Stone Link. Ship Street. East  Grinstead. West Sussex, RH19 4EF.

17. Force Majeure  

17.1. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in performing  their obligations where such failure or delay results from any cause that is beyond the reasonable  control of that party (a Force Majeure Event). Such causes include, but are not limited to:  17.1.1. industrial action and civil unrest; 

17.1.2. fire, flood, storms, and earthquakes; 

17.1.3. acts of terrorism, acts of war, and governmental action; or  

17.1.4. any other event that is beyond the control of the party in question.  

17.2. If the delay or non-performance continues for a period of 12 weeks, the party not affected may  terminate the Contract by giving 15 Business Days written notice to the affected party.  

18. Assignments and other dealings 

18.1. Dignity Access may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or  deal in any other manner with any or all of its rights and obligations under the Contract. 18.2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over  or deal in any other manner with any of its rights and obligations under the Contract without the prior  written consent of Dignity Access.  

19. Notices  

19.1. Any notice required or permitted to be given by either party to the other under these Terms &  Conditions shall be in writing and shall be:  

19.1.1. if delivered by hand or by pre-paid first-class post or other next working day delivery  addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified. 

19.1.2. if sent by email to the addresses as nominated and provided for within the Order or the  Contract.  

19.2. Any notice shall be deemed to have been received: 

19.2.1. if delivered by hand, at the time the notice is left at the proper address; 19.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am  on the second Business Day after posting; or 

19.2.3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in  the place of receipt, when Business Hours resume.  

19.3. This clause does not apply to the service of any proceedings or other documents in any legal action or,  where applicable, any arbitration or other method of dispute resolution. 

20. Variations and Waiver 

20.1. The rights and remedies of Dignity Access in respect of the Contract shall not be diminished, waived or  extinguished by the granting of any indulgence, forbearance or extension of time granted by Dignity 

Access to the Customer, nor by any failure of, or delay by Dignity Access in ascertaining or exercising any such rights or remedies. 

20.2. Any waiver of any breach of the Contract by Dignity Access can only be made in writing. No waiver by  Dignity Access of any breach of the Contract or these Terms &Conditions by the Customer shall be  considered as a waiver of any subsequent breach of the same or any other provision. 

21. Severance 

If any of these Terms & Conditions is found to be unlawful, invalid or otherwise unenforceable, that /  those provisions shall be deemed severed from the remainder of these Terms & Conditions (which will  remain valid and enforceable).  

22. No partnership or agency 

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture  between the parties, constitute either party the agent of the other, or authorise either party to make  or enter into any commitments for or on behalf of the other party. 

23. Entire Agreement  

23.1. The Contract constitutes the entire agreement between the parties. 

23.2. Each party acknowledges that in entering into the Contract it does not rely on any statement,  representation, assurance or warranty (whether made innocently or negligently) that is not set out in  the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation  or negligent misstatement based on any statement in the Contract. 

24. Third Party Rights 

The Contract does not give rise to any rights under the Contract (Rights of Third Parties Act) 1999 to  enforce any Conditions under the Contract. 

25. Governing Law and Jurisdiction 

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

25.2. Both parties hereby irrevocably agree to submit to the exclusive jurisdiction of the Courts of England  and Wales to settle any dispute or claim (including any non-contractual disputes) arising out of or in  connection with the Conditions or the Contract.