Notice of Assignment 
Any account passed to Manta 79 Financial is to be worked solely by Manta79 Ltd, Manta 79 Financial must be made aware of any contact immediately which is not via our channels. You agree that Manta 79 Financial has the authority to work accounts on your behalf as per the Terms and Conditions provided once an account is provided to us.  
You agree all accounts transferred will be Commercial/B2B accounts not subject to regulation by the FCA or any other body and hold no Consumer Credit Regulated status.  If this is incorrect you agree to be liable for all costs and damages incurred by Manta 79 LTD, its employees or Directors.


Terms and Conditions for the provision of Debt Collection & Associated Services
The attention of the Client is particularly drawn to the provisions of clause 9.
1.	INTERPRETATION
1.1	Definitions. In these Conditions and the Contract Summary, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the commission charges and other amounts payable by the Client calculated in accordance with the Contract Summary and clause 6.
Client: the person, firm or company purchasing the Services from Manta79 Financial.
[Code of Conduct: Manta79 Financials’ internal code of conduct for the provision of Debt collection and associated services, as may be revised from time to time.]
Conditions: these terms and conditions as amended or supplemented from time to time in accordance with clause 13.8.
Contract: the contract between Manta79 Financial and the Client for the supply of Services, comprising the Contract Summary and these Conditions.
Contract Summary: The Contract Summary issued by Manta79 Financial setting out details of the Services to be supplied to the Client. This may also take the form of a confirmation E-Mail or assignment notice form.
Debtor: refers to any of the Client’s Debtors in relation to which Debt collection Services are to be provided by Manta79 Financial (and Debtor Account and Debt shall have a corresponding meaning). 
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Minimum Commission Charge: means £100 plus VAT (or such other amount as may be specified in the Contract Summary).
Services: The Debt collection and/or associated services to be supplied by Manta79 Financial to the Client under the Contract, as set out in the Contract Summary and as described in more detail in the Services Description (if any).
Services Description: the description or specification of relevant Services provided in writing by Manta79 Financial to the Client from time to time.
Manta79 Financial: Manta79 Ltd (registered in England and Wales with company number 12836104).
1.2	Construction. In these Conditions, the following rules apply:
(a)	A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors or permitted assigns.
(b)	A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c)	A reference to writing or written includes faxes and e-mails. 
2.	BASIS OF CONTRACT
2.1	Any order issued by the Client for Services (whether written or verbal) constitutes an offer by the Client to purchase Services in accordance with these Conditions. A legally binding contract shall not be formed until the parties have signed the Contract Summary at which point and on which date the Contract shall come into existence incorporating these Conditions. 
The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Manta79 Financial which is not set out in the Contract. The Contract Summary and these Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2	The description of the Services is as set out in the Contract Summary and any Services Description(s) passed to the Client specifically in connection with the Contract. Any general descriptive matter or advertising issued by Manta79 Financial, and any descriptions or illustrations contained in the catalogues or brochures of Manta79 Financial, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
[Any quotation given by Manta79 Financial shall not constitute an offer, and is only valid for a period of [20] Business Days from its date of issue.]
3.	PROCEDURES FOR DEBT RECOVERY
3.1	Upon any new Debtor Account being referred to Manta79 Financial for the provision of Debt collection Services (subject to Manta79 Financial confirming it accepts such Debtor Account):
(a)	the Client must immediately cease all debt collection activity with regards to that Debtor Account (both by itself or through any third party agents) and ensure that Manta79 Financial are the only debt collection agency collecting Debts from that Debtor;  
the Client must notify Manta79 Financial of all relevant disputes and/or circumstances (if any) which may have resulted in the relevant Debts not being paid; 
(b)	the Client must promptly supply Manta79 Financial with an original copy of the Client’s invoice(s) and/or proof of order(s) and any other relevant information required by Manta79 Financial to assist with the Debt collection Services; 
the Client must promptly provide Manta79 Financial with all up-to-date contact information which the Client holds for the Debtor; and
(c)	all monies subsequently paid by the Debtor (whether to Manta79 Financial or to the Client) are deemed to have been collected by Manta79 Financial and will be subject to Charges under the Contract.
3.2	If the Client intends to withdraw any Debtor Account from Manta79 Financial under the Contract, the Client shall give not less than 30 days’ prior notice in writing to Manta79 Financial. Upon expiry of such 30 day period:
(a)	the Debtor Account shall be transferred back to the Client immediately if no payment plan has already been agreed between Manta79 Financial and the Debtor concerned; and/or
if any payment has been already been agreed between Manta79 Financial and the Debtor and the payment date (or any of them if more than one) falls after expiry of the 30 day period, Manta79 Financial shall be entitled to retain the Debtor Account until the final payment agreed has been collected. Upon receipt of this final payment the Debtor Account will be transferred back to the Client.
3.3	During the provision of Debt collection Services, Manta79 Financial agrees that it shall:
(a)	approach all Debtors promptly and courteously, by letter, electronic correspondence and telephone only;
	(If requested by the Client) provide confidential advice to the Client as to a Debtor’s history of defaults, judgements and relevant financial information, if available;
(b)	pursue each Debt diligently until collection, court action or until the Debt is written off; account to the Client for Debt amounts recovered (after deduction of relevant Charges) in accordance with clause 6, and notify the Client in any case where Debt recovery or other Services have not been successful;
(c)	(if requested by the Client) provide additional administrative and other ancillary Services (including preparing letters before action, court forms and initiating legal proceedings to recover relevant Debts, or undertaking dispute resolution) of the kind referred to in the Contract Summary, in which event the Client will be responsible for all associated Charges for such Services in accordance with clause 6.2(h); and
provide to the Client regular reports of Debts collected from Debtors and maintain accurate records of all relevant transactions in relation to the Services.
3.4	In the event that a Debtor no longer trades at the address(es) provided by the Client, and Manta79 Financial cannot identify a new address, the need may arise to undertake tracing Services, and the Client will be responsible for all costs of such tracing Services (in the amount specified in the Contract Summary). [Manta79 Financial will always obtain the Client’s authority before undertaking such tracing Services]. Manta79 Financial will not be held responsible for any Debts which are collected by third party agents or held by banks or any other financial institutions that are not remitted to Manta79 Financial for any reason.
3.5	Wherever applicable under the underlying contract between the Client and a Debtor, Manta79 Financial may at its discretion add late payment and interest charges to each Debt owing (under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended)). In the event that such late payment and interest charges are collected from the Debtor, they will be retained by Manta79 Financial (in addition to the Charges payable under the Contract) unless otherwise agreed in writing with the Client.
4.	SERVICES DESCRIPTIONS & STANDARDS
4.1	Manta79 Financial shall supply the Services to the Client in accordance with the relevant Services Description in all material respects, and using reasonable care and skill. In relation to the provision of Services, Manta79 Financial agrees that it shall conform to Manta79 Financials’ own Code of Conduct and under UK Law
4.2	Manta79 Financial shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Manta79 Financial shall notify the Client in any such event.
5.	OBLIGATIONS OF THE CLIENT
5.1	The Client agrees that it shall:
(a)	ensure that the terms of the Contract Summary and any Services Description are complete and accurate and accepted prior to signing the Contract Summary; co-operate with Manta79 Financial in all matters relating to the Services;
(b)	provide Manta79 Financial, its employees, agents, consultants and subcontractors, with such information and assistance as Manta79 Financial may reasonably require in order to correctly identify, locate and contact Debtors, (including all names, addresses and telephone numbers) and otherwise to supply the Services, and to and ensure that such information is accurate in all material respects; pay Manta79 Financial for all Services rendered to the Client at the rates and in the amounts set out in the Contract Summary and in accordance with clause 6 below; 
(c)	obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; perform its obligations set out in clause 3 relating to Debtor Accounts being referred to Manta79 Financial for collection;
(d)	(Without prejudice to the generality of clause 5.1(f)) promptly notify Manta79 Financial of all communications with (or received from) Debtors following referral of Debtor Accounts to Manta79 Financial for collection. If the Debtor contacts the Client to discuss any relevant Debt, the Client must advise the Debtor to contact Manta79 Financial regarding all negotiations and notify Manta79 Financial accordingly, and the Client must avoid any contact with the Debtor in relation to the recovery of the Debt; and advise Manta79 Financial immediately upon receipt of any Debt payments remitted by the Debtor to it directly, and to indemnify Manta79 Financial in respect of any errors made by the Client in this respect. (Manta79 Financial may contact Debtors to discuss or verify any such Debt payments which may have been made to the Client directly).
5.2	If the performance of Manta79 Financial of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a)	Manta79 Financial shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the performance of Manta79 Financial of any of its obligations; Manta79 Financial shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of Manta79 Financial to perform any of its obligations as set out in this clause 5.2; and 
(b)	the Client shall reimburse Manta79 Financial on written demand for any costs or losses sustained or incurred by Manta79 Financial arising directly or indirectly from the Client Default.
5.3	Without prejudice to clause 5.2, the Client shall indemnify Manta79 Financial against any and all costs, claims, liabilities and expenses (including the legal costs and associated disbursements) which arise or are incurred by Manta79 Financial as a result of any incomplete or inaccurate information provided by the Client (or its employees or agents) to Manta79 Financial. 
6.	CHARGES AND PAYMENT
6.1	The Client shall pay Manta79 Financial the Charges and all other amounts set out in the Contract Summary at the relevant rates and in the amounts specified (subject to any variation in such rates and amounts under clause 6.8 from time to time) for all Services provided.
In relation to the Charges under the Contract:
(a)	the standard Charges for recovery of a Debt shall comprise a commission calculated as the relevant percentage of each Debt recovered (at the relevant rate specified in the Contract Summary by reference to the time by which the Debt is overdue). Such Charges shall become due in full on collection of the relevant Debt, or in appropriate cases upon collection of the first instalment thereof (save and except in the circumstances listed in sub-clauses 6.2(d) - 6.2(g) inclusive below when the Charges shall become due immediately based upon the amount of the original amount of the Debt); a Minimum Commission Charge applies on each Debt collected, which shall apply in place of the Charges calculated at the commission rate (in accordance with sub-clause 6.2(a)) if the Charges so calculated for any Debt are less than the Minimum Commission Charge;
(b)	when calculating its Charges based on the commission rates (in the Contract Schedule) as specified in sub-clause 6.2(a), Manta79 Financial shall determine the time by which the Debt is overdue upon the original date for payment of the Client’s invoice (not the date upon which the Debt was registered with Manta79 Financial); the Charges shall be payable in accordance with the Contract irrespective of the method of payment by a Debtor of the Debt amounts owed, and whether any Debtor payment is made to Manta79 Financial or directly to the Client (including where Debt are recovered via deductions from a Debtor’s salary, or by set-off from other amounts due);
(c)	Charges shall be payable by the Client on a Debt even if the Client writes off the Debt in circumstances where Manta79 Financial has previously arranged payment of the Debt with the Debtor (even if Manta79 Financial has not actually collected the Debt at that time);
Charges shall be payable by the Client even if a Debt has been settled by the Debtor by way of returned or seized goods. (It will be assumed in such circumstances that those goods returned or seized have a value of 50% of their contract value, and Charges will be levied accordingly);
(d)	[Charges will be payable by the Client in full in the event that a Debt is withdrawn or cancelled by the Client prior to Manta79 Financial exhausting all collection activities;] and the Client shall be responsible for payment of all solicitors’ fees, court costs, tracing fees, collection notices, letters before action and any other amounts and disbursements which may be incurred in the course of the Debt collection process, including (where applicable) those listed in the Contract Summary, in addition to the commission Charges payable on Debts collected as envisaged in sub-clause 6.2(a), in the amounts specified in the Contract Summary (or if no rates are specified, at Manta79 Financials’ standard rates from time to time).
(e)	[Charges will be payable by the Client in full in the event that a Debt has been previously paid;] If the client or Debtor acknowledges that any identification of payments related to the debt make the debt paid or uncollectable after, or, facilitated by Manta79 Financials involvement, obligates the client to pay all fees and commissions due to Manta79 Financial in full as this will be deemed to have been collected by Manta79 Financial.
6.2	Manta79 Financials’ usual practice is to deduct its Charges from any amounts held by Manta79 Financial on the Client’s behalf (including Debts monies collected by Manta79 Financial) by way of set-off, and the Client expressly consents to this method of payment. All Debt monies collected (after deduction of Charges and other amounts due) will be remitted to the Client within 30 days of receipt, subject to such funds being cleared in Manta79 Financials’ bank account at that time. In relation to payment of any Charges or amounts owing to Manta79 Financial under the Contract which cannot be deducted from amounts already held by Manta79 Financial as envisaged in clause 6.3 (including in the circumstances described in sub-clause 6.2(d) to sub-clause 6.2(g) inclusive above), the Client shall pay each invoice submitted by Manta79 Financial:
(a)	within 14 days of the date of the invoice; and
in full and in cleared funds to a bank account nominated in writing by Manta79 Financial, and
(b)	time for payment shall be of the essence of the Contract. 
The Client shall pay all amounts due in full without any deduction or withholding `except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Manta79 Financial in order to justify withholding payment of any such amount in whole or in part. 
6.3	All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Manta79 Financial to the Client, the Client shall, on receipt of a valid VAT invoice from Manta79 Financial, pay to Manta79 Financial such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. The Client shall reimburse Manta79 Financial in full for any Debts collected which Manta79 Financial remits to the Client but which are subsequently recalled by the Debtor’s bank, credit card company or financial representatives.
6.4	Any bank charges which arise out of the transfer of funds (either to Manta79 Financial from the Debtor, or on transfer of funds to the Client) and any shortfall that arises out of currency fluctuations will be borne by the Client. Manta79 Financial reserves the right to increase its Charges (including commission rates and other changes specified in the Contract Summary) at any time, [provided that such rates and charges cannot be increased more than once in any 12 month period]. Manta79 Financial will give the Client written notice of any such increase [3] months before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify Manta79 Financial in writing within [4] weeks of the date of the notice provided by Manta79 Financial and Manta79 Financial shall have the right without limiting its other rights or remedies to terminate the Contract by giving [4] weeks' written notice to the Client. 
6.5	Without limiting any other right or remedy of Manta79 Financial, if the Client fails to make any payment due to Manta79 Financial under the Contract by the due date for payment (Due Date), Manta79 Financial shall have the right to charge late payment and interest charges under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended)).
7.	INTELLECTUAL PROPERTY RIGHTS
7.1	All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Manta79 Financial. 
The Client acknowledges that, in respect of any third party Intellectual Property Rights, the use by the Client of any such Intellectual Property Rights is conditional on Manta79 Financial obtaining a written licence from the relevant licensor on such terms as will entitle Manta79 Financial to license such rights to the Client. 
8.	CONFIDENTIALITY
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the business of Disclosing Party or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the obligations of the Receiving Party under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.
9.	LIMITATION OF LIABILITY
9.1	Nothing in these Conditions shall limit or exclude the liability of Manta79 Financial for:
(a)	death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
fraud or fraudulent misrepresentation; or
(b)	breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2	Subject to clause 9.1:
Manta79 Financial shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and the total liability of Manta79 Financial to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty.
9.3	Except as set out in these Conditions, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. Manta79 Financial shall use all reasonable endeavours to ensure that all Debts due by Debtors are collected in full, but Manta79 Financial gives no guarantee of recovery and will not be liable to the Client for any failure to recover Debts from Debtors in part or at all. 
9.4	The Client acknowledges that Manta79 Financial shall not be responsible for any negligent acts or omissions of third parties (including the courts, solicitors or tracing agents).Manta79 Financial shall use all reasonable endeavours to meet any performance dates agreed in writing (if any) for performance of the Services, but unless agreed in writing any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
9.5	This clause 9 shall survive termination of the Contract.
10.	TERMINATION
10.1	Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a)	the other party commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within [30] days of receipt of notice in writing of the breach; 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 (being a company) is deemed unable to pay its Debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its Debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 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 (where a company) 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; 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 (being a company) 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;
(b)	the other party (being an individual) is the subject of a bankruptcy petition order; 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 its assets and such attachment or process is not discharged within 14 days;
(c)	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); a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(d)	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; 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 10.1(b) to clause 10.1(I) (inclusive);
(e)	the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.2	Without limiting its other rights or remedies, Manta79 Financial may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment. Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party [12] months' written notice.
10.3	Without limiting its other rights or remedies, Manta79 Financial shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Manta79 Financial if the Client becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(l), or Manta79 Financial reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
11.	CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a)	the Client shall immediately pay to Manta79 Financial all of the outstanding unpaid invoices and interest of Manta79 Financial and, in respect of Services supplied but for which no invoice has been submitted, Manta79 Financial shall submit an invoice, which shall be payable by the Client immediately on receipt;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(b)	clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.	DATA PROTECTION
12.1	If Manta79 Financial processes any personal data on the Client's behalf when performing its obligations under the Contract, the parties record their intention that the Client shall be the data controller and Manta79 Financial shall be a data processor and in any such case:
(a)	the Client shall ensure that it is entitled to transfer the relevant personal data to Manta79 Financial so that Manta79 Financial may lawfully use, process and transfer the personal data in accordance with the Contract on the Client's behalf;
the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(b)	Manta79 Financial shall process the personal data only in accordance with the terms of the Contract and any lawful instructions reasonably given by the Client from time to time; and
each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
13.	GENERAL
13.1	Force majeure:
(a)	For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Manta79 Financial including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Manta79 Financial or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. Manta79 Financial shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(b)	If the Force Majeure Event prevents Manta79 Financial from providing any of the Services for more than [12] weeks, Manta79 Financial shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
13.2	Assignment and subcontracting:
(a)	Manta79 Financial may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Client shall not, without the prior written consent of Manta79 Financial, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.3	Notices:
(a)	Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number. Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission. 
(b)	This clause 13.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
13.4	Waiver:
(a)	A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.


13.5	Severance:
(a)	If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.6	No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. 
Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.7	Variation: Except as set out in these Conditions, any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Manta79 Financial. From time to time, Manta79 Financial may give the Client notice of reasonable additional requirements or conditions relating to particular Services, or a Contract generally, in addition to those set out in these Conditions.  The Client agrees that it will comply with any such reasonable additional requirements or conditions or changes to these Conditions as notified to it from time to time. [Note: Manta79 Financial cannot generally change the terms of the conditions for an existing contract without the Client’s agreement, but can of course do so for future contracts] 
Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.