Terms and Conditions

EIKON LTD STANDARD TERMS AND CONDITIONS OF SALE

Updated 1st November 2025

“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 9.00 am to 5.00 pm (GMT) on any Business Day.
“Customer” means the person who purchases the Goods from Eikon.
“Conditions” means these Standard Terms and Conditions of Sale and any special Terms and Conditions as either referenced in this document or as agreed in writing between the Customer and Eikon.
“Contract” means the contract between Eikon and the Customer for the sale and purchase of any Goods, in accordance with these Conditions and applicable to any accepted Order.
“Customer” means the entity or person who purchases the Goods from Eikon
“Delivery” means delivery or making ready for collection of the Goods at the Delivery Location or as otherwise agreed between the Parties
“Delivery Date” means the approximate date for Delivery.
“Delivery Location” means the location for Delivery as agreed between the Parties (including collection at a Eikon designated location). Where no specific location is agreed, the delivery location shall default to the doorstep/main entrance of the Customer’s premises.
“Eikon” means Eikon Ltd, a company duly incorporated and existing under the laws of England with company registered number 13905934, and its principal office at 38 Port Royal Avenue, Lune Industrial Estate, Lancaster, United Kingdom, LA1 5QP.
“Goods” means any goods or services (as varied from time to time), (including any instalment of the goods or any parts of them) which Eikon is to supply in accordance with these Conditions.
“Order” means an order for Goods placed by the Customer either online, via a purchase order or via any other medium of sale (including but not limited to, telephone etc.) or as otherwise agreed between the Parties in writing.
“Parties” means Eikon and the Customer collectively and each a “Party”.
“Training” means any training provided by Eikon.
“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed by the Parties.
“Warranty Document” means the relevant Imageperfect™ Warranty Data Sheet which is available at
“Document” Documents – Imageperfect (imageperfect-profiles.com)

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a Party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation, law or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.
(f) The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.1 These Conditions apply to any Order placed by a Customer (that has been accepted by Eikon) 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.

2.2 For the avoidance of any doubt where there is a conflict between these Conditions and an Order and/or the Warranty Document, these Conditions shall prevail.

2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. The Customer shall be liable for any losses arising out of incomplete or inaccurate Orders.

2.4 The Order shall only be deemed to be accepted and thus forming part of the Contract, when Eikon expressly confirms their acceptance of the Order. For the avoidance of any doubt, Eikon is under no obligation to accept an Order at any time.

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.6 Any advice or recommendation given by Eikon or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods is followed or acted upon entirely at the Customer’s own risk, and to the extent permitted by law. Eikon shall have no liability to the Customer for any losses arising from Eikon’s advice or recommendations.

2.7 Any samples, drawings, descriptive matter or advertising produced by Eikon, and any descriptions or illustrations contained in Eikon’s catalogues/brochures online or otherwise, are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.8 A quotation for the Goods given by Eikon shall not constitute an offer and is an invitation to treat only. A quotation shall only be valid for a period of 30 calendar days from its date of issue and may be withdrawn by Eikon at any time by their confirming the same to a Customer.

2.9 Any typographical, clerical or other error or omission in any website sales literature, quotation, price list, acceptance of offer, invoice or other document or information published or issued by Eikon shall be subject to correction without any liability on the part of Eikon.

2.10 The Contract does not affect any statutory rights available to the Customer.

3.1 The Goods, as varied from time to time, are described in Eikon’s catalogue online, or set out in a Specification), and are a Quote in all circumstances. Until an Order has been accepted by Eikon, Eikon reserves the right, at their sole discretion, to increase the price off/or vary any Quote for the Goods. Where a Customer does not agree to such an increase/variation, they must notify Eikon within 2 days of receiving a notification of the intended increase otherwise the same shall be automatically deemed to have been accepted by the Customer.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Eikon against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, , loss of anticipated profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Eikon in connection with any claim made against Eikon for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Eikon’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 Eikon reserves the right to make any changes to any Goods and/or Specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to Eikon’ specification, which do not materially affect their quality or performance.

3.4 It is the Customer’s responsibility to independently determine, prior to use, that the Goods are suitable for its purposes and Eikon shall have no liability to the Customer for the Customer’s failure to do so.

4.1 Eikon shall ensure that:

(a) each Delivery is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Eikon reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if Eikon requires the Customer to return any packaging materials to Eikon, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Eikon shall reasonably request. Returns of packaging materials shall be at Eikon’s expense.

4.2 Eikon shall deliver the Goods to the Delivery Location at any time after Eikon notifies the Customer that the Goods are ready for Delivery.

4.3 The Delivery Date is approximate only, and the time of Delivery is not of the essence in any event. Eikon shall not be liable for any losses arising from any delay in Delivery whatsoever. The Customer shall be liable to pay for the Goods in full; irrespective of the Delivery Date being met or not.

4.4 Delivery is completed on the completion of unloading of the Goods or making the goods ready for collection at the Delivery Location where applicable. Where collection is taking place, Delivery shall be completed once the Customer has commenced loading of the Goods onto a vehicle or other method of transport or has signed the Delivery note whichever is the sooner.

4.5 Subject to clause 4.3, and save where due to the Customer’s acts or omissions, if Eikon fails to Deliver the Goods, Eikon’s total its liability shall be subject to the limit set out in clause 13.

4.6 Where the Customer has failed to receive a Delivery (for any reason), Eikon at their sole discretion, may either charge the Customer for any further Delivery attempts or leave the Goods at the Delivery Location at the sole liability and risk of the Customer (irrespective of whether the Customer was present at the time of Delivery or not).

4.7 Notwithstanding clause 4.6, if Delivery is not reasonably possible and/or the Customer fails to receive/accept Delivery of the Goods within three Business Days of Eikon or their agent notifying the Customer that the Goods are ready for Delivery/attempting Delivery, then;

(a) Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Eikon notified the Customer that the Goods were ready; and
(b) Eikon shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.8 If, ten Business Days after the day on which Eikon notified the Customer that the Goods were ready for Delivery and the Customer has yet to receive/accept Delivery of them, Eikon may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.9 If Eikon delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Eikon shall make either a pro rata adjustment to the invoice for the Goods or send any outstanding Goods to the Customer. For the avoidance of any doubt, Eikon shall have no liability to the Customer for any under-orders within the above variance.

4.10 Entirely at their sole discretion, Eikon may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Order; irrespective of whether the Customer only made one Order. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.11 The Customer shall, within 48 hours of Delivery, inspect the Goods for any issues relating to the Goods and report the same to Eikon’s claims handling department within not less than 48 hours of discovery. Where the Customer fails to do this, the Customer shall be deemed to have automatically accepted that the Goods are free from any issues and waives any claims in respect of the same.

4.12 Where any issues are identified and reported in accordance with clause 4.11, Eikon shall use reasonable endeavours to rectify the same.

5.1 Where provided for in an Order, Eikon will provide such training in the use of the Goods for the Customer. Any additional training required by the Customer will be provided by Eikon in accordance with its standard scale of charges from time to time in force and at such times and to such extent as may be agreed between the Parties.

6.1 Only where the Goods are supplied for export from the mainland of the United Kingdom, the provisions of this clause 6 shall apply (subject to any special terms agreed in writing between the Parties).

6.2 Unless otherwise agreed between the Parties in writing, the Goods will be Delivered EX WORKS.

6.3 Payment of all amounts due to Eikon must either be made in advance of despatch or by irrevocable letter of credit opened by the Customer in favour of Eikon and confirmed by a bank acceptable to Eikon. All payments must be made in pounds sterling.

6.4 The Customer is responsible for ensuring that the Goods comply with the laws and regulations of the country to which it requires the Goods to be supplied and for obtaining the necessary export/import licences. Save where restricted by law, Eikon shall have no liability whatsoever for the Customer’s failure to comply with this clause 6.4.

7.1 Where the Customer is to purchase Goods from the Suppler by way of consignment, the Contract shall not apply, and the Parties shall negotiate separate terms for the same.

8.1 Save for where clause 9 applies, Eikon reserves the right to cancel any Order prior to dispatch, installation, or payment (whichever occurs later), without liability to the Customer, except for providing a refund where the Order has already been paid for.

8.2 For the avoidance of any doubt, Eikon is under no obligation to accept Customer requests for cancellation or returns.

8.3 Subject to clause 8.1, where Eikon has accepted a return request, returning or cancelling an Order shall incur an administrative fee of £25 and any other additional costs, including but not limited to, any incidental costs (including re-stocking fees by suppliers, transport costs etc.), storage costs etc.

8.4 Eikon reserves the right to suspend or terminate performance of the Contract where delivery or supply of the Goods is affected by reasons out of Eikons’ reasonable control.

8.5 On cancelation of the Contract/an Order, for any reason the Customer shall return all Eikon materials and any delivered Goods which have not been fully paid for at the Customer’s cost. If the Customer fails to do so, then Eikon may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose save for compliance with this clause 8.5.

8.6 Termination of the Contract or an Order, however arising, shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any default of the Contract which existed at or before the date of termination.

8.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

9.1 Eikon warrants that at the time of Delivery, the Goods shall:

(a) conform with their description and any applicable Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality; and
(d) be fit for any purpose held out by Eikon; and
(e) have a non-use “shelf life” of 2 years from the date of Delivery.

9.2 Following Delivery, the warranties set out in the Warranty Document, as amended by Eikon from time to time, shall apply.

9.3 Subject to clause 9.4 and 9.5, and in accordance with clause 9.2, only if:

(a) the Customer gives notice in writing to Eikon within 5 Business Days of discovery, or within 5 Business Days from when the Customer ought to have discovered, that some or all of the Goods do not comply with the warranty set out in clause 9.1;
(b) Eikon is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Eikon) returns such Goods to Eikon’s place of business at Eikon’s cost, Eikon shall, at its sole discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full. For the avoidance of any doubt, these are the sole and exclusive remedies available to the Customer for any losses arising out of this clause 9.

9.4 Eikon shall not be liable for the Goods’ failure to comply with the warranties set out in clause 9.1 and 9.2 if:

(a) the Customer fails to comply with clause 9.3;
(b) the Customer makes any further use of such Goods after giving notice in accordance with clause 9.3;
(c) the defect arises because the Customer failed to follow Eikon’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(d) the defect arises as a result of Eikon following any drawing, design or specification supplied by the Customer;
(e) the Customer incorrectly uses or incorrectly applies the Goods;
(f) the Customer alters or repairs such Goods (in any way) without the prior written consent of Eikon;
(g) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(h) the Goods differ as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
(i) the Customer fails to make the Goods available for inspection by Eikon (because they have disposed of the same or otherwise) within 14 calendar days of Eikon requesting the same.

9.5 Except as provided in clause 9.3, Eikon shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranties set out in clause 9.1 and in any event, their liability shall not exceed the limits of liability as provided for in clause 13.

9.6 Any implied terms provided for by law are, to the fullest extent permitted by law, excluded from the Contract.

9.7 Where any Goods have been repaired or replaced, under this clause 9, the remainder of any existing warranty period shall apply. Where the warranty period has expired, or no warranty was provided, unless otherwise agreed between the Parties in writing, there shall be no warranty period for the repaired/replaced Goods.

10.1 Unless otherwise agreed between the Parties in writing, risk in the Goods shall pass to the Customer on completion of Delivery provided payment in full has been received.

10.2 Title in the Goods shall not pass to the Customer until the Eikon has received in cash or cleared funds, payment in full of the price of the Goods (plus VAT and other applicable charges) and all other sums which are, or which become due to Eikon from the Customer on any account. Where Title in the Goods has not passed, the Customer shall hold the Goods as a bailee of Eikon.

10.3 Until such a time as title in the Goods has transferred to a Customer, the Customer shall, in their capacity as a bailee:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Eikon’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Eikon immediately if it becomes subject to any of the events listed in clause 10.6; and
(e) give Eikon such information as Eikon may reasonably require from time to time relating to:

1. (i) the Goods; and
2. (ii) the ongoing financial position of the Customer.

10.4 Further to clause 10.3, where the Customer makes a new object from the Goods, whether finished or not, or the Customer mixes the Goods with other any other goods (to form a new object) or the Goods become part of other goods (“New Goods”) ,before title in the Goods passes to the Customer, the Customer agrees with Eikon:

(a) that title in the New Goods immediately passes to Eikon (to the exclusion of any liabilities in respect of the same);
(b) that until payment of all sums owing to Eikon whether under these Conditions or any other contract, the Customer will hold the New Goods on trust for Eikon;
(c) if required by Eikon, to store the New Goods in a manner that clearly shows the ownership of Eikon and in accordance with clause 10.3 in any event;

(d) that where the Customer is in default of these Conditions and notwithstanding any other clause in these Conditions, Eikon may, at their sole discretion, remove any applied, mixed or installed Goods at the Customer’s cost; and

(e) that Eikon shall have a lien over any monies paid by a customer of the Customer to the Customer up to the amount owed by the Customer to Eikon for the relevant Goods.

10.5 Further to 10.4, until the Goods are paid for in full, Eikon authorises the Customer to sell the Goods as its agent. However, the Customer shall not represent to any third parties that it is acting in any way for Eikon. Eikon will not be bound by any contracts with third parties to which the Customer is a party. The Customer shall ensure that:

(a) records are kept by the Customer of any Goods owned by Eikon.
(b) the proceeds of any sale of the Goods shall be paid into a separate account and held in trust for Eikon. The Customer shall account to Eikon for the price of the Goods

10.6 Should the Customer die/cease to exist, stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy laws or, being a company, calls a meeting for the purpose of or to go into liquidation or has a winding-up petition presented against it or has a receiver or administrator appointed, Eikon may, at its option, and notwithstanding its waiver of such default or failure and without prejudice to its other rights under these Conditions or require payment before or on delivery or may repossess and take over the Goods and dispose of same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale. Notwithstanding clause 10.2, Eikon may set off any sums owed to the Customer against any Goods which have not been paid for.

10.7 Being in default of clause 10.3 will result in all money owing by the Customer to Eikon (without affecting any of Eikon’s other rights or remedies) becoming immediately due and payable. Once title in the Goods has passed to the Customer, it is entitled to resell or use the Goods in the ordinary course of its business.

11.1 The price of the Goods shall be the price set out in a Quote or as confirmed by Eikon on their website or otherwise (in any communication from Eikon to the Customer; subject to duration and any relevant eligibility in any event). For the avoidance of any doubt, no Order, Q or quote or price is binding on either Party unless accepted by Eikon and, subject to any other section of the Contract, a Quote may be withdrawn at any time by Eikon and at no liability to the Customer.

11.2 Eikon may, by giving notice to the Customer at any time before Delivery, reasonably increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond Eikon’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Eikon adequate or accurate information or instructions.

11.3 Eikon reserves the right to withhold delivery of any Goods if any sums are outstanding from the Customer, regardless of whether they relate to the same or a different Order.

11.4 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Eikon at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer either separately or as part of the invoice for the Goods.

11.5 Where applicable, the cost of pallets and returnable containers will be charged to the Customer in addition to the price of the Goods, but full credit will be given to the Customer provided they are returned undamaged to Eikon before the due payment date.

11.6 Unless otherwise agreed between the Parties in writing, Eikon shall be entitled to invoice the Customer for the Goods on or at any time after Delivery. If the Goods are to be collected by the Customer or if the Customer fails to take Delivery of the Goods, Eikon shall be entitled to invoice the Customer at any time after notifying them that the Goods are ready for collection or (as the case may be) .after an attempted delivery.

11.7 10.611.7 Where Eikon agrees that payment for the Goods may be made by a third party on behalf of the Customer, Eikon will raise an invoice addressed to the third party for the Goods, and the Customer must promptly execute and comply with such of that third party’s terms and conditions as are necessary to ensure payment is made to Eikon in accordance with the time scales set out in clause 11.8. Should the Customer fail to comply with the third party’s terms and conditions such that payment is not made to Eikon in accordance with clause 11.8, then the Customer becomes liable for payment of the invoice, notwithstanding its agreement for payment by a third party, and the entire price shall immediately become payable by the Customer. For the avoidance of any doubt, where a third party has made or is to make payment on behalf of a Customer, this does not create any relationship or liability between Eikon and the third party. All liabilities in respect of the third party shall be between the Customer and the third party.

11.8 Unless otherwise agreed between the Parties in writing, the Customer shall pay each invoice submitted by Eikon:

(a) less any discount to which the Customer is entitled to (but without any other deduction); and
(b) by the date stipulated on the invoice and in full and in cleared funds to a bank account nominated in writing by Eikon in the currency invoiced. Where no payment or due date is stipulated, the invoice shall be payable within 30 calendar days. Time for payment shall be of the essence of the Contract.

11.9 Eikon reserves the right to vary its payment terms (including but not limited to, its nominated back account, method of payment etc.) at any time by notifying the Customer.

11.10 If the Customer fails to make a payment due to Eikon under the Contract by the due date, then, without limiting Eikon’s remedies under these Conditions, and at Eikon’s sole discretion, the Customer agrees that Eikon can:

(a) charge the Customer interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.10(a) will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 10% a year for any period when that base rate is below 0%.
(b) Eikon may suspend any further Orders/deliveries to the Customer (without any liability to Eikon);
(c) require that the Customer returns any unpaid for Goods (at the Customer’s sole expense);
(d) enter into any premises of the Customer or any third party where the Goods are stored and repossess the Goods;
(e) require immediate payment of any other outstanding invoices whether or not due for payment; and
(f) commence court proceedings against the Customer for any outstanding sums owed.

11.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.12 Any extension of credit allowed to Customer may be changed or withdrawn by Eikon, at its sole discretion, and without notice.

12.1 Goods sold or supplied by Eikon may be subject to copyright (whether owned by Eikon or a third party) and the Customer covenants not to breach, infringe or prejudice any intellectual property and copyright associated with the Goods without approval from Eikon or the third-party licensor from whom Eikon derives the right to use such intellectual property. The Customer agrees to indemnify and hold Eikon entirely harmless for any losses arising out of their default of said covenant.

12.2 For the avoidance of any doubt no intellectual property vested in Eikon shall transfer to tThe Customer at any time. However, Eikon grants the Customer a royalty-free, fully paid-up, worldwide, non-exclusive license to use or re-sell the Goods.

12.3 All intellectual property created as a result of any collaboration between Eikon and a Customer, shall be, and shall remain, Eikon’s intellectual property .unless otherwise agreed in writing.

13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by law.

13.2 Save where restricted by law and sSubject to clauses 13.1 and 13.3, Eikon’s total liability to the Customer, shall not exceed the value of the Goods for which the liability gives rise to in any event. For the avoidance of any doubt, this limitation of liability also applies to any costs and interest.

13.3 Notwithstanding any other clause in these Conditions, and save where restricted by law, Eikon shall not be liable to the Customer for any losses which are for:

(a) loss of profits or anticipated profits;
(b) loss of revenue or anticipated revenue;
(c) loss of goodwill or damage to reputation;
(d) loss of a contract/customer or an anticipated one;
(e) loss or corruption of data;
(f) loss of savings or anticipated savings; and
(g) where not provided for above, any other indirect or consequential losses.

Even if such losses were foreseeable and notwithstanding that the Customer was aware or ought to be aware of the possibility that such losses were in contemplation of Eikon.

13.4 This clause 13 shall survive termination of the Contract.

14.1 The Customer must notify Eikon, in writing, of any Customer claim (including any intended claim), against Eikon within 4 calendar weeks from the date of the loss or within 4 calendar weeks from the date that the Customer ought to have been aware of the loss, whichever is the longer.

14.2 Where the Customer has failed to notify Eikon in accordance with clause 14.1, the Customer shall be deemed to have waived any rights to bring such a claim against Eikon.

14.1 Eikon shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event (including but not limited to, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action, manufacturing issues (arising from a force majeure event only) , lack of stock/raw materials (arising from a force majeure event only) or lockouts or pandemic).

16.1 Assignment and Other Dealings

(a) Eikon may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Eikon.

16.2 Privacy

(a) The Customer’s data protection and privacy rights under the Contract are set out in Eikon’s Privacy Policy which is available on the Eikon website.

16.3 Entire Agreement

(a) The Contract constitutes the entire agreement between the parties.
(b) 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.

16.4 Variation. Eikon reserves the right to vary these Terms and Conditions at any stage, and it is the Customer’s sole responsibility to ensure they are aware of the correct terms and conditions as available on Eikon’s website or available upon request.

16.5 Waiver

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.6 Severance

(a) If any provision or part-provision of these Conditions 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 Conditions.
(b) If any provision or part-provision of these Conditions is deemed deleted under clause 16.6(a), 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.

16.7 Third Party Rights. The Contract does not give rise to any third-party rights.

16.8 No Partnership. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.

16.9 Governing Law. The Contract, 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 accordance with the laws of England.

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