13.1. Assignment. Client will have no right to assign or transfer its rights and obligations under the Order Form and the present Terms and Conditions, in whole or in part, by operation of law or otherwise, without SDL’s prior written consent (no t to be unreasonably withheld).
13.2. Independent Contractor. The relationship of SDL to Client is that of an independent contractor and shall not be deemed to create a partnership or joint venture or employment agreement by or between Client (or its trainees) and SDL (or its personnel/contractors/agents) . Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
13.3. Severability. If for any reason a court of competent jurisdiction finds any provision of the Order Form and/or the present Term and Conditions invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Order Form and/or these Terms and Conditions will remain in full force and effect.
13.4. Amendments. Except as expressly agreed to by each party’s authorized representative in the relevant Order Form, the Order Form may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized representative of SDL and Client.
13.5. Waiver. The failure by either SDL or Client to enforce any provision of the Order Form and/or the present Term and Conditions will not constitute a waiver of future enforcement of that or any other provision.
13.6. Rights of Third Parties. Except where expressly provided to the contrary, the Order Form and the present Terms and Conditions do not intend to benefit anyone other than the parties to it and, in particular, no term shall be enforceable under the Contracts (Rights of Third Parties) by a third party.
13.7. Notices. All notices required or permitted under the Order Form and/or the present Terms and Conditions will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth in the Order Fo rm or to such other address as may be specified by either party to the other in accordance with this Term . Either party may change its address for notices under the Order Form by giving written notice to the other party by the means specified in this Term.
13.8. Governing Law. Th e Order Form and the present Term and Conditions will be governed by and construed in accordance with the laws of England and Wales, excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under the Order Form and/or the present Term and Conditions will be brought exclusively in the English Courts and Client hereby irrevocably consent s to the personal jurisdiction and venue therein.