Last updated: October 31, 2017
CareBig Limited Registered in England and Wales with company registration number: 10607389. Registered office: Shine, Harehills Road, Leeds LS8 5HS
1. DEFINITIONS AND INTERPRETATION
“Carers”: means individuals working on self-employed basis and offering their services via CareBIG. “Care Seekers” or “users”: refers to individuals using CareBIG to engage the services of self -employed “Carers” to enter into a contractual relationship. “Registered Data” / “Personal Data”: this will include your first name, first three digits of your postcode, gender
2.1. The CareBIG website provides an online platform where self-employed Carers and Care Seekers can connect with one another. We provide the ability for Care Seekers to search our online database of self-employed Carers, messaging functionality between Carers and Users and review system to leave feedback.
2.2. We do not provide care. Instead, we are classed as an “introductory agency” as per CQC guidelines. In line with these guidelines we are not permitted to make changes to the care plan, provide rotas or effect control of how care is provided. We do not employ Carers. We are neither an employment agency or care agency, neither do we directly supply Carers to Care Seekers.
2.3. The use of the tools provided by CareBIG are strictly on a self-employed basis and Carers or Users use them at their own risk. We do not take any responsibility for when such tools do not work. We do not accept any liability for losses damages caused when such tools are down or not functioning correctly.
2.4. The information contained on the website does not represent any statement by the Company as to the suitability or otherwise of the Care Seekers for Carers. Nor does the Company accept any responsibility or liability whatsoever of the quality, suitability or timeliness of the Carers. It is entirely the Care Seekers responsibility to ensure the suitability of any Carer engaged.
2.5. The Company disclaims any liability for controversies, losses, injury, accidents, claims or damages arising out of the use of the online tools provides, the engagement of Carers all the provision of care services by Carers.
3.REGISTRATION AND RULES OF CONDUCT AND USE OF SERVICE
3.1 By registering with the Company, you confirm that:
(a) you understand and accept these terms of business; (b) you are resident in the United Kingdom; (c) you are at least 18 years of age; (d) you are legally capable of entering into binding contracts; (e) you have provided information which is true, accurate and current; (f) you will maintain information to ensure it remains accurate, true and current. Such information shall include your availability to provide care (where appropriate); (g) you will monitor your account and respond promptly to any contact from us all from a Care Seeker or Carer; (h) where registering on behalf of someone else you confirm that you are authorised to do so and confirm that the information provided is true and accurate to the best of your knowledge and belief; (i) you understand that once you have registered as a Registered User of our website. Registered Users may request care as required or may apply to supply care as applicable. You understand that the terms of business apply irrespective of which of these rules you perform; (j) you understand that we reserve the right to suspend or terminate your account indefinitely for any reason without notice or liability to you; (k) you understand that we may deactivate your account if you have not logged on to the website and/or used our service for a period of 3 months or more (as calculated by the date of the last connection to the website); (l) you confirm that you will not provide any medical care to any Care Seeker; (m) you will provide any care in accordance with terms agreed with Care Seekers, using your reasonable care and skill in accordance with all relevant regulations and requirements; (n) you will provide us with any requested references and vetting information as soon as practicable; (o) you will arrive promptly to provide any care which you have agreed to provide and notify the Care Seeker in advance where you be late or unable to provide the care which you have agreed to provide; (p) you will keep information about other Registered Users confidential; (q) you understand that you will not discriminate against a Carer or Care Seeker on the basis of skin colour, nationality, disability, age, gender, sexual orientation, marital status or any other potential source of discrimination; (r) you understand that behave in a manner professional and with honesty and integrity; (s) you understand that you must disclose where you are a member of your household has been the subject of a restraining order, complaint, only other legal action involved with being arrested for, charged with, or convicted of any criminal offence involving violence, abuse, neglect, theft and fraud, or any offence that involves endangering the safety of others, dishonesty, negligence, drugs, and are currently or have been ex-offenders register or similar list; (t) you understand that the arrangement in relation to rates of pay are agreed between the Carer and Care Seeker; (u) you understand that you are responsible for your own personal safety as a Registered User and should take all necessary precautions when meeting someone for the first time; (v) you understand the risks involved in participating in an introductory agency service and you hereby waive any rights to claims for damages from the Company in relation to our services; (w) you understand that any dispute between Care Seeker and Carer must be resolved between the parties and we do not accept any liability for claims, demands or direct or indirect damages arising from disputes and (x) and you understand that we may, from time to time, vary the terms and conditions of business.
4. USE OF CARE SEEKER/PERSONAL ASSISTANT DATA
4.1. Carers agree that any Registration Data/Personal Data will be shared with Care Seekers where matches are made. The provision of this information is deemed relevant to allow Care Seekers to make a decision prior to any booking. 4.2. We shall not, except in accordance to our terms and conditions, disclose confidential sensitive information about you to other Registered Users or third parties without your consent. 4.3. Where you are provided with any username, password or any other piece of information is part of our security procedures, you must treat such information as confidential, you must not disclose it to a third party, other than those authorised by you. We reserve the right to disable or suspend any user identification code or password, whether chosen by you or allocated by us, any time, if in our opinion you have failed to comply with any of our terms and conditions.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. We are the owners or the licensee of the intellectual property rights contained in the website and in the material published on it. You must not use any of our website content for your personal use. 5.2. The CareBIG name and logo are trademarks of CareBIG. Nothing contains these terms business for the website may be construed as conferring any license or right to use the intellectual property of materials care, name or logo of CareBIG or any third party. 5.3. We also reserve the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the site constitutes a violation of their intellectual property rights, or of their right to privacy.
6. Carer CHECKS
6.1 We make all reasonable efforts to check the identity of Carers. This includes: (a) Existing DBS checks; (b) Passport to confirm identity and right to work in the United Kingdom; (c) Qualifications and training certificates where available; (d) References where permission is granted.
6.2 We do not: (a) Check full employment history care experience and recommend that Care Seekers conclude their own assessment of a Carers suitability before engaging with the services. We recommend that an interview is undertaken in person, identification documentation is checked, experience, training, qualification documentation is requested and that references are obtained.
7. INSURANCE REQUIREMENTS
7.1 All Care Seekers should check their insurance cover prior to any engagement to ensure that it allows for a Carer to work in their home and should verify with Carers if they have their own independent insurance cover.
8. CARE SEEKER REQUIREMENTS
8.1 As a Care Seeker you will provide a safe working environment for Carers. 8.2 As a Care Seeker you understand that the rate of pay for any care provided by a Carer will be agreed between the parties. 8.3 As a Care Seeker you understand the responsibility to decide the suitability of any Carer in accordance with your needs and requirements.
9.1 This clause sets out the entire financial liability of CareBIG (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of any breach of the Terms and Conditions; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement. 9.2 Except as expressly set out in these terms of business, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from the terms of business. 9.3 Nothing in these terms of business limits or excludes the liability of CareBIG for death or personal injury resulting from negligence; or for any damage or liability incurred by the Carer or Care Seeker as a result of fraud or fraudulent misrepresentation by CareBIG. 9.4 Subject to clause 9.3: a) CareBIG shall not be liable for loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and b) CareBIG total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to any payments made.
10.1 Each party shall at all times keep secret and confidential all technical or commercial know-how, specifications, inventions, processes, initiatives, business and trade secrets, methods of doing business, client lists, Applicant details and all other information of a confidential nature ("Confidential Information") which has been disclosed to that party (the "Receiving Party") or the Receiving Party\'s agent by the other party (the "Disclosing Party"), the Disclosing Party\'s employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party\'s business or its products which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging its obligations under the terms of business, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. 10.2 Clause 10.1 above shall not apply to confidential information which: a) is in the public domain or is already lawfully known to either party at the time of disclosure; or b) subsequently comes lawfully into the possession of either party from a third party; or c) subsequently enters the public domain otherwise than as a result of unauthorised disclosure by the Receiving Party or any other person; or d) required to be disclosed as a matter of law. 10.3 In the event that either party discloses any Personal Data (as defined in Section 1 of the Data Protection Act 1998) to the other regarding any individual (the "Data Subject") the Receiving Party undertakes to process the Personal Data only to the extent and in such manner, as is necessary to discharge its obligations under the terms of business and in accordance with the Disclosing Party\'s instructions from time to time and shall not process the Personal Data for any other purpose. 10.4 The Receiving Party shall not transfer the Personal Data outside the European Economic Area without the prior written consent of the Disclosing Party.
11.1 The parties may (without prejudice to any other rights) with immediate effect terminate the Contract by written notice to the other: a) if the other commits a material breach of any provision of the terms of business which is not capable of remedy; or b) commits a breach of any provision of these terms of business which is capable of remedy and fails to remedy such breach within 30 days of receipt of a notice from the innocent party specifying the breach; c) if the other party becomes bankrupt insolvent compounds with its creditors or shall have distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a bona fide reconstruction) or shall have a receiver administrative receiver or administrator appointed of the whole or any part of its assets or shall suffer the appointment of any similar person under the laws of its domicile. 11.2 The exercise of the rights granted under this clause shall not prejudice or affect any right of action or remedy which may have already accrued or may accrue thereafter to either party.
13. GENERAL PROVISIONS
13.1 Each provision of the terms of business is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of the agreement, but the validity, legality and enforceability of all other provisions of the terms of business shall not otherwise be affected or impaired, it being the parties\' intention that every provision of the terms of business shall be and remain valid and enforceable to the fullest extent permitted by law. 13.2 Neither party shall have any liability to the other under the terms of business if it is prevented from or delayed in performing any of its obligations under the terms of business (except a payment obligation) or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving that party\'s workforce or that of any other party), failure of a utility service or transport network, act of God, act of terrorism, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. 13.3 The CareBIG website has numerous security measures in place to protect the loss, misuse and alteration of information under control, such as passwords and files stop we cannot, however, guarantee that these measures are all will remain adequate. We, however, take data security seriously and use our reasonable endeavours to protect the integrity of your Personal Data. 13.4 The headings in this Agreement are inserted for convenience only and shall not affect its construction. 13.5 A person who is not a party to the terms of business has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the terms of business. 13.6 We reserve the right to revise and amend these terms of business from time to time without notice. Please note shall be subject to the policies and terms conditions in force at the time that you post, apply for or accept care, or otherwise access the website. 13.7 All material website is protected by copyright. No part of the website may be reproduced, transmitted to, or stored in any other website or in any other form of electronic medium without express written consent from us. 13.8 Any complaint should be sent via email to email@example.com. We take complaints very seriously and are committed to improving our service. 13.9 The terms of business shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.
(A) CareBIG Limited (the “Introducer”) has a large number of contacts, and can meet further contacts, who may be interested in accessing the services of the Care Giver.
(B) The registered Care Giver wishes to be introduced to such contacts, and is willing to pay the Introducer a commission on the terms of this agreement if such contacts result in the provision of care services to a Care Seeker.
(C) The Introducer is willing to introduce contacts to the Care Giver in return for commission as specified in this agreement.
1. The following definitions and rules of interpretation apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Care Giver: a self-employed person whom has registered their interest to provide the Services and whom has not at any time previously provided the Services to the Client or Care Seeker. The Caregiver is not, and has not at any time been, an employee of the Introducer.
Care Seeker: the person to whom the Services are to be supplied or, where the Care Seeker does not have the capacity to enter in to a contract for services with the Carer, someone duly appointed to act on behalf of the Care Seeker.
Commencement Date: has the meaning given to it in Clause 8.
Commission: has the meaning given to it in Clause 5.
Introduction: the provision of instant messaging tools to be used by Care Seekers to contact Caregivers. Caregivers and care seekers can then use the messaging tools to message one another. Introduce: Introduces: and Introduced: shall be interpreted accordingly.
Introduction Date: for each Care Giver, the date during the term of this agreement on which they receive the initial message from the Care Seeker.
Introduction Period: for each Care Giver, the 6-month period from the Introduction Date, irrespective of whether such period ends before or after the date of termination of this agreement.
Income: the payments made to the Care Giver by the Care Seeker for the Services under a Relevant Contract less any out of pocket expenses incurred by the Care Giver in providing the Services and any discounts or rebates granted by the Introducer.
Relevant Contract: a contract for services (a self-employed contract) whether written or oral entered into during the Introduction Period between the Care Seeker and the caregiver who were Introduced by the Introducer.
Services: the provision of personal care services the Care Giver is able to provide to a Care Seeker stipulated by the Care Giver to the care seeker as outlined on their CareBIG profile together with any other services from time to time offered by the Care Giver to the Care Seeker.
GoCardless: This refers to the CareBIG Limited chosen payment process
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.4 A reference to writing or written includes e-mail.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 The Care Giver appoints the Introducer on a non-exclusive basis to identify Care Seekers for the Care Giver.
2.2 No later than 7 days after receiving the username and password via email from CareBIG to access the CareBIG system, the Care Giver shall complete a Care Giver profile detailing the Care Giver’s expertise and experience relevant to care services for which the Care Giver is duly qualified and able to perform.
2.3 No later than 10 days after the commencement date, the Care Giver shall provide to the introducer evidence of relevant personal identification, right to work in the UK, Criminal Records Check and relevant qualifications, such evidence to be original documentation or certified copies. Such identification will include, but is not limited to:
2.3.1 Photographic identification such as a current driving licence or passport;
2.3.2 Proof of address such as a utility bill, mortgage statement or Council Tax Statement dated within the three months prior to the Commencement Date;
2.3.3 Any additional documentation to prove the Carer’s right to work in the UK;
2.3.4 A Criminal Records Check provided by the DBS dated within the last 3 years;
2.3.5 All relevant qualifications and training held by the Carer;
2.3.6 Details of referees, both professional and personal; and
2.4 The Care Giver agrees to respond to Care Seekers within 2 calendar days of being notified by the Introducer of a Care Seeker who is interested in the Services of the Care Giver.
2.5 The Introducer shall:
2.5.1 Serve the Care Giver faithfully and diligently and not to allow its interests to conflict with its duties under this agreement; and
2.5.2 report in writing to the Caregiver from time to time on progress made with Client or Care Seeker.
2.6 The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind a Care Giver in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Care Giver, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services to Care Seekers.
2.7 The Introducer must disclose to each Care Seeker that it is an introduction agent of the Care Giver and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of the Care Giver.
3. EMPLOYMENT STATUS
3.1 This agreement covers the Introductions of Care Givers and Care Seekers. The Introducer is not the employer of the Care Giver nor does it hold any control over them or infer any employment rights on them. Care Givers are self-employed contractors and will enter into a contract for services with the Care Seekers based on terms agreed. Care Givers are free to accept or decline any introductions to Care Seekers, can work for as many Care Seekers as they wish and can terminate any such arrangement with the Care Seeker.
3.2 The Introducer recommends the Care Giver enters in to a contract for services with the Care Seeker to outline the terms under which the Services are to be performed.
4. COMPLIANCE WITH LAWS AND POLICIES
4.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals including but not limited to the Bribery Act 2010 and the Data Protection Act 1998.
5. COMMISSION AND PAYMENT
5.1 The Introducer shall be entitled to Commission if the Care Giver Introduced by the Introducer enters into a relevant Contract with a Care Seeker.
5.2 The amount of commission payable shall be 20% of the Care Giver’s Income received under each Relevant Contract (as it may be renewed, extended or amended) during the period for which the Care Giver provides the Services to a Care Seeker (Commission).
5.3 The Care Seeker agrees to facilitate the payment of the commission due to the Introducer by paying the Care Giver for the Services via the GoCardless payment system. The Care Seeker understands that the Introducer’s Commission shall be deducted directly from the payments made to the Care Giver.
5.4 The Care Giver agrees not to entice the Care Seeker or accept payment from the Care Seeker by any other means than the GoCardless payment system, including for any additional Services the Care Giver provides to the Care Seeker agreed between the Care Giver and Care Seeker. The Care Giver shall immediately notify the Introducer if at any time a Care Seeker requests to make payment for the Services by any other means.
5.5 The Care Giver agrees it shall not withhold Commission payments from the Introducer in respect of the Services. In the event a dispute arises between the Care Giver and Care Seeker over the payment for the Services, the Care Giver shall immediately notify the Introducer of any such dispute and the Care Giver shall use its reasonable endeavours to resolve the dispute with the Care Seeker within a period of 14 calendar days of the dispute arising.
5.6 If the Care Giver accepts payment by means other than GoCardless or fails to make any payment of the Commission due to the Introducer then, without limiting the Introducer's remedies under Clause 9, the Care Giver shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Care Giver shall pay the interest together with the overdue amount.
5.7 Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause and the Care Giver's obligation to pay Commission to the Introducer in accordance with it.
6. OBLIGATIONS OF THE CARE GIVER
6.1 The Care Giver must at all material times act in good faith towards the Introducer.
6.2 The Care Giver shall provide the Introducer at all material times with the information the Introducer reasonably requires to in relation to the Care Seeker and the Services performed.
6.3 The Care Giver shall:
6.3.1 Not discriminate against Care seekers on the basis of age, disability, race, sex, sexual orientation, religion or belief or any other form of discrimination;
6.3.2 promptly notify the Introducer in writing of the date it enters into a Relevant Contract with a Care Seeker no later than 3 Business Days after it enters into such Relevant Contract;
6.3.3 promptly notify the Introducer if it Introduces a Care Seeker or Care Giver to another care seeker or care giver who is interested in the provision of the Services;
6.3.4 only receive payment from the Care Seeker for the Services via the CareBIG GoCardless payment system;
6.3.5 inform the Introducer immediately if the Care Giver or the Care Seeker suspends or ceases to perform the Services.
6.4 The Care Giver shall be under no obligation to:
6.4.1 Accept any proposed Introductions;
6.4.2 follow up any Introduction made by the Introducer; or
6.4.3 enter into a Relevant Contract.
7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, Care Seekers or suppliers of the other party, expect as permitted below.
7.2 Each party may disclose the other party's confidential information:
7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this; and
7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
7.4 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Client from the Introducer shall be returned promptly to the Introducer on termination of this agreement, and no copies shall be kept.
8. COMMENCEMENT AND DURATION
8.1 This agreement shall commence on the date that the Care Giver registers on the CareBIG website (Commencement Date) and shall continue, unless terminated earlier in accordance with Clause 9, until the Care Giver no longer requires to be Introduced to Care Seekers requiring its Services.
9.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
9.1.1. the other party fails to pay any amount due under this agreement, including payment to the Introducer for the Services provided to a Care Seeker on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;
9.1.2 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
9.1.3 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
9.1.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
9.1.5 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
10. CONSEQUENCES OF TERMINATION
10.1.1 On termination of this agreement, the following clauses shall continue in force: Clause 1. Interpretation, Clause 5. Commission, Clause 7. Confidentiality, and Clause 10. to Clause 20. (inclusive).
10.1.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
11.1.1 The Care Giver shall not, without the prior written consent of the Introducer, at any time from the termination of this agreement to the expiry of 6 months after the termination of this agreement, whether on their own behalf or through a third party work directly for any person who is or has been a Care Seeker of the Introducer.
11.1.2 Any consent given by the Introducer in accordance with this Clause shall be subject to the Care Giver paying to the Introducer a sum equivalent to 20% of the then current annual income of the Care Giver gained from the Care Seeker.
12. NO LIABILITY
12.1.1 The Introducer accepts no liability for any loss or damage caused by the Care Giver in respect of the Services whether in negligence, breach of contract, misrepresentation or otherwise.
13. NO PARTNERSHIP OR AGENCY
13.1.1 Nothing in this agreement 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, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.1.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14. ENTIRE AGREEMENT
14.1.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.1.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
14.1.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
14.1.4 Nothing in this clause shall limit or exclude any liability for fraud.
15.1.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.1.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
17.1.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.1.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
18.1.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to at the outset of this agreement for the relevant party; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
18.1.3 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. For the purposes of this clause, "writing" shall not include e-mail.
19. THIRD PARTY RIGHTS
19.1.1 No one other than a party to this agreement shall have any right to enforce any of its terms.
20. GOVERNING LAW AND JURISICTION
20.1.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.1.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
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