These Terms and Conditions

Definitions

In this Agreement:

1. The following terms shall have the following meanings unless the context otherwise requires:

“Agreement”

these Terms and Conditions together with the relevant Order Form and any document referred to in these Terms and Conditions or the Order Form;

“Business Day”

any day other than: (i) a Saturday; (ii) a Sunday; or (iii) a day when the clearing banks in the City of London are not physically open for business;

“Client”, “you” or “your”

the recipient of services under this Agreement, as stipulated in the Order Form;

“Confidential Information”

any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to this Agreement which is expressly marked as confidential or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement, together with any reproductions of such information or any part of it;

Data Protection Legislation

all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);] [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].

“Deliverables”

any deliverables, materials or documents provided or to be provided (or in respect of which Services are to be provided) or made available by us to you in relation to this Agreement as may be more particularly described as being required to be delivered in or pursuant to an Order Form. For the avoidance of doubt, “Deliverables” does not include any document (in whatever form and whatever media) produced by or on behalf of you or your employees, agents or other contractors;

“Fees”

the fees payable by you to us for the provision by us of the Services as may be stipulated in the relevant Order Form;

“Intellectual Property Rights”

copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Order Form”

the written document you provide to us containing specific information relating to the particular services supplied or to be arranged to be supplied by us to you;

“Party”

us or you, and “Parties” means both of us and you;

“Personal Data”

has the meaning given to it by Data Protection Legislation;

“Processes”

specifications, reports, notes, records, research, results, processes, descriptions, systems, methodologies, flowcharts, tools, ideas, concepts, information, data, diagrams and designs that we may use to provide the Services or the Deliverables;

“Rates”

our time and materials rates for providing services, being our standard time and materials rates from time to time;

“Services”

the services we are to provide under this Agreement, as may be stipulated in the Order Form (and which may include marketing and PR services including projects, designs workshops and artwork);

UK GDPR:

has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“Whistle” (the trading name of Alumnilab Ltd), “we”, “us” and “our”

the provider of services under this Agreement,;

“you” and “your”

the recipient of services under this Agreement;

references to “Clauses” are to clauses of these Terms and Conditions;
the headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
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;
words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm, partnership, trust, association, government or local authority department or other authority or body (whether corporate or unincorporated);
a reference to a statute or statutory provision is a reference to such statute or statutory 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; and
a reference to “writing” or “written” includes in electronic form and similar means of communication (except under Clause ‎12).

Agreement

The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you in

whatever form and at whatever time. These Terms and Conditions apply to all Services and Deliverables.Save as expressly provided in this Agreement, this Agreement shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties preceding the date of this Agreement and in any way relating to the subject matter of this Agreement and to the exclusion of any representations not expressly stated in this Agreement except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the Parties acknowledges that it has not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.This Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.Any Order Form provided by you to us must be in the form we require from time to time. This Agreement shall be legally formed and the Parties shall be legally bound when we have received and signed an Order Form that has been signed by an authorised signatory of you and submitted by you to us. Submission by you to us of an Order Form shall be deemed to be an offer by you to obtain Services (as specified in the Order Form) from us, subject to the provisions of this Agreement, and our agreement to supply the Services that are the subject of that relevant Order Form shall be considered acceptance of such offer, but the requirements for us to perform any of our obligations under this Agreement shall be conditional upon our receipt from you of any advance payment of Fees as required under this Agreement. If you provide to us a purchase order for your receipt of Services other than as set out in Clause ‎2.4, that purchase order (and any terms and conditions attached or referred to in it) shall be purely for your administrative purposes and shall not form part of this Agreement.In the event of a conflict between these Terms and Conditions and an Order Form and any document referred to in these Terms and Conditions or Order Form, then

the Order Form shall prevail over
these Terms and Conditions, which prevails over
any other document.

Each Order Form constitutes a separate agreement; there may be more than one such agreement between the Parties in force at the same time as this Agreement.Services

1. We warrant that:

we shall use our reasonable skill and care in providing the Services;
we have all necessary consents, rights and permission to enter into, and perform our obligations under, this Agreement (including Intellectual Property Rights in respect of the Deliverables); and
we shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement.

2. We do not warrant that the Services or Deliverables will meet your individual requirements. We are not responsible for any people, equipment, deliverables or services that we are not expressly stipulated to provide in this Agreement. You are responsible for any people, equipment, deliverables and services that you need to obtain from someone other than us. Except for any matter in relation to which we specifically agree in writing to advise or do, we shall not be responsible, or have any Liability (subject to Clause 9.1 for advising on, or failing to advise on, or doing, or failing to do, anything else.

3. Subject to us performing the Services within any timeframe agreed as being necessary for the performance of the Services, we may select our own working times and location provided that the nature of the particular services does not require those particular services to be undertaken during particular working times or at a particular location (in which situation you shall be entitled to request that we perform the Services at such working times and location as are reasonable in the circumstances).

4. We shall be responsible for the provision of the Services only. You shall be responsible for any decision or implementation by you and your employees, agents and other contractors relating to any advice, recommendation or course of action proposed in the provision of the Services, and, subject to Clause 9.1, we shall have no Liability for the results of such decision or implementation.

5. Unless we agree otherwise, we shall not be required to provide the Services at any place. We shall not unreasonably withhold or delay our agreement to perform the Services at any place that you reasonably request, although you acknowledge that we may charge additional Fees, calculated at the Rates, and expenses to reflect our extra costs in performing the Services at the different location.

6. We shall use our reasonable endeavours to perform our obligations under this Agreement within any timescales set out in this Agreement. However, subject to Clause 9.1, we shall not have any Liability for any delays or failures to accurately perform our obligations:

if we have used those endeavours; or
if caused by any failure or delay on your part or on the part of your employees, agents or subcontractors or by any breach by you of this Agreement or any other agreement.

2. If there is any slippage in time, we shall use our reasonable endeavours to reschedule delayed tasks to a mutually convenient time.

If we are delayed or hindered in providing any Services as a result of any breach, delay or failure by you to perform any of your obligations under this Agreement or of any other agreement between us and you, then we may charge you at the Rates for:

any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which we had anticipated that our personnel would provide Services under this Agreement but become unable to provide the Services at that time as a result of your act or omission); and
any time that we were going to spend in providing the Services, in addition to the time we actually do spend in providing the Services.

Except as specifically stipulated in this Agreement, we shall not be responsible for providing or achieving any particular results or outcomes or Deliverables or within a particular time.

Except where expressly stated in this Agreement, we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services and Deliverables.

Data Processing

Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause ‎4 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.
Legislation.The Parties acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and we are the Processor.
Without prejudice to the generality of Clause ‎4.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us and/or lawful collection of the Personal Data by us on your behalf for the duration and purposes of this Agreement.
Without prejudice to the generality of Clause ‎4.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this Agreement:

1. process that Personal Data only on your documented written instructions unless we are required by Data Protection Legislation to otherwise process that Personal Data. Where we are relying on Data Protection Legislation as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Data Protection Legislation unless the Data Protection Legislation prohibits us from so notifying you;

2. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);

3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

4. we will notify you as soon as reasonably practicable before appointing any subcontractor in respect of processing of Personal Data, and ensure that any such subcontractor is subject to a contract for processing that complies with Data Protection Legislation (or, as a minimum, the requirements set out in Article 28(3) of UK GDPR in respect of the obligations of processors); if you (acting reasonably) object to the appointment of the subcontractor for reasons relating to the processing of Personal Data, you shall have the right to terminate this Agreement on 90 days’ written notice;

5. not transfer any Personal Data outside of the UK or EEA unless your prior written consent has been obtained (such consent not to be unreasonably withheld or delayed) and the following conditions are fulfilled:

you or us have provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;

6. assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

7. notify you without undue delay on becoming aware of a Personal Data Breach;

8. at your written direction, delete or return Personal Data and copies thereof to you on termination of this Agreement unless required by applicable law to continue to store the Personal Data; and

9. maintain complete and accurate records and information to demonstrate its compliance with this clause 4.

3. Your obligations

1. You shall (and, where, appropriate, you shall ensure that your employees, agents and other contractors shall):

ensure that the terms of the Order Form, and any specification or instructions you provide to us for the Services, are complete and accurate;
sign a confirmatory note upon any of the Services (in whole or in part) having taken place, if we reasonably require you to do so;
fully, frequently and promptly update us as to progress with use of the Services and Deliverables generally, and your activities and developments generally, including reporting on any concerns, issues, queries or comments that need to be resolved or discussed;
ensure that your employees, agents and subcontractors fully co-operate with, and make themselves available at all reasonable times for discussion and meetings with, us and our employees, agents and subcontractors and to enable us to promptly perform our obligations under this Agreement;
promptly provide to us such Data, information and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement to the best of our ability;
promptly provide to us such Data, information and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement to the best of our ability;
promptly comply with all of our reasonable requests in connection with this Agreement;
not do anything that could or might bring us (and/or our business, products, services and/or management) into disrepute or damage our reputation;
have all rights, permissions and consents to enter into, and perform your obligations under, this Agreement; and
comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of your rights and performance of your obligations under this Agreement.

2. It is your responsibility to ensure that the Services and the Deliverables are sufficient and suitable for your purposes and meet your individual requirements.

3. You are responsible for ensuring that you provide us with the information required to enable us to properly provide the Services. We shall not be responsible or, subject to Clause 9.1, have any Liability for any failure to provide the Services to the extent caused by your failure to properly ensure the provision of the relevant information.

4. It is your responsibility to ensure that:

any decision or implementation made by you and your employees, agents and other contractors as a result of any advice, recommendation or course of action proposed in the provision of the Services by us is made in your best interests; and
the process of making such decision or implementation by you and your employees, agents and other contractors is made in compliance with your relevant risk strategy;

4. and you bear absolute responsibility and Liability for the consequences of any such decision or implementation.

It is your responsibility to ensure that you and your employees, agents and other contractors have in place and have the right licence to use any desirable equipment and communications links before we provide the Services and the Deliverables in accordance with this Agreement. You are responsible for ensuring that you and your employees, agents and other contractors provide us with the Data required to enable us to properly provide the Services and the Deliverables. Subject to Clause 9.1, we shall not be responsible or have any Liability for any failure to provide the Services or the Deliverables to the extent caused by your failure to properly ensure the provision of the relevant Data or fully and lawfully procure that you have in place the right and licence to use all relevant equipment and communications links or for any reason caused by any third party.

Fees

1. In consideration of obtaining the relevant Services we provide pursuant to this Agreement, you shall pay to us the relevant Fees.

2. The Fees shall be as set out in the Order Form.

3. In accordance with the Order Form, or as otherwise in accordance with our normal expenses policies or procedures from time to time, we may charge you for our reasonable expenses incurred in the course of performing our obligations under this Agreement.

4. You shall pay the Fees to us at such times and in such instalments as we may direct from time to time. Unless set out otherwise in this Agreement, we may issue invoices to you for the Fees at such intervals as we may, in our absolute discretion, consider appropriate.

5. Where payment for any Services is on a time basis, we shall maintain full and accurate records of the time spent in providing those Services to you and shall produce such records to you for inspection at all reasonable times on request.

6. You shall pay us for all undisputed Fees by the later of (i) 15 days after receipt of our proper invoice, and (ii) the end of the calendar month in which you received that invoice. However, if we are to incur significant expense on your behalf, the Parties may agree (such agreement not to be unreasonably withheld or delayed), on a case-by-case basis, that you shall pay us in advance before we have incurred the expense.

7. You shall pay us by any payment method that we may stipulate from time to time. No payment shall be considered paid until we have received it in cleared funds in full.

8. Payment shall be in the currency in force in England from time to time or such other currency as we may stipulate from time to time for the Fees.

9. We reserve the right to increase the Fees and the Rates in respect of any Services or Deliverables not included in the Order Form which we may agree, in our absolute discretion, to provide to you in addition to those Services and Deliverables set out in the Order Form.

10. If you are late in paying any part of any monies due to us under this Agreement and such payment remains outstanding for seven days following us providing notice to you of such outstanding payment, we may (without prejudice to any other right or remedy available to us whether under this Agreement or by any statute, regulation or bye-law) do any or all of the following:

charge interest and other costs on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;
recover our costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment; and
suspend performance of this Agreement until payment in full has been made.

11. Where you wish to pay any Fees to us in a currency other than that stipulated by us under Clause ‎6.8, you must ensure the Fees are cleared in full in our stipulated currency, following the deduction of any relevant fees, costs and expenses for the conversion (whether charged by the relevant bank or otherwise), and taking into account any exchange rate fluctuations. You will be responsible for:

currency fluctuation risk on conversion in the event that you wish to pay any Fees to us in a currency other than that stipulated by us under Clause ‎6.8;
any currency conversion fees, costs and/or expenses incurred on payment of our invoice in order for the payment to reach our bank account and clear the relevant invoice in full; and
checking the exchange rate with your bank at the time of payment to ensure we receive payment of the Fees in full.

5. You shall pay to us on our demand any shortfall in Fees received by us following such payment by you in such different currency, along with any bank or other costs of conversion incurred by us.

Confidentiality

1. Each Party undertakes that it shall not at any time during the term of this Agreement, and for a period of two years after termination of this Agreement for any reason, disclose to any person any Confidential Information of the other Party, except as permitted in this Clause‎7.

2. Each Party may disclose the other Party’s Confidential Information:

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement; each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause‎7; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

Intellectual Property Rights

1. You acknowledge and agree that we owns all Intellectual Property Rights in the Services and the Deliverables. This Agreement does not grant you any Intellectual Property Rights in respect of the Services and/or the Deliverables except to the extent set out in in this Agreement.

2. We grant you a non-exclusive, non-transferable, perpetual, revocable licence to use the Intellectual Property Rights in the Services and the Deliverables for your internal business purposes only. You must not:

license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make our Intellectual Property Rights, or the Deliverables, available to any third party; and/or
access our Intellectual Property Rights and/or the Deliverables or Services in order to build a competitive product or service.

3. The Services and/or Deliverables may contain configurations for a sales stack or other recommendations for you to use certain third party platforms or software (“Third Party Software”). You acknowledge and agree that your use of the Third Party Software may be subject to additional or different terms or fees, including any license terms or use policies required by the applicable Third Party Software provider. We do not warrant, and are not responsible for, the performance, availability, safety or reliability of any such Third Party Software and are not responsible for the Third Party Software provider’s performance or failure to perform in any respect. Any exchange of data or other interaction between you and the Third Party Software (and its provider) and any purchase or use by you of any product or service offered by the Third Party Software provider is solely between you and such provider, and we will have no liability or obligation with respect to such exchange or interaction.

4. We may use third-party data sources, reports and other information and materials (“Third Party Materials”) to provide the Services and the Deliverables, but we do not warrant the accuracy, quality, integrity, legality, reliability or completeness of such Third Party Materials.

5. You may provide us with contact information, information regarding past interactions, or other information about your current or prospective clients (“Your Data”). You:

must not disclose any data about current or prospective clients located outside of the United States of America, and shall only disclose Your Data to us that your authorised to disclose to us for the purposes of this Agreement;
hereby grant to us a limited, non-exclusive, royalty-free license to use Your Data solely to provide the Services and the Deliverables;
indemnify and defend us, and hold us harmless, against any third party claims alleging that your disclosure or our use of Your Data violates any applicable laws or confidentiality obligations, or otherwise infringes the rights (including Intellectual Property Rights) of any third party.

6. You hereby grant to us a non-exclusive, royalty-free, fully-paid license during the term of this Agreement to use, transmit, reproduce, display, distribute and prepare derivative works of the data, content, trademarks, material or technology supplied by you (“Your Materials”), for our provision of the Services and the Deliverables, and our performance of our obligations under this Agreement.

7. You hereby grants to us a non-exclusive, royalty-free, fully-paid license to use, copy, display and reproduce your trademarks, service marks and logos, as provided by you (“Your Marks”) to identify you as our customer on promotional materials and our website. Any use of Your Marks shall be in accordance you’re your standard trademark guidelines provided to us from time to time.

8. You warrant that you have all necessary rights and licenses required to disclose Your Materials and Your Data to us and grant the licenses to Your Materials contained in this Agreement.

6. Limitation of liability

1. Nothing in this Agreement excludes or limits either Party’s liability for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other liability which cannot be excluded or limited by law.

2. Subject to Clause ‎9.1:

we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
fraud oour total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid by you to us during the 12 months immediately preceding the date on which the claim arose.r fraudulent misrepresentation; or

Termination

1. This Agreement shall commence on the date on which this Agreement is entered into in accordance with Clause ‎2.4.

2. Unless terminated earlier in accordance with the termination provisions under this Agreement, this Agreement shall continue in full force and effect until either Party gives to the other Party no less than thirty days’ written notice.

3. Without prejudice to any of our rights or remedies, we may terminate this Agreement with immediate effect (or such other notice period as we see fit in our absolute direction) by giving notice to you if you fail to pay any amount due under this Agreement on the due date for payment and such amount remains in default not less than seven days after being notified to make such payment.

4. Either Party may terminate this Agreement immediately by notice in writing to the other Party if:

the other Party is in material breach of any of its obligations under this Agreement, and, where such material breach is capable of remedy, the other Party fails to remedy such breach within a period of five Business Days of being notified of such breach by the Party; and/or
the other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.

5. Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.

6. Termination of this Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

7. On termination of this Agreement for any reason:

we shall cease to provide the Deliverables and Services under this Agreement; and
all outstanding Fees and any other sums shall become immediately payable, whether invoiced or not.

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

Force Majeure

7. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two weeks, the Party not affected may terminate this Agreement by giving seven days’ written notice to the affected Party.

Notices

Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at such address as that Party may have specified to the other Party in the Order Form, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or email (to the contact addresses listed in the Order Form).
A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in the Order Form; if sent by pre-paid first class post or recorded delivery, 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 delivered by email, at the time of transmission.
The provisions of this Clause ‎12 shall not apply to the service of any proceedings or other documents in any legal action.

Restrictive covenants

1. You shall not, and you shall procure that your management, group companies and other affiliates shall not, during the term of this Agreement and for a period of 12 months following its termination for any reason:

offer employment to, enter into a contract for the services of, or attempt to entice away from us, any individual who is one of our employees, agents or subcontractor, where such individual is our employee, agent or subcontractor at the time of such offer or attempt or has worked with you in providing the Services under this Agreement at any time; or
procure or facilitate the making of any such offer or attempt by any other person;

7. Other than by means of a national advertising campaign open to all-comers and not specifically targeted at, or with any direct contact to instigate an application from, our employees, agents or subcontractor.

You shall not, and you shall procure that your management, group companies and other affiliates shall not, during the term of this Agreement and for a period of 12 months following its termination for any reason, be involved in any way (including as owner, instructor, commissioner, supplier, subcontractor, agent, consultant, director, employee, owner, partner, shareholder or otherwise) with any business concern which is (or intends to be) in competition with us and/or our business, products and/or services.

Assignment

9. You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).

Severance

If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this Agreement 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.

Waiver

10. A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. 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.

Third party rights

11. A person who is not a Party shall not have any rights under or in connection with this Agreement.

Variation

12. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

No partnership

13. Nothing in this Agreement shall constitute a partnership or employment or agency relationship between the Parties.

Governing law and jurisdiction

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 laws of England.
The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.

14. Version: [2] last updated [ 13 June 2023 ]