Terms

This agreement is made on the date on which it has been executed by both parties. It is agreed:

1. Definitions and Interpretation

In this agreement, the following terms:

  1. 1.1.  The following terms have the following meanings:

    "Consultancy Personnel" means the employees of the Consultancy who will carry out the Services, as set out in the Schedule;

    "Fee" means the fee that will be paid to the Consultancy in relation to the Services, as set out in the Schedule;

    "Subsidiary" and "Holding Company" have the definitions given by section 1159 of the Companies Act 2006 (or any statutory modification or re enactment of that Act) but for the purposes of section 1159(1) Companies Act 2006 a company shall be treated as a member of another company if any shares in that other company are registered in the name of (i) a person by way of security (where the company has provided the security); or (ii) a person as nominee for the company;

    "Group" means the Agency and all companies which are for the time being either a Holding Company or a Subsidiary of either the Agency or any such Holding Company, and references to a Group Company shall be construed accordingly;

    "Services" means the specific services to be provided by the Consultancy to the Client in accordance with this agreement, as set out in the Schedule;

    "Termination Date" means the date on which this agreement terminates, whether pursuant to clauses 2.1 or 15.1 of the same.

  2. 1.2.  References to the Agency throughout this agreement shall include any Group Company, if applicable.

  3. 1.3.  The headings to the clauses are for convenience only and shall not affect the construction or interpretation of this agreement.

  4. 1.4.  Any defined terms not set out above are to be given the meanings set out in the Schedule.

2. Term

  1. 2.1.  This agreement shall commence on the start date set out in the Schedule and shall continue (subject to the provisions of clause 15) until the end date set out in the Schedule without the need for notice, unless previously terminated by either party giving the other the length of notice required by the Schedule in writing.

  2. 2.2.  This agreement shall cease to have any effect (save as regards clauses 8, 9, 11 and 12) on the Termination Date and, with effect from such Termination Date, the Agency or the Client shall have no obligation to provide any further work to the Consultancy and the Consultancy shall have no obligation to provide any further services to the Agency or the Client.

3. Services

  1. 3.1.  The Agency hereby engages the Consultancy on behalf of the Client. The Consultancy hereby agrees, subject to clause 4.1, to make available to the Client the Consultancy Personnel to provide the Services on the terms and conditions of this agreement.

  2. 3.2.  During the term of the agreement (as set out in clause 2.1) ("Term") the Consultancy shall provide the Services to the Client and such other services consistent with the Services as the Client shall from time to time require of the Consultancy. The specific Services to be provided are set out in the Schedule.

  3. 3.3.  During the Term, the Consultancy shall provide the Consultancy Personnel (or any Substitute under clause 4.1 as the case may be) to provide the Services for the expected time specified in the Schedule (the "Working Time"). The particular days on which the Services are to be provided will be mutually agreed between the parties. Any hours worked in excess of the Working Time will be treated in accordance with the overtime arrangements set out in the Schedule.

  4. 3.4.  The Services shall be provided at the location specified in the Schedule or in such places as are necessary for the proper performance of the Services.

  1. 3.5.  The Consultancy shall procure that when providing the Services, the Consultancy Personnel, or any Substitute, shall provide the Services with all due care, skill and ability and shall promptly give the Agency or the Client all such information and reports as the Agency or the Client may reasonably require in connection with the provision of the Services.

  2. 3.6.  The Consultancy shall, and shall procure that the Consultancy Personnel, or any Substitute, shall, co-operate with the Client's reasonable instructions and shall agree to observe and comply with the Client's rules, regulations and policies (including without limitation its policies on equal opportunities, harassment and bullying and health and safety) and any relevant legislation affecting or relating to the business of the Client.

  3. 3.7.  The Consultancy shall immediately disclose to the Agency any conflict of interest which arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Consultancy, the Consultancy Personnel or any Substitute.

  4. 3.8.  The Consultancy may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services, provided that the Client or the Agency will not be liable to bear the cost of such functions.

  5. 3.9.  The Consultancy agrees on its own part and on behalf of its Consultancy Personnel and any Substitute as follows:
    3.9.1.Not to engage in any conduct detrimental to the interests of the Agency or the Client, which includes any conduct tending to bring the

    Agency or the Client into disrepute or which results in the loss of custom or business.
    3.9.2.To notify the Agency forthwith in writing if it should become insolvent, dissolved or subject to a winding up petition.

4. Substitute

  1. 4.1.  As at the date of entry into this agreement, the intention is for the Consultancy to provide the Services through the Consultancy Personnel. However, the Consultancy may, if the Consultancy Personnel is unable to provide the Services for any reason, provide the Services through another person engaged by the Consultancy ("Substitute") provided that the Substitute is suitably qualified and has the appropriate skills and experience. The Consultancy shall inform the Agency of the identity and qualification of any Substitute which the Consultancy proposes to use to provide the Services. The Agency may at its absolute discretion determine whether to accept such Substitute to provide the Services.

  2. 4.2.  Where the Consultancy provides a Substitute pursuant to clause 4.1 above, the Consultancy shall be responsible for paying such Substitute and shall ensure that any agreement between the Consultancy and any Substitute contains obligations which correspond to the obligations of the Consultancy under the terms of this agreement. The Consultancy shall remain responsible for the acts or omissions of any Substitute.

  3. 4.3.  The Consultancy shall take all reasonable steps to avoid any unplanned changes of Consultancy Personnel assigned to the performance of the Services. However, if the Consultancy is unable for any reason to perform the Services the Consultancy should inform the Client on the first day of unavailability and shall provide a Substitute in accordance with the provisions of clause 4.1.

5. Invoicing – Self-billing

  1. 5.1.  This agreement incorporates a self-billing arrangement between the Agency and the Consultancy. Sonovate Limited ("Sonovate"), acting for the Agency, will prepare the Consultancy's invoice for the Services provided to the Client and will send payment of the amount of the due to the Consultancy in accordance with clause 6. Invoices will be raised in the frequency set out in the Schedule.

  2. 5.2.  This agreement incorporates a self-billing arrangement between the Agency and the Consultancy. Sonovate Limited ("Sonovate"), acting for the Agency, will prepare the Consultancy's invoice for the Services provided to the Client and will send payment of the amount of the due to the Consultancy in accordance with clause 6. Invoices will be raised in the frequency set out in the Schedule.

    5.2.1.to the self-billing arrangement and to accept invoices raised on the Consultancy's behalf by the Agency (or Sonovate, acting for the Agency);

    5.2.2.not to raise separate VAT invoices for services covered by the self-billing arrangement;

    5.2.3.that the contract will be produced to HM Revenue & Customs ("HMRC") if the Consultancy is asked to provide a copy by HMRC;

    5.2.4.to inform the Agency and Sonovate immediately if the Consultancy (1) ceases to be registered for VAT; (2) transfers or sells their business as a going concern; or (3) changes their VAT number; and

    5.2.5.that the Agency remains solely liable for the payment of any debt due for services performed by the Consultancy and that Sonovate, or any other third party to whom the self-billing arrangement is outsourced, will not have any liability under this contract for any debt due by the Agency to the Consultancy.

  3. 5.3.  The Agency agrees:

    5.3.1.that it (or Sonovate acting on its behalf) will issue self-billed invoices for the Services performed by the Consultancy under this agreement;

5.3.2.to complete the self-billed invoices showing the Consultancy's name, address and VAT registration number, together with all the other details which constitute a full VAT invoice;

5.3.3.to enter into a new self-billing agreement in the event that the Consultancy's VAT registration number changes; and
5.3.4.to inform the Consultancy if (1) this self-billing arrangement is to be terminated; (2) the outsourcing of this self-billing arrangement to

Sonovate is terminated; or (3) the issue of self-billed invoices will be outsourced to another third party.

5.4. The Agency shall not be obliged to pay any Fee to the Consultancy unless an invoice has been properly submitted by the Consultancy in accordance with sub-clause 5.2 of this agreement and until the Client has verified the execution of the Services.

6. Fees

  1. 6.1.  In consideration of the Consultancy providing the Services in accordance with clause 3, the Agency agrees to pay the Consultancy the consultancy fees and any expenses (and any payments with respect to overtime, if applicable) set out in the Schedule (the "Fees"), exclusive of value added tax (if applicable).

  2. 6.2.  The Fees shall accrue from day to day (business days only to be included) during the month in which the Services are provided and be payable at the end of the month by way of bank transfer. Payment of the Fees shall be made directly to the Consultancy within 14 days of the production of the invoice pursuant to clause 5.

  3. 6.3.  If it has been agreed that the Consultant will be able to recover expenses under this agreement (as per the Schedule hereto), such expenses will only be payable if the Client has approved the expenses in advance and provided that the Consultancy is able to produce such receipts or other evidence as the Agency may require. For the avoidance of doubt, payment of any such expenses will be made in accordance with clause 6.2 and will be limited to the amount of any out-of-pocket expenses properly incurred in the provision of the Services under this agreement.

  4. 6.4.  The Agency shall be entitled to deduct from the Fees any sums that the Consultancy (or the Consultancy Personnel or any Substitute) may owe to the Agency at any time.

  5. 6.5.  If the Consultancy is unable to provide the Services for any reason, it shall not be entitled to receive any Fees in respect of the period of such inability.

7. Other Activities

  1. 7.1.  The Consultancy and the Agency (and the Client) acknowledge and accept that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply the Services to any third party during the currency of the agreement, provided that this in no way compromises or is to the detriment to the performance of the Services to the Client.

  2. 7.2.  Nothing in this agreement shall prevent the Consultancy, the Consultancy Personnel or any Substitute from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation, provided that:

    7.2.1.such activity does not cause a breach of any of its or their obligations under this agreement; and
    7.2.2.the Consultancy shall not, and shall procure that the Consultancy Personnel and any Substitute shall not, engage in any such activity if it

    relates to a business which is similar to or in competition with the business of the Agency, without the prior written consent of the Agency.

8. No Employment or Agency

  1. 8.1.  Nothing contained in this agreement shall be construed or have effect as constituting any relationship of employer and employee between the Agency or the Client and the Consultancy Personnel or any Substitute.

  2. 8.2.  For the avoidance of doubt, neither the Consultancy nor the Consultancy Personnel are under the supervision, direction or control of the Agency or the Client, the Client does not have the right to supervise, direct or control the Consultancy or the Consultancy Personnel and no member of the Consultancy Personnel is an agency worker as defined under the Agency Workers Regulations 2010.

  3. 8.3.  Nothing in this agreement shall constitute the Consultancy or the Consultancy Personnel or any Substitute acting as an agent of the Agency or the Client. The Consultancy and the Consultancy Personnel and/or any Substitute shall not have any right or power whatsoever to contract on behalf of the Agency or the Client or bind the Agency or the Client in any way in relation to third parties unless specifically authorised to do so by the Agency or the Client and shall not hold themselves out as having any such authority.

  4. 8.4.  The relationship between the Parties is between independent companies acting at arm’s length. Nothing contained in this agreement shall be construed as constituting or establishing any partnership or joint venture or relationship of employer and employee between the Agency and the Consultancy, the Client and the Consultancy or between the Agency or the Client and the Consultancy Personnel and/or any Substitute.

9. Indemnities, Liability and Insurance

  1. 9.1.  This agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, the Consultancy shall be fully responsible for the payment of all remuneration payable to and any benefits provided for the Consultancy Personnel and/or any Substitute under his or her contract of employment or otherwise, including any National Insurance, income tax and any other form of taxation or social security cost in respect of his or her remuneration or benefits. The Consultancy shall indemnify and keep indemnified the Agency against any liability, loss, damage, cost, claim or expense the Agency suffers or incurs as a result of any claims against the Agency for such sums and other claims arising out of the Consultancy Personnel and/or any Substitute being found to be an employee of the Agency or the Client (including, without limitation, any claims against the Agency for any National Insurance, income tax and other contributions required by law to be paid in respect of any payments made to the Consultancy under this agreement).

  2. 9.2.  Without prejudice to the indemnity in clause 9.1, if, for any reason, the Agency shall become liable to pay, or shall pay, any such taxes or other payments as referred to in clause 9.1, the Agency shall be entitled to deduct from any amounts payable to the Consultancy all amounts so paid or required to be paid by the Agency and, to the extent that any amount of taxes paid or required to be paid by the Consultancy shall exceed the amounts payable by the Agency to the Consultancy, the Consultancy shall indemnify the Agency in respect of such liability and shall, upon demand, forthwith reimburse the Agency such excess.

  3. 9.3.  The Consultancy shall indemnify and keep indemnified the Agency against any liability, loss, damage, cost, claim or expense the Agency suffers or incurs in respect of the Consultancy's performance (or non-performance) of the Services including in respect of, but not restricted to, any act, neglect or default of the Consultancy, the Consultancy Personnel, any Substitute or other person authorised by the Consultancy to act on its behalf.

  4. 9.4.  The Consultancy shall be responsible for any loss, liability or costs (including reasonable legal costs) incurred by the Agency or the Client in connection with the provision of the Services by the Consultancy. The Consultancy shall, accordingly, take out and maintain, at its own cost, a full and comprehensive policy of insurance with a reputable insurance company providing the levels of coverage set out in the Schedule to cover the Consultancy's (and the Consultancy Personnel's and any Substitute's) liability in respect of any act or default for which the Consultancy may become liable to indemnify the Agency or the Client under the terms of this agreement (including, but not limited to third party employer's and professional liability insurance). The Consultancy shall supply the Agency with copies of current certificates of insurance for the period of this agreement.

10. Equipment

  1. 10.1.  The Consultancy shall provide, at its own cost, all such necessary equipment as is reasonable for the satisfactory performance of the Services by the Consultancy Personnel and any Substitute, subject to any agreement to the contrary as to any facilities which may be made available by the Client.

  2. 10.2.  If as a matter of convenience, it is agreed that the Consultancy is provided with equipment by the Client in accordance with clause 10.1 above, the Consultancy shall be responsible for ensuring that they preserve the security and condition of such equipment. If and to the extent that any equipment is lost while in the Consultancy’s possession, the Consultancy shall be responsible for the cost of any necessary repairs or replacement.

11. Restraint on Activities

  1. 11.1.  The Consultancy shall not assign this agreement to any person without the prior written consent of the Agency.

  2. 11.2.  The Consultancy undertakes, and shall procure that the Consultancy Personnel and/or any Substitute shall undertake, that it shall not, at any time after the termination of this agreement for whatever reason, represent themselves as being in any way connected with the business or activities of the Agency.

12. Confidential Information

  1. 12.1.  "Confidential Information" means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Agency or the Client for the time being confidential to the Agency or the Client and trade secrets including, without limitation, technical data and know-how relating to the business of the Agency or the Client or any of its or their business contacts.

  2. 12.2.  In order to protect the confidentiality and trade secrets of the Agency or the Client and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Consultancy agrees on its own part and on behalf of its Consultancy Personnel and any substitutes and sub-contractors used in accordance with the terms of this contract as follows:-

    12.2.1. Not at any time whether during or after the performance of the Services (unless expressly so authorised by the Client or the Agency as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or confidential information of the Client;

  1. 12.2.2.  To deliver up to the Client or the Agency (as directed) at the Termination Date all documents and other materials belonging to the Client (and all copies) which are in its possession including documents and other materials created by it or the Consultancy Personnel during the Term.

  2. 12.2.3.  Not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under this agreement in which event any such item shall belong to the Client or the Agency as appropriate.

12.3. The Consultancy shall procure and ensure that the provisions of this clause 12 shall also apply to any Substitute.

13. Data Protection

For the purposes of the Data Protection Act 1998, the Consultancy shall procure that the Consultancy Personnel and any Substitute consent to the holding, processing and accessing of personal data by the Agency for all purposes relating to the performance of this agreement including but not limited to transferring such personal data to a country or territory outside the European Economic Area.

14. Intellectual Property

  1. 14.1.  Any material, creation, work, prototype, plan, model, discovery, theory (scientific or otherwise), business or mathematical scheme, rule or method, technique, development, know-how, show-how, data, result, analysis, evaluation, research methodology, technical or business information, development, invention (whether patentable or not), improvement, design (whether registrable or otherwise), process, formula, semiconductor topography, copyright work (including, without limitation, any computer program), database, domain name, business name, trade mark or trade or brand name or get-up made, created, devised, developed or discovered by the Consultancy or the Consultancy Personnel Personnel or any Substitute (either alone or with any other person) during and in connection with the provision of the Services ("Works") shall forthwith be disclosed to the Client and the Consultancy, Constancy Personnel and any Substitute hereby assign all rights, title and interest in any intellectual property rights therein ("Client IPR") (including, without limitation, the right to apply for the same) to the Client to the fullest extent permitted by law. Insofar as any Client IPR does not vest in the Client automatically by operation of law or under this agreement, the Consultancy and/or Consultancy Personnel or Substitute holds legal title in such Client IPR on trust for the Client.

  2. 14.2.  The Consultancy warrants to the Agency that it has obtained from the Consultancy Personnel a valid written assignment of all existing and future Client IPR of which the Consultancy Personnel or Substitute is the first owner and of all materials embodying such rights and a written irrevocable waiver of all the Consultancy Personnel's statutory moral rights in the Works, to the fullest extent permissible by law. The Consultancy shall provide to the Agency a copy of such assignment on or before the date of this agreement. In the event that any Substitute is appointed, the Consultancy shall, prior to the date on which such appointment becomes effective, obtain such an assignment from such Substitute and provide a copy of such assignment and agreement to the Consultancy.

  3. 14.3.  The Consultancy undertakes to the Agency that it will:

    1. 14.3.1.  notify to the Client in writing full details of all Works promptly on their creation, devising, development or discovery;

    2. 14.3.2.  whenever requested to do so by the Client or the Agency and in any event on the termination of this agreement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation, devising, development or discovery which are in its possession, custody or power;

    3. 14.3.3.  not apply for any Client IPR unless requested to do so by the Client;

    4. 14.3.4.  apply, or join with or assist the Client in applying, for Client IPR in the United Kingdom and in any other part of the world; and

    5. 14.3.5.  do all acts necessary to ensure that absolute title in all rights in the Client IPR has passed, or will pass, to the Client,

    6. 14.3.6.  and confirms that the Consultancy Personnel has given (and undertakes that any Substitute will give) written undertakings in equivalent terms to the Consultancy.

  4. 14.4.  The Consultancy warrants that:

    1. 14.4.1  ithasnotgivenandwillnotgivepermissiontoanythirdpartytouseanyoftheWorks,noranyoftheClientIPR;

    2. 14.4.2  itisunawareofanyusebyanythirdpartyofanyoftheWorksorClientIPR;and

    3. 14.4.3  theuseoftheWorksortheClientIPRbytheClientwillnotinfringetherightsofanythirdparty;

    4. 14.4.4  and confirms that the Consultancy Personnel has given (and undertakes that any Substitute will give) written undertakings in equivalent terms to the Consultancy.

14.5. The Consultancy undertakes to do all such further acts and execute (as a deed or otherwise) all such documents at the expense of the Agency or the Client as the Agency or the Client may reasonably require at any time either during or after the Term to vest in the Client (or its nominee) all right, title and interest that the Consultancy has agreed in this agreement is or should be vested in the Client (or its nominee) and for the purposes of the prosecution of, or any proceedings concerning (including, without limitation, the validity or infringement of), any Client IPR. The Consultancy confirms that the Consultancy Personnel has given (and undertakes that any Substitute will give) written undertakings in equivalent terms to the Consultancy.

15. Termination

  1. 15.1.  Notwithstanding the provisions of clause 2.1, the Agency may at any time terminate this agreement with immediate effect with no liability to make any further payment to the Consultancy (other than in respect of amounts accrued prior to the termination of this agreement) if at any time:

    1. 15.1.1.  the Consultancy fails for any reason to perform the Services for a continuous period of 12 weeks;

    2. 15.1.2.  the Consultancy, the Consultancy Personnel or any Substitute commit any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Agency or the Client;

    3. 15.1.3.  the Consultancy Personnel or any Substitute is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

    4. 15.1.4.  the Consultancy, the Consultancy Personnel or any Substitute is in the reasonable opinion of the Agency negligent or incompetent in the performance of the Services;

    5. 15.1.5.  the Consultancy becomes insolvent or any order is made or resolution passed for the winding-up of the Consultancy or a receiver or administrative receiver is appointed in respect of any asset of the Consultancy; or

    6. 15.1.6.  the Consultancy, the Consultancy Personnel or any Substitute is guilty of any bribery, corruption, fraud or dishonesty or acts in any manner which in the opinion of the Agency brings or is likely to bring the Consultancy Personnel, any Substitute, the Consultancy or the Agency into disrepute or is materially adverse to the interests of the Agency.

  2. 15.2.  The rights of the Agency under clause 15.1 are without prejudice to any other rights that it might have at law to terminate this agreement or to accept any breach of this agreement on the part of the Consultancy as having brought this agreement to an end. Any delay by the Agency in exercising its rights to terminate shall not constitute a waiver thereof.

  3. 15.3.  Clauses 8, 9, 11 and 12 shall survive the termination of this agreement.

16. Obligations Upon Termination

16.1. Immediately on the termination of this agreement or at any other time at the request of the Agency, the Consultancy shall and shall procure that the Consultancy Personnel and any Substitute shall:

  1. 16.1.1.  immediately deliver to the Client or the Agency all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Client or the Agency, any keys, and any other property of the Client or the Agency, which is in its possession or under its control;

  2. 16.1.2.  irretrievably delete any information relating to the business of the Client or the Agency stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its possession or under its control outside the premises of the Client or the Agency; and

  3. 16.1.3.  provide a signed statement that it has complied fully with its obligations under this clause 16.

17. Entire Agreement

  1. 17.1.  This agreement constitutes the entire understanding between the parties concerning the subject matter hereof.

  2. 17.2.  Each of the parties acknowledges and agrees that in entering into this agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this agreement. The only remedy available to any party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this agreement.

17.3. Nothing in this clause 17 shall operate to exclude any liability for fraud.

18. Miscellaneous

  1. 18.1.  The Consultancy has opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319) as amended by SI 2010/1782 ("Conduct Regulations"). The Consultancy shall ensure that at all material times the Agency holds a written notification that the Consultancy has opted out of the of the Conduct Regulations pursuant to regulation 32(9).

  2. 18.2.  Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being. Any such notice shall be deemed served when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

  3. 18.3.  No variation or alteration of these terms shall be valid unless approved by the Agency and the Consultancy in writing except where changes to the Services are necessary to comply with applicable safety and other statutory requirements, in which case the Consultancy may make such necessary changes without prior notification to the Client or the Agency.

19. Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Consultancy and the Agency shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded, in each case, without the consent of any third party.

20. Force Majeure

  1. 20.1.  Neither the Consultancy nor the Agency shall be liable for any breaches of its obligations under this agreement resulting from causes beyond its reasonable control including but not limited to Acts of God, enemy, fire, flood, explosion or other catastrophe.

  2. 20.2.  The Consultancy accepts that the Client shall not be liable for any breaches of its obligations to the Consultancy under its agreement with the Agency resulting from causes beyond its reasonable control including but not limited to Acts of God, enemy, fire, flood, explosion or other catastrophe.

21. Jurisdiction

  1. 21.1.  This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

  2. 21.2.  Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement.

Additional terms

No additional terms

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