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Client Consultancy Terms & Conditions
Introduction
360 Recruitment Limited (the “Company”) is acting as an employment business as defined by the “Regulations”.
The “Client” wishes to utilise the services of a Consultant to be Introduced and supplied by the Company.
These Terms and Conditions of Business are between 360 Recruitment Limited (the “Company”) and the prospective employer (the
“Client”) and are deemed to be accepted by the Client by virtue of any form of contact (including, but not limited to, an interview,
Introduction or offer of employment) with a Consultant.
Definitions
In these Terms & Conditions and each Contract for Supply the following definitions apply, unless the context otherwise requires:
“Assistant” is defined in condition 2.2.3
“Client” means any person(s), firm or corporate body to whom the Consultant is Introduced by the Company.
“Confidential Information” means any information relating to the business and affairs of both the Company and the Client and to
the identity and business and affairs of either parties’ customers and clients and potential customers and clients which comes to
either parties’ attention or possession and which both parties regard or could reasonably be expected to regard as confidential,
whether or not any such tangible information is marked ‘confidential’.
“Consultant(s)” means the person(s), firm or corporate body introduced to the Client by the Company and in each case shall
include the Consultant(s) specified in each Contract for Supply as amended from time to time.
“Contract for Supply” means the agreement for the supply of Services between the Client and the Company in respect of each
Consultant or its Substitute and/or Assistant(s) to which these Terms & Conditions apply).
“Engagement” means the engagement, employment, retention or utilisation of a Consultant or its Substitute and/or Assistant(s)
other than through the Company and “Engage” shall be construed accordingly.
“Extended Period of Hire” means an extended period of hire during which a Consultant or its Substitute and/or Assistant(s) will be
supplied to the Client by the Company, upon no less favourable terms, the length of which is determined by the duration of the
Contract for Supply and which will be calculated on a sliding scale as follows:
Duration of the Contract for Supply Extended Period of Hire
Between 0 - 12 months 12 months
Between 12 - 24 months 24 months
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and
domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and
protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each
case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, 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.
“Introduction” means the provision of any information to the Client by the Company (whether in writing or orally), which identifies
a Consultant or its’ Substitute and/or Assistant(s).
"Introduction Fee" means a fee payable by the Client to the Company equivalent to 65 days of the anticipated gross charge out
rate for the Consultant/Consultant’s Substitute and/or Assistant(s), or thirty thousand pounds plus value added tax [whichever is
the greater amount.]
“Online Timesheet System” means the system which the Company provides the Client with access to for the purposes of
authorising the Timesheets submitted to the Client by the Consultant for authorisation.
“Opted Out” means the Consultant and any Substitute and/or Assistant has notified the Company in accordance with clause 32 (9)
of the Regulations that the Regulations shall not apply.
"Regulations" means The Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended from time
to time.
“Restriction Period” means the 12 months following either:
i. the introduction of the Consultant and/or its Substitute and/or Assistant(s); or
ii. the termination or expiration of the Contract for Supply; whichever expires last.
Save that if the Consultant and/or its Substitute and/or Assistant(s) have not Opted Out of the Regulations and there has been a
Supply, then the Restriction Period shall mean the relevant period stated in the Regulations.
“Services” means all or any part of the work or services to be performed by the Consultant detailed in clause 5 of the relevant
Contract for Supply in respect of each Consultant or its Substitute and/or Assistant(s).
“Substitute” is defined in condition 2.6.
“Supply” means the supply of Services to the Client by a Consultant or its’ Substitute and/or Assistant(s) through the Company
under a Contract for Supply.
“Terms & Conditions” means the terms set out herein which shall apply to each Contract for Supply, incorporating the schedules,
Timesheets or Online Timesheets.
“Timesheet” means the document either in electronic or hard copy format provided to the Consultant by the Company for the
purposes of recording the time worked by the Consultant, Substitute and/or Assistant(s).
"Transfer Fee" means a fee payable by the Client to the Company, calculated by multiplying the weekly client rate specified in the
applicable Contract for Supply by 12. For the purposes of calculating the Transfer Fee, if no weekly client rate is specified in
applicable Contract for Supply, such a rate shall be calculated by multiplying the weekly working commitment by the hourly rate
specified in the applicable Contract for Supply.
Term of Contract for Supply
1.1. Each Contract for Supply shall commence with effect from the commencement date shown at clause 4 of that Contract for
Supply and shall (subject to the provisions for earlier termination contained in condition 4 of these Terms & Conditions)
terminate on the subsequent completion date set out at clause 4 of that Contract for Supply or the date of completion of the
Services, unless extended by written agreement to that effect between the Company and the Client.
1.2. These Terms & Conditions shall apply to all Contracts for Supply which the Client is party to and shall be deemed
accepted by the Client.Supply of Services
2.1. The Company shall procure, insofar as it is reasonably practicable, that Consultant or its Substitute and/or Assistant(s) shall
provide the Services in accordance with these Terms & Conditions. The Services to be provided by the Consultant to the
Client under this Contract for Supply are described in clause 5 of the Contract for Supply and the Consultant is engaged by the
Company under a contract for services. Choice of tools, methods and working practices in performing the Services will be,
subject to the Client’s reasonable instructions and requests, at the sole discretion of the Consultant.
2.2. The Client acknowledges that the Consultant;
2.2.1. shall freely and independently arrange its activities and may perform the Services at its place of business subject to
prior agreement with the Client.
2.2.2. may schedule the Services at its discretion subject to the terms set out in the Contract for Supply;
2.2.3. shall be entitled at any time to engage the assistance of any competent person or persons to assist the Consultant
with the provision of the Services (“Assistant”), provided always that the Consultant has obtained the prior written
consent of the Client, such consent not to be unreasonably withheld;
2.2.4. shall be entitled to carry out further services and work for other clients of the Company and/or the Consultant
concurrently with this Contract for Supply, provided that the provision of the Services under this Contract for
Supply shall not be adversely affected to a material extent.
2.3. It is the Client’s responsibility to specify its requirements and timeframes and to provide all information to the Consultant and
to liaise with the Consultant to ensure it is providing the Services as required and to the Client’s satisfaction, such service
reviews should be conducted prior to authorising timesheets which will commit the Client to settle invoices. The Client
acknowledges that the Consultant is providing specialist independent services and that the Consultant’s Substitute and/or
Assistant(s) should not be integrated into the Client’s workforce, nor should the Client issue employer type instructions. The
Client should notify any complaints concerning the Consultant’s performance promptly to the Company.
2.4. During the continuation of this Contract for Supply, the Company shall procure, insofar as it is reasonably practicable, that the
Consultant provides the Services at such times and locations as the Client and the Company and/or the Consultant shall agree
from time to time subject to the Consultant's reasonable holiday requirements (which, for the avoidance of doubt, shall
include public holidays). The Company and/or the Consultant (as appropriate) shall notify and keep the Client informed of
any illness or absence of the Consultant that may adversely affect the performance of the Consultant’s obligations under this
Contract for Supply to a material extent.
2.5. The Company undertakes to procure that, insofar as it is reasonably practicable, the Consultant shall comply with any
reasonable instructions and requests from the Client relating to the performance of the Services, provided that, in view of the
nature of the Services and the provisions of the Contract for Supply, the Client expressly acknowledges and agrees that:
2.5.1. It is not practical for the Company or the Client to control, supervise or interfere with the manner in which the
Consultant carries out the Services; and
2.5.2. the Company is in no way responsible or liable, and will not at any time be held by the Client in any way
responsible or liable, for any act, omission or default of the Consultant or any Substitute thereof in the course of carrying out theServices under this Contract for Supply and/or any failure by the Consultant or any Substitute
thereof to provide the Services with reasonable skill and care and/or in accordance with the terms and conditions
of this Contract for Supply. For the avoidance of doubt, the Client acknowledges and agrees that it must seek any
remedy or redress for any such act, omission, default or failure exclusively from the Consultant.
2.6. The Company may provide a replacement for the Consultant detailed in the Contract for Supply (as appropriate)
(“Substitute”) at any time during the continuation of this Contract for Supply by giving the Client reasonable prior notice,
provided that:
2.6.1. The Services remain as detailed in the relevant Contract for Supply;
2.6.2. The Client is reasonably satisfied that the proposed Substitute possesses the necessary skills, expertise and
resources to perform the Services;
2.6.3. The Client is reasonably satisfied that the proposed Substitute will comply with the Client’s rules on health and
safety, security and confidentiality in the course of carrying out the Services at the Client’s premises; and
2.6.4. No delay in the provision of the Services or reduction in quality of the Services shall occur due to any lack of
technical knowledge or knowledge held about the Client by the proposed Substitute.
2.7. The Client shall, at its own expense, provide the Consultant with all documents or other materials and data, or other
information necessary for the completion of the Services. The Consultant shall use its own equipment where appropriate.
2.8. The Client shall ensure that the Consultant is accorded sufficient access to any of the Client’s premises, information, data or
personnel and use of any equipment, which is reasonably necessary for the completion of the Services. Whilst the Consultant
or its’ Substitute and/or Assistant(s) is working at the Client’s premises, its Substitute and/or Assistant(s) should be provided
with a suitable place of work and such materials in a good condition and sufficient for the purposes for which they are
required and the Client should ensure that the Consultant’s Substitute and/or Assistant(s) abide by the rules and regulations
of the Client’s site. Whilst the Consultant or its’ Substitute and/or Assistant(s) is working at the Client’s premises, the Client
shall ensure that the health and safety standards required by the applicable law and regulations are observed. The Client
undertakes to notify the Company of specific risks to health or safety known to it and what steps the Client has taken to
prevent or control such risks and confirms it knows of no reason why it would be detrimental to the interests of the
Consultant to undertake the Supply.
2.9. The Client acknowledges and agrees that: (i) the Consultant, in carrying out the Services, will be relying on the information
and requirements of the Client as notified to the Consultant by the Client from time to time; and (ii) subject to being given all
necessary information and being notified of all applicable requirements by the Client, the Company shall procure that the
Consultant uses all reasonable endeavours to comply with any Services-related timetable or other Services-related target(s)
notified to the Company and/or the Consultant by the Client.
2.10. The Company shall notify the Client if the Regulations apply to the Contract for Supply and if practicable prior to the
commencement of the Contract for Supply.
2.11. The Company shall use reasonable endeavours to ensure that a Consultant is suitable to carry out the Services with
reasonable skill and care and in this regard will make reasonable enquiries of the Consultant concerning suitability and
technical competence. The Company does not test the Consultant’s technical skills and it is for the Client to satisfy itself as to
the Consultant's overall capability to fulfil any Contract for Supply when interviewing the Consultant and/or during the first
week of the commencement of the relevant Contract for Supply. The Company will accept no responsibility for information
relating to the Consultant, which is outside its knowledge.Fees
3.1. In consideration for procuring the provision of the Services under the Contract for Supply, the Client shall pay the Company a
fee, detailed in clause 6.1 of the Contract for Supply, multiplied by the hours/days/weeks (as applicable) worked by the
Consultant’s Substitute and/or Assistant(s) in providing the Services to the Client. For the purposes of each Contract for
Supply, the number of hours in the standard working day is listed in clause 6.2 of the Contract for Supply.
3.2. The Consultant will submit Timesheets to the Client for authorisation during the term of the Contract for Supply either in
writing or by way of online authorisation. It is the Client’s responsibility to ensure that the Timesheets are a true reflection of
the time worked by the Consultant’s Substitute and/or Assistant(s), and that it is satisfied with the quality of the work
performed. Failure to authorise the Timesheet(s), for any reason, does not absolve the Client of its obligation to pay the
Company’s charges in respect of all Services supplied by the Consultant.
3.3. The Client shall authorise these Timesheets via the Online Timesheet System without delay, and sign the Timesheets and
return them promptly to the Consultant. In any event the Client shall be obliged to authorise Timesheets (whether online or
manual) within 7 days of their submission by the Consultant.
3.4. Authorisation of a Timesheet by the Client shall be deemed evidence that the work provided by the Consultant is satisfactory
and no dispute shall be raised in relation to the work provided by the Consultant in respect of that Timesheet.
3.5. Authorisation of a Timesheet by the Client shall be confirmation and evidence of deemed and continuing acceptance of the
Contract for Supply and these Terms & Conditions.
3.6. The Parties acknowledge that the Company relies on the fact that the Client has authorised the Timesheets when making
payment to the Consultant, and that the Company may also rely on any refusal by the Client to authorise the Timesheets, for
instance by disputing (including in legal proceedings) the Consultant’s right to payment. The Client shall assist the Company if
it needs to verify hours claimed on a Timesheet. The Client shall retain one copy of each Timesheet for its own records. The
Company shall be responsible for making payment to the Consultant and in no circumstances shall the Client make payment
to the Consultant directly.
3.7. All payments due to the Company under this Contract for Supply:
3.7.1. shall be made against the Company's invoices, which shall be presented to the Client on a weekly basis during the
continuation of this Contract for Supply; and
3.7.2. shall be made by the Client within 14 days of receipt of the invoice by bank transfer to the account of the Company
at the bank advised in writing to the Client, unless otherwise agreed in clause 7.2 of the Contract for Supply.
3.8. The Client shall not, at any time during the continuation of this Contract for Supply, be liable for making any PAYE deductions
for income tax or National Insurance contributions from any payments to be made to the Company by the Client in respect of
the Services provided by the Consultant.
3.9. In the event of late payment of an invoice, the Client shall pay to the Company statutory interest on the sum due, in
accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time) together with
the compensatory payment specified by section 5A of the aforesaid Act. The Client shall be liable to the Company and
indemnify the Company fully in respect of any legal costs incurred by the Company as a result of failure by the Client to pay
an invoice in accordance with condition 3.7 of these Terms & Conditions. For the avoidance of doubt, the provisions of this
condition are without prejudice to any other rights which the Company may possess (whether at common law or under
statute) to recover interest or costs.
3.10. With prior agreement in writing, the Client shall promptly reimburse the Company for all travelling and other expenses
reasonably incurred by the Consultant in the proper performance of the Services, provided that, the Client has first been
provided with such vouchers or other evidence of actual payment of such expenses as the Client may reasonably require by
the Consultant. All such expenses should be agreed in writing between the Consultant and the Client prior to those expenses
being incurred and a copy of such written agreement should be attached to the expense sheet submitted in respect to those
specific expenses.Termination
4.1. If at any time during the continuation of this Contract for Supply the Client is or becomes dissatisfied with the conduct or
demeanour of, or the performance of the Services by, the Consultant, its Substitute and/or Assistant(s), the Client shall be
entitled to raise a complaint with the Company, providing a clear written account of the problems experienced. The Company
shall use reasonable endeavours to resolve this complaint within 14 days of receipt of such written complaint to the Client’s
reasonable satisfaction.
4.2. Where the Client (acting reasonably) is not satisfied that the issue has been resolved within the 14 day period set out in 4.1
above, then the Client shall be entitled to either:
4.2.1. accept a replacement Consultant proposed by the Company in accordance with the condition 2.6 of these Terms &
Conditions; or
4.2.2. terminate the Contract for Supply with immediate effect by giving written notice in writing to the Company.
4.3. Both the Company and the Client shall be entitled to terminate this Contract for Supply at any time and for any reason by
giving the other 1 months’ prior written notice unless otherwise stated in clause 7.1 of the Contract for Supply.
4.4. Where the Client terminates this Contract for Supply under condition 4.3 or condition 4.2.2 above, and does not accept a
suitable Substitute proposed by the Company under condition 4.2.1, the Client shall pay the Company on demand a sum
equal to all fees which would have been payable for the remaining Term of the Contract for Supply, as defined in clause 4.1 of
that Contract for Supply. The amount payable under this condition 4.4 shall be calculated by:
4.4.1. multiplying the average number of working days per week completed by the Consultant up to the date of
termination by the number of weeks remaining in the Term; and
4.4.2. then multiplying that total number of days by the Charge per day set out in clause 6.1 of the Contract for Supply.
4.5. Where the Client fails to pay any invoice in accordance with condition 3.7.2 the Company shall have the right to;
4.5.1. terminate the Contract for Supply immediately upon written notice; and
4.5.2. to claim all monies immediately under the Contract for Supply, as rightfully due, including fees for work in progress
and fees up to the end of any agreed completion date as per clause 4 of the Contract for Supply and such other
costs or losses as may reasonably be anticipated as directly recoverable losses.
4.6. 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 Contract for Supply which existed at or before the date of termination
shall not be affected.
4.7. The following conditions shall continue in force: condition 4 (Termination), condition 5 (Intellectual Property Rights),
condition 6 (Confidentiality), condition 8 (Non-Solicitation), condition 10 (Limitation of Liability) and condition 11 (General).Intellectual Property Rights
5.1. All Intellectual Property Rights in or arising out of or in connection with the Services (“the Rights”) shall vest in the Client.
5.2. The Client shall be entitled to make such additions, deletions, alterations or adaptations to or from the Rights as it shall in its
absolute discretion determine and;
5.2.1. The Company shall procure, insofar as it is reasonably practicable that the Consultant hereby assigns to the Client
with full title guarantee (subject to the Client’s obligation to meet any expenses that may arise from any exercise
by the Client of its rights under condition 5.2.3) by way of future assignment the Rights for the full terms thereof
throughout the world. The assignment shall include the right of the Client to sue for and obtain full and effective
relief including damages in respect of every act of infringement of the Rights;
5.2.2. The Company shall procure, insofar as it is reasonably practicable that the Consultant irrevocably and
unconditionally waives in favour of the Client and of their any licensees, sub-licensees, assignees and successors in
title any and all moral rights conferred on the Consultant by the Copyright Designs and Patents Act 1988 and under
all similar legislation from time to time in force anywhere in the world for any work in which the copyright or
design right is vested in the Client whether by condition 5.2.1 or otherwise; and
5.2.3. The Company shall procure, insofar as it is reasonably practicable that the Consultant shall, at the request and
expense of the Client, do all things that the Client may reasonably request to give effect to the rights of the Client
under this condition 5.Confidential Information
6.1. The Company undertakes, and undertakes to procure insofar as it is reasonably practicable that the Consultant and any
Assistant appointed from time to time, except as permitted by law, maintain total confidentiality in respect of, and does not
disclose to any third party, any Confidential Information disclosed to or acquired by the Company, or the Consultant or
Assistant, in the course of providing the Services to the Client under this Contract for Supply without the other party’s prior
written consent, except as reasonably required in order to provide the Services under this Contract for Supply.
6.2. Without limiting the scope of condition 6.1, it is expressly agreed that any reports or recommendations made by the
Consultant in the course of providing the Services to the Client under this Contract for Supply shall be the property of the
Client and the Company shall procure insofar as it is reasonably practicable that such reports and recommendations are
treated by the Consultant as Confidential Information for the purposes of condition 6.1.
6.3. The undertaking in condition 6.1 does not apply to any knowledge, know-how or information in the possession of or acquired
by the Company or Consultant prior to or otherwise than in the course of providing the Services to the Client under this
Contract for Supply, nor to any information which is now or subsequently comes into the public domain.
6.4. Either party shall immediately notify the other party if it becomes aware of the possession, use or knowledge of any of the
Confidential Information by any unauthorised person, whether during or after the term of the Contract for Supply and shall
provide such assistance as is reasonable to deal with such an event.
6.5. Upon termination of this Contract for Supply for whatever reason, the Company shall procure insofar as it is reasonably
practicable that the Consultant immediately returns to the Client all property and all documents in the Consultant’s and/or
Assistant’s possession or control relating to the provision of the Services to the Client under this Contract for Supply and/or
supplied to the Consultant by the Client.Notices
7.1. Any notice to be served under this Contract for Supply must be in writing and must be sent to the intended recipient:
7.1.1. by pre-paid first class post (when it will be deemed served by noon on the first working day after it was posted);
7.1.2. by telex or facsimile transmission between the hours of 9.00am and 3.00pm on a working day (when it will be
deemed served two hours after it was transmitted); or
7.1.3. by personal delivery (when it will be deemed served when it is delivered).
7.2. The address for service of notices under this Contract for Supply shall be the relevant party's address as shown in this
Contract for Supply or as subsequently notified in writing.Non-Solicitation and Restrictions
8.1. During the continuation of this Contract for Supply and for a period of 12 months following the termination of this Contract
for Supply, the Client must not directly or indirectly, whether on its own account or on behalf of any other person, company,
firm, third party or organisation, canvas, solicit or approach: (i) the Consultant; (ii) any Substitute, Assistant; or (iii) any third
party who has, during the 12 months immediately preceding termination of this Contact for Supply, been involved in
providing the Services to the Client under a Contract for Supply, with a view to or for the purposes of employing or entering
into a contract for services with the Consultant, that Substitute or that party (as applicable).
8.2. Where no Supply has taken place and the Consultant has not opted out of the Regulations, should the Client, within the
Restriction Period, wish to Engage the services of a Consultant and/or any of its Substitute and/or Assistant(s) following an
Introduction by the Company then it shall:
8.2.1. have the option to elect by 14 days’ written notice to utilise the services of the Consultant and/or its’ Substitute
and/or Assistant(s) for the appropriate Extended Period of Hire on the terms and conditions as are agreed at the
time; or
8.2.2. where the Client elects not to accept the Supply of the Consultant for the Extended Period of Hire, pay the
Introduction Fee.
8.3. Where a Supply has taken place and the Consultant has not opted out of the Regulations, should the Client, within the
Restriction Period, wish to Engage the services of a Consultant and/or any of its Substitute and/or Assistant(s), either directly,
or through a third party then it shall:
8.3.1. have the option to elect by 14 days’ written notice to utilise the services of the Consultant and/or its’ Substitute
and/or Assistant(s) for the appropriate Extended Period of Hire on the terms and conditions specified in the
Contract for Supply; or
8.3.2. where the Client elects not to accept the Supply of the Consultant for the Extended Period of Hire, pay the
Transfer Fee.
8.4. Where the Consultant has opted out of the Regulations, should the Client, within the Restriction Period, wish to Engage the
services of the Consultant and/or any of its Substitute and/or Assistant(s) either directly, or through a third party then it shall:
8.4.1. where an Introduction has been made by the Company but no Supply has taken place, pay the Introduction Fee; or
8.4.2. where a Supply has taken place, pay the Transfer Fee.
8.5. Should any subsidiary or associated company of the Client, any client of the Client or any other third party to whom the Client
has introduced the Consultant, within the Restriction Period Engage the services of the Consultant and/or any of its
Substitute and/or Assistant(s) then the Client shall either:
8.5.1. in the event of an Introduction by the Company but no Supply, pay the Introduction Fee; or
8.5.2. following termination or expiration of the Contract for Supply, pay the appropriate Transfer Fee
8.6. Conditions 8.1 to 8.5 shall survive the termination of the Contract for Supply for the Restriction Period.Anti-Corruption Obligations
9.1. The Client shall not:
9.1.1. offer, give or agree to give to any Consultant, employee or other representative of the Company any gift or other
consideration, which could act or reasonably be perceived to act as an inducement or a reward for any act or
failure to act connected to the award or performance of this Contract for Supply; nor
9.1.2. enter into this Contract for Supply if it is aware that any money has been, or will be, paid to any person working for
or engaged by either Party, unless any such arrangement constitutes bona fide payment for the Services or has
been disclosed to the Company in writing prior to the conclusion of the Contract for Supply.Limitation of Liability
10.1. Nothing in these Conditions shall limit or exclude the Company's liability for:
10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
10.1.2. fraud or fraudulent misrepresentation.
10.2. Subject to condition 10.1:
10.2.1. the Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss
arising under or in connection with the Contract for Supply; and
10.2.2. the Company's total liability to the Client in respect of all other losses arising under or in connection with the
Contract for Supply, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall
in no circumstances exceed the total fees paid to the Company under this Contract for Supply.General
11.1. The terms of the Contract for Supply and of any specification provided under the Contract for Supply may only be varied in
writing by authorised representatives of both parties.
11.2. The forbearance or failure of the Company to enforce any of its rights or remedies to which it is entitled under the Contract
for Supply shall not be construed as a waiver of those rights or remedies and shall not restrict or prevent the Company
enforcing or exercising those rights or remedies in any other instance at any time whether during or after the termination of
the Contract for Supply.
11.3. If any provision of these Terms & Conditions is held invalid, illegal or unenforceable for any reason, such provision shall be
severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract for Supply had
been executed with the invalid provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the
accomplishment of the purpose of the Contract for Supply, the Parties shall immediately commence good faith negotiations
to remedy such invalidity.
11.4. The Company may, at any time, assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights
or obligations under the Contract for Supply. The Client may not assign, transfer, charge, subcontract or deal in any other
manner with any or all of its rights or obligations under the Contract for Supply, without the Company’s prior consent.
11.5. The Contract for Supply shall be governed, construed and shall take effect in accordance with the laws of England and shall be
subject to the exclusive jurisdiction of the English courts.
11.6. Nothing in the Contract for Supply shall serve to create any employer/employee relationship or principal/agent relationship
between:
11.6.1. the Company and the Client; or
11.6.2. the Client and the Consultant; or
11.6.3. the Consultant or its Substitute and/or Assistant(s) and the Client.
11.7. If any term in these Terms & Conditions conflicts with any term in the Contract for Supply between the Company and the
Client, or the Company and the Consultant, then the terms of the Contract for Supply shall take precedence.
11.8. The Client shall observe the provisions of the General Data Protection Regulation (GDPR) and Data Protection Act 2018 and
shall indemnify the Company for any breach thereof.
11.9. The Company shall maintain in force, with a reputable insurance company, professional indemnity insurance (up to £2
million) and shall, on the Client’s request, produce the insurance certificate giving details of the cover and the receipt for the
current year’s premium.
11.10. No party shall be liable for any delay or failure in the performance of its duties caused by circumstances or events beyond the
reasonable control of that party including (but not limited to) fire, flood, storm, tempest, Act of God, war, labour stoppages,
shortages of materials or act of governmental authority.
11.11. This Contract for Supply constitutes the entire agreement between the parties and supersedes all prior agreements,
understandings and arrangements between the parties relating to the subject matter of the Contract for Supply.
