THIS AGREEMENT is made on date application submitted.

AND IS MADE BETWEEN:

Gofer Limited whose registered office is at Unit 7 Arkwright Road, Hadleigh Road Industrial Estate, Ipswich, Suffolk IP2 0UB (‘the Business’); and the Sub-Contractor

WHEREAS:

Gofer Limited has entered into a contract dated on or before this Agreement for the performance of works required by the customer of the Business (“the Works”) and the Business wishes to sub-contract certain parts of the Works to the Sub-Contractor.

1.          Definitions

In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:

Commencement Date                     

Date to be confirmed

Services                                         

The agreed services to be performed by the Sub-Contractor as set out in the Schedule to this Agreement, such Services to be provided using reasonable skill and care.

Termination Date               

The date on which the Sub-Contractor’s engagement hereunder is terminated.    

Intellectual Property Rights:       

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.

Data Protection Legislation       

 Means the Data Protection Act 2018 which incorporates the UK GDPR.

Deliverables                                     

The provision of services for Gofer Limited.

2.         Engagement

The Sub-Contractor is (subject to Clause 6) engaged by the Business to carry out the Services.

The sub-contractor shall provide services in the generator and distribution sector as a freelance contractor to Gofer Limited.

This agreement sets out the terms under which the sub-contractor shall provide services for Gofer Limited on a freelance basis.  For the avoidance of doubt Gofer Limited shall not be obliged to provide the sub-contractor with any work and the sub-contractor will not be obliged to perform any work unless and until Gofer Limited has requested and the sub-contractor has agreed to perform such work.

The sub-contractor agrees to, as and when requested by Gofer Limited, and in accordance with any brief and deadline set by Gofer Limited to supply the services as required by the organisation.

The sub-contractor may determine the manner in which the services are provided. Gofer Limited is not obliged to supervise the sub-contractor.

The sub-contractor shall, as and when requested to do so by the Gofer Limited, provide information to the organisation (in writing if so required) about any aspect of the provision of the services.

3.         Services

The Sub-Contractor agrees:

 3.1        To undertake and provide the Services in accordance with any brief and deadline agreed with the Business and;

3.2       To manage and carry out the Services in an expert and diligent manner and to provide their services to the best of their technical and creative skill;

3.3       To the best of their ability, promptly and faithfully to meet the Deliverables and deadlines agreed with the Business;

3.4       The Sub-Contractor is free to undertake and accept other engagements, except those which lead or might lead to any conflict of interest between the Sub-Contractor and the Business during their appointment;

3.5       To use such suitably qualified and experienced personnel as they may from time to time deem appropriate;

3.6       The Sub-Contractor has the right to supply a substitute of equivalent knowledge and expertise and acknowledges that the Business has the right to refuse the replacement if, in the reasonable view of the Business, the replacement is not sufficiently qualified to undertake the work. Where substitution occurs, the Business will remain responsible for its obligations under the agreement and will be responsible for the payment of the replacement, so that there will be no further payments outside of the agreed terms to pay for any handover period between the original consultant and the replacement.

3.7       To keep the Business informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the Business. While the Sub-Contractor’s method of working is entirely their own and they are not subject to the control of the Business, they shall nevertheless comply with this and any other reasonable requests of the Business (or its clients) which do not impact upon the Sub-Contractor’s method of working.

4.         Facilities and Equipment

4.1        The freelance contractor shall be responsible for the provision (at the freelance contractor’s own expense) of any equipment such as tools and personal protective equipment for the proper provision of the services.

 4.2        Gofer Limited shall make available suitable office/warehouse/site as are necessary for delivery or performance of the services.

 4.3        If the freelance contractor does have access to any facilities or equipment belonging to Gofer Limited, on termination of the agreement the freelance contractor shall return all the equipment and any other property that belongs to Gofer Limited.

 4.4        This will include, but is not limited to, facilities or equipment that is in the freelance contractor’s possession or control or that were given to the freelance contractor by Gofer Limited to enable the freelance contractor to perform his or her work for it.

 4.5        Where any confidential information or other information is in the freelance contractor’s possession or control in electronic form the freelance contractor shall return to Gofer Limited any magnetic media containing such information and delete it from any storage device (such as the hard drive of a personal computer) possessed or controlled by the freelance contractor.

5.         Invoices and Payment

 Fees for the Services will be as follows:

5.1        All invoices shall be addressed to Gofer Limited, marked for the attention of the Finance Department and sent to finance@gofer.co.uk.

5.2       The freelance contractor shall submit VAT invoices (if appropriate) in respect of the services provided, detailing:

·       name / business name

·       the fees due

·       the hourly/daily rate at (or other basis on) which such fees have been calculated

·       the services to which those fees relate (including dates)

·       bank details for BACS payment.

5.3        Contracts may form a daily or hourly rate subject to work carried out.  The rate will be agreed prior to commencement of the service provision.

5.4       Without prejudice to its other rights and remedies, Gofer Limited reserves the right to make no payment, or to make part payment, in respect of any services of a standard below that which Gofer Limited may reasonably expect.

5.5       Gofer Limited shall pay the freelance contractor by BACS to the freelance contractor’s nominated bank account within 30 days of receipt of any such invoice.

5.6       In the event that there are periods when there are no Services for the Sub-Contractor to perform, the Sub-Contractor shall not be paid a retainer for these periods. The fee is only payable in respect of Services actually provided.

No fee shall be payable by Gofer Limited in respect of any day on which it has been agreed that the freelance contractor shall provide the services and in which the freelance contractor (or an appropriate substitute) has not, in fact, provided such services.

5.7        The sub-contractor shall be responsible for all travel, subsistence and other disbursements incurred by the freelance contractor in the proper provision of the services and such sums shall not be reimbursed by Gofer Limited, unless prior agreement has been arranged for payment.

5.8       Gofer Limited shall cease to be liable to pay the freelance contractor’s fee after the termination date, except for that which has already become due and payable.

5.9       The sub-contractor authorises Gofer Limited to deduct from the fee such sums on account of any losses suffered by Gofer Limited as a result of negligence or breach of duty in the sub-contractor’s performance of the services.

6.         Confidentiality

6.1        The Sub-Contractor hereby agrees that during the course of their engagement under this Agreement they are likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Business and those of the Business’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), including in particular:

·       details of requirements of clients, suppliers, freelance contractors or other contractors of the organisation including, without limitation, the fees and commissions charged to or by them and the terms of business with them

·       information relating to pitches and tenders

·       secret processes, designs, formulae and product lines

·       any trade secrets of the organisation or any other organisation in the group including know-how and confidential transactions

·       technical data

·       password and security information;

and accordingly the Sub-Contractor hereby undertakes to and covenants with the Business that:

6.1.1      They shall not at any time during this Agreement or at any time after the Termination Date use or procure the use of the name of the Business in connection with their own or any other name in any way calculated to suggest that they continue to be connected with the business of the Business or in any way hold themselves or herself out as having such connection;

6.1.2     They shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and

6.1.3      They shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Business whose province it is to know the same any Confidential Information and they shall use their best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

6.2       The restrictions set out in Clause 5 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Sub-Contractor.

7.         Termination of Agreement

7.1        This Agreement will terminate on fulfilment of the Services.

7.2        In addition, either party shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of:

            7.2.1      The other party being in material or persistent breach of any of the                  terms of this Agreement; or

7.2.2     The other party persistently and wilfully neglecting or becoming incapable for any reason of efficiently performing the Services or failing to remedy any default in providing the Services; or

7.2.3     The other party dying or becoming by reason of incapacity incapable of managing their affairs; or

7.2.4     The other party having a bankruptcy order made against him or her or making any arrangement with their creditors or having an interim order made against him or her; or

7.2.5     The other party taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

7.2.6     There being a change of control of the other party

7.2.7     A party’s financial position deteriorates to such an extent that in the other party's reasonable opinion that party’s capability to adequately fulfil its obligations under this Agreement have been placed in jeopardy

7.2.8     A party doing any action manifestly prejudicial to the interests of the other party or which in the opinion of the other party may bring them into disrepute; or

7.2.9     The other party being convicted of any criminal offence other than a minor driving offence under the road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed; or

7.2.10   The other party offering, promising or giving a bribe or requesting, agreeing to receive or accepting a bribe or bribing a foreign public official in connection with the Services contrary to the Bribery Act 2010;

and that party shall have no claim against the terminating party in respect of the termination of their appointment for any of the reasons specified pursuant to Clauses 7.2.1 to 7.2.10.

8.         Consequences of Termination

8.1        Upon the expiration or termination of the engagement under this Agreement for whatsoever cause, the Sub-Contractor shall forthwith deliver up to the Business or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records and any other papers which may be in their possession, custody or control and which are the property of the Business or which otherwise relate in any way to the business or affairs of the Business and no copies of the same or any part thereof shall be retained by him or her. They shall then (if required by the Business) make a declaration that the whole of the provisions of this clause have been complied with.

8.2       The Business shall pay to the Sub-Contractor all of the Sub-Contractor’s outstanding unpaid invoices and, in respect of the Services supplied but for which no invoice has been submitted, the Sub-Contractor may submit an invoice, which shall be payable within 30 days;

8.3        The Business shall, within a reasonable time make it possible for the Sub-Contractor to collect their equipment, or return to the sub-contractor at cost.

8.4        Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

8.5       The termination of this agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

9.         Insurance

 The Sub-Contractor further warrants to the Business that they will:

 9.1        Take out and maintain throughout the term of this Agreement, adequate professional indemnity insurance to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Business, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Business;

 9.2       Take out and maintain throughout the term of this Agreement, adequate public liability insurance coverage minimum £5 million cover to protect themselves against any liabilities arising out of this Agreement in respect of all and any contractors/employees they utilise to carry out the Services and shall produce, at the request of the Business, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Business.

10.        Data Protection and Data Processing

10.1       Both parties will comply with all applicable requirements of the Data Protection Legislation.  This Clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

10.2      The parties acknowledge that for the purposes of the Data Protection Legislation, the Business is the data controller and the Sub-Contractor is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

10.3      Without prejudice to the generality of Sub- clause 9.1, the Business will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Sub-Contractor for the duration and purposes of the Contract.

10.4      Without prejudice to the generality of Sub-clause 9.1, the Sub-Contractor shall, in relation to any Personal Data processed in connection with the performance by the Sub-Contractor of its obligations under the Contract:

10.4.1    Process that Personal Data only on the written instructions of the Business unless the Sub-Contractor is required by Applicable Laws to otherwise process that Personal Data. Where the Sub-Contractor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Sub-Contractor shall promptly notify the Business of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Sub-Contractor from so notifying the Business;

10.4.2   Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Business, 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 its 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 it);

10.4.3    Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

10.4.4    Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Business has been obtained and the following conditions are fulfilled:

i.                 The Business or the Sub-Contractor has provided appropriate safeguards in relation to the transfer;

ii.                The Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

iii.                The Sub-Contractor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

iv.              The Sub-Contractor complies with reasonable instructions notified to it in advance by the Business with respect to the processing of the Personal Data;

10.4.5   Assist the Business, at the Business' cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

10.4.6   Notify the Business without undue delay on becoming aware of a Personal Data breach;

10.4.7    At the written direction of the Business, delete or return Personal Data and copies thereof to the Business on termination of the agreement unless required by Applicable Law to store the Personal Data; and

10.4.8   Maintain complete and accurate records and information to demonstrate its compliance with this Clause 9.

10.5      The Business does not consent to the Sub-Contractor appointing any third-party processor of Personal Data under the Contract.

10.6      Either party may, at any time on not less than 30 days' notice, revise this Clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

11.        Intellectual Property

11.1       The Sub-Contractor assigns to the Business all existing and future Intellectual Property Rights arising from the Services.  The Sub-Contractor also agrees to do all acts as may in the opinion of the Business be necessary to give effect to this Clause.

 11.2       The Sub-Contractor undertakes:

 11.2.1     To notify to the Business in writing full details of any Intellectual Property Rights promptly on their creation;

 11.2.2    To keep confidential details of all Intellectual Property Rights;

 11.2.3    Whenever requested to do so by the Business and in any event on the termination of the Agreement, promptly to deliver to the Business all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Services and the process of their creation which are in his possession, custody or power;

 11.2.4    Not to register nor attempt to register any of the Intellectual Property Rights unless requested to do so by the Business; and

 11.2.5    To do all acts necessary to confirm that absolute title in all Intellectual Property Rights has passed, or will pass, to the Business.

 11.3       The Sub-Contractor warrants to the Business that:

 11.3.1     They have not given and will not give permission to any third party to use any of the Intellectual Property Rights;

 11.3.2    They are unaware of any use by any third party of any of the Intellectual Property Rights; and

 11.3.3    The use of the Intellectual Property Rights will not infringe the rights of any third party.

 11.4       The Sub-Contractor agrees to indemnify the Business and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Business, or for which the Business may become liable, with respect to any intellectual property infringement claim or other claim relating to the Intellectual Property Rights supplied by the Sub-Contractor to the Business during the course of providing the Services. The Sub-Contractor shall maintain adequate liability insurance coverage and ensure that the Business’ interest is noted on the policy, and shall supply a copy of the policy to the Business on request. The Business may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Sub-Contractor.

 11.5       The Sub-Contractor acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Sub-Contractor in respect of the performance of his obligations under this Clause 10.

 11.6       The Sub-Contractor undertakes, at the expense of the Business, at any time either during or after the Agreement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Business, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Business and to defend the Business against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights.

 11.7       The Sub-Contractor irrevocably appoints the Business to be his attorney in his name and on his behalf to execute documents, use the Sub-Contractor's name and do all things which are necessary or desirable for the Business to obtain for itself or its nominee the full benefit of this clause.

 11.8       The Sub-Contractor waives all moral rights under the Copyright, Designs and Patents Act 1988 which the Sub-Contractor has or may have in any existing or future works relating to the Services.

12.        No Employment or Partnership

12.1       The Sub-Contractor is an independent contractor and nothing in this Agreement shall render or be deemed to render the Sub-Contractor an employee, worker or agent of the Business and the Sub-Contractor shall not hold himself or herself out as such.  This Agreement does not create any mutuality of obligation between the Sub-Contractor and the Business and neither party seeks to create or imply any mutuality of obligation between the parties in the course of the performance of this engagement or during any notice period.  The Business is not obliged to offer work to the Sub-Contractor, nor is the Sub-Contractor obliged to accept work where it is offered.

12.2      As a self employed person, the sub-contractor is not entitled to any benefits provided to Gofer Limited’s employees, including, for example:

·       Paid holidays

·       Pensions

·       Sick pay

·       Any other fringe benefits provided by Gofer Limited.

12.3      The Sub-Contractor may choose to delegate performance of the Services to such suitably qualified and experienced personnel as they may from time to time deem appropriate.  The Business has the right to refuse the replacement if, in the reasonable view of the Business, the replacement is not sufficiently qualified to undertake the work.  The Sub-Contractor must provide details of the name of the delegate/substitute.  The Sub-Contractor will be responsible for remunerating the delegate/substitute, such that there will be no further payments outside of the agreed terms to pay for any handover period between the Sub-Contractor and the delegate/substitute.  When a delegate/substitute is appointed, the provisions relating to sub-processor obligations under Clause 9 will apply.

12.4      This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Sub-Contractor shall be fully responsible for and shall indemnify the Business for and in respect of:

12.4.1    Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Sub-Contractor shall further indemnify the Business against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Business in connection with or in consequence of any such liability, deduction, contribution, assessment other than where the latter arise out of the Business’ negligence or wilful default;

12.4.2    Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Sub-Contractor or any substitute against the Business arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Business.

12.5      The Business may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Sub-Contractor.

12.6      Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13.        Non-Solicitation

The Sub-Contractor undertakes to the Business that it shall not, whether on its own behalf, or on behalf of, or jointly with, any other person at any time during the period of 2 years from Completion, canvass, solicit or otherwise seek or accept the custom of the customer under the terms of this agreement or without the prior written consent of the Business, canvass, solicit or otherwise seek or accept the custom of any person who has been a client or customer of the Business at any time during the period of 12 months prior to termination or expiry of this agreement.

14.        Notices/Communications

14.1       Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.

14.2      A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by ore-mail, one Business Day after transmission.

14.3      The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.        Entire Agreement

15.1       This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2      Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16.        Force Majeure

16.1       If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

16.2      For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

 16.2.1    Strikes, lockouts or other industrial action;

 16.2.2   Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

 16.2.3    Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;

 16.2.4    Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

 16.2.5   Political interference with the normal operations.

17.        Assignment and Other Dealings

17.1       The Business may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

17.2      The Sub-Contractor shall not, without the prior written consent of the Business, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.

18.        Survival of Causes of Action

The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

19.        Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

20.       Waiver

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.  No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21.        Variation

21.1       No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

21.2      The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

22.       Law and Jurisdiction

22.1      This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22.2     Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

23.       Declaration

I acknowledge receipt of this agreement.  I confirm that I have read, understood and accept the terms and conditions contained within this document.