1.1. The definitions and rules of interpretation in this clause apply in this Agreement (unless the context requires otherwise).
Additional Rate: means the rate for any Additional Services required by the Client as set out in the Proposal or otherwise notified to the Client by WRM.
Additional Services: takes the meaning given to it in clause 5.2.
Agreement: the agreement between WRM and the Client, which consists of the document headed the Proposal and these Terms and any other terms expressed in the Proposal or these Terms to apply.
Client: the client whose details are set out in the Proposal and to whom the Services are provided by WRM.
Client Revisions: takes the meaning given to it in clause 4.5(b).
Client’s Business: this business of the Client as set out in the Proposal.
Customer Data: the data provided by the Client for the purpose of receiving the Services or facilitating the Client’s receipt of the Services.
Commencement Date: the date set out in the Proposal or, where no date is specified, the date on which the provision of the Services commenced.
Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the party for the time being confidential to the party and trade secrets including, without limitation, Intellectual Property Rights relating to the party’s business or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts and including (but not limited to) information that is created, developed, received or obtained in connection with this Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
DP Legislation: all applicable data protection law and regulations in any jurisdiction.
Engagement: the engagement of WRM by the Client to provide the Services on the terms of this Agreement.
Fees: means the fees as set out in the Proposal payable by the Client to WRM in accordance with clause 5.
Force Majeure Event: means an event beyond the reasonable control of WRM including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of WRM or any other party), failure of a utility service, telecommunications, WRM’s suppliers or transport network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction.
Indemnity Event: takes the meaning given to it in clause 11.5.
Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, technical data and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Invention: any invention, idea, discovery, development, improvement or innovation made by WRM in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Loss: means any action, charges, claims, costs, damages, demands, expenses, fees, fines, liabilities, losses, penalties and proceedings.
Minimum Period: the minimum period of the Engagement as set out in the Proposal.
Notice Period: the required notice period to be given by either party to terminate the Agreement in accordance with clause 2.3(c) as set out in the Proposal or, where no period is specified, the period of 2 months.
Payment Terms: the terms in accordance with which the Client may pay the Fees to WRM as set out in the Proposal.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Engagement other than as expressly set out in this Agreement or any documents referred to in it.
Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of a party to this Agreement or its customers and business contacts, and any equipment, keys, hardware or software provided to the other party during the Engagement, and any data or documents (including copies) produced, maintained or stored by one party on the computer systems or other electronic equipment of the other party during the Engagement.
Proposal: the written document or correspondence issued to the Client containing the specific requirements in relation to this Agreement.
Relevant Events: takes the meaning given to it in clause 2.3.
Revised Works: takes the meaning given to it in clause 4.5(b).
Services: the consultancy services more particularly described in the Proposal, including any Sharing Services.
Sharing Services: the document sharing and editing services more particularly described in the Proposal.
Software: the software provided through a Third-Party Provider and via which the Sharing Services shall be provided.
Termination Date: the date of termination of this Agreement, howsoever arising.
Third Party Provider: the proprietor and/or licensor of the Software.
Unauthorised Revision: has the meaning given to it in clause 4.7.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials and/or expressions embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by WRM in connection with the provision of the Services.
WRM: the party whose details are set out in the Proposal and which shall provide the Services to the Client.
WRM Revisions takes the meaning given to it in clause 4.6(b).
1.2. Clause headings shall not affect the interpretation of this Agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6. This Agreement shall be binding on, and ensure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.9. Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.10. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Term of Engagement
2.1. The Client shall engage WRM and WRM shall provide the Services on the terms of this Agreement.
2.2. The Engagement shall commence or shall be deemed to have commenced on the Commencement Date and shall continue either:
- until such time as the Services are completed as reasonably determined by WRM unless otherwise provided for by the Proposal or elsewhere within this Agreement and any agreed project timescales or milestones;
- or for the Minimum Period (where applicable), unless and until terminated upon the occurrence of the earlier of the Relevant Events set out in clause 2.3 below. In the event of termination of this Agreement howsoever arising in accordance with this clause, WRM shall issue a closure letter.
2.3. For the purposes of clause 2.2 the ‘Relevant Events’, are:
- the completion of the Services as reasonably determined by WRM; or
- termination in accordance with the terms of this Agreement; or
- either party giving to the other written notice of not less than the Notice Period in which case the Engagement shall terminate at the end of the month in which such notice expires save that in the event of there being a Minimum Period, the Notice Period shall not expire prior to the end of such Minimum Period.
3.1. During the Engagement WRM shall:
- provide the Services with all due care, skill and ability and use its reasonable endeavours to promote the interests of the Client;
- devote such time as WRM deems necessary (or is agreed between the parties) from time to time to the proper performance of the Services; and
- promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Client’s Business.
3.2. WRM shall use reasonable endeavours to comply with any deadlines or programme for the delivery of the Services agreed between the parties but for the avoidance of doubt time for performance of the Services is not of the essence and WRM shall not be liable to the Client for any delay or failure to meet expectations in this regard.
3.3. If WRM is unable to provide the Services due to the illness or injury to any of its employees, WRM shall advise the Client of that fact as soon as reasonably practicable and source a suitably qualified and skilled replacement to perform the Services as soon as reasonably practicable. For the avoidance of doubt, WRM shall continue to invoice the Client in accordance with clause 5 and the Fees payable in accordance with that clause in respect of any period during which the Services are not provided shall be proportionately discounted.
3.4. Unless it or he has been specifically authorised to do so by the Client in writing:
- WRM shall not have any authority to incur any expenditure in the name of or for the account of the Client; and
- WRM shall not hold itself out as having authority to bind the Client.
3.5. Each party shall:
- comply with all reasonable standards of safety and comply with the Client’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the other party any unsafe working conditions or practices;
- comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
- ensure that all persons associated with it or other persons who are performing services in connection with this Agreement comply with this clause.
3.6. The Client shall co-operate with WRM, follow all reasonable instructions and comply with all reasonable requirements of WRM from time to time and shall do so in accordance with any specified timescales to enable it to perform the Services in accordance with this Agreement including but not limited to:
- providing it with any and all data and information, materials, documentation and literature;
- making available any and all personnel notified to it by WRM; and
- providing WRM with safe access to, around and egress from any premises owned or occupied by the Client.
4. Document Sharing & Editing
4.1. WRM hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Software with the WRM Details for the purposes of receiving the Sharing Services. The Client agrees and acknowledges that:
- it may have to subscribe for and/or create an account in order to use the Software and that WRM shall not be responsible to carry out any such acts for and on behalf of the Client;
- use of the Software may be subject to terms and conditions and policies (including privacy and cookies policies) imposed by the Third-Party Provider and that the Client shall have to read, agree to and act in accordance with them at all times;
- WRM does not recommend or endorse the use of the Software and that such use is carried out solely at its own risk;
- WRM makes no representation, warranty or commitment and shall have no liability or obligation whatsoever:
- in relation to the content or use of, or correspondence with, the Software, or any transactions completed, and any contract entered into by the Client, with a Third-Party Provider;
- in relation to any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and the Client acknowledges that the Sharing Services and the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
- that the use of the Software will be uninterrupted or error-free or that the Sharing Services will meet the Client’s specific requirements.
4.2. The Client shall not access, store, distribute or transmit any Viruses, or any material during its use of the Software or otherwise in connection with receipt of the Sharing Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property,
and WRM reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to the Software or any material that breaches the provisions of this clause.
4.3. The Client shall use its best endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify WRM.
4.4. As part of the Sharing Services, WRM shall prepare and submit certain Works to the Client via the Software.
4.5. The Client shall review and report back to WRM within any specified timescales, either:
- to confirm that the Works are accepted and complete; or
- with a revised version of the Works (‘Revised Works’) outlining such revisions (‘Client Revisions’) as tracked changes following which the process in clause 4.6 shall be followed.
Where the Client fails to report back to WRM within the specified timescales then the Works shall be deemed to have been accepted and no further action shall be required.
4.6. Where the Client submits Revised Works to WRM, WRM shall either:
- approve the Client Revisions at which point the Works shall be deemed accepted; or
- make further revisions (‘WRM Revisions’) to the Revised Works at which point the process set out in clause 4.5 shall be repeated strictly for and limited only to the WRM Revisions, and in any event, this process may not be repeated more than 3 times, or such other limit as set out in the Proposal.
4.7. The Client agrees and acknowledges that it shall not make any further revisions to the Works following the point at which they have been accepted in accordance with clauses 4.5 and 4.6 above and that where it does so (‘Unauthorised Revision’) and makes use of the Works containing Unauthorised Revisions, that WRM shall not be liable for any Losses which is suffers or incurs as a consequence.
5.1. WRM shall submit to the Client an invoice which gives details of the Fees payable for the Services provided during that month
5.2. The Client shall pay the Fees to WRM in accordance with the Payment Terms unless otherwise specified within the relevant invoice to which those Fees relate. All sums payable under this Agreement:
- are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
- shall be paid in full without any set-off, counterclaims or deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to:
- lawfully avoid making any such deductions; or
- enable the payee to obtain a tax credit in respect of the amount withheld
5.3. Where additional services are required beyond the scope of the Services (‘the Additional Services’), then WRM shall with the agreement of the Client in writing provide these at the Additional Rate and for the avoidance of doubt, WRM shall not be required to provide such Additional Services until such time as it has received the agreement of the Client.
5.4. WRM shall have the right to charge interest on any overdue Fees at the rate of 8% per year above the base rate of the Bank of England, calculated from the date when payment of the Fees becomes due up to and including the date of actual payment whether before or after judgment or in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5.5. WRM shall be entitled at any time to increase the Fees to accord with any change in WRM’s standard scale of charges by giving to the Client no less than one month’s prior written notice.
6.1. The Client shall reimburse all reasonable expenses properly and necessarily incurred by WRM in the course of the Engagement, subject to the production of receipts or other appropriate evidence of payment by WRM.
6.2 Expenses for which WRM is entitled to reimbursement shall include but not be limited to:
- fuel expenses at a rate of 45p per mile;
- travel expenses by any other means of travel;
- the cost of any accommodation required due to an overnight stay in connection with the provision of the Services; and
- the costs relating to the hire of any ancillary equipment required by WRM to provide the Services.
7. Other Activities
Nothing in this Agreement shall prevent WRM from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that such activity does not cause a breach of any of WRM’s obligations under this Agreement.
8. Confidential Information and Property
8.1. Both parties acknowledge that in the course of the Engagement they will have access to Confidential Information and each party has therefore agreed to accept the restrictions in this clause 8.
8.2. Neither party shall (except in the proper course of its or his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:
- any use or disclosure authorised by the other party or as required by law; or
- any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure.
8.3. At any stage during the Engagement, either party will promptly on request return to the other all and any Property in its possession.
9. Data Protection
9.1. The Client shall own all right, title and interest in and to all the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
9.2. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for WRM to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by WRM. WRM shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by WRM to perform services related to Client Data maintenance and back-up).
9.3. Each party shall, in performing its obligations under this agreement, comply with DP Legislation.
9.4. If WRM processes any personal data on the Client’s behalf when performing its obligations under this Agreement, the parties record their intention that the Client shall be the data controller and WRM shall be a data processor and in any such case:
- the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Client is located in order to carry out the Services and WRM’s other obligations under this Agreement;
- the Client shall ensure that the Client is entitled to transfer the relevant personal data to WRM so that WRM may lawfully use, process and transfer the personal data in accordance with this Agreement on the Client’s behalf;
- the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all DP Legislation;
- WRM shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Client from time to time; and
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
10.1. Unless otherwise agreed in writing WRM retains all existing and future Intellectual Property Rights in the Works and of all materials embodying such rights and statutory moral rights in the Works.
10.2. Unless otherwise agreed in writing, WRM grants a licence to the Client of all existing Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law insofar as they do not vest automatically by operation of law in the Client. WRM accepts no responsibility for and makes no warranties in respect of the Intellectual Property Rights in the Works to the extent that the Works are modified or varied in any way by the Client.
10.3. Both parties undertake to execute all documents, make all applications, give all assistance and do all acts and things, at the expense of the Client and at any time either during or after the Engagement, as may as agreed between the parties in writing necessary or desirable to vest the Intellectual Property Rights or any other rights as agreed between the parties in, and register or obtain patents or registered trademarks or designs in, the relevant party’s name.
The Client undertakes (at its own cost) to defend WRM against any claims that any rights transferred to or created by WRM and/or the Client under this Agreement infringe any third-party rights. The Client shall hold harmless, indemnify and keep indemnified WRM against any and all loss, costs, damages, charges or expenses to the extent that they result from any such claims arising under this clause.
11. Indemnity and Liability
11.1. WRM shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement a result of:
- any act or omission of the Client, its agents, sub-contractors or employees; or
- any period during which it is attempting to source a replacement provider of the Services as set out in clause 3.2; or
- a Force Majeure Event. If the Force Majeure Event prevents WRM from providing the Services for more than 3 months, WRM shall, without limiting its other rights or remedies and without liability to the Client, have the right to terminate the Agreement immediately by giving written notice to the Client.
11.2. Nothing in this Agreement excludes liability for death or personal injury arising out of negligence or any damage or liability incurred by the Client as a result of WRM’s fraud or fraudulent misrepresentation.
11.3. Subject to the provisions of this clause 11 WRM shall not be liable to the Client:
- whether in tort (including negligence or breach of statutory duty), contract, misrepresentation or otherwise for loss of profits, business and goodwill, anticipated savings, goods, contract, use, corruption of data or information, or any special, indirect, consequential or pure economic Loss;
- where the Client has modified or varied the Works (including any Unauthorised Revisions) or the nature of its business, its operating processes, working environment or anything which is specifically referred to in the Works in any way or where the Client has failed to inform WRM of or concealed from WRM any aspects of its business, operating practices or working environment anything which WRM may reasonably have needed to be aware in course of producing the Works and performing the Services;
- where legislation, regulations, guidance, publications, recognised practice and/or any rules or bye-laws (including any of those issued or published by the Environment Agency, the ISO, HSE a superseding or other relevant regulatory, governing or recognised body (whether national or local) from time to time) change in such a way that the Works and/or the Services performed are no longer current, up-to-date or recognised practice and for the avoidance of doubt where this is the case the Client acknowledges and warrants that it shall not act in accordance with the Works and/or any Services; and
- for any Loss, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation or otherwise under this Agreement for an amount exceeding the total Fees paid to WRM by the Client under this Agreement in the 12 months preceding the event giving rise to the Loss.
11.4. The Client agrees to indemnify WRM, keep it indemnified and held harmless at all times against all or any Loss (including loss of profits, business and goodwill, anticipated savings, goods, contract, use, corruption of data or information, or any special, indirect, consequential or pure economic loss) sustained or incurred by WRM, or for which WRM may become liable, arising directly or indirectly from the Client’s failure to perform or delay in the performance of any of its obligations under this Agreement or from any fraudulent or negligent act by the Client or other claim relating to or arising out of this Agreement and whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise (‘Indemnity Event’).
11.5. The Client shall:
- upon becoming aware of an actual or potential Indemnity Event, immediately notify WRM;
- use its best endeavours to provide WRM with assistance in relation to the Indemnity Event;
- allow WRM the exclusive conduct of all disputes, proceedings, negotiations and settlements relating to the Indemnity Event, conducted at the Client’s expense; and
- not admit liability in connection with any Indemnity Event or settle the Indemnity Event without the prior written permission of WRM.
12. Suspension and Termination
12.1. Notwithstanding the provisions of clause 2.2, WRM may without liability to the Client suspend or terminate the Engagement with immediate effect if at any time:
- the parties enter into a new agreement in respect of the Services superseding this Agreement;
- any Fees payable by the Client to WRM under this Agreement are overdue;
- the Client in the reasonable opinion of WRM, commits (or is likely to commit) any serious breach of any term of this Agreement and fails (in the case of a breach capable of being remedied) within 14 days of receipt of a request in writing from WRM to do so, to remedy the breach;
- the Client commits any 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 WRM;
- the Client is the subject of any regulatory enquiry, investigation, sanction or penalty such that WRM reasonably considers its association with it would be detrimental to its reputation;
- the Client (being an individual) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
- the Client (being a body corporate) makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Client;
- there is a meeting of the creditors of the Client or any arrangement or composition with or for the benefit of the Client’s creditors (including any voluntary arrangement as defined in Part 1 of the Insolvency Act 1986) is proposed or entered into by or in relation to the Client;
- a receiver, administrator, administrative receiver, liquidator or similar officer takes possession of or is appointed over the whole or any substantial part of the Client’s assets;
- the Client ceases to carry on business or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- a petition is presented, or a meeting convened for the purpose of considering a resolution for the making of an administration order, the winding up, or dissolution of the Client; or
- the Client commits any fraud or dishonesty or acts in any manner which in the opinion of WRM brings or is likely to bring WRM into disrepute or is materially adverse to the interests of WRM.
12.2. The rights of WRM under clause 12.1 are without prejudice to any other rights or remedies that it might have at law including the right to be paid any overdue amounts and right to terminate the Engagement or to accept any breach of this Agreement on the part of the Client as having brought the Agreement to an end. Any delay by WRM in exercising its rights to terminate shall not constitute a waiver of these rights.
13. Obligations on Termination
13.1. On the Termination Date or as soon as possible thereafter each party shall:
- immediately deliver to the other all Property which is in its possession or under its control and all copies of the whole or any part thereof, or if so requested by the other party, shall destroy the same provided that that party may extract and store any of its own data upon a separate media for continuity purposes;
- irretrievably delete any Confidential Information which is in their possession or under their control; and
- provide a signed statement that it or he has complied fully with its or his obligations under this clause 0.
13.2. Any termination of the Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or to continue in force on or after such termination.
14.1. The relationship of WRM to the Client will be that of independent contractor and nothing in this Agreement shall render it an employee, worker, agent or partner of the Client and WRM shall not hold itself out as such.
14.2. This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Client shall be fully responsible for:
- 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 where such recovery is not prohibited by law. The Client shall further be responsible for any costs, expenses and any penalty, fine or interest incurred or payable by it in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
- any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought against the Client arising out of or in connection with the provision of the Services.
14.3. WRM warrants that it is not nor will it prior to the cessation of this Agreement, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.
14.4. WRM may sub-contract, assign or otherwise transfer its rights and/or obligations under this Agreement without the permission of the Client. The Client must seek the express written permission of WRM prior to sub-contracting, assigning or otherwise transferring any of its rights or obligations under this Agreement.
15.1. 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 or by sending it by email or fax to the email address or fax number notified by the relevant party to the other party. Any such notice shall be deemed to have been received:
- if delivered personally, at the time of delivery;
- in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and
- in the case of email or fax, at the time of transmission
15.2. In proving such service it shall be sufficient to prove that the envelope/media containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post or that the notice was transmitted by email or fax to the email address or fax number of the relevant party.
Each party on behalf of itself acknowledges and agrees with the other party that:
- this Agreement together with any documents referred to in it constitute the entire agreement and understanding between WRM and the Client and supersedes any previous agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);
- in entering into this Agreement neither party has relied on any Pre-Contractual Statement; and
- the only remedy available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.
No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
Third Party Rights
Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
Governing Law and Jurisdiction
20.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).