The Customer's attention is particularly drawn to the provisions of clause 8 (non-solicitation), clause 9 (indemnity) and clause 12 (limitation of liability).

1.          INTERPRETATION

1.1        The following definitions and rules of interpretation apply in these Conditions.

1.2        Definitions:

1.2.1        Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

1.2.2        Candidate: any person that the Supplier introduces to the Customer to be considered for an Engagement (and Candidates shall be interpreted accordingly).

1.2.3        Charges: the Charges payable by the Customer for the supply of the Services in accordance with clause 6.

1.2.4        Commencement Date: has the meaning given in clause 2.2.

1.2.5        Conditions: these terms and Conditions as amended from time to time in accordance with clause 15.5.

1.2.6        Contract: the Contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

1.2.7        Control: has the meaning given in section 1124 of the corporation tax act 2010, and the expression change of Control shall be construed accordingly.

1.2.8        Customer: the person or firm who purchases Services from the Supplier, or the person or firm to which a Candidate is introduced by the Supplier.

1.2.9        Customer Default: has the meaning set out in clause 4.3.

1.2.10      Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the data protection act 2018 (dpa 2018) (and regulations made thereunder); the privacy and electronic communications regulations 2003 (si 2003/2426) as amended.

1.2.11      Engagement: the Customer’s Engagement, employment, hire or use of a Candidate (whether for the position originally advertised or otherwise) whether directly or indirectly, including but not limited to, as an employee, partner, consultant, director, shareholder or otherwise (and whether on an employed or self-employed basis, directly or through a limited company which the Candidate is an officer, employee, consultant or shareholder of, or an LLP of which the Candidate is a member or employee of) or the Customer’s offer of this which is accepted by the Candidate (and Engaged and Engages shall be interpreted accordingly).

1.2.12      Group: in relation to a company, that company, any subsidiary or subsidiary undertaking or any holding company or parent undertaking from time to time of that company, and any subsidiary or subsidiary undertaking from time to time of a holding company or parent undertaking of that company, or in relation to a company, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that company from time to time. Each company in a Group is a member of the Group.

1.2.13      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

1.2.14      Remuneration: all base salary, wages, fees, profit shares, guaranteed and / or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company care or care allowance (or the actual provision of a company car which shall be deemed to be valued at £7,500, £10,000 or £15,000 per annum based on salary thresholds of £24,999 - £99,999 / £100,000 - £199,999 / £200,000 plus respectively – unless the Customer informs the Supplier otherwise), living or accommodation allowances, private medical (at an assumed amount of £1,000 unless the Customer informs the Supplier otherwise) or dental cover and all other payments and taxable or non-taxable emoluments payable to or receivable by a Candidate in respect of an Engagement.

1.2.15      Services: the recruitment Services supplied by the Supplier to the Customer.

1.2.16      Supplier: Spherical Search Ltd registered in England and Wales with company number 15104999.

1.3        Interpretation:

1.3.1        A reference to legislation or a legislative provision:

1.3.1.1    Is a reference to it as amended, extended or re-enacted from time to time; and

1.3.1.2    Shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.3.2        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.

1.3.3        A reference to writing or written includes email but not fax.

2.          BASIS OF CONTRACT

2.1        Before introducing a Candidate, the Supplier will confirm to the Customer whether it is providing a Contingency Appointment or Retained Appointment for the purposes of the Contract.

2.2        The Contract comes into existence on the earliest of:

2.2.1        The Supplier confirming the acceptance of the Customer’s instructions in writing; or

2.2.2        The Customer interviewing a Candidate (or arranging an interview); or

2.2.3        The Customer offering a Candidate an Engagement

(Commencement Date).

2.3        Any drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any Contractual force.

2.4        These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.          SUPPLY OF SERVICES

3.1        The Supplier shall supply the Services to the Customer in accordance with the Contract in all material respects.

3.2        The Supplier shall use all reasonable endeavours to meet any performance dates agreed, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3        The Supplier reserves the right to amend the nature of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4        The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5        The Supplier will use reasonable endeavours to introduce Candidates to the Customer, however:

3.5.1        The Supplier cannot guarantee that it will find suitable Candidates;

3.5.2        The Supplier gives no guarantees, warranties or representations in relation to the suitableness of any Candidate.

4.          CUSTOMER'S OBLIGATIONS

4.1        The Customer shall:

4.1.1        Satisfy itself as to the suitability of any Candidate and ensure that they have the necessary skills and experience for the Engagement;

4.1.2        Carry out any appropriate checks in relation to a Candidate, including in relation to references, medical requirements, validity of qualifications, obtaining any work and / or other permits and checking the eligibility of the Candidate to work in any relevant country;

4.1.3        Co-operate with the Supplier in all matters relating to the Services;

4.1.4        Provide the Supplier with such information as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.5        Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.6        Inform the Supplier as soon as:

4.1.6.1    The Customer makes an offer of an Engagement to a Candidate;

4.1.6.2    When an offer of Engagement is accepted (or upon the start of an Engagement, whichever happens first); and

4.1.6.3    Provide full details of the Remuneration and copies of any related documents requested by the Supplier,

4.1.7        Comply with all applicable laws and regulations in relation to the Services, and the Engagement of the Candidate.

4.2        If the Customer fails to comply with clause 4.1.6, the Supplier shall invoice the Charges on the typical level of Remuneration applicable for that position with regard to any information the Customer has supplied and / or comparable positions in the market (as determined by the Supplier in its sole discretion).

4.3        If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

4.3.1        Without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

4.3.2        The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.3; and

4.3.3        The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5.          EXCLUSIVITY

5.1        The Customer agrees that it is engaging the Supplier on an exclusive basis in relation to the Services, and the Customer shall not engage another party in respect of the same vacancy without obtaining the Supplier’s prior written consent.

6.          CHARGES AND PAYMENT

6.1        The Charges for the Services shall be calculated as follows:

6.1.1        Contingency Appointment: 30% of the Candidate’s first year Remuneration, invoiced by the Supplier when an offer letter of Engagement from the Customer is signed by the Candidate or the Candidate commences work or the Engagement, whichever is earlier; and

6.1.2        Retained Appointment: 35% of the Candidate’s first year Remuneration, invoiced by the Supplier one-third on the Commencement Date and two-thirds when an offer letter of Engagement from the Customer is signed by the Candidate or the Candidate commences work or the Engagement, whichever is earlier, with a minimum charge of £10,000 if the Remuneration is less than £25,000 per annum. If the Engagement is for less than 12 months, the Remuneration will be applied pro rata to calculate the Charges.

6.2        Where the Customer asks the Supplier to arrange travel for a Candidate to meet the Customer, the Supplier shall be entitled to add its standard rates for this service (as amended from time to time) to its invoice.

6.3        If an estimated Remuneration was used for calculating any initial invoice, the final invoice will be calculated to reflect the actual Remuneration package accepted by the Candidate.

6.4        If the Customer enters into a Retained Appointment and cancels, materially alters or puts it on hold for more than 12 weeks, the Customer will pay a cancellation fee of 50% of the balance of the Charges not invoiced at that date.

6.5        If the Customer introduces or passes details of a Candidate to another party (directly or indirectly, including another member of the Customer’s Group), and that party Engages the Candidate, the Customer must tell the Supplier immediately and pay to the Supplier the Charges outlined in clause 6.1, unless the Engagement takes place more than 12 months after:

6.5.1        When the Supplier introduced the Candidate to the Customer; or

6.5.2        The date of the Candidate’s last interview with the Customer (whichever is earlier).

6.6        The Customer will pay the Charges if within 12 months of an introduction by the Supplier, the Customer:

6.6.1        Rejects a Candidate, withdraws an offer or the Candidate rejects the Customer’s offer of Engagement, but the Customer (or a member of the Customer’s Group) later Engages the Candidate; or

6.6.2        (or a member of the Customer’s Group) Engages a Candidate in any vacancy or role even if the role is different to the Customer’s initial requirement.

6.7        The Supplier shall invoice the Customer at such times as determined by the Supplier in its discretion, or as outlined in these Conditions.

6.8        The Customer will pay any expenses reasonably incurred by the Supplier in connection with the Services, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of Services provided by third parties and required by the Supplier for the performance of the Services.

6.9        The Customer shall pay each invoice submitted by the Supplier:

6.9.1        Within 14 days of the date of the invoice; and

6.9.2        In full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

6.10     All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for vat purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid vat invoice from the Supplier, pay to the Supplier such additional amounts in respect of vat as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.11     If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.11 will accrue each day at 4% a year above the bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.12     All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.          REPLACEMENT CANDIDATES

7.1        If an Engaged Candidate leaves the Customer within the first 8 weeks of their Engagement, the Supplier will try to introduce a replacement Candidate for no additional charge, assuming that:

7.1.1        All of the Supplier’s invoices have been paid in accordance with clause 6;

7.1.2        The Customer has notified the Supplier within 7 days of the departure;

7.1.3        The termination is lawful, and not due to redundancy or a material change in the job description; and

7.1.4        The Engagement was for a fixed period of more than 8 weeks.

8.          NON-SOLICITATION: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1        The Customer shall not, without the prior written consent of the Supplier, at any time from the Commencement Date to the expiry of 6 months after the termination or expiry of the Contract, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, Engaged as an employee, consultant or subContractor of the Supplier in the provision of the Services.

8.2        Any consent given by the Supplier in accordance with clause 8.1 shall be at the Supplier’s sole discretion, and subject to the Customer paying to the Supplier a sum equivalent to up to 50% of the then current annual Remuneration of the Supplier's employee, consultant or subContractor or, if higher, up to 50% of the annual Remuneration to be paid by the Customer to that employee, consultant or subContractor.

9.          INDEMNITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1        The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:

9.1.1        Any breach of the Contract;

9.1.2        The enforcement of the Contract by the Supplier;

9.1.3        Any acts or omissions of a Candidate, whether negligent, fraudulent, dishonest, reckless or otherwise arising directly or indirectly out of the Contract and / or the Engagement.

10.       INTELLECTUAL PROPERTY RIGHTS

10.1     All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

11.       DATA PROTECTION

11.1     Both parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to a party’s obligations under the Data Protection Legislation.

11.2     The parties acknowledge that for the purposes of the Data Protection Legislation, the Supplier is the data Controller and the Customer is the data processor (as defined in the Data Protection Legislation).

11.3     Without prejudice to the generality of clause 11.1, the Supplier will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data (as defined in the Data Protection Legislation for the purposes of the Contract) to the Customer for the duration and purposes of the Contract.

11.4     Without prejudice to the generality of clause 11.1, the Customer shall, in relation to any personal data processed in connection with the Contract:

11.4.1      Process that personal data only on the documented written instructions of the Supplier unless the Customer is required by the Data Protection Legislation to otherwise process that personal data;

11.4.2      Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of 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);

11.4.3      Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

11.4.4      Not transfer any personal data outside of the UK unless the prior written consent of the Supplier has been obtained and the following Conditions are fulfilled:

11.4.4.1  The Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

11.4.4.2  The data subject has enforceable rights and effective legal remedies;

11.4.4.3  The Customer complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

11.4.4.4  The Customer complies with reasonable instructions notified to it in advance by the Supplier with respect to the processing of the personal data;

11.4.5      Assist the Supplier 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;

11.4.6      Notify the Supplier without undue delay on becoming aware of a personal data breach;

11.4.7      At the written direction of the Supplier, delete or return personal data and copies thereof to the Supplier on termination or expiry of the Contract unless required by the Data Protection Legislation to store the personal data; and

11.4.8      Maintain complete and accurate records and information to demonstrate its compliance with this clause 11.

11.5     The Supplier does not consent to the Customer appointing any third party processor of personal data under the Contract.

12.       LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1     References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in Contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2     Nothing in this clause 12 shall limit the Customer's payment obligations under the Contract.

12.3     Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

12.3.1      Death or personal injury caused by negligence;

12.3.2      Fraud or fraudulent misrepresentation; and

12.3.3      Breach of the terms implied by section 2 of the supply of goods and Services act 1982 (title and quiet possession).

12.4     Subject to clause 12.3 (liabilities which cannot legally be limited), the Supplier's total liability to the Customer for all loss or damage arising out of or in connection with the Services shall not exceed 125% of the Charges payable by the Customer pursuant to the Contract.

12.5     Subject clause 12.2 (no limitation of Customer's payment obligations) and clause 12.3 (liabilities which cannot legally be limited), this clause 12.5 sets out the types of loss that are wholly excluded by, and cannot be claimed from, the Supplier:

12.5.1      Loss of profits.

12.5.2      Loss of sales or business.

12.5.3      Loss of agreements or Contracts.

12.5.4      Loss of anticipated savings.

12.5.5      Loss of use or corruption of software, data or information.

12.5.6      Loss of or damage to goodwill; and

12.5.7      Indirect or consequential loss.

12.6     The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the supply of goods and Services act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.7     Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.8     This clause 12 shall survive termination of the Contract.

13.       TERMINATION

13.1     Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 7 days’ written notice.

13.2     Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.2.1      The other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 3 days of that party being notified in writing to do so;

13.2.2      The other party takes 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;

13.2.3      The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

13.2.4      The other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.3     Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

13.3.1      The Customer fails to pay any amount due under the Contract on the due date for payment; or.

13.3.2      There is a change of Control of the Customer.

13.4     Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other Contract between the Customer and the Supplier if:

13.4.1      The Customer fails to pay any amount due under the Contract on the due date for payment;

13.4.2      The Customer becomes subject to any of the events listed in clause 13.2.3 or clause 13.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them; and

13.4.3      The Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 13.2.2.

14.       CONSEQUENCES OF TERMINATION

14.1     On termination or expiry of the Contract the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

14.2     Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry (including but not limited to any rights of the Supplier pursuant to clause 6.4).

14.3     Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15.       GENERAL

15.1     Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable Control.

15.2     Assignment and other dealings.

15.2.1      The Supplier may at any time assign, mortgage, charge, subContract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

15.2.2      The Customer shall not assign, transfer, mortgage, charge, subContract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

15.3     Confidentiality.

15.3.1      Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Customers, clients or Suppliers of the other party, except as permitted by clause 15.3.2.

15.3.2      Each party may disclose the other party's confidential information:

15.3.2.1  To its employees, officers, representatives, Contractors, subContractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, Contractors, subContractors or advisers to whom it discloses the other party's confidential information comply with this clause 15.3; and

15.3.2.2  As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3.3      Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

15.4     Entire agreement.

15.4.1      The Contract 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.

15.4.2      Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.5     Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the Supplier.

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

15.7     Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract deleted under this clause 15.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.8     Notices.

15.8.1      Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email.

15.8.2      Any notice shall be deemed to have been received:

15.8.2.1  If delivered by hand, at the time the notice is left at the proper address;

15.8.2.2  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; or

15.8.2.3  If sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.8.2.3, business hours means 9.00am to 5.00pm monday to friday on a day that is not a public holiday in the place of receipt.

15.8.3      This clause 15.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

15.9     Third party rights.

15.9.1      Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (rights of third parties) act 1999 to enforce any term of the Contract.

15.9.2      The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

15.10  Governing law. The Contract, and any dispute or claim (including non-Contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England.

15.11  Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-Contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

15.12  Language.

15.12.1   The Contract is drafted in the English language.

15.12.2   Any notice given under or in connection with the Contract shall be in English. All other documents provided under or in connection with the Contract shall be in English or accompanied by a certified English translation.

15.12.3   The English language version of the Contract and any notice or other document relating to the Contract, shall prevail if there is a conflict.