Therapist Terms and Conditions
Sapphire Spa Solutions Terms and Conditions for Therapists
The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).
Assignment: an assignment for the provision of services by the Consultant to the Company’s Clients as assigned by the Director to the Consultant in accordance with details contained in exchange of emails. Business of the Company: temporary employment agency to provide trained staff to the clients of the Company to carry out the services.
Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement which relate to the Business of the Company or which the Director reasonably considers might be of benefit to the Company.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Clients: the clients of the Company.
Company Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Company or its clients and business contacts, end users and any equipment, keys, hardware or software provided for the Consultant’s use by the Company during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Company or the Consultant’s computer systems or other electronic equipment during the Engagement.
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, clients, products, affairs and finances of the Company for the time being confidential to the Company and trade secrets including, without limitation, technical data and know-how relating to the Business of the Company or any of its suppliers, clients, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with her Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
Director: Kayleigh Purser.
Engagement: the engagement of the Consultant by the Company on the terms of this agreement.
Extra Hours: extra hours worked by the Consultant to provide the Services which are over and above those set out in the Assignment.
Insurance Policies: professional indemnity insurance cover and public liability insurance cover.
Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, moral rights, trademarks 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.
Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Premises: the Client’s premises or place of business where the provision of the Services is carried out.
Services: the services provided by the Consultant in a consultancy capacity for the Company as more particularly described in email correspondence provided by the Director to the Consultant.
Shift: the period of time during which the Services are carried out.
Shift Start Time: the time the Consultant is due to start the Assignment.
Termination Date: the date of termination of this agreement, howsoever arising.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Services.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Any Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
2. TERM OF ENGAGEMENT
2.1 The Company shall engage the Consultant and the Consultant shall provide the Services as set out in the Assignment on the terms of this agreement.
2.2 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:
(a) as provided by the terms of this agreement; or
(b) by either party giving to the other not less than one weeks’ prior written notice, save for in the event of a breach of this agreement by the Consultant in which case the Company shall reserve the right to terminate this agreement with immediate effect in accordance with clause 11.
3. DUTIES AND OBLIGATIONS
3.1 During the Engagement the Consultant shall:
(a) provide the Services with all due care, skill and ability and use her best endeavours to promote the interests of the Company;
(b) promptly give to the Director all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the Company;
(c) arrive 15 minutes before the Shift Start Time at the Premises to familiarise themselves with the Client’s procedures, treatment menu, Premises, etc.;
(d) remain at the Premises for the entire Shift as per the Assignment unless authorised by the Director otherwise.
3.2 If the Consultant is unable to provide the Services due to illness or injury, she shall advise the Company of that fact as soon as reasonably practicable and in any event within 48 hours of the Shift Start Time. For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided and the Consultant at the discretion of the Director may be liable for any reasonable losses the Company incurs as a result of the Consultant being unable to provide the Services.
3.3 The Consultant must notify the Company of any holiday arrangements or other periods of absence when she will be unable or unavailable for an Assignment or to carry out the Services at least 2 weeks in advance.
3.4 The Consultant providing massage treatments as part of the Services must ensure that they only work 5 hours per day. If the Client requires more hours of this type of therapy then it must be agreed in writing between the Client and the Company.
3.5 It is the Consultant’s responsibility to ensure they are qualified to carry out the Assignment and have the necessary skills and equipment to do so.
3.6 The Consultant must ensure that she has all relevant training and qualifications necessary to carry out the Services which are current and up to date. The Consultant may be required to provide evidence of the same to the Director on request.
3.7 If the Consultant is unable to provide the Services within 24 hours from the Shift Start Time then the Consultant may, with the prior written approval of the Director and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services on her behalf, provided that the Substitute shall be required to enter into direct undertakings with the Company, including with regard to confidentiality. If the Company accepts the Substitute, the Consultant shall continue to invoice the Company in accordance with Clause 4 and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Consultant will continue to be subject to all duties and obligations under this agreement for the duration of the appointment of the Substitute.
3.8 If a Substitute is appointed, the provisions relating to sub-processor obligations under Clause 8 will apply.
3.9 The Consultant shall use reasonable endeavours to ensure that she is available at all times on reasonable notice to provide such assistance or information as the Company may require.
3.10 Unless she has been specifically authorised to do so by the Company in writing, the Consultant shall not:
(a) have any authority to incur any expenditure in the name of or for the account of the Company; or
(b) hold herself out as having authority to bind the Company.
3.11 The Consultant shall comply with all reasonable standards of safety and comply with the Company’s health and safety procedures and those of the Company’s Clients from time to time in force at the premises where the Services are provided and report to the Company any unsafe working conditions or practices.
3.12 The Consultant shall comply with the Company’s policies on social media, use of information and communication systems, anti-harassment and bullying, no smoking, dress code and substance misuse.
3.13 The Consultant shall cooperate with the Company’s and/or the Client’s reasonable instructions in relation to any Assignment or the provision of Services and shall accept the direction, supervision and control of any responsible person in the Client’s organisation.
3.14 The Consultant shall cooperate with the Company in the completion and renewal of all mandatory checks including in relation to their right to work in the United Kingdom.
3.15 The Consultant shall comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Services and applicable to the Company’s business, including without limitation, any equal opportunities or non-harassment policies.
3.16 The Consultant undertakes to the Company that during the Engagement she shall take all reasonable steps to offer (or cause to be offered) to the Company any Business Opportunities as soon as practicable after the same shall have come to her knowledge and in any event before the same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Company if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any third party.
3.17 The Consultant may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Company will not be liable to bear the cost of such functions; and
(b) at the Company’s request the third party shall be required to enter into direct undertakings with the Company, including with regard to confidentiality.
3.18 The Consultant shall:
(a) 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 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Company’s policies, in each case as the Company or the relevant industry body may update them from time to time (Relevant Policies);
(d) promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of this agreement;
(e) ensure that all persons associated with the Consultant or other persons who are performing services in connection with this agreement comply with this Clause 3.18; and
(f) within two months of the date of this agreement, and annually thereafter, certify to the Company in writing, her compliance with this Clause 3.18. The Consultant shall provide such supporting evidence of compliance as the Director may reasonably request.
3.19 Failure to comply with Clause 3.18 may result in the immediate termination of this agreement.
3.20 The Consultant shall:
(a) not engage in any activity, practice or conduct which would constitute either:
(i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
(b) promptly report to the Company any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this agreement;
(c) ensure that all persons associated with the Consultant or other persons who are performing services in connection with this agreement comply with this Clause 3.20; and
(d) within 1 month of the date of this agreement, and annually thereafter, certify to the Company in writing compliance with this Clause 3.20 by the Consultant and all persons associated with the Consultant or other persons who are performing services in connection with this agreement. The Consultant shall provide such supporting evidence of compliance as the Company may reasonably request.
3.21 Failure to comply with Clause 3.20 may result in the immediate termination of this agreement.
4.1 The Company shall pay the Consultant a fee of £16 per hour for Services provided to a spa Client of the Company and £30 for Services provided to a hotel Client of the Company exclusive of VAT. On the last working day of each week during the Engagement the Consultant shall submit to the Company an invoice which gives details of the hours the Consultant has worked during the month, the Services provided, the Assignment details and the amount of the fee payable for the Services during that week.
4.2 In consideration of the provision of the Services during the Engagement, the Company shall pay each invoice submitted by the Consultant in accordance with Clause 4.1 within 14 days of receipt of a correctly submitted invoice.
4.3 The Company shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Company at any time.
4.4 It is the Consultant’s responsibility to ensure the accuracy of the invoices submitted, any errors may result in a request for the invoice to be reissued and a delay in the payment of the same.
4.5 If a Consultant is late for an Assignment, leaves early or does not turn up then an appropriate deduction from the fee will be made.
4.6 Extra hours will only be paid if agreed in writing by the Company and the Client in advance.
4.7 Payment in full or in part of the fees claimed under Clause 4 or any expenses claimed under Clause 5 shall be without prejudice to any claims or rights of the Company against the Consultant in respect of the provision of the Services.
4.8 Payment of fees will be made by BACS within 14 days of the receipt by the Director of a correctly issued invoice which should be submitted no later than 7pm on a Friday in order for the payment of the invoice to be processed the following week.
4.9 The Company shall not be responsible for any losses or liabilities incurred by the Consultant as a result of delays arising in the invoice processing caused by incorrectly submitted invoices.
5.1 The Consultant shall bear her own expenses incurred in the course of the Engagement.
6. OTHER ACTIVITIES
Nothing in this agreement shall prevent the Consultant 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:
(a) such activity does not cause a breach of any of the Consultant’s obligations under this agreement;
(b) the Consultant shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Company without the prior written consent of the Director; and
(c) the Consultant shall give priority to the provision of the Services to the Company over any other business activities undertaken by the Consultant during the course of the Engagement.
(d) the Consultant shall not contract directly with the Clients of the Company without the prior written consent of the Director.
7. CONFIDENTIAL INFORMATION
7.1 The Consultant acknowledges that in the course of the Engagement she will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this Clause 7.
7.2 The Consultant shall not (except in the proper course of her duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use her best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the Company or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the Consultant’s unauthorised disclosure.
7.3 At any stage during the Engagement, the Consultant will promptly on request return all and any Company Property in her possession to the Company.
8. DATA PROTECTION
8.1 The Company will collect and process information relating to the Consultant and its Clients in accordance with its privacy notice.
8.2 The Consultant and the Company acknowledge that for the purposes of the Data Protection Legislation, the Company is the data controller and the Consultant is the data processor.
8.3 The Consultant and the Company will comply with the Data Protection Legislation.
8.4 The Consultant shall, in relation to any Personal Data processed in connection with the Engagement:
(a) Process that Personal Data only on written instructions of the Company.
(b) Keep the Personal Data confidential.
(c) Comply with the Company’s Privacy standard OR Data protection policy.
(d) Comply with the Company’s reasonable instructions with respect to processing Personal Data.
(e) not transfer any Personal Data outside of the European Economic Area without the Company’s prior written consent.
(f) Assist the Company in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators.
(g) Notify the Company without undue delay on becoming aware of a Personal Data breach or communication which relates to the Company’s or Consultant’s compliance with the Data Protection Legislation.
(h) At the written request of the Company, delete or return Personal Data and any copies thereof to the Company on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data.
(i) Maintain complete and accurate records and information to demonstrate compliance with this clause 8 and allow for audits by the Company or the Company’s designated auditor.
8.5 The Consultant shall have personal liability for and shall indemnify the Company for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Consultant or a Substitute engaged by the Consultant of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.
9. INTELLECTUAL PROPERTY
9.1 The Consultant hereby assigns to the Company all existing and future 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 or under this agreement, the Consultant holds legal title in these rights and inventions on trust for the Company.
9.2 The Consultant undertakes:
(a) to notify to the Company in writing full details of any Inventions promptly on their creation;
(b) to keep details of all Inventions confidential;
(c) whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;
(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Company; and
(e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Company.
9.3 The Consultant warrants to the Company that:
(a) she has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
(b) she is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
(c) the use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any third party.
9.4 The Consultant agrees to indemnify the Company and the Director and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company or the Director, or for which the Company may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Consultant to the Company or Director during the course of providing the Services and/or carrying out an Assignment. The Consultant shall maintain adequate liability insurance coverage and ensure that the Company’s interest is noted on the policy, and shall supply a copy of the policy to the Company on request. The Company may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
9.5 The Consultant waives any moral rights in the Works to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Consultant’s moral rights.
9.6 The Consultant 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 Consultant in respect of the performance of his obligations under this Clause 9.
9.7 The Consultant undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Director, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.
9.8 The Consultant irrevocably appoints the Company to be her attorney in his name and on her behalf to execute documents, use the Consultant’s name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause.
10. INSURANCE AND LIABILITY
10.1 The Consultant shall have personal liability for and shall indemnify the Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and/or carrying out of an Assignment and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.
10.2 The Consultant shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Company and that the level of cover and other terms of insurance are acceptable to and agreed by the Company.
10.3 The Consultant shall on request supply to the Company copies of such Insurance Policies and evidence that the relevant premiums have been paid.
10.4 The Consultant shall notify the insurers of the Company’s interest and shall cause the interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Company against the Consultant in respect of which the Consultant would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Company directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Company, the Consultant shall use all insurance monies received by him to indemnify the Company in respect of any claim and shall make good any deficiency from her own resources.
10.5 The Consultant shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Consultant is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultant shall notify the Company immediately without delay.
11.1 Notwithstanding the provisions of Clause 2.2, the Company may terminate the Engagement with immediate effect with no liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant:
(a) commits any gross misconduct affecting the Business of the Company;
(b) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company;
(c) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(d) is in the reasonable opinion of the Director negligent or incompetent in the performance of the Services and/or Assignment;
(e) is declared bankrupt or makes any arrangement with or for the benefit of her creditors or has a county court administration order made against him under the County Court Act 1984;
(f) dies or is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 6 months in any [52-week] consecutive period;
(g) commits any fraud or dishonesty or acts in any manner which in the opinion of the Director brings or is likely to bring the Consultant or the Company into disrepute or is materially adverse to the interests of the Company;
(h) commits any breach of the Company’s policies and procedures;
(i) commits any offence under the Bribery Act 2010; or
(j) commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
11.2 The rights of the Company under Clause 11 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.
12. OBLIGATIONS ON TERMINATION
On the Termination Date the Consultant shall:
(a) immediately deliver to the Company all Company Property and original Confidential Information in her possession or under her control;
(b) subject to the Company’s data retention guidelines, irretrievably delete any information relating to the Business of the Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in her possession or under his control outside the premises of the Company. This obligation includes requiring any Substitute to delete such data where applicable. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that she has complied fully with her obligations under this Clause 12, together with such evidence of compliance as the Company may reasonably request.
13.1 The relationship of the Consultant to the Company will be that of independent contractor and nothing in this agreement shall render her an employee, worker, agent or partner of the Company and the Consultant shall not hold herself out as such.
13.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Company for and in respect of:
(a) 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 and/or Assignment, where the recovery is not prohibited by law. The Consultant shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant or any Substitute against the Company 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 Company.
13.3 The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
14.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business (if a company) or (in the case of the Consultant) her last known address; or
14.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt;
(b) 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 at the time recorded by the delivery service; or
14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.4 A notice given under this agreement is not valid if sent by e-mail.
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 acknowledges that in entering into this agreement 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 this agreement.
15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
No variation of this agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
18. THIRD PARTY RIGHTS
18.1 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. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
19. GOVERNING LAW
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.
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).