Terms and Conditions of Business
The following expressions shall have the following meanings:
1.1 “Company” means Trevose Partners Limited of 509 New Broad Street House, 35 New Broad Street, London EC2M 1NH;
1.2 “Client” means any person who purchases Services from the Company, or any other person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 hiring or requiring the Services of the Temporary Worker / Contractor or to whom the Temporary Worker is supplied and introduced, or who requires Services from the Company;
1.3 “Applicant” means any person introduced to the Client by the Company for an Engagement or Assignment;
1.4 “Engagement / Engages” means the employment or use of the Applicant by the Client, or any third party to whom the Client has introduced the Applicant, on a permanent or short-term basis under any form of contract or relevant agreement; or the direct engagement, employment, hire or use of the Applicant by the Client or any third party (following an introduction to them by the Client) or through any other employment business on a permanent or temporary basis, whether under a contract of service or contract for services; an agency, license, franchise or partnership arrangement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee;
1.5 “Services” means the services provided to the Client by the Company as set out in this document;
1.6 “Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by the Company;
1.7 “Agreement” means the contract between the Company and the Client for the provision of the Services incorporating these Terms and Conditions;
1.8 “Introduction” means the presentation of an Applicant by the Company to the Client with a view to his or her engagement by the Client and whether or not the Client knew of such Applicant previously and includes without limitation the provisions of any details written or oral of the Applicant including (a) the Client‟s interview of an Applicant in person, by phone or by video conference, following the Client‟s instruction to the Company to supply an Applicant or Temporary Worker; or (b) the passing to the Client of a curriculum vitae or information which identified the Applicant or Temporary Worker; and which leads to an Engagement of that Applicant;
1.9 “Assignment” means the period during which the Temporary Worker / Contractor is engaged by the Company to perform services and carries out work for and on behalf of the Client or agreed between the Client and the Company, commencing at the time the Temporary Worker / Contractor first reports to the Client to take up duties (or, if earlier, the commencement by the Temporary Worker / Contractor of such work or services) and ending upon the cessation by the Temporary Worker / Contractor of all such work and services;
1.10 “Remuneration” means base salary or fees, guaranteed and /or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable income payable to or receivable by the Temporary Worker for services rendered to or on behalf of the Client or any third party. Where a Company car is provided, a notional amount of £5,000 or 10% of the salary whichever value is greater will be added to the salary in order to calculate the Company‟s fee;
1.11 “Permanent Staff” means those Applicants introduced by the Company who are directly engaged by the Client whether on a permanent or temporary basis under a contract of service or contract for services or under an agency, license, franchise or partnership agreement;
1.12 “Temporary Worker” means the individual who is introduced or supplied by the Company to the Client with a view to carrying out work for the Client. Temporary Workers are employed by the Company under contracts and services
1.13 “Contractor” means the limited company introduced to the Client by the Company and engaged by the Client to carry out an Assignment (and save where otherwise indicated, includes any Individual supplied by the Contractor).
1.14 “Relevant Period” means 14 weeks from the start of the first Assignment (each new Assignment where there has been a break of more than 42 days [6 weeks] since the end of a previous Assignment shall also be considered to be the „first Assignment‟ for these purposes); or 8 weeks from the day after the last day the Temporary Worker worked on the Assignment;
2.1 These Terms and Conditions shall apply to the Agreement for the supply of Services by the Company to the Client and shall supersede any other documentation or communication between parties.
2.2 Any variation to these Terms and Conditions must be agreed in writing by the Company, or if agreed by the Client, by email from time to time
2.3 Acceptance of these Terms and Conditions shall be signed and returned to the Company by the Client.
2.4 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Company may be entitled in relation to the Services, by virtue of any statute, law or regulation.
2.5 Unless the context requires otherwise, references to the singular include the plural and references to the masculine include the feminine and vice versa. The headings contained in these terms are for convenience only and do not affect their interpretation.
3.1 Placing permanent and / or temporary staff in accordance with the Clients requirements, which will be communicated to the Company by the Client either verbally or via email or fax;
3.2 Identifying and interviewing applicants and conducting reference checks;
3.3 Conducting candidate management and providing relevant shortlists of applicants for interview;
3.4 Managing the recruitment process, communicating progress to all relevant parties including the Applicant, Client representatives including Line or Hiring Managers and Human Resources representatives;
3.5 Providing the client with market research as may be requested from time to time;
3.6 Any variation to the Services must be agreed by the Company in writing.
3.7 Dates given for the commencement of the Services are estimates only and not guaranteed. Time for commencement shall not be of the essence of the Agreement and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the Services.
4 Introduction Fees and Payment Terms
4.1 An Introduction fee, calculated in accordance with Clause 4.3, will be payable by the Client to the Company in respect of any Engagement subsequent to notification by the Company to the Client (whether orally or otherwise) of the relevant Applicant.
4.2 The Introduction fee shall be a percentage of the gross annualised remuneration payable to the relevant Applicant following the start of the relevant Engagement. “Gross Remuneration” is defined in clause 5.3
4.3 Gross remuneration shall mean the first year‟s equivalent annualised remuneration; including (without limitation) any guaranteed bonuses or incentives, car allowances or any other guaranteed payments to which the Applicant may be entitled. (Any car provided to the Applicant will be assessed as remuneration at the rate of £3,000 per annum plus VAT).
|Gross Remuneration||Fee %|
|Up to £49,999||20%|
|£50,000 to £79,999||22%|
|£80,000 to £119,999||23%|
|£120,000 to £159,999||25%|
4.4 Where an Applicant is hired for an interim or contract Engagement on the Client‟s own payroll, the Client will pay to the Company a placement fee of 25% of the Applicant‟s gross remuneration, pro rated over the length of that interim or contract period
4.4.1 Such Engagements would require an upfront payment of the Introduction fee from the Client to the Company.
4.4.2 If the fees paid relate to a short-term Engagement of an Applicant who then becomes engaged on a long-term placement with the Client within twelve months from the date of the initial introduction the Client shall pay the difference between the placement fees at the time of the change in status.
4.4.3 Any Contract to Perm conversions will be calculated on a pro rated basis as per the fees in Clause 4.3
4.5 The Client must settle all payments for Services within fourteen (14) days from the Invoice date
4.6 The Company reserves the right to charge interest on all late payments at a rate of 2% per annum above the base lending rate of HSBC Bank.
4.7 The Company is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.
4.8 The Client is not entitled to withhold any monies due to the Company.
4.9 The Company is entitled to vary the price to take account of:
4.9.1 Any additional Services requested by the Client which were not included in Section 3
4.9.2 Any reasonable increase in fee rates, if applicable; any variation must be intimated to the Client in writing by the Company.
5 Client Obligations
5.1 The Client agrees to cooperate with the Company as may be required.
5.2 The Client shall provide full details to the Company as to the type of Applicant required and the precise nature of the work the Applicant shall be involved in.
5.3 The Client shall notify the Company immediately on Engagement of any Applicant introduced by the Company.
5.4 The Client agrees to adhere to the appropriate fees and payment terms as described in Section 4
5.5 If the Client or a member of the Client‟s staff or any acquaintance or associate of the Client, passes on an introduction to any other person or persons within six months of the Applicant‟s introduction to the Client by the Company, resulting in the Engagement of the Applicant, the Client shall be liable for payment of the appropriate fee in accordance with Section 4
5.6 The Client is responsible for complying with all legal obligations connected with the Engagement of the Applicant including providing a suitable contract of employment.
5.7 The Client is responsible for any deductions of Income Tax, National Insurance or other charges from the Applicant.
5.8 The Client is responsible for obtaining any medical certificates, work permits or other approvals for the Applicant prior to the commencement of employment.
7 Guarantees and Rebates
7.1 If an Applicant engaged in permanent employment by the Client does not remain in the Client‟s employment for eight (8) weeks or has their employment terminated by the Client within eight (8) weeks of the initial date of employment, the Company shall endeavor to provide a replacement for the Applicant at no extra cost to the Client except for any additional advertising costs (which costs shall be agreed prior to any advertising), if the following conditions are met:
7.1.1 The Client notifies the Company within seven (7) days of the Applicant‟s termination;
7.1.2 The Client has paid the appropriate placement fee in accordance with these Terms and Conditions;
7.1.3 The Client has not changed any of the original requirements for the Applicant;
7.1.4 The Applicant did not resign due to unreasonable demands placed upon them by the Client;
7.1.5 The Client still intends to employ an Applicant;
7.1.6 The termination is not due to redundancy;
7.1.7 The Client has given the Company a reasonable period to recruit a suitable replacement Applicant to be engaged by the Client for the same requirements as per Clause 5.2
7.2 If the Client has not met the conditions as stated in Condition 7.1 of these Terms and Conditions they remain responsible for full payment of the initial Introduction fee.
7.3 If the Company is unable to find a replacement or if the Client notifies the Company (at the same time it notifies the Company pursuant to 7.1.1 above), that it does not wish the Company to seek a replacement, the Client shall receive a credit note from the Company to be set off against the amount of any further Permanent Staff Introduction Fees becoming due to the Company from the Client; This only applies when any subsequent Applicant Engagement is for the same or similar business unit of the initial placement.
7.4 A credit note can only be exercised once per placement (i.e. if the replacement Applicant also leaves the Client‟s employment or is terminated pursuant to Clause 7.1, no further free replacement or credit note shall apply
7.5 The credit note will be calculated as set out below:
|Period of Employment||Percentage of Credit of Permanent Staff Introduction Fee|
|Up to 4 weeks||75%|
|4 to 8 weeks||50%|
|8 to 12 weeks||25%|
|£120,000 to £159,999||25%|
7.6 No rebate will be given after eight (8) twelve weeks of service
7.7 The Company will not provide a refund to the Client
8 Charges and Fees
8.1 The Client agrees to pay the hourly / daily charge, plus VAT, in respect of each hour or day worked by the Temporary Worker, as advised by the Company prior to the Assignment. Details of the hourly / daily charge are confirmed in the Engagement Letter.
8.2 In addition to the hourly / daily charge, travelling, hotel, or other expenses may be agreed from time to time between the Company and the Client. Such expenses shall be itemized on the relevant invoice and charged, with VAT, to the Client.
8.3 The charges are based upon the total cost to us of supplying the Temporary Worker, compromising mainly the Temporary Worker‟s pay (including employer‟s National Insurance contributions, any statutory payments we make to the Temporary Worker, and any other reasonable expenses as per Clause 9.2), plus the Company‟s commission calculated as a percentage of the total charge. VAT, if applicable, is payable on the entirety of these charges.
8.4 The charges are invoiced on a weekly basis and are payable within 7 days. The Company reserves the right to charge interest ion late payments at a rate of 4% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
8.5 There is no rebate payable in respect of the charges of the Company in respect of Temporary Workers.
8.6 Fees for Temporary Worker Engagements or Assignments are detailed below and are charged on a pro rated basis. Where a motor car is provided to a Temporary Worker, it will be valued at £2,000 per annum in respect of the remuneration calculation.
|Up to £24,999||18%|
|£25,000 to £44,999||20%|
|£45,000 to £69,999||22%|
|£70,000 to £89,999||24%|
9 Client Obligations
9.1 The Client agrees to cooperate with the Company as may be required.
9.2 The Client shall provide full details to the Company as to the type of Temporary Worker required and the precise nature of the work the Temporary Worker shall be involved in.
9.3 The Client agrees to pay the appropriate fees as described in Clause 8.1 for the Assignment of, or, on the Engagement of, a Temporary Worker.
9.4 The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client‟s satisfaction with the Temporary Worker‟s standards of workmanship.
9.5 The Client will comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety At Work Act, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client‟s own staff (excluding the matters specifically mentioned in these Terms and Conditions), including in particular the provision of adequate Employer‟s and Public Liability Insurance cover for the Temporary Worker during all Assignments
9.6 The Client shall advise the Company of any Health and Safety matters about which the Company is required to inform the Temporary Worker
10 Company Obligations
10.1 The Company shall supply the Services as specified in the Registration Form.
10.2 The Company shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognized codes of practice and statutory obligations.
10.3 When making an Introduction of a Temporary Worker to a Client the Company shall ensure that the Temporary Worker has the necessary or required experience, training, qualifications and authorization required by law or a professional body to work in the Assignment
10.4 The Company assumes responsibility for paying the Temporary Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker pursuant to The Income Tax (Earnings and Pensions) Act 2003.
10.5 Prior to any Assignment, or upon the commencement of an Assignment the Company will send to the Client confirmation of all relevant details to include duration, identity of Temporary Worker, the fee payable to the Company, notice period to terminate the Assignment, and any other relevant information.
11.1 At the end of each week of an Assignment (or at the of the Assignment where it is for a period of one week or less) the Client shall sign the timesheet supplied by the Company and completed by the Temporary Worker verifying the number of hours / days worked by the Temporary Worker during that period.
11.2 If the Client disputes the hours / days claimed by the Temporary Worker the Client shall inform the Company as soon as is reasonably practicable and shall provide all co-operations required to enable the Agent to establish the correct number of hours worked.
11.3 Failure to sign the timesheet does not absolve the Client‟s obligation to pay the fees in respect of the hours worked.
11.4 The Client shall not be entitled to decline to sign a timesheet on the basis that he is dissatisfied with the work performed by the Temporary Worker. In cases of unsuitable work the Client should apply the provisions of clause 14.1.
12 Transfer and Introduction Fees
12.1 Where a Temporary Worker has been supplied
12.1.1 In the event of the Engagement by the Client of a Temporary Worker supplied by the Company either (1) directly or (2) pursuant to being supplied by another employment business, during the Relevant Period, whichever is the longer; The Client shall be liable, to either an extended period of hire or a Transfer Fee the length or amount of which is to be agreed between the Company and the Client.
12.1.2 The Client must give the Company 7 day‟s written notice in advance of the Engagement if the Client elects to take the worker for the period of extended hire.
12.1.3 If the Client does not give such notice before the Temporary Worker is engaged the parties agree that the Transfer Fee shall be due. 12.1.4 If the parties do not agree a period of extended hire or a Transfer Fee in accordance with 12.1.1 then the following shall be deemed to have been agreed:
a) The length of the extended period of hire shall be 26 weeks during which the Client shall pay the current hourly / daily charge agreed pursuant to the terms of this Agreement for each hour / day the Temporary Worker is so employed or supplied; or,
b) The amount of the Transfer fee shall be calculated as follows: a percentage of the remuneration applicable during the first 12 months of the Engagement according to the fees set out Section 8, or, if the actual amount of the remuneration is not known, the hourly charges agreed pursuant to clause the terms of this Agreement multiplied by 200 times the hourly charge. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.
12.2 Where a Temporary Worker is introduced but not supplied;
12.2.1 In the event that there is an Introduction of a Temporary Worker to the Client which does not result in the supply of that Temporary Worker by the Company to the Client, but which leads to an Engagement by the Client of the Temporary Worker by the Client either (1) directly or (2) pursuant to being supplied by another employment business within 6 months of the date of the Introduction the Client shall be liable, to either a period of hire or an Introduction Fee the length or amount of which is to be agreed between the Company and the Client.
12.2.2 The Client must give the Agent 7 days‟ written notice in advance of the Engagement if the Client elects to take the worker for the period of hire.
12.2.3 If the Client does not give such notice before the Temporary Worker is engaged, the parties agree that the Introduction Fee shall be due.
12.2.4 If the parties do not agree a period of hire or an Introduction Fee in accordance with 12.2.1 then the following shall be deemed to have been agreed:
a) The length of the period of hire shall be 26 weeks during which the Client shall pay the hourly charge agreed pursuant to the terms of this Agreement for each hour the Temporary Worker is so employed or supplied; or
b) The amount of the Introduction fee shall be calculated as follows: 100% of the remuneration applicable during the first 12 months of the Engagement according to the fees set out in Section 8, or, if the actual amount of the remuneration is not known, the hourly charges agreed pursuant to the terms of this Agreement multiplied by 200 times the hourly charge. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due
12.3 In the event that the Engagement of the Temporary Worker is for a fixed term of less than 12 months, the fee in clause 12.1.1 or 12.2.1, calculated as a 100% of the remuneration, will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Temporary Worker within 3 months of the termination of the first Engagement the Client shall be liable to pay a further fee based on the additional remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is sooner.
12.4 Inability to supply during the period of hire
12.4.1 If the Client elects for a period of hire, as set out above in clause 12.1 or 12.2, but before the end of such period engages the Temporary Worker supplied by the Company either directly or pursuant to being supplied by another employment business or the Temporary Worker chooses not to be supplied for the period of hire, the Transfer or Introduction Fee set out in clauses 12.1 or 12.2 may be charged, reduced by such percentage to reflect any period of extended hire already undertaken by the Temporary Worker and paid for by the Client.
12.4.2 Where period(s) of absence due to illness or injury prevent the Temporary Worker from being employed or supplied for 4 or more days, which shall be qualifying days for the purposes of Statutory Sick Pay (SSP), during the period of hire as set out above, the period of hire shall be extended by a period equivalent to the total period of absence. Where the Company pays the Temporary Worker SSP during the period of hire an equivalent amount shall be charged to and be payable by the Client in addition to the charges agreed pursuant to the terms of this Agreement.
12.5 Transfer Fees where there has been Introduction to and Engagement by a Third Party
12.5.1 In the event that the Temporary Worker supplied to a Client is introduced by the Client to a third party which results in the Engagement of the Temporary Worker by the third party during the Relevant Period, whichever is the longer The Client shall be liable to pay a Transfer Fee the amount of which is to be agreed between the Company and the Client.
12.5.2 If the parties do not agree a Transfer Fee in accordance with 12.5.1 then the Client will be liable to pay a Transfer Fee calculated in accordance with clause 12.1.4 (b) above.
12.6 In the event that there is an Introduction of a Temporary Worker to the Client which does not result in the supply of that Temporary Worker by the Agent to the Client, but the Temporary Worker is introduced by the Client to a third party which results in the Engagement of the Temporary Worker by the third party within 6 months from the date of Introduction the Client shall be liable to an Introduction Fee calculated in accordance with clause 8.6 above.
13 Termination of Temporary Worker
13.1 The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client‟s satisfaction with the Temporary Worker‟s standard of workmanship.
13.2 If within 4 hours of the Temporary Worker commencing the Assignment (where the booking is for more than seven hours), or within 2 hours for bookings of seven hours or less, the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, the Client may terminate the assignment either by instructing the Temporary Worker to leave the Assignment immediately, or by directing the Company to remove the Temporary Worker. The Company may, in such circumstances, reduce or cancel the charges for the time worked by that Temporary Worker, provided that notification of the unsuitability of the Temporary Worker is confirmed in writing to the Company within 48 hours of the termination of the Assignment.
13.3 Subject to Clause 13.2 any o the Client, the Company or the Temporary Worker may terminate an Assignment at one weeks notice unless required otherwise.
13.4 The Client shall notify immediately and without delay and in any event within 24 hours if the Temporary Worker fails to attend work or notifies the Client that the Temporary Worker is unable to attend work for any reason.
13.5 The Company shall notify the Client immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Temporary Worker supplied to the Client is unsuitable for the Assignment and shall terminate the Assignment under the provisions of clause 13.2
13.6 In circumstances set out in clause 13.2, the Company shall have the right to replace a Temporary Worker with another individual to provide the Services
14 Special Situations
Where the Temporary Worker is required by law, or any professional body to have any qualifications or authorizations to work on the Assignment or the Assignment involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Agent will take all reasonably practicable steps to obtain and offer to provide to the Client copies of any such authorizations and qualifications and obtain appropriate references from persons not related to the Temporary Worker.
15 Limitation of Liability
15.1 Whilst every effort is made by the Agent to give satisfaction to the Client by ensuring reasonable standards from the Temporary Worker the Company is not liable for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the period of booking or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence.
15.2 Temporary Workers supplied by the Company are engaged under contracts for services. They are not the employees of the Company but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though the Temporary Worker was an employee of the Client.
The Client shall indemnify the Agent against all claims, costs and expenses which the Agent may incur and which arise directly or indirectly from the Client‟s breach of any of its obligations under these Terms and Conditions.
17 Termination of Terms
17.1 Either party may terminate the Agreement by notice in writing to the other if:
17.1.1 the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
17.1.2 the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
17.1.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
17.1.4 the other party ceases to carry on its business or substantially the whole of its business; or
17.1.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
17.2 In the event of termination the Client must make over to the Company any payment for work done and expenses incurred up to the date of termination.
17.3 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
19.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Company for death or personal injury, however the Company shall not be liable for any direct loss or damage suffered by the Client or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Company in the insurance year in which the Client‟s claim is first notified.
19.2 The Company accepts no liability for any loss, damage, expense or compensation suffered or incurred of any nature by the Client, arising directly or indirectly from an act or omission by any Applicant introduced to the Client by the Company.
The Client shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise directly or indirectly from the Client‟s breach of any of its obligations under these Terms and Conditions.
21 Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
23 Third Party Rights
Nothing in these Terms and Conditions intend to or confer any rights on a third party.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
26 Entire Agreement
These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.
27 Governing Law
These Terms and Conditions shall be governed by the law of England and are subject to the exclusive jurisdiction of the Courts of England.