Terms & Conditions



It’s important you know the exact terms on which you’re using limber and those appear here. But, if you have a specific question, please contact us.

Working on picker



BY SIGNING UP WITH A USER ACCOUNT YOU ARE DEEMED TO ACCEPT THESE TERMS AND CONDITIONS PARTIES

(1) HOPS labour Solutions Limited incorporated and registered in England and Wales with company number 07124036 whose registered whose registered office is at Yfc Centre, Stoneleigh Park, Kenilworth, Warwickshire, CV8 2LG (Picker).

(2) You

AGREED TERMS

1. INTERPRETATION


1.1 The definitions and rules of interpretation in this clause apply to this agreement.

Approved Timesheets: means the hours approved by the Hirer for any given Shift.

Auto Shift: means a shift on the Picker App which allows You to “accept” rather than “apply”.

Expiry Time: means the period of time you allow your application to a Shift to remain open, which by default shall be the lesser of: (a) the period between your application and the due start time of the Shift; or (b) 24 hours.

Hirer: the person, firm, partnership, company or (as the case may be) who is named on a Shift Card or who uses the Picker App.

Conduct Regulations 2003: The Conduct of Employment Agencies and Employment Businesses Regulations 2003.

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Hirer, Picker for the time being confidential to the Hirer, Picker and including (but not limited to) information that You create, develop, receive or obtain in connection with the Shift, whether or not such information (if in anything other than oral form) is marked confidential.

IP Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Shift Card: means the pages of the Picker App which contain the Required Information. Picker App: means the app known as the Picker app in the App Store and Play Store and the corresponding Picker Hirer App available in the App Store and Play Store or at https://hirer.picker.work.

Picker Community: means the community of hirers and workers who use the Picker App to work or hire.

Manual Shift: means a shift on the Picker App which requires You to “apply”.

Profile: the profile You build and maintain over the Picker App including your Rating and Reliability Rating.

Rate of Pay: the rate of pay stipulated on the Shift Card.

Rating: your worker rating which is arrived at via data collected by Picker in respect of: (a) your previous work experience and (b) your ratings provided by Hirers.

Reliability Rating: the rating as appears under the heading “Reliability” in your profile on the Picker App.

Required Shift Information: shall have the meaning set out at clause 4.3.

Shift: the temporary services to be carried out by You for the Hirer, as posted by Hirers on the Picker App.

Timesheets: the data inputted by you in the timesheets section of each Shift which shall be available to you for a limited period after each Shift. If you do not submit Timesheets, then the default shall be the advertised times on the Shift.

WTR 1998: the Working Time Regulations 1998 (SI 1988/1833).

2. THE AGREEMENT

2.1 Picker agrees to provide You with the Picker App for the purposes of finding work and being paid and Picker agrees to comply with the terms of this Agreement in doing so.

2.2 You agree to work the Shifts that You are accepted onto and to conduct yourself in a kind, fair and respectful manner and to comply with the terms of this Agreement in doing so.

2.3 No contract shall exist between Picker and You in between Shifts.

2.4 For the purposes of the Conduct Regulations 2003, Picker acts as an Employment Business in relation to the introduction of You to the Hirer, but in all other respects, You acknowledge that the sole obligation of Picker is to provide a tool in order to introduce You to Hirers and for You to work Shifts and to continue to build relationships with each other via the Picker App.

3. YOUR ACCOUNT

3.1 By downloading and using the Picker App, You agree that:

(a) You shall not open any more than one account with Picker;

(b) You must only provide accurate and up to date information and documents to Picker during the sign up process and at all other times while You use the Picker App;

(c) You are responsible for the security of your account on the Picker App and your username, password and any associated facebook credentials along with any device used to access the Picker App and, should a third party access your account on the Picker App as a result of any failure by You to comply with this clause 3.1(c), then You shall be wholly responsible for any losses arising as a result of the same;

(d) it is your responsibility to keep your contact details up-to-date on your profile. Failure to do so may result in You failing to receive important account related notifications and information from Picker such as information relating to Shifts and amendments to these terms and conditions;

(e) If there is an error on the Picker App which is caused by a malfunction on the Picker App or associated software or human error on the part of Picker or any Hirer, then Picker reserves the right to correct the error including to reduce Your Rate of Pay in the event that the incorrect Rate of Pay or Shift information was shown to You.

4. THE PICKER APP

4.1 You acknowledge that there may be periods when no suitable Shifts are available.

4.2 You acknowledge that it is up to You, at your sole discretion, to determine whether a particular Shift is suitable for You. The Hirer will, via the Picker App, provide You with basic information about each Shift in order to assist You to do so but You acknowledge that Picker has no input into the information Hirers provide to You via the Picker App and Picker makes no warranty as to its completeness or accuracy.

4.3 You acknowledge that, if You choose to work a Shift without the requisite level of experience or skill then your Rating could be materially reduced if the Hirer is not satisfied with your performance.

4.4 You acknowledge that it is your responsibility to ensure that You are available to work a Shift and Picker accepts no responsibility for any diary clashes which arise as a result of Your failure to comply with this clause 4.4.

5. YOUR OBLIGATIONS

5.1 In order to use the Picker App You must have the right to work in the UK and You must provide this to Picker via the Picker App. At all times during your use of the Picker App, You must continue to have the right to work in the UK, You must ensure that You do not work hours in excess of any relevant permit or visa and You must immediately cease use of the Picker App should You lose the right to work in the UK.

5.2 If You apply for a Manual Shift, then You acknowledge that You could be accepted by a Hirer onto that shift at any time within the Expiry Time of your application and if so, You shall be obliged to work such Manual Shift subject to the terms of clause 5.5.

5.3 If You accept an Auto Shift, then You shall be obliged to work such Shift subject to the terms of clause 5.5.

5.4 If You do agree to work a Shift, You shall:

(a) co-operate with the Hirer's reasonable instructions and accept the direction, supervision and control of any responsible person in the Hirer's organisation;

(b) behave and conduct yourself in a kind, fair and respectful manner at all times during a Shift;

(c) observe any relevant rules and regulations of the Hirer's organisation (including normal hours of work) of which You have been informed or of which You should be reasonably aware;

(d) take all reasonable steps to safeguard your own health and safety and that of any other person who may be present or be affected by their actions on the Shift and comply with the health and safety policies of the Hirer;

(e) not engage in any conduct detrimental to the interests of the Hirer or the Picker Community;

(f) comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Shift and applicable to the Hirer's business including without limitation, any equal opportunities or non-harassment policies.

5.5 If You are unable for any reason to work a Shift, then You must use the cancellation button on the Picker App as soon as You become aware that You are unable to work a Shift. You accept that if You do cancel then this could lead to an adverse impact on your Reliability Rating unless Picker, in its sole discretion (acting reasonably) considers that such an adverse impact would be unfair and elects to change your Reliability Rating (a Reliability Change).

5.6 If you do need to cancel a Shift because You are unwell or there are other extenuating circumstances, You agree to tell Picker within 24 hours of the cancellation and You acknowledge that if you fail to do so, then Picker shall have no obligations to consider a Reliability Change.

5.7 You acknowledge that, after each Shift, both You and the Hirer will have the opportunity to provide a Rating for each other. Such Rating shall appear on each other’s profile on the Picker App. The Ratings given to You by a Hirer shall be final, and Picker shall not be obliged to alter the Ratings under any circumstances.

6. REMUNERATION

6.1 Subject to You submitting properly authorised time sheets in accordance with clause 7, Picker shall pay the Rate of Pay to You in accordance with your Approved Timesheets.

6.2 The Rate of Pay shall not include your holiday pay entitlement but such an entitlement will accrue at the rate of 12.07% per hour worked via the Picker App and You shall be paid such holiday pay within a reasonable period of the earlier of:

(a) a request by you for your holiday pay via the Picker App; or

(b) a request for a P45.

6.3 You are not entitled to receive payment from Picker or the Hirer for time not spent working on the Shift including in respect of any Shift which You fail to show up or for any Shifts which You leave early or arrive late.

6.4 You acknowledge that it is your responsibility to update Picker with any relevant tax information and to liaise with HMRC to ensure your tax code is correct. Picker accepts no responsibility or liability for your failure to do so.

7. TIME SHEETS

7.1 At the end of each Shift (or within 24 hours of the due finish time of each Shift) You shall input your Timesheets on the Picker App.

7.2 You shall enter such Timesheets accurately and in good faith and You acknowledge that in the event of a discrepancy between your Timesheets and the Approved Timesheets of a Hirer, then the Approved Timesheets shall take precedence.

7.3 For the avoidance of doubt and for the purposes of the WTR 1998, Your working time shall only consist of those periods during which they are carrying out activities or duties for the Hirer as part of the Shift. Time spent travelling to the Hirer's premises (with the exception of time spent travelling between two or more premises of the Hirer), lunch breaks and other rest breaks shall not count as part of Your working time for these purposes unless otherwise provided for in writing by the Hirer.

8. TERMINATION

8.1 The Hirer may terminate or reduce any Shift at any time without prior notice or liability.

8.2 Picker reserves the right to remove You from Shifts or to suspend or terminate your access to the Picker App in the following circumstances, at Picker’s sole discretion (acting reasonably):

(a) any breach by You of your obligations under this Agreement;

(b) if You repeatedly cancel Shifts;

(c) if You fail to show up for any Shift without first cancelling on the Picker App;

(d) if You are found to be under the influence of drugs or alcohol during Shifts;

(e) you are abusive towards Picker or any member of the Picker Community; and

(f) any misconduct by You which could reasonably be considered to be against the interests of the Picker Community.

9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

9.1 In order to protect the confidentiality and trade secrets of Picker and the Hirer, You agree not at any time whether during or after a Shift (unless expressly so authorised by the Hirer or Picker as a necessary part of the performance of their duties), to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Hirer or Picker.

9.2 At the end of each Shift or on request You agree to deliver up to the Hirer or Picker (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Hirer which are in its possession, including any data produced, maintained or stored on the Hirer's computer systems or other electronic equipment.

9.3 By using the Picker App, You consent to Picker using Your Profile and any connecting information and data in order to promote, market and advertise the Picker App to potential users of the Picker Community and, to the extent required, You hereby grant Picker a non-exclusive, worldwide, irrevocable, perpetual licence to all IP Rights in your Picker Profile in order to promote, market and advertise the Picker App.

10. PRIVACY POLICY

10.1 Please see our privacy policy here.

11. GENERAL

11.1 To the fullest extent applicable by law, picker’s entire aggregate liability to You arising in connection with any breach of this agreement or negligence arising out of the subject matter of this agreement shall be limited to a total of £100.

11.2 Nothing in this clause shall limit or exclude any liability for fraud, death or personal injury or any other liability which may not be excluded by law.

11.3 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

11.4 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.

11.5 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).

Hiring on picker



BY SIGNING UP WITH A HIRER ACCOUNT YOU ARE DEEMED TO ACCEPT THESE TERMS AND CONDITIONS PARTIES

(1) Your business, the user of the Picker Platform (Hirer).

(2) HOPS labour Solutions Limited incorporated and registered in England and Wales with company number 07124036 whose registered whose registered office is at Yfc Centre, Stoneleigh Park, Kenilworth, Warwickshire, CV8 2LG (Picker).

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply to this agreement.

Assignment: shall have the meaning set out in clause 3.

Cancellation Policy: means the policy published by Picker from time to time relating to the cancelling of Requests which shall be presented to the Hirer on the Platform each time they try to cancel a Request.

Engage: the employment of a Picker Worker or engagement directly or indirectly through any employment business other than through Picker (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to the Hirer and the terms Engaged or Engagement shall be construed accordingly.

Expenses: means employer national insurance contributions, employer pension contributions and any other payments payable in respect of the Picker Worker’ Assignments.

Feedback: means a Rating provided after each Assignment for each Picker Worker.

Fulfilled Requests: a Request which a Team Member has accepted or which a Hirer has accepted a Picker Worker.

Introduction Fee: the fee of £1,500.

Material Amendment: an amendment to a Request which, at Picker’s discretion, requires a Picker Worker’s acceptance (for example, the change of a start time of an Assignment)

Platform: means the website made available to the Hirer via the URL https://Picker.work or https://hirer.Picker.work and the corresponding mobile application.

Ratings: the rating for any Picker Worker as appears on their profile on the Platform.

Request: has the meaning set out in clause 3.1.

Software Access Fee: a percentage of the Worker Fee as notified to the Hirer prior to each Request.

Software Access Fee Increases: means any increase to the Software Access Fee arising out of an increase in hours, rate of pay, number of staff in respect of an Assignment.

Picker Worker: a Worker who uses the Platform.

Team Member: means a Picker Worker in the Hirer’s “team” from time to time.

Term: has the meaning set out in clause 10.

Unfulfilled Request: a Request which is not a Fulfilled Request.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

Wages: means the total wage cost (including holiday pay) payable to all Picker Workers on any applicable Assignment based on the Timesheets agreed between Picker Workers and Hirers over the Platform plus any bonuses, tips or piece rates and any associated Expenses.

Wage Increases: means any increase in Wages or Expenses arising out of an increase in hours, rate of pay, number of staff in respect of an Assignment.

2. PICKER’S OBLIGATIONS

2.1 These terms set out the agreement between Picker and the Hirer for the supply of a software platform with which the Hirer can meet workers for shift work.

2.2 Picker agrees to provide the Platform on which the Hirer can post a Request for Picker Workers to respond to such Requests.

2.3 The Hirer expressly acknowledges that Picker is not providing a supply of workers and that Picker does not meet, train or vet the workers on the Platform. The Hirer agrees that it is using the Platform to meet Picker Workers and to engage them in shift work and to continue a relationship with that worker via Platform should the Hirer wish to do so.

2.4 The hirer hereby acknowledges that the Platform is provided on an as is basis and that Picker Workers’ profiles are compiled as a result of a self-assessment of skills by the worker and Ratings from other hiring businesses. Picker shall not be held liable for the acts or omissions of any Picker Worker or their ability or appropriateness to work any Request or for the accuracy of the profile of any Picker Worker.

3. HIRER'S OBLIGATIONS

3.1 When making a request for the provision of a Picker Worker (a Request) to perform certain services (Assignment), the Hirer will give the Picker Worker (via the Platform) details of:

(a) the position which the Hirer seeks to fill, including the type of work the Picker Worker in that position would be required to do, the location at which, and the hours during which, the Picker Worker would be required to work, and any risk to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks; and

(b) the experience, training, qualifications and any authorisation which the Hirer considers are necessary, or which are required by law, or by any professional body, for the Picker Worker to possess in order to work in the position; and

(c) any other relevant details reasonably required by a Picker Worker to fulfil a Request including, but not limited to, travel requirements, dress code and any relevant codes of conduct, rules or other expectations on the behaviour or actions of the Picker Worker.

3.2 The Hirer undertakes, warrants and represents that it shall not under any circumstances:

(a) engage in any discriminatory, abusive or harassing behaviour in respect of any Picker Worker;

(b) contact any Picker Worker other than via the Platform;

(c) use the Platform for any other purpose other than to make Requests; or

(d) attempt to circumvent or use any feature of the Platform otherwise than in the ordinary course of making a Request to the detriment of the security or reliability of the Platform or to the detriment of Picker or any Picker Worker.

3.3 The Hirer undertakes, warrants and represents that it shall:

(a) take all necessary steps to ensure the safety of any Picker Worker on an Assignment; and

(b) take all necessary steps to prevent discrimination, bullying and harassment of all Picker Workers on an Assignment;

(c) act in a fair, kind and respectful way to all Picker Workers; and

(d) act in good faith at all times when using the Platform, making Requests and in its dealings with Picker Workers.

3.4 The Hirer must provide Feedback for all Picker Workers for all Assignments.

3.5 The Hirer undertakes that it shall keep its Platform login credentials safe and secure and that it is reasonable for Picker to rely on all acts taken on a logged in Hirer account and the Hirer hereby waives any claim it may have against Picker whether under contract or tort in respect of any actions taken by any third party who has gained access to a Hirer account.

3.6 The Hirer acknowledges that, when Picker Workers are on Assignments with the Hirer, then the Picker Worker is under the direction and control of the Hirer and as such, the Hirer shall maintain sufficient liability insurance to indemnify the Hirer against any claims, losses, damages or expenses arising out any claim against Picker or the Hirer for by a Picker Worker for any incident or issue arising during an Assignment, including but not limited to death, personal injury, stress or harassment or any other physical or psychological harm.

4. REQUESTS

4.1 The Hirer acknowledges that by making a Request via the Platform, the Hirer is irrevocably agreeing to pay the Wages for all Picker Workers who accept (in the case of a Team Member) or are accepted (in the case of all other Picker Workers) unless:

(a) no Picker Worker applies to or accepts a Request;

(b) the Hirer cancels the Request in which case the Cancellation Policy shall apply; or

(c) the Picker Worker does not report for the Assignment provided that if the Picker Worker reports for part of the Assignment, then the Hirer shall pay for the relevant proportion of the Assignment that each Picker Worker reported for.

5. INTRODUCTION FEES

5.1 If the Hirer wishes to Engage a Picker Worker, then it shall pay to Picker an Introduction Fee.

6. QUALITY CONTROL

6.1 The Hirer acknowledges that:

(a) the Platform uses feedback and other data to “rate” Picker Workers, but such Ratings are provided on an “as is” basis only;

(b) a Picker Worker’s profile contains a self-assessment of skills;

(c) Picker provides no training whatsoever to Picker Workers and nor does it vet them in any way;

and, to the fullest extent permissible by law, Picker hereby excludes all liability arising out of the Hirer’s reliance on a Picker Worker’s Ratings or the quality of any Picker Worker.

6.2 To the fullest extent permissible by law, the Hirer waives its rights to claim a refund in respect of any Picker Worker provided that the Picker Worker reports to an Assignment and the Hirer recognises that its sole remedy in respect of the quality of Picker Worker is to give the relevant Picker Worker negative Feedback.

6.3 Picker gives no guarantee that any Request will be fulfilled with Picker Workers and the Hirer accepts all risk for any cancellations by Picker Workers or Unfulfilled Requests.

7. PICKER WORKERS’ WAGES

7.1 The Hirer may not oblige Picker Workers to work different hours to the hours contained in any Request however, the Hirer may agree with a Picker Worker (before or during an Assignment) a variation to those hours and in the event that a Hirer and a Picker Worker come to such an Agreement, then the Hirer undertakes to pay for the Picker Worker Wages in accordance with clause 7.2 below.

7.2 The Hirer will pay Picker all Wages in respect of Picker Workers. The Wages comprise the Picker Worker's pay and holiday pay and Expenses. When making a Request or any amendment to a Request, the Hirer shall choose their own Wages and the total Wages payable in respect of an Assignment shall be calculated accordingly by the Platform including any Wage Increases. The following conditions apply to the Picker Worker Wages:

(a) they are calculated according to the number of hours worked by the Picker Worker (to the nearest quarter hour);

(b) the Hirer shall, after the Assignment, provide confirmation via the Platform of the hours that each Picker Worker worked on the Assignment and the Hirer:

(i) undertakes that it shall provide any such confirmation in good faith and take all necessary steps to ensure that the confirmation is accurate; and (ii) acknowledges that if the Hirer does not provide this confirmation within 24 hours of the end of a shift, then Picker shall be entitled to rely on the Picker Workers’ timesheets and the Hirer undertakes to pay the Wages in accordance with those Picker Worker timesheets.

7.3 All Wages paid to Picker shall be exclusive of VAT and the Hirer shall pay to Picker any applicable VAT as should be deemed payable or as should become payable from time to time.

8. SOFTWARE ACCESS FEES AND VAT

8.1 The Hirer shall pay to Picker the Software Access Fee in respect of their access to the Platform as calculated and agreed over the Platform from time to time prior to each Request.

8.2 All Software Access Fee are exclusive of VAT and the Hirer shall pay VAT on the Software Access Fee as set out prior to confirmation of a Request.

8.3 Hirers acknowledge that Picker may use third parties to process authorised payments and that the provisions of clause 4 shall apply in respect of payments for all Requests and in particular, the Hirer agrees that:

(a) when a Hirer provides payment card details, that these shall be stored by the payment processing provider used by Picker from time to time; and

(b) when a Hirer pays via card or direct debit methods, then the Hirer irrevocably agrees that Picker may deduct the Wages and Software Access Fees from the Hirer’s bank account following the end of a Request and in accordance with clauses 7 and 8 above.

9. CANCELLATION POLICY

9.1 If a Hirer makes a Material Amendment to a Request, then the following shall apply:

(a) Material Amendments may be made to any Unfulfilled Requests at any time; and

(b) In respect of any Fulfilled Requests, any Material Amendments must first be accepted by a Picker Worker and if a Picker Worker rejects the Material Amendment, then that the Cancellation Policy shall apply in accordance with clause 9.2 below.

9.2 If a Hirer wishes to cancel a Request, then the Cancellation Policy shall apply as amended from time to time and where there is no Cancellation Policy in place, then the Hirer shall be free to cancel Requests. The Hirer accepts that Picker may display to Picker Workers how often the Hirer cancels shifts by way of disincentive.

10. TERM

10.1 This agreement shall commence on the date on which the Hirer signs up for an account on the Platform and continue for as long as a Hirer has an account on the Platform (the Term).

10.2 Picker reserves the right to suspend or remove a Hirer’s access to the Platform at any time if, in Picker’s absolute discretion, Picker considers that the Hirer is, or is likely to be, in breach of this Agreement.

11. INTELLECTUAL PROPERTY AND PRIVACY

11.1 By opening an account, the Hirer hereby grants to Picker, a non-exclusive, perpetual, irrevocable, royalty free, worldwide licence to use the Hirer’s name and any of its trade marks, materials uploaded to the platform, trading names or intellectual property rights in any of the same in order to promote the Platform at Picker’s sole discretion.

11.2 For Picker’s privacy policy please see our privacy policy here.

12. INDEMNITIES AND INSURANCE

12.1 The Hirer shall indemnify Picker for all liability, assessment or claim arising out of any claim against Picker by a Picker Worker or any third party for any incident or issue arising during an Assignment, including but not limited to death, personal injury, stress, bullying or harassment or any other physical or psychological harm.

12.2 The Hirer shall have in place such necessary insurance to cover its obligations under clause 12.1 above up to a value of £5,000,000 per claim.

13. LIMITATION OF LIABILITY

13.1 Under no circumstances shall Picker be liable to the Hirer for:

(a) loss of profit,

(b) loss of data,

(c) loss of business or goodwill; or

(d) any indirect or consequential loss or special damage arising in connection with this Agreement (in each case whether arising from negligence, breach of contract, equity, statute or otherwise).

13.2 Nothing in this clause shall limit or exclude any liability for fraud, death, personal injury or any other loss which cannot be excluded by law.

13.3 Picker’s liability for any claim arising in connection with this Agreement shall be limited to a sum equivalent to 100% of the Software Access Fee paid by the Hirer to Picker in the 12 month period ending on the date of the event which has given rise to the relevant loss.

14. ENTIRE AGREEMENT

14.1 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. 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.

16. JURISDICTION

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).

17. FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement, including payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

18. SEVERANCE

18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
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