Terms and Conditions

TABLE OF CONTENTS

• 1. DEFINITIONS AND INTERPRETATION
• 2. SERVICES
• 3. DUTIES AND OBLIGATIONS OF STAFFYOU
• 4. OBLIGATIONS OF THE CLIENT
• 5. INDEMNITY
• 6. UNSATISFACTORY TEMPORARY WORKERS
• 7. FEES
• 8. TIMESHEETS
• 9. TERM
• 10. DEFAULT AND EARLY TERMINATION
• 11. CONSEQUENCES OF TERMINATION OR EXPIRY
• 12. COMMUNICATION AND ANNOUNCEMENTS
• 15. LIMITATIONS OF LIABILITY AND INDEMNITIES
• 14. INSURANCE
• 15. RESTRICTIVE COVENANTS
• 16. STATEMENT OF WORKS
• 17. SOFTWARE
• 18. CONFIDENTIALITY
• 19. DATA PROTECTION
• 20. FORCE MAJEURE
• 21. WARRANTIES
• 22. ASSIGNMENT
• 23. NO PARTNERSHIP
• 24. COUNTERPARTS
• 25. VARIATION
• 26. NO WAIVER
• 27. ENTIRE AGREEMENT
• 28. SEVERANCE
• 29. THIRD PARTY RIGHTS
• 30. NOTICES
• 31. GOVERNING LAW AND JURISDICTION

CHAPTER 1 - GENERAL PROVISIONS

Article 1 - Definitions

• Without prejudice to the other provisions of this Agreement, the following terms will have the corresponding definitions in this Agreement:
  “Actual Vacancies”

  the Client's vacant positions which the Client informs Staffyou from time to time in accordance with this Agreement.
  “Affiliate”

  means, in relation to a Party, any person that Controls, is Controlled by, or is under common Control with that Party.
  “Assignment”

  has the meaning given in clause 4.1.
  “Assignment Start Date”

  means the date on which an Assignment shall commence.
  “Business Day”

  a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
  “Control”

  means, in relation to a Party, direct or indirect beneficial ownership of more than 50% of the share capital, stock, or other participating interest carrying the right to vote or to the distribution of profits of that Party, as the case may be, and Controlled will be construed accordingly.
  “Engage”

  the employment of a Freelancer or engagement directly or indirectly through any employment business other than through Staffyou (whether for a definite or indefinite period) as a direct result of any Introduction to or Assignment by, the Client, and the terms Engages, Engaged or Engagement shall be construed accordingly.
  “Freelancer”

  an individual registered with Staffyou to provide freelance services to a Client as requested via the Platform, under the Client’s direction and supervision, who does not have a contract of employment with Staffyou or an Agreement with Staffyou to perform work or services personally.
  “Insolvent”

  a party is Insolvent where it (a) takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), (b) applies to the court for or obtains a moratorium under Part A1 of the Insolvency Act 1986, (c) is wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), (d) has a receiver appointed to any of its assets or ceases to carry on business, (e) takes any step or action in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or (d) it suspends or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  “Introduce”

  the provision to the Client of information by Staffyou via the Platform which identifies the Freelancer and “Introduction” and “Introduced” shall be construed accordingly.
  “Introduction Fee”

  has the meaning given in clause 7.1.
  “Party”

  Staffyou or the Client individually.
  “Parties”

  Staffyou and the Client jointly.
  “Platform”

  means the Staffyou digital platform to which the Client and the Freelancers have access.
  “Qualifying Period”

  means the 12-week qualifying period as defined in regulation 7 of the AWR 2010, subject to regulations 8 and 9 of the AWR 2010.
  “Freelancer services”

  the services specified in the Platform.
  “Freelancer Territory”

  means the United Kingdom.
  “Freelancer VAT”

  Value-added tax or any equivalent tax chargeable in the UK
• Unless explicitly determined otherwise in this Agreement, the following will apply when interpreting this Agreement:
  • a reference in this Agreement to an “Annexe” or “article” will be a reference to an annex or an article in or to this Agreement; and
  • the Annexes are inextricably connected to and part of this Agreement. A reference to this Agreement also entails a reference to these Annexes. In the event of conflicts between the provisions of this Agreement and the Annexes, the provisions of the Agreement will take precedence over those in the Annexes.
• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), and that person's personal representatives, successors, and permitted assigns.
• A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
• 1.5 A reference to legislation or a legislative provision is a reference to it as amended, extended, or re-enacted from time to time.
• A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
• Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
• A reference to writing or written includes email.
• Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

2. SERVICES

• The Client hereby instructs Staffyou to provide the Services subject to the conditions of this Agreement, and Staffyou hereby accepts the engagement to provide the Services subject to the conditions of this Agreement.
• Any general terms and conditions of the Client shall not apply or form part of this Agreement.
• Unless otherwise agreed in writing between the Parties, this Agreement will be a non-exclusive arrangement and Staffyou will always have the right to advertise the Freelancers to multiple clients via the Platform. clients.

3. DUTIES AND OBLIGATIONS OF STAFFYOU

• Staffyou shall use reasonable endeavours to Introduce to the Hirer only Freelancers who meet the minimum criteria for the position stipulated by the Client in accordance with Clause 4 and who have an interest in the positions for which they are Introduced.
• Staffyou shall Introduce only Freelancers who have the right to work in the Territory and, in particular, Staffyou shall comply with the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016, and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers.
• Prior to the commencement of the Assignment, Staffyou shall send the Client written confirmation of:
  • the identity of the Freelancer;
  • the Freelancer's experience, training, qualifications, and authorisations necessary for the Assignment;
  • the Freelancer's willingness to carry out the Assignment; and
  • the Introduction Fee charged by Staffyou in accordance with the Fees set out in the Platform.

4. OBLIGATIONS OF THE CLIENT

• When making a request for the provision of a Freelancer to perform a particular role (the Assignment the Client will give Staffyou details via phone, email, or the Platform of:
  • the date on which the Client requires the Freelancer to commence work and the duration, or likely duration, of the work;
  • the nature of the Client's business and details on the position (including job title) which the Client seeks to fill, including the type of work the Freelancer in that position would be required to do, the location at which, and the hours during which, the Freelancer would be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
  • the experience, training, qualifications, and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Freelancer to possess in order to work in the position;
  • any requirements imposed by law or by any professional body which must be satisfied if the Freelancer is to fill the Assignment; and
  • the relevant terms and conditions relating to pay, the duration of working time, night work, rest periods, rest breaks, and annual leave; and
• The Client will provide company workwear to the Freelancer and is independently responsible for the retrieval thereof.
• The Client will:
  • not allow any Freelancer to undertake any work other than that which has been notified to Staffyou by the Client in placing the order for that Freelancer;
  • independently negotiate and agree on the terms of employment or service with the Freelancer
• The Client acknowledges and agrees that:
  • Freelancers supplied by Staffyou are deemed to be under the supervision, direction, control, and employment of the Client from the time when they report to the Client to take up their duties until their Assignment ends;
  • the Client is responsible for all acts, errors, and missions, whether wilful, negligent, or otherwise of the Freelancer;
  • the Client will in all respects comply with all statutes, bylaws, and other legal requirements and codes of practice to which the Client is ordinarily subject, including the Working Time Regulations 1998 and the Health and Safety at Work Act 1974;
  • the Client will provide adequate employer’s and public liability insurance cover for the Freelancer during all Assignments;
  • if the Client reasonably considers the Temporary Worker to be unsatisfactory, it will make a complaint to Staffyou by telephone and confirm it in writing within one day of the finding, but will not have the right to withhold from Staffyou payment of any Fee due.
• The Client will at all times treat all Freelancers with due respect and dignity and in particular must take all steps to avoid any unlawful discriminatory treatment of any of them.
• The Client cannot impose requirements that are not relevant to the position that is unlawful, including discrimination with respect to race, religion, sex, and/or incapacity.

5. INDEMNITY

The Client will fully indemnify and hold harmless Staffyou against any losses (including legal fees) suffered by Staffyou due to the failure of the Client to comply with applicable laws and/or the obligations in this agreement.

6. UNSATISFACTORY FREELANCERS

• Staffyou shall notify the Client immediately if it believes that any Freelancer is unsuitable for the Assignment or if it becomes aware of any matter that indicates that a Freelancer may be unsuitable for the Assignment or is inconsistent with any information previously provided including where a Freelancer ceases to have the appropriate skills, approvals or a right to work in the Territory.
• If Staffyou notified the Client of an Unsatisfactory Freelancer in accordance with clause 6.1:
  • then the Assignment shall terminate at the end of the day on which Staffyou notified the Client of the Unsatisfactory Freelancer, and Freelancer Fees shall be payable up to and including the date of such termination.

7. FEES

• The Client will pay Staffyou the Introduction Fee in respect of the Freelancer as set out in this clause and the Platform.
• When selecting a Freelancer for an Assignment, Staffyou shall advise the Client in writing via the Platform of the agreed Fees for that Freelancer. The following conditions apply to the Fees:
  • they are calculated according to the number of hours worked by the Freelancer (to the nearest quarter hour, provided that this shall always be rounded up);
  • the minimum period of any Assignment shall be three hours;
  • the Client shall during the Assignment sign a time sheet verifying the number of hours worked by the Freelancer during a particular week. If the Client is unable to sign a timesheet produced for authentication by the Freelancer because the Client disputes the hours claimed, the Client shall inform Staffyou as soon as is reasonably practicable and shall cooperate fully and in a timely fashion with Staffyou to enable Staffyou to establish what hours, if any, were worked by the Freelancer. Failure to sign the time sheet does not absolve the Client of its obligation to pay the Fees in respect of the hours actually worked;
  • the Client acknowledges that it shall not decline to sign a timesheet on the basis that it is dissatisfied with the work performed by the Freelancer. In cases of unsuitable or unsatisfactory work, the provisions of clause 6.2 shall apply.
  • Staffyou shall submit all invoices together with the applicable signed timesheets verifying the number of hours worked by the Freelancer;
  • Staffyou shall invoice the Client weekly in arrears and invoices are payable within 14 days of receipt. No fee is incurred by the Client until the Freelancer has commenced the Assignment;
  • the Client shall be required to pay Fees for any absences (for whatever reason) of a Freelancer; and
  • Staffyou shall not withhold any payment due to a Freelancer because of any failure by the Client to pay Staffyou.
• The Client will pay Staffyou any such travel or other expenses as have been agreed by the Parties in the Platform or otherwise in writing in advance. Any such expenses shall be included on the next weekly invoice and will be payable at the same time as the Fees.
• Where applicable, Staffyou shall charge VAT to the Client, at the prevailing rate, after Staffyou has provided the Client with a VAT invoice.
• If the Client fails to make a payment due to Staffyou under this Agreement by the due date:
  • then the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
  • Staffyou shall be entitled not to perform any further Services either in part or in whole.
• Notwithstanding the provisions of clause 4.8 above, if the Client cancels an Assignment after requesting Staffyou to supply a Freelancer but before the Freelancer has started work, the Client will pay to Staffyou and all costs and expenses incurred by Staffyou in relation to that cancelled Assignment, including any costs it is obliged to pay the Freelancer.
• Staffyou has the right to retroactively correct the Fee and charge this corrected amount to the Client if it becomes clear that any fees due to the Freelancer have been determined incorrectly and/or communicated incorrectly to Staffyou by the Client.
• Staffyou shall be entitled to increase the Fees annually, starting on 1 January 2023, based on the changes to the monthly price index figure in accordance with the consumer price index (CPI) over the previous 12 months.
• Staffyou may at any time on written notice change the Fee if there is any change in applicable law related to the Services provided by Staffyou. This also includes changes related to payroll taxes, social premiums, and other taxes due, of any nature. Staffyou will inform the Client about this in writing in advance and provide details of the change.
• The Client will pay the Fees in full and will not have any right of set-off.
• Direct payment or the payment of advances to the Freelancer by the Client is not permitted under any circumstances whatsoever.
• If, in good faith, the Client disputes an invoice, the Client will inform Staffyou in writing within eight days of the date on which the relevant invoice was sent and the parties shall meet to resolve the dispute as soon as possible.

8. TIMESHEETS

• The Client is responsible for completing and approving the time sheets in a correct, timely, and complete manner. The Client will give its approval by (digitally) signing the timesheet using the Staffyou Platform within 7 days after the Freelancer performed the work for the benefit of the Client. Deviations from the above will only be possible if agreed upon in writing between Staffyou and the Client.
• In case of differences between the timesheet submitted to Staffyou and the corresponding data held by the Client, the version submitted to Staffyou will be considered correct unless the Client demonstrates otherwise. If and insofar as it becomes clear based on the time sheets or evidence submitted by the Client that the invoice amount was too high or too low after payment to the Freelancer, Staffyou and the Client will discuss the manner in which the shortfall or excess can be settled between them.
• If the Freelancer disputes the data captured on the time sheet, Staffyou can invoice the number of hours of work and the other costs based on the statement made by the Freelancer unless the Client demonstrates that the aforementioned timesheet created by the Client is correct.
• If the Client fails to comply with the provisions of this clause, Staffyou can decide to submit an invoice to the Client based on the facts and circumstances of which it is aware.

9. TERM

This Agreement shall take effect on the date the Client signs up to the Platform and shall (unless terminated earlier in accordance with the express terms of this Agreement) continue thereafter until either party serves no less than four (4) months prior written notice of termination.

10. DEFAULT AND EARLY TERMINATION

• Each Party has the right to terminate this Agreement on written notice with immediate effect if:
  • the other Party is in material breach of this Agreement, and where the breach is capable of remedy, fails to remedy the breach within two weeks after having been required to do so in writing; or
  • the other Party becomes Insolvent.
• Staffyou has the right to terminate this Agreement with immediate effect on written notice if, at any time during the term of this Agreement, there shall be any change in the legal or beneficial ownership or Control of the Client. The Client shall immediately notify Staffyou in writing if it undergoes any such change.

11. CONSEQUENCES OF TERMINATION OR EXPIRY

• Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, including but not limited to, clauses 15 (Restrictive Covenants), 18 (Confidentiality), 19 (Data Protection), 31 (Governing Law and Jurisdiction).
• Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

12. COMMUNICATION AND ANNOUNCEMENTS

• The Parties undertake to each designate a contact who will, among other things, but not limited to, be responsible for the performance and evaluation of the Services as set out in this Agreement. These persons will serve as the first point of contact for each other and will meet periodically to ensure the cooperation between Staffyou and the Client goes well. These contacts will also monitor the quality, efficiency, and cooperation between the Parties.
• Neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
• The Client hereby gives Staffyou permission for the use of the brand name, images/logo of the Client for recruitment and selection and, accordingly, for the use in commercial publications by Staffyou.

13. LIMITATIONS OF LIABILITY AND INDEMNITIES

• Neither party excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or for any other matter than cannot be excluded or limited by applicable law.
• Subject to clause 13.1, neither Staffyou nor any of its directors, employees, or personnel shall be liable to the Client for any loss, injury, damage, expense, or delay arising from, or in any way connected with:
  • any failure of the Freelancer to meet the Client's requirements; or
  • any act or omission of a Freelancer, (whether wilful, negligent, fraudulent, dishonest, reckless, or otherwise) during the relevant Assignment or whilst acting under the supervision or instruction of the Client;
  • unilateral termination by the Freelancer of its contract with Staffyou;
  • any loss, injury, damage, expense, or delay caused or suffered by a Freelancer during the Assignment unless caused by the negligence of Staffyou.
• Subject to clauses 13.1 and 13.4, the liability of Staffyou under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty, or otherwise howsoever will not exceed the Fee(s) paid or due to be paid by the Client to Staffyou under this Agreement.
• Neither Party will be liable to the other Party for indirect or consequential losses. Staffyou shall not be liable in contract, tort, negligence, breach of statutory duty, or otherwise for any loss of turnover, profits, anticipated savings, wasted costs, loss of business, or goodwill. The provisions of this clause 15.4 will not apply to the matters referred to in clause 13.1 and clause 13.5.
• The Client will indemnify and hold harmless Staffyou from and against Losses incurred by Staffyou by reason of or arising out of:
  • any Claims made against Staffyou by a Freelancer as a result of a breach of this Agreement by the Client; and
  • any Claims made against Staffyou by a government authority or department as a result of a breach of this Agreement by the Client; and/or
  • any compensation or ex gratia payments made to a Freelancer as a result of a breach of this Agreement by the Client.
• ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines, and liability (whether criminal or civil, in contract, tort, or otherwise).
• ‘Losses’ shall mean all losses including financial losses, damages, legal costs, and other expenses of any nature whatsoever.

14. INSURANCE

• Staffyou and the Client hereby agree that Staffyou will arrange and maintain appropriate insurance with a renowned insurer that offers sufficient coverage for damage that may occur during or as a result of the provision of the agreed Services which are not subject to the management and supervision of the Client.

15. RESTRICTIVE COVENANTS

• Non-Contact Unless Staffyou has given prior written permission, the Client hereby undertakes to Staffyou not to contact any customers, suppliers, and/or partners of Staffyou during the effective period of this Agreement and for a period of one year following its termination.

16. STATEMENT OF WORKS

• The Client and Staffyou will capture the content and form of each particular assignment in the Platform which will be subject to the terms of this Agreement.

17. SOFTWARE

• If desired by the Client, Staffyou and the Client will negotiate an Agreement for the provision of the Staffyou Software to the Client. If the Parties reach an agreement on the conditions governing the use of the Staffyou Software, this will be captured in a separate license agreement.

18. CONFIDENTIALITY

• Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party or any Affiliate.
• Each party may disclose the other party's confidential information:
  • to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party's confidential information comply with this clause; and
  • as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
• No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

19. DATA PROTECTION

• The following definitions apply in this Clause 18:
  • Agreed Purposes: [PURPOSES FOR WHICH THE PERSONAL DATA IS TO BE HELD].
  • Controller, data controller, processor, data processor, data subject, personal data, processing, and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
  • Data Protection Legislation: (a)To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (b)To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.
  • EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
  • UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
  • Permitted Recipients: the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement, and with their Affiliates.
  • Shared Personal Data: the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: [TYPE OF PERSONAL DATA]; [TYPE OF PERSONAL DATA]; and [TYPE OF PERSONAL DATA].
• This Clause 18 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
• Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
• Each party shall:
  • ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
  • give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors, and assignees;
  • process the Shared Personal Data only for the Agreed Purposes;
  • not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
  • ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
  • ensure that it has in place appropriate technical, and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
  • not transfer any personal data received from the Data Discloser outside the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
• Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
  • consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
  • promptly inform the other party about the receipt of any data subject access request;
  • provide the other party with reasonable assistance in complying with any data subject access request;
  • not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
  • assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;
  • notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
  • at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;
  • use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
  • maintain complete and accurate records and information to demonstrate its compliance with this Clause 18 and allow for audits by the other party or the other party's designated auditor; and
  • provide the other party with contact details of at least one employee as a point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

20. 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 results from events, circumstances, or causes beyond its reasonable control.
• Insofar as not already included in the definition, force majeure will also be defined as strikes, company occupation, blockades, embargoes, government measures, war, revolution and/or a comparable situation, power outages, disruptions in electronic communication lines, fire, explosions, other calamities, water damage, floods, earthquakes, other natural disasters, as well as extensive illness (including epidemics and/or pandemics), both independently and of staff.
• As long as the situation of force majeure persists, the obligations of Staffyou will be suspended. However, this suspension will not apply to obligations not related to the force majeure and those that have already occurred before the start of the situation of force majeure.
• If the situation of force majeure has lasted for three months or once it becomes clear that the situation of force majeure will last for more than three months, each of the parties will have the right to prematurely terminate this Agreement without due observance of any notice period. The Client will continue to be required to pay the Fees due to Staffyou after such a termination of this Agreement related to the period before the situation of force majeure.
• During the situation of force majeure, Staffyou will not be required to provide compensation for any damage incurred by or at the Client, nor will it be required to do so after the termination of this Agreement as referred to in clause 19.4.

21. WARRANTIES

• Each party warrants that it has full capacity and authority to enter into and perform this Agreement.

22. ASSIGNMENT

The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any other manner with any of its rights and obligations under the Agreement. Except as otherwise provided, the Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.

23. NO PARTNERSHIP

• Nothing in the Agreement is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
• Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24. COUNTERPARTS

The 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. No counterpart shall be effective until each party has executed and delivered at least one counterpart.

25. VARIATION

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

26. NO WAIVER

• A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. A party that waives a right or remedy provided under the Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
• The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

27. ENTIRE AGREEMENT

The Agreement (including all information in respect of the Assignment and the Freelancer contained in the Platform) 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.

28. SEVERANCE

If any provision or part-provision of the 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 the Agreement. If any provision or part-provision of the Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

29. THIRD PARTY RIGHTS

The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

30. NOTICES

Any notice sent pursuant to the Agreement shall be sent by certified e-mail, return receipt requested, or by overnight postal mail to the addresses specified in the Platform or to such address as either party may in the future designate. Notices shall be effective upon receipt.

31. GOVERNING LAW AND JURISDICTION

• This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the 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 (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.