LEMA Collective - Services Terms and Conditions

Last Updated 13 September 2024

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These services terms and conditions ("T&Cs") govern an appointment by a third party (“Client”) who engages LEMA Collective Limited ("LEMA Collective") to provide certain services to the Client (as further set out in a proposal and statement of works (“PSoW”)). The PSoW, when signed by a Client, and these T&Cs shall be read together, and form the Agreement (as defined below) between the Client and LEMA Collective.

 

1. Definitions and interpretation

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​​1.1 ​In these T&Cs, unless the context requires otherwise, the following words and phrases have the meanings set opposite them:

 

“Agreement” these T&Cs including the PSoW; 

“Board” the board of directors from time to time of the Client; 

“Bribery Laws” means the Bribery Act 2010 (UK) and any similar or equivalent legislation in any other relevant jurisdiction; 

“Business Day” a day other than a Saturday or Sunday, on which banks are open for normal business in England;

“Commencement Date” the date as provided in the PSoW;

“Confidential Information” all information or data (in whatever form) of a confidential or proprietary nature disclosed to or received by LEMA Collective and/or the , which is labelled or designated as confidential, relating to the products, services, business or proposed business, finances, transactions, staff and affairs of the Client, including and trade secrets;

“Data Protection Legislation” the European Union's General Data Protection Regulation (2016/679) (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including any guidance and codes of practice issued by the applicable supervisory authority;

“Engagement” the engagement of LEMA Collective by the Client in accordance with the PSoW and these T&Cs;

“Fee” the meaning given to it in clause 6.1 and the PSoW;

“Individual” Ani Attamian;

“Intellectual Property Rights” any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case:

1. whether registered or not;

2. including any applications to protect or register such rights;

3. including all renewals and extensions of such rights or applications;

4. whether vested, contingent or future; and

5. wherever existing;

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“Interest Rate” 10% per annum above the base rate of the Bank of England base rate from time to time;

“Modern Slavery Act” means the Modern Slavery Act 2015 (UK);

“Personal Data” any information relating to a living individual who can be identified, directly or indirectly, in particular by reference to:

1. an identifier such as a name, an identification number, location data or an online identifier, or

2. one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual;

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“Services” the services provided in the PSoW;

“Termination Date” the date of termination of these T&Cs for whatever reason;

“Work” any and all materials, documents, operating or training manuals, instructions, notes and data in whatever form, including hard copy and electronic form, created or developed by LEMA Collective and/or the the Individual in providing the Services.

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​1.2 In these T&Cs:

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1.2.1  the schedule is incorporated into and forms part of these T&Cs and the Agreement.

1.2.2  any reference to these T&Cs or to any other document will include its schedules, appendices and annexes (if any) and any permitted variation or amendment to these T&Cs or such other document;

any reference to a clause or schedule is, except where expressly stated to the contrary, reference to the relevant clause of or schedule to these T&Cs;

1.2.3 the table of contents, background section and any clause, schedule or other headings and the use of bold type in these T&Cs are included for convenience only and shall have no effect on the interpretation of these T&Cs;

1.2.4 a reference to any statute, statutory instrument, order, regulation or other similar instrument (including any EU order, regulation or instrument) will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before, on or after the date of these T&Cs) for the time being in force, including all instruments, orders or regulations then in force and made under or deriving validity from that legislation;

1.2.5 the words “include”, “including”, “in particular” or any similar words and expressions will be construed as illustrative only and will not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 the use of the singular includes the plural and vice versa and a reference to one gender includes a reference to the other gender;

1.2.7 a reference to “writing” or “written” includes any method of reproducing words in a legible and non-transitory form;

1.2.8 a reference to a “party” includes that party’s personal representatives, successors and permitted assigns;

1.2.9 a reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.10 a reference to a “Client” includes any Client, corporation or other body corporate, wherever and however incorporated or established;

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2. Commencement and duration of engagement

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Subject to the terms of these T&Cs, the engagement under these T&Cs will commence on the commencement date (as provided in the PsoW) and will continue for the Term (as provided in the PsoW), unless or until either the Client or LEMA Collective terminates the engagement in accordance with these T&Cs.

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3. Provision of Services

 

3.1 During the Engagement, LEMA Collective will, and (where appropriate) will procure that the Individual will:

3.1.1 provide the Services;

3.1.2 provide the Services with reasonable care and skill and in accordance with the PsoW and these T&Cs.

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3.2 LEMA Collective will as soon as reasonably practicable notify the Client if, for any reason at any time during the Engagement, it is unable to provide the Services as required by the Client in accordance with clause 3.1.

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3.3 LEMA Collective will not, and will procure that the Individual will not:

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3.3.1 hold itself and/or the Individual out as having authority to bind the Client; nor 

3.3.2 have any authority to incur any expenditure in the name of or on behalf of the Client, unless LEMA Collective or the Individual has obtained the prior written consent of the Client.

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3.4 LEMA Collective may use another person, firm, Client or organisation to perform any administrative, clerical or secretarial functions that are incidental to the provision of the Services, or, if the need arises, LEMA Collective may introduce to the Client additional persons who have the requisite expertise to assist (or even replace) LEMA Collective and/or the Individual in the provision of the Services.​

 

3.5 If applicable, the Client will provide personal instruments, equipment and/or computer equipment necessary for the provision of the Services and LEMA Collective will be liable, at its own cost, to keep any such personal instruments and/or equipment and/or computer equipment in a safe and proper operating condition.

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3.6 Where necessary for the provision of the Services, the Client will supply, at no cost to LEMA Collective, the necessary computer software (or other equipment) for loading onto the instrument, equipment and/or computer equipment.

 

3.7 If the Individual is required to travel abroad in connection with the provision of the Services, the Client will reimburse LEMA Collective for the reasonable cost of LEMA Collective and/or the Individual obtaining any necessary insurance, permits, visas and inoculations and/or of complying with immigration requirements, as an out-of-pocket expense in accordance with clause 7.

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4. Right to provide a substitute

 

LEMA Collective may at any time appoint a substitute with equivalent skill and expertise to perform the Services instead of the person(s) named or described in the PSoW (the “Substitute”). LEMA Collective will continue to invoice the Client in accordance with clause 6.2 and will be responsible for the remuneration of the Substitute. Any reference in these T&Cs to the “Individual” will include any Substitute appointed in accordance with this clause, except where expressly stated to the contrary.

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5. Protection of business interests

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5.1 LEMA Collective confirms that neither it nor the Individual will as a consequence of entering into and performing the Services or these T&Cs, be in breach of any express or implied terms of any contract, agreement or other arrangement with, or any obligation to, any third party binding upon it and/or the Individual.

 

5.2 Subject to clause 5.3, LEMA Collective, the Individual and/or the Substitute and any of LEMA Collective's directors may have an interest in or advise or act as a consultant to any other business provided that LEMA Collective will not, and will procure that the Individual will not, during the period of the Engagement without the prior written consent of the Client (such consent not to be unreasonably withheld), undertake any other activities or accept other employment or engagement with any business which will directly interfere with the proper provision of the Services. In the event of a conflict between LEMA Collective's, the Individual's or the Substitute’s obligations to the Client under the PsoW or these T&Cs and obligations to any third party, obligations to the Client will take precedence.

 

5.3 LEMA Collective will not, and will procure that the Individual will not, receive or obtain directly or indirectly any discount, rebate, commission or other benefit in respect of any goods or services supplied to or acquired by the Client or any other business transacted by it and if it and/or the Individual does receive any such discount, rebate, commission or other benefit LEMA Collective and/or the Individual will account to the Client for it.

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6. Fees

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6.1 The Client will pay to LEMA Collective in consideration of the provision of the Services a fee (in £) for the Services (as further provided in the PSoW) exclusive of Value Added Tax (if applicable) (the “Fee”), without any deduction for tax, National Insurance contributions (“NICs”) or otherwise, within 30 days of receipt of an invoice submitted in accordance with clause 6.2.

 

6.2 LEMA Collective will render invoices in instalments as agreed between LEMA Collective and the Client from time to time to the Client in respect of the Fee, which gives details of the hours that the Individual has worked, the Services that have been provided, the amount of the Fee payable, plus any expenses incurred by LEMA Collective pursuant to clause 7 and, where LEMA Collective is registered for VAT, will show any VAT separately.

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6.3 LEMA Collective will keep time sheets showing the hours worked by the Individual in respect of the provision of the Services and will if so requested produce them to the Client for accounting purposes.

 

6.4 If any invoice (or any part of an invoice) remains unpaid at the due date for payment, such invoice will bear interest at the Interest Rate from the day after the due date for payment up to (and including) the date of payment of the invoice in full.

 

6.5 Acceptance of the Fee by LEMA Collective will be without prejudice to any claims or rights which LEMA Collective may have against the Client and will not constitute any admission by LEMA Collective under the PsoW or these T&Cs.

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7. Expenses

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The Client will be responsible for all out-of-pocket expenses and normal overhead expenditure incurred by LEMA Collective in the performance of its duties under these T&Cs. For the avoidance of doubt, LEMA Collective will be reimbursed separately for these expenses or be entitled to be reimbursed for all out-of-pocket expenses (including travelling and entertainment expenses but not parking or road traffic offence fines) reasonably incurred by LEMA Collective in the proper provision of the Services, subject to the production of such receipts or other evidence as the Client may reasonably require and will include any such expenses on invoices rendered pursuant to clause 6.2.

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8. Income tax and National Insurance contributions

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8.1 LEMA Collective will, as far as is required by law, be responsible for and will account to the appropriate authorities for all income tax liabilities and NICs in respect of the Fee and/or expenses paid in respect of the Services. LEMA Collective acknowledges that the Client will not be operating PAYE or making or deducting any NICs in respect of the provision of the Services and the Fee payable under these T&Cs.

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9. Limitation of liability

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9.1 The extent of LEMA Collective’s liability under or in connection with the Services, the PSoW or these T&Cs (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.

 

9.2 Subject to clauses 9.3 and 9.5:

 

9.2.1 LEMA Collective’s total liability shall be limited to the level of cover provided by any relevant insurance policy held by LEMA Collective in respect of the liability or liabilities or the total Fees payable by the Client to LEMA Collective, whichever is lower;

9.2.2 LEMA Collective shall not be liable for consequential, indirect or special losses; and

9.2.3 LEMA Collective shall not be liable for any of the following (whether direct or indirect):

1. loss of profit; 

2. loss of data;

3. loss of use;

4. loss of production;

5. loss of contract;

6. loss of opportunity; and

7. loss of savings, discount or rebate (whether actual or anticipated).

 

9.3 Except as expressly stated in these T&Cs, and subject to clause 9.4, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

 

9.4 Notwithstanding any other provision of these T&Cs, LEMA Collective’s liability shall not be limited in any way in respect of the following:

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9.4.1 death or personal injury caused by negligence;

9.4.2 fraud or fraudulent misrepresentation; and/or

9.4.3 any other losses which cannot be excluded or limited by applicable law.

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10. Insurance

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LEMA Collective will (if applicable) maintain in force during the Engagement employer’s liability insurance, professional indemnity insurance and public liability insurance in respect of the provision of the Services.

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11. Confidential Information

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11.1 Except in the proper performance of its obligations under these T&Cs, LEMA Collective will not, and will procure that the Individual will not, during the period of these T&Cs, without the prior written approval of the Client (such approval not to be unreasonably withheld), use for its or the Individual’s own benefit or for the benefit of any other person, firm, Client or organisation or directly or indirectly divulge or disclose to any person any Confidential Information which has come, or may come, to LEMA Collective's or the Individual's knowledge during or in connection with the Engagement.

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11.2 The restrictions contained in this clause 11 will not apply to:

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11.2.1 any Confidential Information which is already in or (otherwise than through LEMA Collective's or the Individual's unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; or

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11.2.2 any use or disclosure authorised by the Client or required by law.

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12. Intellectual property

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12.1 In consideration of the Client paying the Fee to LEMA Collective, LEMA Collective agrees that all the Intellectual Property Rights in the Work will transfer to the Client by way of present and future assignment:

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12.1.1 in any sector and for any purpose;

12.1.2 for the full term of such rights and any renewals;

12.1.3 including (with effect from their creation) all Intellectual Property Rights in Work created or developed in future by LEMA Collective and/or the Individual in respect of the Services;

12.1.4 with effect from the date on which all invoices due to be submitted in accordance with clause 6.1 in respect of the Services have been paid.

 

12.2 The Client acknowledges that LEMA Collective provides no warranties whatsoever in relation to the Intellectual Property Rights in the Work. LEMA Collective excludes any and all liability to the Client (to the extent permissible by law) that may arise in relation to the Intellectual Property Rights after the date of these T&Cs.

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13. Data protection

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The Client acknowledges that, in order for LEMA Collective to enter into and perform its obligations under these T&Cs, LEMA Collective will need to be provided with certain personal data that LEMA Collective will process in accordance with LEMA Collective’s data privacy policy.

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Each party shall comply with its data protection obligations as more particularly set out in the Data Protection Legislation that applies to that party. The parties agree that they will be classified under the Data Protection Legislation as independent Data Controllers. The Client shall indemnify LEMA Collective against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by LEMA Collective arising out of or in connection with any third party claims caused by the misuse of personal data by the Client.

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14. Tax evasion facilitation prevention

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14.1 For the purposes of this clause 14:

 

14.1.1 the expressions “Prevention Procedures”, “UK Tax Evasion Offence” and “Foreign Tax Evasion Offence” will be construed in accordance with Part 3 of the Criminal Finances Act 2017 (“CFA 2017”) and guidance published under it;

14.1.2 “Corporate Failure to Prevent Offence” means an offence under section 45 and/or section 46 of CFA 2017;

14.1.3 “Associated Persons” means all or any persons associated with LEMA Collective involved in performing services for LEMA Collective or on LEMA Collective’s behalf in connection with the Services, the PSoW and/or these T&Cs.

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14.2 LEMA Collective will use reasonable endeavours to ensure that LEMA Collective and LEMA Collective Associated Persons will not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including the Client, of a:

 

14.2.1 Corporate Failure to Prevent Offence;

14.2.2 UK Tax Evasion Offence; or

14.2.3 Foreign Tax Evasion Offence in connection with the performance of the Services and these T&Cs.

 

14.3 LEMA Collective will not and will use reasonable endeavours to ensure that all Associated Persons will not, solicit or engage with or take steps to solicit or engage with any person Associated with the Client to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with the performance of the Services, the PSoW and/or these T&Cs.

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14.4 Without prejudice to clause 14.2, LEMA Collective will use reasonable endeavours to ensure that LEMA Collective complies with the Client’s Prevention Procedures as notified to LEMA Collective in writing from time to time.

 

14.5 LEMA Collective warrants and represents that LEMA Collective has not:

 

14.5.1 been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;

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14.5.2 received any court orders, warrants or oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or 

 

14.5.3 received any report or discovered any evidence suggesting that LEMA Collective has committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence.

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15. Obligations of the Client

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15.1 During the Engagement, the Client will afford LEMA Collective and the Individual such access to its premises and to information, records and other materials of the Client as LEMA Collective may reasonably require to enable LEMA Collective and the Individual to provide the Services.

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15.2 The Client will:

 

15.2.1 make available such working space and facilities at its premises as LEMA Collective considers necessary for LEMA Collective and the Individual to provide the Services; and

15.2.2 agree with LEMA Collective and the Individual to schedule work to the best convenience of both parties.

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16. Termination

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16.1 Notwithstanding the provisions of clause 2 and subject to the provisions of clause 16.3, LEMA Collective may terminate these T&Cs with immediate effect without liability to pay any compensation or damages by written notice to the Client if, at any time:

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16.1.1 the Client commits any serious or repeated breach or non-observance of any of the terms or conditions of the PSoW and/or these T&Cs, and for the avoidance of doubt, a failure to pay the Fee on the due date will be treated as a serious breach; or

 

16.1.2 the Client or any of its directors, officers, employees or agents commits an act of fraud or dishonesty relating to LEMA Collective or otherwise, or acts in any manner which in the reasonable opinion of LEMA Collective brings, or is likely to bring, LEMA Collective into serious disrepute; or

 

16.1.3 the Client makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Client; or

 

16.1.4 the Client purports to assign the burden or benefit or to charge the benefit of these T&Cs.

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16.2 Notwithstanding the provisions of clause 2, and subject to the provisions of clause 16.3, the Client may terminate these T&Cs with immediate effect with no further obligation to make any further payment to LEMA Collective (other than in respect of amounts accrued prior to the Termination Date) by written notice to LEMA Collective if, at any time:

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16.2.1 LEMA Collective or the Individual commits any serious or repeated breach or non-observance of any of the terms or conditions of these T&Cs; or

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16.2.2 LEMA Collective and/or the Individual is guilty of any act of fraud or dishonesty in relation to the Client or acts in any manner which brings the Client into serious disrepute; or

 

16.2.3 a bankruptcy order is made against the Individual such that, in the reasonable opinion of the Board, LEMA Collective is no longer able to provide the Services; or

 

16.2.4 the Individual is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) which materially affects LEMA Collective's ability to perform the Services.

 

16.3 Neither party will be in breach of the PsoW and/or these T&Cs if there is any total or partial failure of performance by it of its duties and obligations under the PSoW and/or these T&Cs occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond the control of either party (each a “Force Majeure Event”). If either party is unable to perform its duties and obligations under the PSoW and/or these T&Cs as a direct result of a Force Majeure Event, that party will give written notice to the other of the inability stating the reason in question. The operation of the PSoW and/or these T&Cs (including clause 16.2) will be suspended during the period (and only during the period) during which the Force Majeure Event continues and LEMA Collective will be paid any of the Fee which is outstanding at the commencement of that suspension forthwith. Immediately upon the Force Majeure Event ceasing to exist the party relying upon it will give written notice to the other of this fact.

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17. Obligations on termination

 

17.1 LEMA Collective will, and will procure that the Individual will, as soon as reasonably practicable on the termination of these T&Cs for any reason surrender to a person duly authorised by the Client all computer programs, reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (on whatever media and wherever located) any keys and any other property of the Client that have been received by LEMA Collective and/or the Individual during the course of providing the Services and which are in LEMA Collective's and/or the Individual's possession or under LEMA Collective's and/or the Individual's control and which are the property of the Client.

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17.2 As soon as reasonably practicable on the termination of these T&Cs for any reason LEMA Collective will, and will procure that the Individual will, having first returned the information to the Client as required by clause 17.1, delete any remaining information relating to the business of the Client and stored in any magnetic or optical drive or memory and all matter derived from such sources which is in its possession or under its control and is outside the premises of the Client.

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18. Restrictions on assignment/sub-contracting

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LEMA Collective may freely assign, delegate, sub-contract or otherwise transfer its rights and obligations under these T&Cs to any person, Client or other organisation with which it may merge or to which it may transfer its assets and/or undertaking, provided that it gives prior written notice to the Client. The Client may not assign these T&Cs or any of its rights and obligations under it without the prior written consent of LEMA Collective, provided that where such consent is given, the Client will not be relieved of liability for any non-performance by any assignee.

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19. Notices

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19.1 Notices under these T&Cs shall be in writing and sent to a party's address as set out in the PSoW. Notices may be given, and shall be deemed received:

19.1.1 by first-class post: two Business Days after posting;

19.1.2 by airmail: seven Business Days after posting; or

19.2.3 by email: (a) to the Client: as provided in the PSoW, and (b) to LEMA Collective: to info@lemacollective.com or the email address provided in the PSoW.

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19.2 This clause does not apply to notices given in legal proceedings or arbitration.

 

20. Entire agreement

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20.1 The parties agree that these T&Cs constitutes the entire agreement between them relating to the Engagement and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

 

20.2 Each party acknowledges that it has not entered into these T&Cs in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these T&Cs. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these T&Cs.

 

20.3 Nothing in these T&Cs purports to limit or exclude any liability for fraud.

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21. Further assurance

 

Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to these T&Cs.

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22. Variation

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No variation of these T&Cs shall be valid or effective unless it is in writing, refers to these T&Cs and is duly signed or executed by, or on behalf of, each party.

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23. Set off

 

Except as expressly set out in these T&Cs, each party shall pay all sums that it owes to the other party under these T&Cs without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

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24. No partnership or agency

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Nothing in these T&Cs constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.

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25. Remedies and waiver

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Any remedy or right conferred upon for breach of these T&Cs will be in addition to and without prejudice to all other rights and remedies available to it. No failure or delay by either party in exercising any remedy, right, power or privilege under or in relation to these T&Cs will operate as a waiver of that or any other right, power, remedy or privilege of LEMA Collective  or the Client, nor will any single or partial exercise of any right, power, remedy or privilege preclude any other or further exercise of that or any other right, power, remedy or privilege.

 

26. Equitable relief

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Each party recognises that any breach or threatened breach of the PSoW and/or these T&Cs may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

 

27. Severance

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If any provision of the PSoW and/or these T&Cs (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the PSoW and/or these T&Cs shall not be affected.

 

28. Legal expenses

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Each party to these T&Cs will be responsible for their own legal and other costs and expenses in connection with the negotiation, preparation, execution and implementation of the PSoW and/or the Engagement.

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29. Third party rights

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29.1 The Contracts (Rights of Third Parties) Act 1999 will not apply to the Engagement and/or these T&Cs and no person other than LEMA Collective and the Client will have any rights under it. For the avoidance of doubt the terms of these T&Cs may be varied, amended or modified (whether in whole or in part) or these T&Cs may be suspended, cancelled, terminated by agreement in writing between the Client and LEMA Collective or these T&Cs may be rescinded in each case without the consent of any Third Party.

 

29.2 For the purposes of this clause, a “Third Party” means any person who is not a party to the Engagement, PSoW and/or these T&Cs.

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30. Anti Bribery

Neither party shall make or receive any bribe, advantage or other improper payment. Each party shall comply with applicable Bribery Laws, including ensuring that it has in place adequate procedures to ensure compliance with the Bribery Laws and each shall ensure that all of that party’s personnel so comply.

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31. Modern Slavery

 

Both parties undertake that neither party nor any of its officers, employees, agents or subcontractors has committed an offence under the Modern Slavery Act (a “MSA Offence”) or is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act. Each party shall notify the other immediately in writing if it becomes aware or has reason to believe that it has potentially breached its obligations under this clause 31.

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32. Governing law

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The Engagement and these T&Cs and any dispute or claim arising out of, or in connection with them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

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33. Jurisdiction

 

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Engagement and/or these T&Cs, its subject matter or formation (including non-contractual disputes or claims).

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