Terms of Use

GENERAL

Welcome to Freelance Magnet Limited (trading as QWIDPRO)!
WHAT PARTS OF THESE TERMS APPLY TO ME?
This agreement governs your use of the QWIDPRO platform (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Freelance Magnet Limited (trading as QWIDPRO), company number 13393638 with registered office Cardiff Bay Business Centre Titan House, Lewis Road, Cardiff, United Kingdom, CF24 5BS (QWIDPRO, we or us).
The remainder of this agreement is divided into three parts:
● Part A (All Users), which sets out terms that apply to all Users;
● Part B (Companies, which sets out additional terms that apply to Companies, being Users who register an account as a ‘Company’ on the Platform; and
● Part C (Freelancers), which sets out additional terms that apply to Freelancers, being Users who register an account as a ‘freelancer’ on the Platform.
If you intend to use the Platform as a Company, only Parts A and B of these terms will apply to you.
If you intend to use the Platform as a Freelancer, only Parts A and C of these terms will apply to you.
When we talk about the “Services” in this agreement, we are referring to our Platform, your Subscription (if applicable) and any associated services we offer.

These terms constitute a contract between all Users of the Platform and the Platform Services (You) and QWIDPRO. Your use of our Platform is subject to these Terms and by using the Platform you agree to be bound by them. If you do not agree to these terms, you must not use our Platform. You should print a copy of these Terms for future reference.

By registering with Freelance Magnet (trading as QWIDPRO) as a Freelancer Company, or consumer, you represent and warrant that:
• you are at least 18 years of age;
• you have the requisite legal authority to bind the entity on whose behalf you are entering into these Terms;
• you accept full responsibility for the use of the Platform through your account on any device, whether or not it is owned by you; and
• you will fully comply with these Terms and any applicable laws.
 

Part A All Users
1 DEFINITIONS
Business means a commercial entity that is using the Platform Services in connection with a trade, craft or profession.
Consumer means an individual acting for purposes which are wholly or mainly outside their trade, business, craft or profession.
Companies means all users of the Platform that engage Freelancers for Freelancer Services, similarly termed Hirers on the Platform.
Freelancer Services means the services provided by Freelancers to Companies.
Fixed-fee Project has the same meaning as set out in clause 4.1(a)(i) of Part A

Freelancer means a freelancer service provider that a Company may engage for Freelancer Services through the Platform
QWIDPRO means the company that provides the Services and maintains this Platform being Freelance Magnet Limited, a company registered in England with UK company registration number 13393638 with registered office Cardiff Bay Business Centre Titan House, Lewis Road, Cardiff, United Kingdom, CF24 5BS.
Job Listing has the same meaning as set out in clause 2 of Part B

Milestone Project has the same meaning as set out in clause 4.1(a)(ii) of Part A

Platform means the ‘QWIDPRO’ online platform, with url www.qwidpro.com

Project means a Fixed-fee Project or Milestone Project
Proposal has the same meaning as set out in clause 3 of Part C

Services our Platform, your Subscription (if applicable) and any associated services we offer
Services Contract means the binding agreement between the Freelancer and the Company for the provision of Freelancer Services following an Introduction
Terms means these Terms and Conditions
User means Freelancers and Companies that use the Platform
2 ELIGIBILITY
(a) This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:
(i) over the age of 18 years and accessing the Platform for personal use; or
(ii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.
(b) Please do not access the Platform if you are under the age of 18 years old, or if you have previously been suspended or prohibited from using the Platform.
(c) If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
3 ACCOUNTS
(a) In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).
(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as:
(i) For Companies: your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by QWIDPRO from time to time; and
(ii) For Freelancers: your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, professional experience, references, CV and other information as determined by QWIDPRO from time to time.
(c) You warrant that any information you give to QWIDPRO in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(d) You may register for an Account using your Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo, employment history and other basic information.
(e) Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.
(f) Once you complete the Account registration process, QWIDPRO may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
(g) QWIDPRO reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
(h) QWIDPRO may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
4 PROJECTS
4.1 GENERAL
(a) A Company may post a Job Listing for:
(i) fixed-fee projects, which are to be completed in one stage (Fixed Fee Project); or
(ii) milestone projects, which are to be completed in stages as agreed by the parties (Milestone Project).
(b) Where a Job Listing includes multiple services requests, more than 1 Freelancer can be accepted to complete the Project and specific Freelancer details may be shared with other Freelancers on a project
(c) To respond to a Job Listing, a Freelancer must submit a Proposal to the Company.
(d) Once a Proposal is submitted to the Company, the Company may accept the Proposal, reject the Proposal or negotiate the Proposal with the Freelancer.
(e) If a Proposal is accepted by both a Freelancer and a Company, it becomes a binding agreement (Services Contract).
4.2 FIXED-FEE PROJECTS
(a) If a Job Listing is for a Fixed-Fee Project, the following applies:
(i) the Company and Freelancer will agree on the due date for the deliverable;
(ii) the Company and the Freelancer will agree on the price payable for the deliverable;
(iii) The Company will release the payment for the deliverable only once the Company is satisfied that the deliverables have been completed in line with expectation
4.3 MILESTONE PROJECTS
(a) If a Job Listing is for a Milestone Project, the following applies:
(i) the Company and Freelancer will agree on how many stages the Milestone will be split into and what must be completed during each stage (each a Stage);
(ii) the Company and the Freelancer will agree on the price payable for the deliverable defined for each Milestone;the Freelancer will ensure that the Company has made the payment into the QWIDPRO escrow account before commencing any work on a defined Milestone;
(iii) The Company will release the payment for the deliverable for a specific Milestone only once the Company is satisfied that the deliverables have been completed in line with expectation for the specific Milestone.

5 USER OBLIGATIONS
As a User, you agree:
(a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
(b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify QWIDPRO of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
(c) to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive services, including by not using the Platform:
(i) in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and
(ii) in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by QWIDPRO;
(d) not to act in any way that may harm the reputation of QWIDPRO or associated or interested parties or do anything at all contrary to the interests of QWIDPRO or the Platform;
(e) not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of QWIDPRO;
(f) that QWIDPRO may change any features of the Platform or Services offered through the Platform at any time without notice to you;
(g) that information given to you through the Platform, by QWIDPRO or another User including a Company, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(h) that QWIDPRO may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.
6 ONLINE PAYMENT PARTNER
(a) We may use third-party online payment partner (Online Payment Partner) to collect payments on the Platform, including for our Services.
(b) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner.
(c) You agree to release QWIDPRO and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.
(d) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
7 FEES AND PAYMENT FOR SERVICE CONTRACTS
(a) The cost of providing the services specified in each Service Contract will be as agreed between the Company and the Freelancer (Project Fees). If the Service Contract is for a Milestone Project, the Project Fees will be broken down into the relevant Stages (each a Stage Fee).
(b) We will charge the Freelancer a percentage of the Project Fees (Commission Fee) for each Job Listing that is accepted by a Freelancer.
(c) Once the Project Fees have been agreed between the Company and the Freelancer, and prior to the Freelancer commencing any work, the Company must:
(i) (Fixed-Fee Projects) Pay the total Project Fees and Commission Fee to us via our Online Payment Partner; or
(ii) (Milestone Projects) Pay the relevant Stage Fee and Commission Fee to us via our Online Payment Partner. Prior to commencing each subsequent Stage, the Company must pay the relevant Stage Fee and Commission Fee to us before any work relating to that stage commences.
(d) Payment (less our Commission Fee) will only be released to a Freelancer upon receipt of confirmation from the Company that the relevant Fixed-Fee Project or Stage (as the case may be) is completed (Company Confirmation).
8 POSTED MATERIALS
8.1 WARRANTIES
By providing or posting any information, materials or other content on or through the Platform (Posted Material), you represent and warrant that:
(a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
(b) the Posted Material is accurate and true at the time it is provided;
(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
(h) the Posted Material does not breach or infringe any applicable laws.
8.2 LICENCE
(a) You grant to QWIDPRO a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for QWIDPRO to use, exploit or otherwise enjoy the benefit of such Posted Material.
(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release QWIDPRO from any and all claims that you could assert against QWIDPRO by virtue of any such moral rights.
(c) You indemnify QWIDPRO against all damages, losses, costs and expenses incurred by QWIDPRO arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
8.3 REMOVAL
(a) QWIDPRO acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, QWIDPRO may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
(b) You agree that you are responsible for keeping and maintaining records of Posted Material.
9 REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS
QWIDPRO will have no liability or obligation to you if:
(a) a Freelancer or a Company cancels at any time after the time for performance of the Service Contract is agreed; or
(b) for whatever reason, including technical faults, the services in a Service Contract cannot be performed or completed,
and you will not be entitled to any compensation from QWIDPRO.
10 SERVICE LIMITATIONS
The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that QWIDPRO cannot and does not represent, warrant or guarantee that:
(a) the Platform will be free from errors or defects;
(b) the Platform will be accessible at all times;
(c) messages sent through the Platform will be delivered promptly, or delivered at all;
(d) information you receive or supply through the Platform will be secure or confidential; or
(e) any information provided through the Platform is accurate or true.
11 INTELLECTUAL PROPERTY
(a) QWIDPRO retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the intended purpose of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from QWIDPRO or as permitted by law.
(c) In this clause 11, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in the United Kingdom and throughout the world.
12 THIRD PARTY CONTENT
The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). QWIDPRO accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
13 THIRD PARTY TERMS
(a) Any service that requires QWIDPRO to acquire goods and services supplied by a third party on behalf of the Freelancer (including a third party payment service) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
(b) Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing QWIDPRO to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.
14 DISPUTES BETWEEN USERS
(a) You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
(b) If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to QWIDPRO via support@qwipro.com We will assess the complaint and attempt to quickly and satisfactorily resolve it.
(c) Any costs you incur in relation to a complaint or dispute will be your responsibility.
(d) QWIDPRO has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
(e) QWIDPRO reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.
(f) If you have a dispute with QWIDPRO, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
(g) Notwithstanding any other provision of this clause 12, you or QWIDPRO may at any time cancel your Account or discontinue your use of the Platform.
15 SECURITY
QWIDPRO does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.
16 DISCLAIMER
(a) (Introduction service) QWIDPRO is a medium that facilitates the introduction of Freelancers and Companies for the purposes of completing specified services. QWIDPRO simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Freelancers and Companies in relation to such services or otherwise resulting from the introduction.
(b) (Limitation of liability) To the maximum extent permitted by applicable law, QWIDPRO limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or any products or services provided by QWIDPRO to the greater of (this includes in relation to the transmission of any computer virus):
(i) £100 (GBP);
(ii) the total fees paid to us by you in the 6 months preceding the first event giving rise to the relevant liability.
Nothing in these terms will exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
(c) (Disclaimer) All express or implied representations and warranties in relation to the Platform and the associated services are, to the maximum extent permitted by applicable law, excluded.
(d) (Indemnity) You agree to indemnify QWIDPRO and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
(i) breach of any term of this agreement;
(ii) use of the Platform; or
(iii) your provision or receipt of Services from another User.
(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will QWIDPRO be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter, or any services provided by QWIDPRO or a Company (except to the extent this liability cannot be excluded under applicable law).
(f) (No unfair terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
17 CONFIDENTIALITY
You agree that:
(a) no information owned by QWIDPRO, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
(b) all communications involving the details of other users on this Platform and of the Company are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
18 TERMINATION
(a) QWIDPRO reserves the right to terminate a User’s access to any or all of the Platform (including any listings, memberships or Accounts) at any time without notice, for any reason.
(b) In the event that a User’s Account is terminated:
(i) the User’s access to all posting tools on the Platform will be revoked;
(ii) the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and Job Listings or requests); and
(iii) the User may be unable to view the details of other Companies (including contact details, geographic details and any other details), and all Job Listings previously posted by the respective User will also be removed from the Platform.
(c) Users may terminate their Account, and any other membership they hold in connection with the Platform, at any time by using the Platform’s functionality, where such functionality is available. Where such functionality is not available, QWIDPRO will effect such termination within a reasonable time after receiving written notice from the User.
(d) Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
19 DATA & PRIVACY
19.1 PRIVACY POLICY
You agree to be bound by the clauses outlined in QWIDPRO’s Privacy Policy, which can be found here: https://qwidpro.com/privacy
19.2 DATA PROTECTION
(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(b) During and after the delivery of the Services, the User agrees that QWIDPRO will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) QWIDPRO providing Services;
(ii) QWIDPRO and/or our independent contractors and third party suppliers may use your contact details and that of your representatives to send marketing materials or other publications;
(iii) QWIDPRO may process personal data concerning its other clients and contacts in other ways for its own business purposes;
(iv) QWIDPRO may process and transfer personal data as necessary to effect a re-organisation of its business; and
(v) QWIDPRO may share personal data with other legal or professional advisers.
(c) During and after the delivery of Services, there may be limited occasions where QWIDPRO may process on your behalf as a processor any personal data you have provided to us. QWIDPRO will advise you in writing where we believe we may act as a processor and any such processing shall be in accordance with, and subject to, your instructions.
(d) Before performing the processing, QWIDPRO shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. QWIDPRO will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we subcontract any processing (for example, in the case of external storage of data).
(e) Your instructions are taken to include the use by us, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(f) By accepting this agreement you gives positive consent for QWIDPRO to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing QWIDPRO with personal data. It is also a term of this agreement that any personal data supplied by us to you about our employees/independent contractors and/or any third parties may only be used for the express purposes for which that information is provided to you.
(g) Each party shall comply with the terms of the Data Protection Legislation.
19.3 THIRD PARTY DATA
(a) You warrant, in relation to the personal information and all other data that it provides to us in connection with these terms (Third Party Data), that:
(i) you have all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
(ii) you are not breaching any law by providing us with Third Party Data;
(iii) we will not breach any law by performing the Services in relation to any Third Party Data;
(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, you have notified us of this, and we have agreed to perform the Services in respect of that data (being under no obligation to do so); and
(v) we will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
(b) You agree at all times to indemnify and hold harmless QWIDPRO and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 19.3.
20 TAX
You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and QWIDPRO will not be held accountable in relation to any transactions between Freelancers and Companies where tax related misconduct has occurred.
21 RECORD / AUDIT
To the extent permitted by law, QWIDPRO reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving QWIDPRO.
22 NOTICES
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement support@qwipro.com. The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent; or
(ii) when replied to by the other party,
whichever is earlier.
23 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
24 GENERAL
24.1 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.
24.2 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
24.3 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
24.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
24.5 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
24.6 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
24.7 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
24.8 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.