PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
*****General Terms******
2. Who we are and how to contact us
a. Care-Quote.co.uk is a care quotation website..
b. To contact us, please email legal@care-quote.co.uk.
3. By using our site you accept these terms
a. By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
b. If you do not agree to these terms, you must not use our site.
c. We recommend that you print a copy of these terms for future reference.
4. What are these terms
a. The terms set out below include the terms of use of our website, the terms applying between us and providers and the terms applying between us and care seekers.
5. We may make changes to these terms
a. We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 27 September 2019.
6. We may make changes to our site
a. We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities.
7. We may suspend or withdraw our site
a. Subject to the terms set out below, our site is made available free of charge.
b. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
c. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
8. We may transfer this agreement to someone else
a. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
9. You must keep your account details safe
a. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
b. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
c. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at legal@care-quote.co.uk.
10. How you may use material on our site
a. We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
b. You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
c. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
d. Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
e. You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
f. If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
11. Do not rely on information on this site
a. The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
b. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
12. We are not responsible for websites we link to
a. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
b. We have no control over the contents of those sites or resources.
13. User-generated content is not approved by us
a. This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
b. How to complain about content uploaded by other users
c. If you wish to complain about content uploaded by other users, please contact us on legal@care-quote.co.uk
14. Our responsibility for loss or damage suffered by you
15. Whether you are a consumer or a business user:
a. We accept not liability in relation to your use of our website or the services derived from our website. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
16. If you are a business user:
a. We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
b. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
c. use of, or inability to use, our site; or
d. use of or reliance on any content displayed on our site.
e. In particular, we will not be liable for:
i. loss of profits, sales, business, or revenue;
ii. business interruption;
iii. loss of anticipated savings;
iv. loss of business opportunity, goodwill or reputation; or
v. any indirect or consequential loss or damage.
17. If you are a consumer user:
a. Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
b. If defective digital content that we have supplied, damages a device or digital content belonging to you, we will not be liable for such damage.
18. How we may use your personal information
a. We will only use your personal information as set out in our terms of conditions relating to our privacy policy.
19. Uploading content to our site
a. Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy described below.
b. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
c. Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you grant us and other users of our site a royalty free, transferrable and irrevocable licence to use, store and copy that content and to distribute and make it available to third parties.
d. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
e. We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
f. You are solely responsible for securing and backing up your content.
20. We are not responsible for viruses and you must not introduce them
a. We do not guarantee that our site will be secure or free from bugs or viruses.
b. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
c. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
21. Rules about linking to our site
a. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
b. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
c. You must not establish a link to our site in any website that is not owned by you.
d. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
e. We reserve the right to withdraw linking permission without notice.
f. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
g. If you wish to link to or make any use of content on our site other than that set out above, please contact legal@care-quote.co.uk.
22. Which country's laws apply to any disputes?
a. If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
b. If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
*****Terms applying between us and care providers seeking to provide care services to users of our website (INTRODUCER TERMS)******
This agreement is dated on the date on which the care provider (below, known as the Supplier) registered with our website using the sign up page on our website (http://www.care-quote.co.uk) (upon submission of the signup application) and is made between the Supplier and us (below, us being referred to as the Introducer).
BACKGROUND
(A) The Introducer is able to generate a large number of contacts who may be interested in purchasing care related services from the Supplier.
(B) The Supplier wishes to be introduced to such contacts, and is willing to pay the Introducer a commission on the terms of this agreement if such contacts purchase services from it.
(C) The Introducer is willing to introduce contacts to the Supplier in return for commission as specified in this agreement.
Agreed terms
1. Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client: means a person receiving Services from the Supplier who was regarded as a Prospective Client but has subsequently become a client of the Supplier.
Commencement Date: has the meaning given to it in clause 11.
Commission: has the meaning given to it in clause 3.1.
Introduction: the provision to the Supplier of the contact details of a Prospective Client who has registered on the Website and is seeking the purchase of the Services from the Supplier. Introduce, Introduces, and Introduced shall be interpreted accordingly.
Introduction Date: for each Prospective Client, the date during the term of this agreement on which the Introducer first Introduces such Prospective Client to the Supplier.
Introduction Period: for each Prospective Client, the three year period from the Introduction Date, irrespective of whether such period ends before or after the date of termination of this agreement.
Prospective Client: a person to whom the Supplier has not at any time previously provided the Services.
Relevant Contract: a contract for the supply of Services entered into during the Introduction Period between the Supplier and a Prospective Client who was Introduced by the Introducer.
Services: the care services provided by the Supplier together with any other services from time to time offered by the Supplier and which the Supplier, by express written notice to the Introducer, includes within the scope of this agreement.
Website: http://www.care-quote.co.uk.
1.2 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 Writing. A reference to writing or written includes fax and e-mail.
1.4 "Including". 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.
1.5 Clauses and schedules. References to clauses are to the clauses of this agreement.
2. Introductions
2.1 Appointment. The Supplier appoints the Introducer on a non-exclusive basis to identify Prospective Clients for the Supplier and to make Introductions of such persons on the terms of this agreement.
2.2 The Prospective Clients. The Prospective Clients shall be any care seekers registered on the Website and seeking the Services for themselves or for friends or family members.
2.3 Consequential introductions. Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces the Supplier to a third party who purchases Services from the Supplier, the Introducer shall, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Supplier.
3. Commission and payment
3.1 Commission entitlement. The Introducer shall be entitled to Commission if a Prospective Client Introduced by the Introducer enters into a Relevant Contract.
3.2 Commission rate. The amount of commission payable shall be at the rate of 50 pence (FIFTY PENCE) per hour of care Services received under each Relevant Contract (as it may be renewed, extended or amended) from its commencement date (Commission). The rate of the Commission may be amended immediately upon notice by the Introducer to the Supplier and shall apply in connection with subsequent Relevant Contracts following the issuance of the notice of amendment.
3.3 Duty on Supplier to disclose commission data. The Supplier shall promptly notify the Introducer in writing of the following:
(a) the date it enters into a Relevant Contract;
(b) the amount of the hours undertaken as part of the Services under it, updating the Introducer from time to time on any amendments to the level of the Services delivered by Supplier; and
(c) the dates on which such Services are undertaken,
no later than 3 Business Days after entering into a Relevant Contract or a change to a Relevant Contract.
3.4 Due date for commission. Except where the procedures set out in clause 3.5 and clause 3.6 below have been followed, all Commission payable pursuant to clause 3.2 shall be due to the Introducer (whether invoiced or not) at the end of the month in which the Supplier has undertaken the Services.
3.5 Commission statement. The Supplier shall within three Business Days of the end of a calendar month in which the Supplier has provided Services send to the Introducer a written statement setting out, in respect of such month, and in respect of each Relevant Contract:
(a) the Commission payable to the Introducer; and
(b) how the Commission has been calculated, including details of all care hours delivered to each Client. For the avoidance of doubt, time spent by a Client in a residential or nursing home facility shall be calculated from entry by the Client into the relevant facility
3.6 Invoicing of Commission. The Introducer shall invoice the Supplier for the Commission payable in accordance with the Supplier's statement submitted pursuant to clause 3.5 (or as determined by the Introducer following an audit of the Services pursuant to clause 0), together with any applicable VAT, in which case, notwithstanding clause 3.4 above, the due date for payment by the Supplier of such Commission shall be seven days from date of the date of the invoice.
3.7 Taxes. All sums payable under this agreement:
(a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties).
3.8 Interest on late payments. If the Supplier fails to make any payment due to the Introducer under this agreement by the due date for payment, then the Supplier shall pay interest on the overdue amount at the rate of 6.5% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Supplier shall pay the interest together with the overdue amount. Furthermore, the Supplier shall be subjected to a late payment administration fee which shall also accrue interest in accordance with the above provision.
3.9 Accounts, records and audit. The Supplier shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by the Supplier, all hours of care provided under them and all Services arising in connection with the Relevant Contracts. The Supplier shall permit the duly appointed representatives of the Introducer at all reasonable times to:
(a) inspect and audit all such accounts and records and to take copies of them, including providing access to relevant rota software (including permitting the Introducer to seek audit records from the Supplier’s rota software service provider); and
(b) contact Clients (and the Supplier shall include a term in the Relevant Contracts that information regarding the delivery of the Services to Clients can be shared by the Supplier to the Introducer),
in order that the Introducer can verify the extent of the Services provided by the Supplier to Clients and Prospective Clients. If, following the carrying out of an audit, the Introducer discovers that the Supplier’s information delivered pursuant to clause 3.5 is incorrect, the Introducer shall notify the Supplier and the commission statement shall be adjusted to reflect the Introducer’s adjustments.
3.10 Disputes about Commission. If any dispute arises as to the amount of Commission payable by the Supplier to the Introducer, the same shall be referred to the Introducer’s accountants for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
3.11 Continuing obligation to pay Commission. Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and the Supplier's obligation to pay Commission to the Introducer in accordance with it, including in respect of all ongoing Commission arising in relation to the delivery of Services to Clients and Prospective Clients introduced by the Introducer to the Supplier pursuant to this agreement.
4. Obligations of the Supplier
4.1 Good faith. The Supplier must at all material times act in good faith towards the Introducer.
4.2 Provision of information. The Supplier shall provide the Introducer at all material times with the information the Introducer reasonably requires to perform its duties, including full details of the Services, and information about the Supplier.
4.3 Notices of suspension or cessation of Services. The Supplier shall inform the Introducer immediately if the Supplier suspends or ceases to perform the Services.
4.4 Payment of expenses. The Supplier shall indemnify and hold harmless, on demand, the Introducer for any fees, expenses, costs, liabilities (including legal fees and expenses) incurred by the Introducer because of a breach by the Supplier of this agreement, if the Supplier fails to remedy such breach within 5 (five) Business Days of a notification by the Introducer to do so.
5. Confidentiality
5.1 Obligations of 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, except as permitted by clause 5.2.
5.2 Confidentiality exceptions. Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 5; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3 Limited use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
5.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from the Supplier shall be returned promptly to the Supplier on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.
6. Compliance
6.1 Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
7. Data protection
7.1 Definitions.
(a) Agreed Purposes: provision of care services.
(b) 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 in force at the time.
(c) Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
(d) Permitted Recipients: The parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement
(e) 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:
Age, health, care requirements, location, name, additional information.
7.2 Shared Personal Data. The provisions which follow 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:
(a) 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;
(b) give full information to any data subject whose personal data may be processed under this agreement of the nature 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 Data Recipients, their successors and assigns;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) 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;
(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
(i) complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
7.3 Compliance: Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation 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.
7.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other party about the receipt of any data subject access request;
(c) provide the other party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party.
(e) 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;
(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
(g) 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;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Introducer; and
(j) provide the other party with contact details of at least one employee as 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.
7.5 Indemnity. The Supplier shall indemnify the Introducer against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by it, its employees or agents.
8. Limitation of liability
8.1 Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for:
(a) Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
(b) Fraud. Fraud or fraudulent misrepresentation or wilful default.
(c) Liability under indemnities. Liability under the indemnities contained in clause 7.5 and 4.4.
(d) Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.
8.2 Limitations of liability. Subject to clause 9.1 above:
(a) Loss of profit, revenue, goodwill, or anticipated savings. The Introducer shall under any circumstances whatever be liable to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(i) any loss of profit, sales, revenue, or business;
(ii) loss of anticipated savings;
(iii) loss of or damage to goodwill;
(iv) loss of agreements or contracts;
(v) loss of use or corruption of software, data or information;
(vi) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
(vii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.
(b) Total cap. The total liability of the Introducer to the Supplier in respect of all other loss or damage arising under or in connection with this agreement shall in no circumstances exceed an amount equal to the Commission payable in the month in which the relevant breach by the Introducer of this agreement occurred.
8.3 No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
9. Commencement and duration
This agreement shall commence on the date on which the Supplier registers as a Care Provider on the Website (Commencement Date) and shall continue until either party gives to the other party one weeks' written notice to terminate. In such circumstances, the Supplier’s access to the Website shall be terminated.
10. Consequences of termination
10.1 Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: clause 1, clause 3, clause 5 and clause 13 to clause 23 (inclusive).
10.2 Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations, ongoing obligations on the Supplier to pay Commission for previously introduced Clients or Prospective Clients, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
11. No partnership or agency
11.1 No partnership or agency between the parties. Nothing in this 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.
11.2 No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12. Entire agreement
12.1 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2 No reliance on matters outside agreement. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
12.3 Misrepresentation and misstatement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.4 Fraud. Nothing in this clause shall limit or exclude any liability for fraud.
13. Variation
Save for in connection with adjustments to the Commission (referred to above), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14. Assignment and other dealings
This agreement is personal to Supplier and it 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 this agreement without the Introducer’s written consent. The Introducer may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the Supplier’s consent
15. No automatic waiver
15.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Severance and Precedence
16.1 Deemed modification, deletion and precedence. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. For the avoidance of doubt, in the case of conflict, these Introducer Terms prevail over all other terms governing the relationship between the Introducer and the Supplier.
16.2 Obligation to negotiate compliance amendments. If one party gives notice to the other of the possibility that any provision or part-provision of this 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.
17. Notices
17.1 Form of notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, fax or email.
17.2 Deemed receipt of notices. A notice or other communication shall be deemed to have been received:
(a) if delivered personally, when left at the address referred to in clause 20.1;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed;
(d) or, if sent by fax or email, one Business Day after transmission.
17.3 Exclusions from notice provisions. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall include e-mail.
18. Third party rights
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
19. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been electronically entered into on the date of the Supplier’s registration with the Website as a care provider.