Client Agreement

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THE LIVE IN CARE COMPANY
CLIENT TERMS AND CONDITIONS
1 THESE TERMS
1.1 These terms and conditions apply between you, the person who has registered with The Live in Care Company as a Client (“you”, “your”) and Helpd Limited (company number 10549608) trading as The Live in Care Company (“we”, “us”, “our”).
1.2 Please read these terms carefully as they set out your and our legal rights and duties. In particular, clause 17 sets out the parties’ maximum liability to one-another under the Client Contract.
1.3 Some of our clients are acting in the course of their business whereas other clients are consumers. Additional legal protections apply if you are a Consumer (which we have defined in clause 3 below). Some sections of these terms and conditions only apply to Consumers and others only to non-Consumers. We have clearly indicated where this is the case.
2 CONTACT
2.1 Our registered office address is The Live in Care Company, Office 20, CP House, Otterspool Way, Watford, Hertfordshire, England, WD25 8HR.
2.2 You can also contact us via message on your online portal, by email to carers@theliveincarecompany.co.uk or you can call us on 0118 449 2373.
2.3 If we need to contact you then we will email you at the email address associated with your account. We may also write to you at your postal address. If we need to speak to you urgently then we may call, text or WhatsApp message you. We may send contractual written notices to you by email or post.
3 DEFINITIONS
The below definitions apply in the Client Contract. Additional rules of interpretation are also set out in clause 22.1 below.
3.1 “Carer” a self-employed care provider who has registered with the Platform.
3.2 “Care Contract” the self-employed carer agreement entered into between you and a Carer, under which the Carer provides care services to the Service User.
3.3 “Client” you, being the person entering into the Client Contract with us.
3.4 “Client Contract” the contract between you and us governing your access to and use of our Platform and the terms on which we may introduce carers to you for the purpose of you entering into a Care Contract with them. The Client Contract incorporates these terms and conditions.
3.5 “Consumer” a person entering into the Client Contract who is not acting in the course of business.
3.6 “Documentation” the documentation made available to you by us online via www.theliveincarecompany.co.uk (or such other web address notified by us to you from time to time).
3.7 “Service User” the individual recipient of care services under a Care Contract. If you arrange care for yourself then you are both the Client and Service User.
3.8 “Platform” our online platform at www.theliveincarecompany.co.uk (or any other website notified to you by us from time to time), access to which is granted under the terms of the Client Contract.
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4 CONTRACT CREATION AND LENGTH
4.1 In order to register on the Platform and to receive introductions from us, you are required to accept these terms and conditions. It is at this point in time that the Client Contract between you and us comes into existence.
4.2 Unless you or we terminate using the rights listed in clause 18 below, the Client Contract will continue until we stop operating the Platform or you delete your account.
4.3 We are not a party to the Care Contract between you and the Carer. Only the Carer and you have rights and obligations under the Care Contract.
5 INTRODUCTIONS
5.1 We act as an ‘introductory agency’ as defined in the Care Quality Commission (“CQC”) guidance. This means that we introduce our clients to registered carers via the Platform. We are not an employment agency and we are not a care agency or home care agency. In particular, we do not have the power to make changes to the Service User’s care plans or the rotas for the provision of their care, nor do we manage or control the Carer. Please see the CQC guidance for a full
explanation: https://www.cqc.org.uk/guidance-providers/registration/personal-care-ongoing-roleintroductory-agencies-individual-care.
5.2 From time to time you may request an introduction to prospective Carers with the intention of selecting one or more of those introduced Carers to provide care services to the Service User.
5.3 You can request an introduction by speaking to us on the phone, by emailing us or by submitting a request via the Portal. We will ask you to provide information about the assignment and the Service User’s needs to help us match you with suitably qualified and experienced Carers.
5.4 Once we have received your request we will endeavour to notify eligible prospective Carers of the assignment. If a Carer asks to be put forward for the assignment and they appear to be suited to and qualified for the assignment then we will share their details with you.
5.5 Once you have reviewed an interested Carer’s details, you can instruct us to put you in contact with them. This can be done on the phone, by emailing us or by submitting a request via the Portal. You can then speak to the Carer directly to finalise the assignment and Care Contract. If you would like us to attend your initial call or online meeting with the Carer then we will be pleased to do so.
5.6 We take the following steps before accepting a Carer’s application to be added to the Platform:
5.6.1 we verify their identity and address using photographic ID, as well as their right to live and work in the UK;
5.6.2 we verify their qualification and training certificates by asking to see copies of the originals;
5.6.3 we ensure that they have a clean Disclosure and Barring Service (DBS) check, dated within the last 3 years;
5.6.4 we hold one or more (online) face-to-face interviews with them; and
5.6.5 we obtain at least 2 references from previous clients, colleagues or employers.
5.7 Except for the checks in clause 5.6 above, we do not independently verify the information provided by the Carers. This includes information on their profile and information which they share with us and/or you directly. Please take all reasonable steps to verify the information you receive from the Carer before entering into a Care Contract.
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5.8 You can request copies of the Carer’s information referred to in clause 5.6 above. We will share the information with you if the Carer agrees to it.
5.9 You are not obliged to obtain care services from the interested Carers whose details we share with you. However, if you do agree to accept care services from a Carer then you must do so on the terms of our standard template Care Contract.
5.10 Although we will endeavour to introduce prospective Carers to you, we do not guarantee that you will receive a certain number of introductions from us. The number of introductions we are able to make will depend on a number of factors which are outside of our control. This includes the complexity of the care which is required, the location of the Service User, the dates for which care is needed, the daily and hourly cost of care and the availability of qualified Carers generally. If we are not able to make any introductions to you then we will endeavour to explain why we think that
is the case.
5.11 For your safety and that of the Service User, please do not accept recommendations for care providers from carers directly or engage any care providers who are not registered with the Platform.
6 THE CARE CONTRACT
6.1 We may introduce multiple prospective Carers to you for a single assignment. You have absolute discretion over which Carer(s) (if any) you wish to enter into a Care Contract with. You can split an assignment between multiple Carers if the Carers are willing.
6.2 If you would like to engage a Carer we have introduced to you to provide care services for an assignment then you must enter into a Care Contract with them.
6.3 The nature and scope of the Service User’s care services are set by you and the Carer in the Care Contract.
6.4 The Care Contract is based on a set of standard terms for an independent and self-employed worker, which we provide. We are not a party to the Care Contract; it is only between the Carer and you. Neither you nor the Service User are allowed to enter into a contract with the Carer for care services on any other terms. This includes verbal agreements.
6.5 Please check the terms of the Care Contract carefully before you sign it as it is a legally binding document. If you do not understand a section of the Care Contract then you may wish to consult a lawyer. We can assist you with general queries although we cannot provide you with legal advice.
6.6 At the end of the assignment, the Care Contract will come to an end. If you renew the assignment with the Carer then you will need to enter into another Care Contract covering the renewed period.
6.7 If you do not want to use the same Carer in the future (for example, because you did not think the Carer was a good fit) then please tell us and we will not inform that Carer of any future assignments you have available.
6.8 You may choose in the Care Contract to allow the Carer to appoint a suitable substitute to take over their duties. For example, to cover sickness or if the Carer is not able to provide the care services for any other reason. If the Carer appoints a substitute to provide the care services then this should not affect the Carer’s liability to you under the Care Contract. Even if the substitute is the one providing the care, the legal contract is still between the original Carer and you.
6.9 You will endeavour to give reasonable notice to the Carer before cancelling an assignment. What is reasonable will depend on the circumstances and it may be reasonable in some circumstances to give no notice. As a guide, we consider 14 days’ prior notice to be reasonable for cancelling an assignment which has not started yet, assuming the Care Contract was entered into more than 14 days before the start date.
6.10 If a Carer is unsuitable or needs to leave for any reason before the end of the Care Contract, we will endeavour to introduce a suitable replacement who can start as soon as possible. This typically takes 24 to 48 hours from the time of your request. We will not charge you for this service. If we do not feel it is reasonable to introduce a replacement Carer to you then we will endeavour to explain why we think that is the case.
6.11 We are not responsible for, and exercise no control over, the behaviour of the Carer or (where applicable) their substitute. Any dispute or liability arising under the Care Contract must be resolved between the Client and the Carer. We are not a party to that legal dispute.
7 CARERS’ FEES AND EXPENSES, OUR COMMISSION
7.1 Excluding the Carer’s pre-approved expenses, the fee you pay for each assignment is split as follows:
7.1.1 80% – the Carer’s fees and VAT. These are calculated on an hourly or daily rate for the assignment and are stated in the Care Contract. This money, along with the Carer’s pre-approved expenses, is paid directly to the Carer when you make payment via the Platform; and
7.1.2 20% – our commission and VAT. This is calculated by reference to the Carer’s total fees (excluding their pre-approved expenses) for the assignment, i.e. including all extra hours such as night waking fees. Whilst the rate of VAT is 20%, our net commission is 16.7% of the total charges (excluding the Carer’s pre-approved expenses) payable under each assignment.
7.2 Unless you have paid a placement fee under clause 8, you must pay our commission on all care services received from a Carer, even if you have not formally signed a Care Contract with them.
7.3 We will invoice you prior to the assignment starting. The invoice is payable at least 3 business days before the assignment is due to start (unless the assignment is due to start within 3 business days of us issuing our invoice, in which case you must make payment promptly).  Both carer fees and commission are charged at double the standard rate on all English bank holidays.
7.4 If you think an invoice has been miscalculated then:
7.4.1 if you are a Consumer, you should raise the issue with us without unreasonable delay;
or
7.4.2 if you are not a Consumer, you must raise the issue with us within 56 days of receiving our invoice. If you do not raise a miscalculation within this period then we will not be obliged to refund you any amounts you may have overpaid us.
7.5 If you are entitled to a refund of the Carer’s fees or expenses then this is repayable by the Carer rather than us.
7.6 The Carer’s rates cannot be changed during an assignment. You can enter into an additional Care Contract if you need to add more services. To change the rates for an existing Care Contract, the Carer and you should terminate the existing Care Contract and enter into a new Care Contract which sets out the new rates.
7.7 We may change our commission structure from time to time by giving you notice in writing. Unless it is necessary to do so to comply with the law, the changes to our commission structure will not affect Care Contracts which you have already entered into.
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8 PLACEMENT FEE
8.1 With our agreement, you can engage or employ a Carer outside of the Platform if you pay us a placement fee. A placement fee is payable for each Carer you choose to engage in this way.
8.2 The placement fee is calculated as our average weekly commission for assignments worked by the Carer for you, multiplied by 26. When calculating this average we ignore any weeks where the Carer was not contracted to provide you with care services.
8.3 Having paid the placement fee, we will no longer invoice you our commission for assignments undertaken by that Carer. You will still be liable to pay the Carer’s fees and expenses to them directly.
8.4 Except as set out in clause 8.1, you are not allowed to engage a Carer in a way that avoids, or seeks to avoid, paying us our commission. If you break this obligation then:
8.4.1 we may terminate or suspend the Client Contract under clause 18; and
8.4.2 either:
(a) we may invoice you for the full amount of the commission which you have not paid us by circumventing your payment obligations in the Client Contract; or (b) we may invoice you for the full amount of the placement fee(s) payable in relation to the contracts with Carers which you have entered into in circumvention of your payment obligations in the Client Contract.
9 HOW WE PROTECT CLIENTS, SERVICE USERS AND CARERS
9.1 Carers on our Platform must comply with the policies we have put in place:
9.1.1 Care Standards Policy. This policy sets out the standards we expect of care providers who use our Platform. A copy is available from [https://www.theliveincarecompany.co.uk/care-standards-policy/].
9.1.2 Safeguarding Policy – This policy explains how we, and the carers we work with, comply with safeguarding legislation to protect the welfare of vulnerable Service Users. A copy is available from [https://www.theliveincarecompany.co.uk/safeguardingpolicy/].
9.1.3 Complaints Policy – We take all complaints seriously. Our Complaints Policy outlines the process for us dealing with complaints. You will provide your full cooperation in relation to any complaints which concern you or the Service User. A copy is available from [https://www.theliveincarecompany.co.uk/complaints-policy/].
9.2 Carers must additionally comply with the law when providing care services under a Care Contract. Relevant laws include the Care Standards Act 2006, the Care Act 2015, the Safeguarding Vulnerable Groups Act 2006 and the Protection of Vulnerable Groups (Scotland) Act 2007.
9.3 We ensure that Carers have a clean Disclosure and Barring Service (DBS) check, dated within the last 3 years.
10 YOUR OTHER OBLIGATIONS
10.1 You must be over the age of 18 to enter into the Client Contract.
10.2 You warrant and represent that all information you provide to us is accurate and not misleading.
Breach of this clause 10.1 shall be a material breach which cannot be remedied by you for the purposes of clause 18.4.
10.3 You agree to do the following whilst the Client Contract is in effect:
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10.3.1 you will provide us with all the information and cooperation which we reasonably ask from you;
10.3.2 you agree to comply with the law when performing your obligations and exercising your rights under the Client Contract. You additionally agree to act lawfully when dealing with the Carer under the Care Contract; and
10.3.3 where you have an obligation to do something under the Client contract, you will do that thing without unreasonable delay. You accept that we are not responsible to you for any loss which you suffer as a result of your own delay.
10.4 You must check in advance that you or the Service User have appropriate insurance in place to cover the risks associated with receiving care under the terms of each Care Contract.
11 OUR OTHER OBLIGATIONS
11.1 Once you enter into a Care Contract, we will separately contact the Carer and you on a regular basis to ensure both parties continue to be happy with the arrangement.
11.2 We will perform our obligations under the Client Contract with reasonable care and skill.
11.3 We will make reasonable efforts to ensure that the Platform is available 24/7 (excluding public holidays) except for:
11.3.1 planned maintenance whereby we have made reasonable efforts to tell you about the service interruption reasonably far in advance; and
11.3.2 periods of unplanned maintenance resulting from emergency or critical issues where it is not practical for us to give you reasonable advanced notice of the downtime.
11.4 We will ensure that we always have the licences, consents, and permissions necessary for us to perform our obligations under the Client Contract.
12 PLATFORM ACCESS
12.1 You will be provided with a single login to the Platform which is tied to the email address you registered with. You can change your registered email address by logging into the Platform.
12.2 You must not share your login details with any other person.
12.3 We may suspend your Platform account or force you to reset your password if we suspect that your account has been compromised or that there has been unauthorised access to your account.
12.4 You are responsible for ensuring that the information you upload to the Platform is correct and up to date. We may not check this information on your behalf.
12.5 You are not allowed to do the following, except where the law says these restrictions do not apply
to you:
12.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
12.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
12.5.3 access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation; or
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12.5.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to any third party, or
12.5.5 attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Documentation, other than as expressly permitted under these terms; or
12.5.6 introduce or permit the introduction of any virus or vulnerability into our network and information systems.
12.6 We may add or remove any material or functions to the Platform without giving you prior notice.
12.7 Acting reasonably, we reserve the right to remove material which you have uploaded to the Platform. We will usually only do this if the information is inappropriate, inaccurate or misleading.
12.8 Your use of the Platform may be interrupted due to downtime and we do not assure you that your
experience will be error-free.
12.9 We do not guarantee that the Platform, Documentation and/or the information you obtain through the Platform will meet your particular requirements.
12.10 If:
12.10.1 you are a Consumer, we will take all reasonable steps to ensure that the Platform and Documentation do not contains vulnerabilities or viruses; or
12.10.2 you are not a Consumer, we do not guarantee that the Platform will be free from vulnerabilities or viruses and the Platform is provided to you on an ‘as-is’ basis only.
13 PROPRIETARY RIGHTS
13.1 We and/or our licensors own all intellectual property rights in the Platform and the Documentation.
13.2 Unless we specifically say otherwise in these terms, we do not give you any rights to, under, or in any intellectual property rights in the Platform or the Documentation.
14 DATA PROTECTION
We process your personal data as a data controller in the circumstances set out in our Privacy Policy at www.theliveincarecompany.co.uk/privacy-policy.
15 CONFIDENTIALITY
15.1 Confidential information about you and/or the Service User (“Confidential Information”) will be kept confidential by us. Confidential Information includes health and medical information about the Service User.
15.2 We will only use Confidential Information to:
15.2.1 provide our services and to exercise our rights under the Client Contract;
15.2.2 operate our business generally, including taking steps to investigate complaints when they arise;
15.2.3 for safeguarding reasons, which may involve the sharing of Confidential Information with the police, social services, the courts, governmental regulators; and
15.2.4 if you agree for us to do so, to publish reviews you have submitted for our business and for Carers from time to time. These reviews will usually only be credited to your initials and general location.
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16 INDEMNITY (REIMBURSEMENT FOR LOSSES, EXPENSES AND REASONABLE COSTS)
You will reimburse us for any losses, expenses and reasonable costs which we incur as a result of you breaching any of the terms of the Client Contract. This includes our reasonable costs if we need to take steps to enforce the Client Contract against you.
17 LIMITATION OF LIABILITY
17.1 We shall not be liable to you for:
17.1.1 the content you upload to the Platform; or
17.1.2 any actions taken by us at your direction.
17.2 Our legal obligations to you are written in these terms and conditions. Unless the law says we cannot do so, any other obligations which might be imposed on us by law are excluded and shall have no effect.
17.3 Nothing in the Client Contract excludes our liability to you for:
17.3.1 death or personal injury caused by our negligence; or
17.3.2 fraud or fraudulent misrepresentation.
17.4 Subject to clause 17.3, if you are a Consumer then we are responsible for losses you suffer caused by our breach of the Client Contract unless:
17.4.1 the loss is unexpected – this means it was not obvious that it would happen and nothing you said to us before we entered into the Client Contract meant we should have expected it (so, in the law, the loss was unforeseeable);
17.4.2 the loss is caused by an event outside of our reasonable control – in which case clause
22.5 below will apply;
17.4.3 the loss was avoidable – this means the loss could have avoided by you taking reasonable action; and/or
17.4.4 the amount of the liability exceeds our liability cap. Our liability cap is the greater of:
(a) £1,000; and
(b) 100% of the commission payments which has been paid, or are due to be paid,
by you under the Client Contract in the last 3 years.
17.5 Subject to clause 17.3, if you are not a Consumer then:
17.5.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Client Contract; and
17.5.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Client Contract shall be limited to the amount of the commission you have paid us during the 6 months immediately preceding the date on which the claim arose.
18 TERMINATION AND SUSPENSION
18.1 You can terminate the Client Contract without needing to give a reason by giving us 14 days’ notice in writing. This can be done via the Platform.
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18.2 You may terminate the Client Contract immediately by notice to us if we have breached the terms of the Client Contract and have failed to remedy such breach (if it is capable of remedy) within 30 days of you asking us to do so in in writing.
18.3 We may terminate the Client Contract at any time without needing to give a reason by giving you 14 days’ written notice.
18.4 We may terminate the Client Contract immediately by written notice to you if you materially breach any of the terms of the Client Contract and (if such breach is capable of remedy) you fail to remedy the breach within 7 days of us asking you to do so.
18.5 Without affecting any other right or remedy available to the terminating party, you or we may terminate the Client Contract with immediate effect by giving written notice to the other party if the other party:
18.5.1 applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
18.5.2 takes any other step or action in connection with: its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court,unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
18.5.3 is the subject of a bankruptcy petition, application or order; or
18.5.4 if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
18.6 Without affecting any of our other rights and remedies and without liability to you, we may suspend our obligations under the Client Contract, and suspend your account on the Platform, in the circumstances set out in clause 18.4 or clause 18.5 above. We will notify you if your account is suspended and will endeavour to work with you to resolve the issues giving rise to the suspension. If we suspend your account then we shall not be prevented from subsequently terminating the Client Contract in accordance with this these terms and conditions.
19 CONSEQUENCES OF TERMINATION
Following termination of the Client Contract for any reason, your Platform account will be terminated and you will immediately cease to have any rights to use the Platform or Documentation.
20 PERSONAL DATA
For information about how we use your personal data, please refer to our Privacy Policy at
https://www.theliveincarecompany.co.uk/privacy-policy/.
21 NOTICES
21.1 Any notice required to be given under the Client Contract shall be in writing and shall be sent:
21.1.1 to us at carers@theliveincarecompany.co.uk or by post to our registered office address;
or
21.1.2 you, in accordance with clause 2.3; and
21.2 Notices shall be deemed to have been received:
21.2.1 if sent by email, at the time of transmission;
21.2.2 if delivered by hand, at the time the notice is left at the proper address; and
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21.2.3 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.
22 GENERAL
22.1 Interpretation. The following rules of interpretation apply in these terms and conditions:
22.1.1 where we reference a piece of legislation, that reference automatically includes any amendments, extensions or re-enactments of that legislation;
22.1.2 a reference to a piece of legislation shall include all subordinate legislation made from time to time under the first piece of legislation; and
22.1.3 any words following the terms “including”, “include”, “in particular”, “for example” (or any similar expression) are illustrative. These phrases do not limit the sense of the words preceding those terms.
22.2 Updates. We may update these terms from time to time by giving you notice in writing. You will be prompted to accept the new terms when you access the Platform. If you do not agree to the new terms then you will not be able to use the Platform or Documentation and you can contact us to deactivate your account and terminate the Client Contract.
22.3 Interest. If you or we fail to make any payment due to the other by the due date for payment then, without affecting the other’s rights and remedies, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current Bank of England base lending rate of from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
22.4 Assignment and other dealings. The rights provided under the Client Contract are granted to you only. You may not sub-license or transfer your rights under the Client Contract to any other person.
22.5 Force majeure.
22.5.1 We shall not have any liability to you under the Client Contract if we are prevented from, or delayed in, performing our obligations under the Client Contract, or from carrying on our business, by circumstances beyond our reasonable control.
22.5.2 Circumstances beyond our reasonable control include: strikes, lock-outs or other industrial disputes (whether involving our workforce), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
22.6 Variation. Subject to clause 22.2, no variation of the Client Contract or these terms and conditions shall be effective unless it is in writing and signed by our authorised representative.
22.7 Waiver. Even if we delay in enforcing the Client contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you are not allowed to, but that doesn’t mean we cannot do it later.
22.8 Rights and remedies. Unless these terms and conditions expressly say otherwise, the rights and remedies provided under the Client Contract are in addition to any rights or remedies provided by law and do not exclude those other legal rights.
22.9 Set-off. We may at any time set off any liability of you to us against any liability of us to you. If we exercise this right then we are not limiting or excluding any of our other rights or remedies under the Client Contract.
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22.10 Severance. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
22.11 Entire agreement.
22.11.1 The Client Contract, and any documents referred to in the Client Contract, constitute the entire agreement between you and us. They supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
22.11.2 You and we each acknowledge that in entering into the Client Contract, neither you nor we rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Client Contract.
22.11.3 You and we each agree that neither you nor we shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Client Contract.
22.12 Assignment. We may at any time transfer the Client Contract to a third party so that they are responsible for performing our obligations. If you are a Consumer then we will ensure that the transfer will not affect your rights under the Client Contract and we will contact you to let you know if the contract is transferred in this way.
22.13 No partnership or agency. The Client Contract does not create a legal partnership between you and us. Although we are acting as an ‘introductory agency’, nothing in the Client Contract authorises you or us to act as legal agent for the other party. Neither you nor we shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
22.14 Third party rights. The Client Contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
22.15 Governing law. The Client Contract 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.
22.16 Jurisdiction. You and we 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 Client Contract or its subject matter or formation (including non-contractual disputes or claims).