Terms & Conditions
It’s important you know the exact terms on which you’re using limber and those appear here. But, if you have a specific question, please contact us.
Working on limber
BY SIGNING UP WITH A USER ACCOUNT YOU ARE DEEMED TO ACCEPT THESE TERMS AND CONDITIONS PARTIES
(1) Limber Jobs Limited incorporated and registered in England and Wales with company number 10147052 whose registered office is at 101 Victoria Street, Bristol, BS1 6PU (Limber).
1.1 The definitions and rules of interpretation in this clause apply to this agreement.
Approved Timesheets: means the hours approved by the Hirer for any given Shift.
Auto Shift: means a shift on the Limber App which allows You to “accept” rather than “apply”.
Expiry Time: means the period of time you allow your application to a Shift to remain open, which by default shall be the lesser of: (a) the period between your application and the due start time of the Shift; or (b) 24 hours.
Hirer: the person, firm, partnership, company or (as the case may be) who is named on a Shift Card or who uses the Limber App. Conduct Regulations 2003: The Conduct of Employment Agencies and Employment Businesses Regulations 2003.
Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Hirer, Limber for the time being confidential to the Hirer, Limber and including (but not limited to) information that You create, develop, receive or obtain in connection with the Shift, whether or not such information (if in anything other than oral form) is marked confidential.
IP Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Shift Card: means the pages of the Limber App which contain the Required Information.
Limber App: means the app known as the Limber app in the App Store and Play Store and the corresponding Limber Hirer App available in the App Store and Play Store or at https://hirer.limber.work.
Limber Community: means the community of hirers and workers who use the Limber App to work or hire.
Manual Shift: means a shift on the Limber App which requires You to “apply”.
Profile: the profile You build and maintain over the Limber App including your Rating and Reliability Rating.
Rate of Pay: the rate of pay stipulated on the Shift Card.
Rating: your worker rating which is arrived at via data collected by Limber in respect of: (a) your previous work experience and (b) your ratings provided by Hirers.
Reliability Rating: the rating as appears under the heading “Reliability” in your profile on the Limber App.
Required Shift Information: shall have the meaning set out at clause 4.3.
Shift: the temporary services to be carried out by You for the Hirer, as posted by Hirers on the Limber App.
Timesheets: the data inputted by you in the timesheets section of each Shift which shall be available to you for a limited period after each Shift. If you do not submit Timesheets, then the default shall be the advertised times on the Shift.
WTR 1998: the Working Time Regulations 1998 (SI 1988/1833).
2. THE AGREEMENT
2.1 Limber agrees to provide You with the Limber App for the purposes of finding work and being paid and Limber agrees to comply with the terms of this Agreement in doing so.
2.2 You agree to work the Shifts that You are accepted onto and to conduct yourself in a kind, fair and respectful manner and to comply with the terms of this Agreement in doing so.
2.3 No contract shall exist between Limber and You in between Shifts.
2.4 For the purposes of the Conduct Regulations 2003, Limber acts as an Employment Business in relation to the introduction of You to the Hirer, but in all other respects, You acknowledge that the sole obligation of Limber is to provide a tool in order to introduce You to Hirers and for You to work Shifts and to continue to build relationships with each other via the Limber App.
3. YOUR ACCOUNT
3.1 By downloading and using the Limber App, You agree that:
(a) You shall not open any more than one account with Limber;
(b) You must only provide accurate and up to date information and documents to Limber during the sign up process and at all other times while You use the Limber App;
(c) You are responsible for the security of your account on the Limber App and your username, password and any associated facebook credentials along with any device used to access the Limber App and, should a third party access your account on the Limber App as a result of any failure by You to comply with this clause 3.1(c), then You shall be wholly responsible for any losses arising as a result of the same;
(d) it is your responsibility to keep your contact details up-to-date on your profile. Failure to do so may result in You failing to receive important account related notifications and information from Limber such as information relating to Shifts and amendments to these terms and conditions;
(e) If there is an error on the Limber App which is caused by a malfunction on the Limber App or associated software or human error on the part of Limber or any Hirer, then Limber reserves the right to correct the error including to reduce Your Rate of Pay in the event that the incorrect Rate of Pay or Shift information was shown to You.
4. THE LIMBER APP
4.1 You acknowledge that there may be periods when no suitable Shifts are available.
4.2 You acknowledge that it is up to You, at your sole discretion, to determine whether a particular Shift is suitable for You. The Hirer will, via the Limber App, provide You with basic information about each Shift in order to assist You to do so but You acknowledge that Limber has no input into the information Hirers provide to You via the Limber App and Limber makes no warranty as to its completeness or accuracy.
4.3 You acknowledge that, if You choose to work a Shift without the requisite level of experience or skill then your Rating could be materially reduced if the Hirer is not satisfied with your performance.
4.4 You acknowledge that it is your responsibility to ensure that You are available to work a Shift and Limber accepts no responsibility for any diary clashes which arise as a result of Your failure to comply with this clause 4.4.
5. YOUR OBLIGATIONS
5.1 In order to use the Limber App You must have the right to work in the UK and You must provide this to Limber via the Limber App. At all times during your use of the Limber App, You must continue to have the right to work in the UK, You must ensure that You do not work hours in excess of any relevant permit or visa and You must immediately cease use of the Limber App should You lose the right to work in the UK.
5.2 If You apply for a Manual Shift, then You acknowledge that You could be accepted by a Hirer onto that shift at any time within the Expiry Time of your application and if so, You shall be obliged to work such Manual Shift subject to the terms of clause 5.5.
5.3 If You accept an Auto Shift, then You shall be obliged to work such Shift subject to the terms of clause 5.5.
5.4 If You do agree to work a Shift, You shall:
(a) co-operate with the Hirer's reasonable instructions and accept the direction, supervision and control of any responsible person in the Hirer's organisation;
(b) behave and conduct yourself in a kind, fair and respectful manner at all times during a Shift;
(c) observe any relevant rules and regulations of the Hirer's organisation (including normal hours of work) of which You have been informed or of which You should be reasonably aware;
(d) take all reasonable steps to safeguard your own health and safety and that of any other person who may be present or be affected by their actions on the Shift and comply with the health and safety policies of the Hirer;
(e) not engage in any conduct detrimental to the interests of the Hirer or the Limber Community;
(f) comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Shift and applicable to the Hirer's business including without limitation, any equal opportunities or non-harassment policies.
5.5 If You are unable for any reason to work a Shift, then You must use the cancellation button on the Limber App as soon as You become aware that You are unable to work a Shift. You accept that if You do cancel then this could lead to an adverse impact on your Reliability Rating unless Limber, in its sole discretion (acting reasonably) considers that such an adverse impact would be unfair and elects to change your Reliability Rating (a Reliability Change).
5.6 If you do need to cancel a Shift because You are unwell or there are other extenuating circumstances, You agree to tell Limber within 24 hours of the cancellation and You acknowledge that if you fail to do so, then Limber shall have no obligations to consider a Reliability Change.
5.7 You acknowledge that, after each Shift, both You and the Hirer will have the opportunity to provide a Rating for each other. Such Rating shall appear on each other’s profile on the Limber App. The Ratings given to You by a Hirer shall be final, and Limber shall not be obliged to alter the Ratings under any circumstances.
5.8 If you apply for, accept or carry out any Shifts involving delivery, then you must obtain the necessary “Hire and Reward” insurance to carry out such work and Limber accepts no responsibility for your failure to do so.
6.1 Subject to You submitting properly authorised time sheets in accordance with clause 7, Limber shall pay the Rate of Pay to You in accordance with your Approved Timesheets.
6.2 The Rate of Pay shall include your holiday pay entitlement on what is known as a “rolled up basis”. By using the Limber App, You agree that it is reasonable that, instead of taking holiday, You shall instead be paid additional sums in lieu and You hereby waive any right to make a claim to Limber in respect of holiday. If you choose to make a claim against Limber in respect of holiday entitlement, then you agree to indemnify Limber against all losses, damages or awards arising out of such a claim.
6.3 You are not entitled to receive payment from Limber or the Hirer for time not spent working on the Shift including in respect of any Shift which You fail to show up or for any Shifts which You leave early or arrive late.
6.4 You acknowledge that it is your responsibility to update Limber with any relevant tax information and to liaise with HMRC to ensure your tax code is correct. Limber accepts no responsibility or liability for your failure to do so.
7.1 At the end of each Shift (or within 24 hours of the due finish time of each Shift) You shall input your Timesheets on the Limber App.
7.2 You shall enter such Timesheets accurately and in good faith and You acknowledge that in the event of a discrepancy between your Timesheets and the Approved Timesheets of a Hirer, then the Approved Timesheets shall take precedence.
7.3 For the avoidance of doubt and for the purposes of the WTR 1998, Your working time shall only consist of those periods during which they are carrying out activities or duties for the Hirer as part of the Shift. Time spent travelling to the Hirer's premises (with the exception of time spent travelling between two or more premises of the Hirer), lunch breaks and other rest breaks shall not count as part of Your working time for these purposes unless otherwise provided for in writing by the Hirer.
8.1 The Hirer may terminate or reduce any Shift at any time without prior notice or liability.
8.2 Limber reserves the right to remove You from Shifts or to suspend or terminate your access to the Limber App in the following circumstances, at Limber’s sole discretion (acting reasonably):
(a) any breach by You of your obligations under this Agreement;
(b) if You repeatedly cancel Shifts;
(c) if You fail to show up for any Shift without first cancelling on the Limber App;
(d) if You are found to be under the influence of drugs or alcohol during Shifts;
(e) you are abusive towards Limber or any member of the Limber Community; and
(f) any misconduct by You which could reasonably be considered to be against the interests of the Limber Community.
9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
9.1 In order to protect the confidentiality and trade secrets of Limber and the Hirer, You agree not at any time whether during or after a Shift (unless expressly so authorised by the Hirer or Limber as a necessary part of the performance of their duties), to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Hirer or Limber.
9.2 At the end of each Shift or on request You agree to deliver up to the Hirer or Limber (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Hirer which are in its possession, including any data produced, maintained or stored on the Hirer's computer systems or other electronic equipment.
9.3 By using the Limber App, You consent to Limber using Your Profile and any connecting information and data in order to promote, market and advertise the Limber App to potential users of the Limber Community and, to the extent required, You hereby grant Limber a non-exclusive, worldwide, irrevocable, perpetual licence to all IP Rights in your Limber Profile in order to promote, market and advertise the Limber App.
11.1 To the fullest extent applicable by law, limber’s entire aggregate liability to You arising in connection with any breach of this agreement or negligence arising out of the subject matter of this agreement shall be limited to a total of £100.
11.2 Nothing in this clause shall limit or exclude any liability for fraud, death or personal injury or any other liability which may not be excluded by law.
11.3 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.
11.4 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.
11.5 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).
Hiring on limber
BY SIGNING UP WITH A HIRER ACCOUNT YOU ARE DEEMED TO ACCEPT THESE TERMS AND CONDITIONS
(1) Your business, the user of the Limber Platform (Hirer).
(2) Limber Jobs Limited incorporated and registered in England and Wales with company number 10147052 whose registered whose registered office is at 101 Victoria Street, Bristol, BS1 6PU (Limber).
1.1 The definitions and rules of interpretation in this clause apply to this agreement.
Assignment: shall have the meaning set out in clause 3.
Cancellation Policy: means the policy published by Limber from time to time relating to the cancelling of Requests which shall be presented to the Hirer on the Platform each time they try to cancel a Request.
Engage: the employment of a Limber Worker or engagement directly or indirectly through any employment business other than through Limber (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to the Hirer and the terms Engaged or Engagement shall be construed accordingly.
Expenses: means employer national insurance contributions, employer pension contributions and any other payments payable in respect of the Limber Worker’ Assignments.
Feedback: means a Rating provided after each Assignment for each Limber Worker.
Fulfilled Requests: a Request which a Team Member has accepted or which a Hirer has accepted a Limber Worker.
Introduction Fee: the fee of £1,500.
Material Amendment: an amendment to a Request which, at Limber’s discretion, requires a Limber Worker’s acceptance (for example, the change of a start time of an Assignment)
Platform: means the website made available to the Hirer via the URL https://limber.work or https://hirer.limber.work and the corresponding mobile application.
Ratings: the rating for any Limber Worker as appears on their profile on the Platform.
Request: has the meaning set out in clause 3.1.
Software Access Fee: a percentage of the Worker Fee as notified to the Hirer prior to each Request.
Software Access Fee Increases: means any increase to the Software Access Fee arising out of an increase in hours, rate of pay, number of staff in respect of an Assignment.
Limber Worker: a Worker who uses the Platform.
Team Member: means a Limber Worker in the Hirer’s “team” from time to time.
Term: has the meaning set out in clause 10.
Unfulfilled Request: a Request which is not a Fulfilled Request.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
Wages: means the total wage cost payable to all Limber Workers on any applicable Assignment based on the Timesheets agreed between Limber Workers and Hirers over the Platform and any associated Expenses.
Wage Increases: means any increase in Wages or Expenses arising out of an increase in hours, rate of pay, number of staff in respect of an Assignment.
2. LIMBER’S OBLIGATIONS
2.1 These terms set out the agreement between Limber and the Hirer for the supply of a software platform with which the Hirer can meet workers for shift work.
2.2 Limber agrees to provide the Platform on which the Hirer can post a Request for Limber Workers to respond to such Requests.
2.3 The Hirer expressly acknowledges that Limber is not providing a supply of workers and that Limber does not meet, train or vet the workers on the Platform. The Hirer agrees that it is using the Platform to meet Limber Workers and to engage them in shift work and to continue a relationship with that worker via Platform should the Hirer wish to do so.
2.4 The hirer hereby acknowledges that the Platform is provided on an as is basis and that Limber Workers’ profiles are compiled as a result of a self-assessment of skills by the worker and Ratings from other hiring businesses. Limber shall not be held liable for the acts or omissions of any Limber Worker or their ability or appropriateness to work any Request or for the accuracy of the profile of any Limber Worker.
2.5 If you post any Requests involving delivery services, then you acknowledge that it is the Limber Workers’ responsibility to obtain the necessary “Hire and Reward” insurance to carry out such work and Limber accepts no responsibility for their failure to do so.
3. HIRER'S OBLIGATIONS
3.1 When making a request for the provision of a Limber Worker (a Request) to perform certain services (Assignment), the Hirer will give the Limber Worker (via the Platform) details of:
(a) the position which the Hirer seeks to fill, including the type of work the Limber Worker in that position would be required to do, the location at which, and the hours during which, the Limber Worker would be required to work, and any risk to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks; and
(b) the experience, training, qualifications and any authorisation which the Hirer considers are necessary, or which are required by law, or by any professional body, for the Limber Worker to possess in order to work in the position; and
(c) any other relevant details reasonably required by a Limber Worker to fulfil a Request including, but not limited to, travel requirements, dress code and any relevant codes of conduct, rules or other expectations on the behaviour or actions of the Limber Worker.
3.2 The Hirer undertakes, warrants and represents that it shall not under any circumstances:
(a) engage in any discriminatory, abusive or harassing behaviour in respect of any Limber Worker;
(b) contact any Limber Worker other than via the Platform;
(c) use the Platform for any other purpose other than to make Requests; or
(d) attempt to circumvent or use any feature of the Platform otherwise than in the ordinary course of making a Request to the detriment of the security or reliability of the Platform or to the detriment of Limber or any Limber Worker.
3.3 The Hirer undertakes, warrants and represents that it shall:
(a) take all necessary steps to ensure the safety of any Limber Worker on an Assignment; and
(b) take all necessary steps to prevent discrimination, bullying and harassment of all Limber Workers on an Assignment;
(c) act in a fair, kind and respectful way to all Limber Workers; and
(d) act in good faith at all times when using the Platform, making Requests and in its dealings with Limber Workers.
3.4 The Hirer must provide Feedback for all Limber Workers for all Assignments.
3.5 The Hirer undertakes that it shall keep its Platform login credentials safe and secure and that it is reasonable for Limber to rely on all acts taken on a logged in Hirer account and the Hirer hereby waives any claim it may have against Limber whether under contract or tort in respect of any actions taken by any third party who has gained access to a Hirer account.
3.6 The Hirer acknowledges that, when Limber Workers are on Assignments with the Hirer, then the Limber Worker is under the direction and control of the Hirer and as such, the Hirer shall maintain sufficient liability insurance to indemnify the Hirer against any claims, losses, damages or expenses arising out any claim against Limber or the Hirer for by a Limber Worker for any incident or issue arising during an Assignment, including but not limited to death, personal injury, stress or harassment or any other physical or psychological harm.
4.1 The Hirer acknowledges that by making a Request via the Platform, the Hirer is irrevocably agreeing to pay the Wages for all Limber Workers who accept (in the case of a Team Member) or are accepted (in the case of all other Limber Workers) unless:
(a) no Limber Worker applies to or accepts a Request;
(b) the Hirer cancels the Request in which case the Cancellation Policy shall apply; or
(c) the Limber Worker does not report for the Assignment provided that if the Limber Worker reports for part of the Assignment, then the Hirer shall pay for the relevant proportion of the Assignment that each Limber Worker reported for.
5. INTRODUCTION FEES
5.1 If the Hirer wishes to Engage a Limber Worker, then it shall pay to Limber an Introduction Fee.
6. QUALITY CONTROL
6.1 The Hirer acknowledges that:
(a) the Platform uses feedback and other data to “rate” Limber Workers, but such Ratings are provided on an “as is” basis only;
(b) a Limber Worker’s profile contains a self-assessment of skills;
(c) Limber provides no training whatsoever to Limber Workers and nor does it vet them in any way;
and, to the fullest extent permissible by law, Limber hereby excludes all liability arising out of the Hirer’s reliance on a Limber Worker’s Ratings or the quality of any Limber Worker.
6.2 To the fullest extent permissible by law, the Hirer waives its rights to claim a refund in respect of any Limber Worker provided that the Limber Worker reports to an Assignment and the Hirer recognises that its sole remedy in respect of the quality of Limber Worker is to give the relevant Limber Worker negative Feedback.
6.3 Limber gives no guarantee that any Request will be fulfilled with Limber Workers and the Hirer accepts all risk for any cancellations by Limber Workers or Unfulfilled Requests.
7. LIMBER WORKERS’ WAGES
7.1 The Hirer may not oblige Limber Workers to work different hours to the hours contained in any Request however, the Hirer may agree with a Limber Worker (before or during an Assignment) a variation to those hours and in the event that a Hirer and a Limber Worker come to such an Agreement, then the Hirer undertakes to pay for the Limber Worker Wages in accordance with clause 7.2 below.
7.2 The Hirer will pay Limber all Wages in respect of Limber Workers. The Wages comprise the Limber Worker's pay and holiday pay and Expenses. When making a Request or any amendment to a Request, the Hirer shall choose their own Wages and the total Wages payable in respect of an Assignment shall be calculated accordingly by the Platform including any Wage Increases. The following conditions apply to the Limber Worker Wages:
(a) they are calculated according to the number of hours worked by the Limber Worker (to the nearest quarter hour);
(b) the Hirer shall, after the Assignment, provide confirmation via the Platform of the hours that each Limber Worker worked on the Assignment and the Hirer:
(i) undertakes that it shall provide any such confirmation in good faith and take all necessary steps to ensure that the confirmation is accurate; and (ii) acknowledges that if the Hirer does not provide this confirmation within 24 hours of the end of a shift, then Limber shall be entitled to rely on the Limber Workers’ timesheets and the Hirer undertakes to pay the Wages in accordance with those Limber Worker timesheets.
7.3 All Wages paid to Limber shall be exclusive of VAT and the Hirer shall pay to Limber any applicable VAT as should be deemed payable or as should become payable from time to time.
8. SOFTWARE ACCESS FEES AND VAT
8.1 The Hirer shall pay to Limber the Software Access Fee in respect of their access to the Platform as calculated and agreed over the Platform from time to time prior to each Request.
8.2 All Software Access Fee are exclusive of VAT and the Hirer shall pay VAT on the Software Access Fee as set out prior to confirmation of a Request.
8.3 Hirers acknowledge that Limber may use third parties to process authorised payments and that the provisions of clause 4 shall apply in respect of payments for all Requests and in particular, the Hirer agrees that:
(a) when a Hirer provides payment card details, that these shall be stored by the payment processing provider used by Limber from time to time; and
(b) when a Hirer pays via card or direct debit methods, then the Hirer irrevocably agrees that Limber may deduct the Wages and Software Access Fees from the Hirer’s bank account following the end of a Request and in accordance with clauses 7 and 8 above.
9. CANCELLATION POLICY
9.1 If a Hirer makes a Material Amendment to a Request, then the following shall apply:
(a) Material Amendments may be made to any Unfulfilled Requests at any time; and
(b) In respect of any Fulfilled Requests, any Material Amendments must first be accepted by a Limber Worker and if a Limber Worker rejects the Material Amendment, then that the Cancellation Policy shall apply in accordance with clause 9.2 below.
9.2 If a Hirer wishes to cancel a Request, then the Cancellation Policy shall apply as amended from time to time and where there is no Cancellation Policy in place, then the Hirer shall be free to cancel Requests. The Hirer accepts that Limber may display to Limber Workers how often the Hirer cancels shifts by way of disincentive.
10.1 This agreement shall commence on the date on which the Hirer signs up for an account on the Platform and continue for as long as a Hirer has an account on the Platform (the Term).
10.2 Limber reserves the right to suspend or remove a Hirer’s access to the Platform at any time if, in Limber’s absolute discretion, Limber considers that the Hirer is, or is likely to be, in breach of this Agreement.
11. INTELLECTUAL PROPERTY AND PRIVACY
11.1 By opening an account, the Hirer hereby grants to Limber, a non-exclusive, perpetual, irrevocable, royalty free, worldwide licence to use the Hirer’s name and any of its trade marks, materials uploaded to the platform, trading names or intellectual property rights in any of the same in order to promote the Platform at Limber’s sole discretion.
12.1 The Hirer shall indemnify Limber for all liability, assessment or claim arising out of any claim against Limber by a Limber Worker or any third party for any incident or issue arising during an Assignment, including but not limited to death, personal injury, stress, bullying or harassment or any other physical or psychological harm.
12.2 The Hirer shall have in place such necessary insurance to cover its obligations under clause 12.1 above up to a value of £5,000,000 per claim.
13. LIMITATION OF LIABILITY
13.1 Under no circumstances shall Limber be liable to the Hirer for:
(a) loss of profit,
(b) loss of data,
(c) loss of business or goodwill; or
(d) any indirect or consequential loss or special damage arising in connection with this Agreement (in each case whether arising from negligence, breach of contract, equity, statute or otherwise).
13.2 Nothing in this clause shall limit or exclude any liability for fraud, death, personal injury or any other loss which cannot be excluded by law.
13.3 Limber’s liability for any claim arising in connection with this Agreement shall be limited to a sum equivalent to 100% of the Software Access Fee paid by the Hirer to Limber in the 12 month period ending on the date of the event which has given rise to the relevant loss.
14. 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.
15. 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.
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).
17. FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement, including payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
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.