General Terms and conditions
- In these Conditions the following words have the following meanings:
|Agreement||the agreement between Riversafe and the Client for the supply of the Services, as more|
|particularly described in Condition 1.3. This Agreement consists of the following;|
|Authorised Representative||the individuals notified to each party in accordance with Condition 3;|
|Business Proposal||the business proposal provided to the Client by Riversafe in relation to the Services;|
|Change Control Procedure||the change control procedure as set out in the Schedule to these General Terms and|
|Conditions for the Supply of Services;|
|Charges||shall have the meaning given to it in Condition 7.1;|
|Commencement Date||the date specified in the Order Form;|
|Client||the person, firm or company with whom Riversafe contracts to provide the Services;|
|Conditions||these General Terms and Conditions for the Supply of Services;|
|Confidential Information||the terms of this Agreement along with any and all information or materials in any form|
|or medium (whether written, oral, visual or electronic) disclosed directly or indirectly by|
|either party or its employees or representatives to the other in connection with this|
|Agreement which is of a confidential or proprietary nature or is received in circumstances|
|in which the receiving party knows or should know that the information is confidential|
|including without limitation any financial and commercial information relating to the|
|business of either party or any of their group companies;|
|Riversafe Equipment||means any equipment belonging to Riversafe referred to in the Business Proposal;|
|Deliverables||means the deliverables specified in the Business Proposal including the Report (where|
|Document||includes (without limitation) in addition to any document in writing, any drawing, map,|
|plan, diagram, design, picture or other image, tape, disk, or other device or record|
|embodying information in any form;|
|In-put Material||means all Documents, information and materials provided by the Client relating to the|
|Services including (without limitation) computer programs, data, reports and|
|Intellectual Property Rights||shall have the meaning given to it in Condition 13.1;|
|Location||means the location(s) where Riversafe will provide the Services as set out in the|
|Business Proposal or such additional or alternative location(s) as shall be agreed|
|between the parties in writing from time to time;|
|Materials||any documents, materials, data or information in any form||(including computer|
|programs, data, reports, specifications and drafts) provided by Riversafe in connection|
|with this Agreement;|
|Party/Parties||means the parties specified in the Order Form;|
|Relevant Charges||means the charges charged for the Services during the twelve (12) months preceding|
|the date on which the claim arose;|
|Relevant Requirements||shall have the meaning given to it in Condition 15.1.1;|
|Relevant Terms||shall have the meaning given to it in Condition 15.1.3;|
|Report||means a report by Riversafe containing a copy of its technical findings, results and logs in accordance with the Business Proposal;|
|Services||the services provided or to be provided by Riversafe to the Client as more particularly described in the Business Proposal;|
|Service Commencement Date||shall have the meaning given to it in Condition 4.1;|
|Term||shall have the meaning given to it in Condition 5.|
1.2 In these Conditions references to the singular include the plural and vice versa and headings will not affect the interpretation of these Conditions.
1.3 This Agreement consists of the following:
(a) the order form;
(b) these Conditions;
(c) any of Riversafe’s additional Terms and Conditions referred to in the Order Form as applicable;
(d) the Business Proposal.
1.4 In the event of any conflict between the above, the documents shall take precedence in the above order.
2.1 This Agreement constitutes the entire agreement and understanding between the parties and shall apply to the Services to the exclusion of all other terms and conditions and shall prevail over all inconsistent terms that the Client seeks to apply to the Services.
2.2 Variations to the Agreement shall have no effect unless agreed in writing between the parties and approved by a director of Riversafe.
2.3 No order for Services placed by the Client on the basis of any Business Proposal shall be deemed to be accepted by Riversafe until it has received the Order Form from the Client duly signed by the Client and Riversafe has countersigned the Order Form or has started to perform the Services.
2.4 Each Business Proposal is valid for a period of thirty (30) days only from its date (or such longer period as Riversafe in its sole discretion may permit), although Riversafe may withdraw a Business Proposal at any time before it is accepted.
2.5 All samples, drawings, descriptive matter, specifications and advertising issued by Riversafe and any descriptions or illustrations contained in Riversafe’s catalogues or brochures not included in the Business Proposal are issued or published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Agreement.
2.6 The Client acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, promise, warranty or representation (whether made innocently or negligently) made or given by or on behalf of Riversafe which is not expressly set out in the Agreement. An action for breach of contract is the only remedy for any statement, promise, warranty or representation set out in the Agreement (whether made innocently or negligently). Nothing in this Condition 2.6 shall limit or exclude liability for fraud.
3. Authorised Representatives
3.1 Each party shall from time to time notify the other party in writing the identities of its “Authorised Representative(s)” for
the purposes of this Agreement.
4. Service Commencement
4.1 The Services supplied under the Agreement shall be provided by Riversafe to the Client from the date specified in the Business Proposal or such other date as agreed between Riversafe and the Client in writing (the “Service Commencement Date”).
4.2 Save as otherwise provided in the Agreement, the Services supplied under the Agreement shall continue to be supplied for the duration specified in the Business Proposal unless the Agreement is terminated by one of the parties giving to the other not less than thirty (30) days’ written notice. In such event Riversafe shall be entitled to be paid on a pro rata basis in respect of such part performance up to the effective date of termination.
5.1 This Agreement shall come into force on the Commencement Date and shall continue for such period as is specified in
the Business Proposal or until it is terminated earlier in accordance with Condition 17 or as provided elsewhere in this
6. Time of Performance
6.1 Riversafe shall use its reasonable endeavours to meet any specified dates included in the Business Proposal but, for the avoidance of doubt, time for performance of the Services shall not be of the essence and, unless agreed otherwise by Riversafe in writing, any specific dates stated by Riversafe shall be estimates only.
6.2 Riversafe will not be liable for any loss (including loss of profit, loss of business or depletion of goodwill), costs, damages, charges or expenses caused directly or indirectly by any delay in performing the Services (unless caused by Riversafe’s negligence), nor will any delay entitle the Client to terminate or rescind the Agreement.
7.1 Unless otherwise agreed by Riversafe in writing, Riversafe’s charges for the Services (the “Charges”) are as set out in the Business Proposal.
7.2 In the event that the Charges are based on inaccurate or incomplete information supplied by or on behalf of the Client then Riversafe reserves the right to propose revisions to the Charges for the Client’s approval within fourteen (14) days of becoming aware of such inaccurate or incomplete information.
7.3 In the event that the parties cannot reach an agreement in relation to such revisions to the Charges, pursuant to Condition 7.2, within thirty (30) days of such revisions to the Charges being proposed, either party may terminate the Agreement on seven (7) days’ written notice.
7.4 In the event that costs of performing the Services including (but not limited to) increases in sub-contractor charges, employment costs or overheads materially increase, Riversafe may propose alternative, or revisions to the, Charges pursuant to the Change Control Procedure.
7.5 The Charges are exclusive of any applicable VAT which the Client will pay in addition.
7.6 In addition to the Charges the Client shall pay Riversafe the full amount of any disbursements (including any applicable VAT) incurred by Riversafe or its employees in the performance of the Services, including (but not limited to) travel expenses; hotel expenses; the costs of telephone calls; and facsimile transmissions provided that no such disbursements shall be incurred without prior express written approval.
8.1 Payment of the Charges shall (unless otherwise specified in the Business Proposal or agreed otherwise in writing by the parties) be made within thirty (30) days of the invoice issue date, provided that, and expressly subject to clause 17 in general and clause 17.3 in particular, no invoice shall be rendered nor become due until 7 days after the delivery a summary report for any deliverable to which the invoice in question relates to.
8.2 No payment shall be deemed to have been received until Riversafe has received in full cleared funds.
8.3 Each payment shall be paid by the Client only if the Client has received and accepted Riversafe’s service reports of each completed service activity as set forth in the Business Proposal or agreed otherwise in writing by both parties.
8.4 The Client shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
8.5 Time for payment shall be of the essence of the Agreement.
8.6 Without prejudice to any other rights or remedy that it may have, if the Client fails to pay Riversafe on the due date, Riversafe may:
(a) Suspend all Services until payment has been made in full cleared funds; and
(b) Riversafe may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 (or such other statute that may replace it from time to time).
8.7 Riversafe may, without prejudice to any other right it may have, set-off any liability of the Client to Riversafe against liability of Riversafe to the Client.
8.8 Should Riversafe have reasonable concerns as to the creditworthiness of the Client it may adjust any credit terms applicable to the Client and may impose credit limits on the Client which, if reached, allow Riversafe to suspend the Services or terminate the Agreement.
9. The Services
9.1 Riversafe shall perform the Services with reasonable skill and care in accordance with the standards generally observed in the industry for similar services and in a timely manner in accordance with the timescales set out in the Business Proposal.
9.2 Subject to Condition 10.4, Riversafe shall comply with all reasonable and lawful instructions and/or directions of the Client in respect of the Services.
9.3 Riversafe shall perform the Services at the Location or such other location(s) as the parties agree in writing from time to time.
9.4 Subject to the provisions of Condition 17.3, Riversafe shall keep detailed records of all acts and things done by it in relation to the provision of Services and shall upon request from the Client make such records available to the Client for inspection and/or copying.
9.5 Riversafe shall perform the Services in compliance with all applicable laws, enactments, orders, regulations, codes of practice and other similar instruments as may be in force or apply from time to time.
9.6 Subject to the Client’s obligations contained in Condition 11 below, Riversafe shall obtain and maintain in force all necessary consents, approvals, authorisations, licences and permissions which it is required to obtain in order to enable it to perform the Services and comply with its obligations under this Agreement.
9.7 Riversafe shall ensure that whilst its personnel are on the Client’s premises they will act in accordance with the Client’s health, safety and security requirements provided that Riversafe is given notice of such health, safety and security requirements.
9.8 Riversafe shall ensure that its personnel retain all Confidential Information belonging to the Client in accordance with Condition 16.
9.9 Riversafe shall promptly notify the Client of any circumstance that may materially delay or otherwise affect Riversafe’s ability to provide the Services.
9.10 The Client acknowledges and agrees that, in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than expressly set out in the Agreement.
9.11 Riversafe shall provide to the Client at the end of each agreed or additionally requested Man day, period but in any event no later than 14 days thereafter, a written report of the result of its engagement for that period
10.1 Riversafe shall ensure that the Services are performed by personnel who have the necessary skill and expertise to provide the Services.
10.2 Riversafe shall notify the Client’s Authorised Representative immediately if any of Riversafe’s staff will not be or are likely not to be available to perform the Services, and the effect the same may have on the provision of the Services. Riversafe will, subject to the Client’s approval, appoint replacement staff (with equivalent skills and expertise) as quickly as possible at no cost to the Client.
10.3 The Client shall have the right to require Riversafe immediately on receipt of written notice to remove any Riversafe staff that have misconducted themselves or acted in breach of the Client’s personnel code or health, safety, security or other legal requirements or any of the terms of this Agreement.
10.4 If Riversafe is required to provide additional services or the required scope of the Service increases or changes the parties shall comply with the Change Control Procedure.
11. Client’s Obligations
11.1 Riversafe’s obligation to provide the Services is conditional upon the Client providing to Riversafe:
(a) access to and copies of all documentation, information and materials which may at any time be necessary or desirable for the purpose of performing the Services (the Client shall obtain and maintain any licences or consents required by Riversafe in relation to the use of such documentation, information and materials);
(b) access to personnel and to premises in each case to such extent and at such time and for such purposes as Riversafe shall specify; and
(c) generally such assistance and co-operation as shall be necessary or expedient for the proper performance of the Services.
11.2 Where access to premises is provided by the Client the Client shall:
(a) ensure that it provides a safe and suitable environment for Riversafe’s personnel and agents;
(b) comply with all relevant laws and regulations from time to time (including, without limitation, health and safety laws) in relation to the use by Riversafe’s personnel and agents of the premises;
(c) inform Riversafe of all health and safety rules and regulations and any other reasonable security requirements that apply to the premises (or any part of it); and
(d) grant or procure the granting of any necessary permissions required for Riversafe to perform the Services at the Location.
11.3 Without prejudice to anything to the contrary in the Business Proposal (including specified cancellation charges), if Riversafe’s performance of its obligations under the Agreement is prevented or delayed by an act or omission of the Client, its agents, sub-contractors or employees Riversafe shall be released from its obligations to provide the Services for the duration of any such delay, shall not be liable for any costs, charges or losses sustained or incurred by the Client as a consequence of the delay and Riversafe shall still be allowed to be paid as though it were performing normally.
11.4 The Client shall neither itself or through any of its associates, solicit, directly or indirectly, any employee of Riversafe with whom it has had contact in connection with the Agreement and if it does it shall indemnify Riversafe against any costs Riversafe incurs as a consequence.
11.5 The Client acknowledges that it shall be entirely responsible for backing-up its own networks and data and ensuring the back-up and independent resilience of any other data and networks which are dependent upon the Client’s networks and data. Riversafe shall not be held responsible for the accidental loss, damage or destruction of the Client’s networks or data caused by the provision of the Services under the Agreement save for instances of negligence and/or by virtue of Riversafe breaching the terms of the Agreement.
11.6 The Client shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the:
(b) installation of Riversafe’s Equipment;
(c) use of In-put Material; and
(d) use of the client’s equipment in relation to the Services.
11.7 The Client shall notify Riversafe of any matters of which it is aware (or ought reasonably to be aware) which are reasonably likely to affect the performance of the Services, including in particular any known system defects, sensitive data or data for which a back-up and disaster recovery process has not been implemented.
12. Liability and Insurance
12.1 Neither party’s liability for any of the following is excluded or limited by this Agreement (even if any other term of the Agreement would suggest otherwise):
(a) death or personal injury caused by that party’s negligence or the negligence of its employees, agents or sub-contractors;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot be legally excluded or limited.
12.2 Subject to Condition 12.1, neither party shall be liable under or in relation to this Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or otherwise) for any indirect or consequential loss or damage.
12.3 Subject to Condition 12.1 and without prejudice to the provisions of Condition 12.2:
(a) Riversafe’s liability arising from or in connection with this Agreement (whether the liability arises for breach of contract, negligence, or otherwise) shall be limited to one hundred and twenty five per cent (125%) of the Relevant Charges; and
(b) the Client’s liability arising from or in connection with this Agreement (whether that liability arises for breach of contract, negligence, or otherwise) shall be limited to one hundred per cent (100%) of the Relevant Charges.
12.4 Riversafe warrants that it is insured for all liabilities specified in this Agreement and will continue during the Term to be insured for such liabilities and that it shall, upon request by the Client, provide copies of such insurance cover to the Client together with evidence that policy premiums have been paid to date.
12.5 Nothing in this Condition 12 shall operate to limit or exclude the Client’s liability to pay Riversafe the Charges.
12.6 The provisions of this Condition 12 shall survive the termination or expiry of this Agreement for any reason.
13. Intellectual Property
13.1 For the purpose of this Condition 13 intellectual property rights include, without limitation, copyright, patent rights, utility models, rights to inventions, domain names, rights in computer software, service marks, trademarks, rights in goodwill or rights to sue for passing off, design rights, data base rights, know how, trade secrets, technical information, confidential process information, trade and business names, proprietary information and all similar rights whether registered or not and all rights to apply for such registrations which subsist now or in the future in any part of the world (“Intellectual Property Rights”).
13.2 All Intellectual Property Rights in the Services and the Materials belong to Riversafe. Riversafe shall not unreasonably refuse any request from the Client for a licence to be granted to it to make reasonable use of the Services and Materials
(provided the scope of the licence is limited to the Client’s internal purposes and is non-exclusive).
13.3 Subject to Condition 13.2, Riversafe hereby grants a licence to the Client, subject to the payments of the Charges set out in the Business Proposal, to make reasonable use of the Deliverables and the products of the Services for its internal business use only. Such licence shall be granted on a non-exclusive, worldwide, non-assignable and non-sublicensable basis. If Riversafe terminates the Agreement under Condition 3 or the Agreement terminates prior to completion of the Services and delivery of such Deliverables, this licence shall automatically terminate.
14. Data Protection
14.1 Riversafe shall take all necessary steps to ensure that data or information belonging to the Client which comes into its possession or control in the course of providing the Services is protected in accordance with the Client’s IT security policy
(provided Riversafe was given notice of the same) and in particular Riversafe shall not:
(a) use the data or information nor reproduce the data or information in whole or in part in any form except as may be required by this Agreement; or
(b) disclose the data or information to any third party or persons not authorised by the Client to receive it, except with the prior written consent of the Client; or
(c) alter, delete, add to or otherwise interfere with the data or information (save where expressly required to do so by the terms of this Agreement).
14.2 To the extent that any data or information belonging to the Client is personal data within the meaning of the Data Protection Act 1998 (“Act”), Riversafe warrants that it will process such data and information only in accordance with the Client’s instructions.
15. Compliance with Relevant Requirements
15.1 The parties shall:
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) ensure that any person associated with either party who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on each party in this Condition 15.1 (“Relevant Terms”).
Each party shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the other party for any breach by such persons of any of the Relevant Terms.
16.1 Each party (the “Receiving party”) undertakes that it shall at all times (both during the Term of this Agreement and after its termination) keep confidential, and shall not without the prior written consent of the other party (the “Disclosing party”)
use (other than as permitted in Condition 16.2) or disclose to any third party (other than as permitted in Condition 16.3), any Confidential Information of the Disclosing party, unless such information:
(a) was public knowledge or already known to the Receiving party at the time of disclosure;
(b) subsequently becomes public knowledge other than by breach of this Agreement;
(c) subsequently comes lawfully into the possession of the Receiving party from a third party; or
(d) is agreed by the parties not be confidential or to be disclosable.
16.2 For the duration of this Agreement, the Receiving party may use the Disclosing party’s Confidential Information in the performance of its obligations and the exercise of its rights under this Agreement.
16.3 The Receiving party may, to the extent necessary to implement the provisions of this Agreement (but for no other reason), disclose the Disclosing party’s Confidential Information:
(a) where necessary to comply with any law, regulation, order or legitimate request, to any relevant governmental or other authority;
(b) to any member of the Receiving party’s group of companies; or
(c) to any employees, officers or representatives of the Receiving party or any of the above,
(d) provided that, before any such disclosure the Receiving party shall make those persons aware of its obligations of confidentiality under this Agreement.
16.4 The Receiving party shall procure that members of its group of companies, its own employees, officers and representatives and those of members of its group of companies are made aware of and comply with the confidentiality obligations set out in this Condition 16.
16.5 Each party shall immediately notify the other party if it suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information (except where to so notify the other party would itself be unlawful).
16.6 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Receiving party from the Disclosing party shall be returned promptly to the Disclosing party on termination of this Agreement, and no copies shall be kept, save to the extent that such Confidential Information is required to be retained by law or any applicable governmental or regulatory authority, and also to the extent reasonable to permit the parties to keep evidence that each has performed its obligations under this Agreement (which for the avoidance of doubt shall permit Riversafe retaining copies of reports produced for the Client).
17.1 Without prejudice to any other rights or remedies which the parties may have, this Agreement may be terminated by either party forthwith on written notice should:
(a) the other party be in material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to rectify the same within five (5) working days of that other party receiving written notice specifying such breach and the action considered appropriate to remedy the same;
(b) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement.
17.2 Without prejudice to any other rights or remedies which Riversafe may have, this Agreement may be terminated by Riversafe forthwith on written notice where:
(a) the Client fails to pay any amount due in accordance with the Agreement which includes Condition 4.2 and 8.3 and remains in default not less than twenty one (21) days after being notified in writing to make such payment;
(b) the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up (except in the case of a winding up purely for the purposes of a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client);
(e) a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the Client’s assets;
(f) a floating charge holder over the Client’s assets has become entitled to appoint or has appointed an administrative receiver;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed over the Client;
(h) a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days; or
(i) any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs 17.2.1 to 17.2.8 (inclusive);
(j) the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(k) there is a change of control of the Client (as defined in section 574 of the Capital Allowances Act 2001).
17.3 On termination of the Agreement for any reason:
(a) the Client shall immediately pay to Riversafe all of Riversafe’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Riversafe may submit an invoice, which shall be payable immediately on receipt.
(b) the Client shall return all of Riversafe’s Equipment, Riversafe Materials and Deliverables (and all copies thereof) and shall not make any further use of them. If the Client fails to do so, then Riversafe may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;
(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected; and
(d) unless agreed otherwise in writing, Riversafe may destroy and/or permanently delete any data, information or intellectual property in Riversafe’s possession that was generated or obtained by Riversafe in connection with the Services without notice to the Client.
17.4 On termination of the Agreement (however arising), sections 6 (Time of Performance); 7 (Charges); 8 (Payment); 12 (Liability and Insurance); 13 (Intellectual Property); 14 (Data Protection); 15 (Compliance with Relevant Requirements); 16 (Confidentiality); 17 (Termination); and 19 (General) of these Conditions shall survive and continue in full force and effect.
18. Force Majeure
18.1 Riversafe shall not be liable if it is delayed in or prevented from performing its obligations due to circumstances outside
its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot,
civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, failures in utility supply,
Riversafe failures, systems interruption, power surges, network unavailability, equipment failures and any comparable
19.1 To give notice under the Agreement a letter must be delivered personally or sent by pre-paid first class post to the registered office address and normal business address of the recipient. A notice delivered by hand is served when delivered; a notice sent by post is served once forty eight (48) hours after posting have elapsed.
19.2 Nothing in the Agreement shall create an agency, partnership or employment relationship.
19.3 In this Agreement reference to “a person” includes a natural person, company or unincorporated body (whether or not having separate legal personality).
19.4 Neither party may assign or sub-contract the Agreement or any part of it without the prior written consent of the other party.
19.5 Each right or remedy of Riversafe under the Agreement is without prejudice to any other right or remedy of Riversafe whether under the Agreement or not.
19.6 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
19.7 Failure or delay by Riversafe in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.
19.8 The parties to the Agreement do not intend that any term of the Agreement will be enforceable by virtue of the Agreements (Rights of Third parties) Act 1999 by any person that is not a party to it.
19.9 The formation, existence, construction, performance, validity and all aspects of the Agreement including the legal relationships established by the Agreement shall be governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.