(A) Heyland carries on the business of providing Recruitment Services.
(B) The Client has instructed Heyland to source or supply a Candidate on the terms of, and subject to, these Conditions.
IT IS AGREED as follows:
- DEFINITIONS AND INTERPRETATION
- In these Conditions the following definitions apply:
“Assignment” the supply by Heyland of a Temporary Candidate to provide the Temporary Services to the Client;
“AWR” the Agency Workers Regulations 2010;
“Candidate” means a Permanent Candidate or a Temporary Candidate as the case may be.
“Candidate Fees” the fees payable to the Temporary Candidate for the provision of the Temporary Services;
“Charges” all charges and fees payable by the Client to Heyland including but not limited to the Temporary Candidate Fees, Finders Fees, Introduction Fees and any travel, hotel or other expenses as are reasonable as the case may be;
“Client” the person, firm or corporate body together with any holding company, subsidiary or associated company (each as defined by the Companies Act 2006) to whom the Candidate is supplied or Introduced by Heyland;
“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause 20.1;
“Conduct Regulations” the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
“Data Protection Laws” all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK);
“Heyland” Heyland Recruitment Limited (Co. No. 07195833) whose registered office is at Holly House, Village Road, Christleton, Chester, Cheshire, CH3 7AS;
“Engagement” a Temporary Engagement or a Permanent Engagement as the case may be.
“Extended Hire Period” 9 months without a break (unless Heyland is at fault for failing to supply the Temporary Candidate);
“Extended Hire Terms” means:
(a) where there has been an Introduction of the Temporary Candidate by Heyland (or one of its associated 3rd parties) but no supply, these Conditions and the Charges shall consist of the Candidate Fees at the rate Heyland pays the Temporary Candidate plus Heyland’s commission (calculated as a percentage of the Candidate Fees) together with any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable; and
(b) where there has been a supply of the Temporary Candidate to the Client by Heyland, the same terms relating to the last preceding Assignment (save in relation to the period of hire);
“Finders Fee” the fee payable by the Client pursuant to and in accordance with clause 7.2;
(a) the passing to the Client of a curriculum vitæ and/or other information which identifies the Candidate; or
(b) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to Heyland to source or supply a candidate;
(whichever is earlier)
and “Introduces” and “Introduced” shall be construed accordingly;
“Introduction Fee” the fee payable by the Client pursuant to and in accordance with clause 9.3;
“Losses” all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;
“Period of Supply” the period during which the Temporary Candidate is actually supplied to the Client by Heyland under an Assignment;
“Permanent Candidate” any person Introduced to the Client by Heyland (or one of its 3rd party associates) as a possible candidate for a Permanent Engagement;
“Permanent Engagement” the engagement or employment of a Permanent Candidate whether directly or indirectly, on a permanent basis and “engage” “engages” and “engaged” shall be construed accordingly;
“Recruitment Services” the sourcing and supply of Candidates to Clients;
“Relevant Period” means:
(a) where Heyland has received a Valid Opt Out, 6 months from the last day of supply of the Temporary Candidate to the Client; or
(b) where Heyland has not received a Valid Opt Out, within the later of:
(i) 14 weeks from the first day of supply of the Temporary Candidate to the Client (disregarding any supply that ended more than 42 days prior to any new supply); and
(ii) 8 weeks after last day of supply of the Temporary Candidate to the Client.
“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments taxable, (and, where applicable, non-taxable) payable to or receivable by the Candidate. Where a company car is provided, a notional amount, being £5,000, will be added to the sums payable to or receivable by the Candidate in order to calculate the Finders Fee or Introduction Fee or, as the case may be;
“Temporary Candidate” any person, whether employed or self-employed and/or any limited company through which a person is offering services, or a supplier company, in each case introduced to the Client by Heyland (or one of its associated 3rd parties) or in respect of which Heyland has provided information to the Client (and, save where otherwise indicated, includes any officer, employee or representative of such limited company or supplier company and any third party to whom the provision of services to the Client is assigned or sublet with the prior approval of the Client);
“Temporary Engagement” the engagement or employment of a Temporary Candidate or use of the Temporary Candidate’s services, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, an agency, licence, franchise or partnership arrangement, or any other engagement or through another employment business; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“Temporary Services” the services to be provided by a Temporary Candidate;
“Valid Opt Out” written notification from a corporate candidate and the individual in accordance with regulation 32(9) of the Conduct Regulations;
“VAT” value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.3. The headings contained in these Conditions are for convenience only and do not affect their interpretation.
1.4. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.5. A reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- THE CONTRACT
2.1. These Conditions constitute the agreement between Heyland and the Client for the supply of a Candidate to the Client. These Conditions are deemed to be accepted by the Client by virtue of the client’s request for an Introduction.
2.2. These Conditions contain the entire agreement between the Client and Heyland and, unless otherwise agreed in writing by a Director of Heyland, shall prevail over any terms of business or purchase conditions (or similar) put forward by the Client.
2.3. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Heyland which is not set out in these Conditions.
2.4. The Client acknowledges that where a Temporary Candidate provides a Valid Opt Out none of the Conduct Regulations shall apply to any Assignments relating to such Candidate.
- INFORMATION TO BE PROVIDED
3.1. The Client shall notify Heyland and provide Heyland with such information as is required by Heyland so as to consider the suitability of a Candidate, without limitation:
As to Temporary Candidates:
3.1.1. details of the services required by the Client and location at which the services are to be provided;
3.1.2. the date on which the Client requires the services to commence and the duration, or likely duration of the provision of the services;
3.1.3. any risks to health and safety and the steps to prevent or control such risks;
3.1.4. the experience, training, qualifications, accreditations and any authorisation which the Client considers are necessary, or which are required by law or any professional body for the Temporary Candidate to provide the services;
3.1.5. any expenses payable to the Temporary Candidate; and
As to Permanent Candidates:
3.1.6. details of the Permanent Engagement, including job role, location, guide remuneration and hours and days of work;
3.1.7. the date on which the Client requires the Permanent Engagement to start;
3.1.8. whether the Permanent Engagement is for fixed term or ongoing;
3.1.9. any risks to health and safety and the steps to prevent or control such risks;
3.1.10. the experience, training, qualifications, accreditations and any authorisation which the Client considers are necessary, or which are required by law or any professional body for the Permanent Candidate to provide the services.
3.2. The Client agrees to keep Heyland informed of its intentions in relation to the Engagement of a Candidate and, in the case of Permanent Candidates, to notify Heyland immediately upon the Permanent Engagement being accepted.
- VERIFICATION OF EXECUTION OF THE TEMPORARY SERVICES
4.1. At the end of each week of an Assignment (or at the end of an Assignment where the Assignment is for a period of less than one week or is completed or finished before the end of one week) the Client shall verify the execution of the Temporary Services (including the number of hours during which the Temporary Services were provided) by signature of a form provided to the Client for this purpose.
4.2. Verification by the Client of the execution of the Temporary Services constitutes acceptance by the Client of the number of hours claimed.
4.3. The Client shall not decline to sign the form referred to in clause 4.1 on the basis that it is dissatisfied with the Temporary Services provided by the Temporary Candidate. In the event that the Client is dissatisfied with the Temporary Services provided by the Temporary Candidate the provisions of clause 11.3 shall apply.
4.4. If the Client is unable to sign the form because it disputes the hours claimed, the Client shall inform Heyland as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with Heyland to enable Heyland to establish the hours, if any, during which the Temporary Candidate provided the Temporary Services to the Client.
4.5. Failure to verify execution in writing does not affect the Client’s obligation to pay the Charges in respect of the Temporary Services provided.
- PAYING THE TEMPORARY CANDIDATE
Heyland is responsible for paying the Candidate Fees to the Temporary Candidate. No payments shall be made directly to any Temporary Candidate by the Client.
6.1. The Client agrees to pay the Charges. VAT is payable by the Client in addition at the prevailing rate on the entirety of the Charges.
6.2. Heyland reserves the right to vary the Charges, by giving written notice to the Client, in order to comply with any additional liability imposed by statute or other legal requirement or entitlement including, without limitation, in the circumstances referred to in clause 15.3.
6.3. Heyland reserves the right to charge interest on any invoiced amounts unpaid by the due date in accordance with the statutory late payment legislation, Late Payment of Commercial Debts (Interest) Act 1998, (including, but not limited to, any amounts due under this clause 6 and/or clause 7 and/or clause 8 and/or clause 9).
6.4. The Client’s obligations under this clause 5 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
- FINDERS FEES
7.1. The Client shall be liable to pay Heyland a Finders Fee where Heyland Introduces a Permanent Candidate to the Client and the Client:
7.1.1. Engages the Permanent Candidate;
7.1.2. Engages the Permanent Candidate other than through Heyland within 6 months of the Introduction; or
7.1.3. introduces the Permanent Candidate to a third party and such introduction results in an Engagement of the Permanent Candidate by the third party within 6 months from the date of the introduction by the Client to the third party, other than through Heyland.
7.2. The Finders Fee shall be a percentage of the Permanent Candidate’s Remuneration payable to or receivable by the Permanent Candidate during the first 12 months of the relevant Engagement, subject to a minimum Finders Fee of £1,500 plus VAT. The percentage of Remuneration payable as a Finders Fee will be as follows: –
As to Permanent Contracts:
7.2.1. 18% for salaries up to £16,999;
7.2.2. 20% for salaries of £17,000 to £24,999;
7.2.3. 25% for salaries of £25,000 and above.
As to Fixed Term Contracts:
7.2.4. 20% for gross remuneration up to £16,999;
7.2.5. 25% for gross remuneration of £17,000 to £24,999;
7.2.6. 30% for gross remuneration of £25,000 and above.
Where the hours are part-time the salary shall be equated to the full-time equivalent and the fee levied accordingly.
7.3. If a Permanent Candidate is Engaged by the Client and subsequently leaves within 12 weeks of commencement of the Engagement for any reason other than through redundancy or constructive dismissal, provided that Heyland is notified in writing within seven days of termination of the Engagement and provided that the Client has paid the Charges within 14 days of the date of the invoice, Heyland will attempt to find a replacement Permanent Candidate.
7.4. Subject to the Client’s compliance with clause 7.3 above, if Heyland is unable to find a replacement Permanent Candidate, Heyland will refund to the Client a proportion of the Charges as follows:
7.4.1. If the Engagement ends during the first 6 weeks’, a 50% refund; or
7.4.2. If the Engagement ends during weeks 7 to 12, a 25% refund.
7.5. The Client agrees to promptly repay any refund which is either not due to it, or, if it re-engages the relevant Permanent Candidate within 12 months of the termination of which entitled you to the refund.
7.6. There shall be no refund where the Engagement is for a fixed term contract.
- INTRODUCTION OF TEMPORARY WORKERS
8.1 Subject to clause 9.2, the Client shall be liable to pay Heyland an Introduction Fee where Heyland Introduces a Temporary Candidate to the Client but it does not result in the supply of that Temporary Candidate by Heyland to the Client and the Client, within 6 months of such Introduction:
8.1.1. Engages the Temporary Candidate, other than through Heyland; or
8.1.2. introduces the Temporary Candidate to a third party and such introduction results in an Engagement of the Temporary Candidate by the third party.
- ENGAGEMENT OF TEMPORARY WORKERS
9.1. Subject to clause 9.2, the Client shall be liable to pay Heyland an Introduction Fee where Heyland supplies a Temporary Candidate to the Client and the Client, within the Relevant Period of such Introduction:
9.1.1. Permanently Engages the Temporary Candidate; or
9.1.2. introduces the Temporary Candidate to a third party and such introduction results in an Engagement of the Temporary Candidate by the third party, other than through Heyland.
9.2. No Introduction Fee shall be due in the circumstances set out in clause 8.1.1 or 9.1.1 if before such Engagement by the Client the Client serves written notice on Heyland confirming that it agrees to take a supply of the Temporary Candidate from Heyland for the Extended Hire Period upon the Extended Hire Terms. The Extended Hire Period shall commence on the date on which Heyland receives such written notice from the Client.
9.3. The Introduction Fee shall be a percentage of the Temporary Candidate’s Remuneration payable to or receivable by the Temporary Candidate during the first 12 months of the relevant Engagement, subject to a minimum Introduction Fee of £1,500 plus VAT. The percentage of Remuneration payable as an Introduction Fee will be as follows: –
9.3.1. 18% for salaries up to £16,999;
9.3.2. 20% for salaries of £17,000 to £24,999;
9.3.3. 25% for salaries of £25,000 and above.
9.4. The Client shall provide to Heyland all information reasonably requested by Heyland in order to calculate the Introduction Fee payable. Where the actual amount of the Remuneration payable to the Temporary Candidate in respect of the relevant Engagement is not known, Heyland reserves the right to calculate the Introduction Fee based on a reasonable estimate of the Remuneration for the first 12 months of the relevant Engagement.
9.5. In the event that the relevant Engagement is for a fixed term of less than 12 months (such fixed term being the Initial Fixed Term), the Introduction Fee will apply pro-rata save that if the Engagement is extended beyond the Initial Fixed Term or the Candidate is Engaged by the Client or the relevant third party (other than through Heyland) during the period between the expiry or termination of the Initial Fixed Term and the date which falls 12 months following the commencement of the Initial Fixed Term (whether under one or more Engagements) the Introduction Fee shall be increased pro-rata to take into account the Remuneration payable to the Candidate during such extended term or, as the case may be, additional Engagements.
9.6. The Introduction Fee shall be paid by the Client immediately upon receipt of Heyland’s invoice for such amount. No refund of the Introduction Fee will be paid in the event that the relevant Engagement subsequently terminates.
9.7. VAT at the prevailing rate is payable by the Client in addition to any Introduction Fee due, at the same time as the Introduction Fee.
10. INABILITY TO SUPPLY DURING EXTENDED HIRE PERIOD
10.1. If the Client elects for an Extended Hire Period pursuant to clause 9.2 but, before the end of such period:
10.1.1. the Client Permanently Engages the Temporary Candidate, or introduces the Temporary Candidate to a third party which Engages the Candidate, other than, in each case, through Heyland; or
10.1.2. the Temporary Candidate chooses not to be supplied for the Extended Hire Period; or
10.1.3. Heyland terminates the Assignment pursuant to clause 11.4 or the Client terminates the Assignment pursuant to clause 11,
the Introduction Fee shall be due save that it shall be reduced by such percentage to reflect such part of the Extended Hire Period already undertaken by the Candidate and paid for by the Client.
10.2. Neither the Temporary Candidate choosing not to be supplied for the Extended Hire Period, nor termination of the Assignment by Heyland pursuant to clause 11.4 or the Client pursuant to clause 11, shall constitute a fault by Heyland in supplying the Temporary Candidate to the Client for the Extended Hire Period.
11. TERMINATION OF THE ASSIGNMENT
11.1. Where a fixed termination date has been specified, the Assignment will terminate on such date unless terminated earlier by Heyland or the Client by giving to the other party in writing one week’s notice.
11.2. Where there is no fixed termination date, the Assignment shall continue until terminated by either party by giving to the other party in writing one week’s notice or otherwise pursuant to this clause 11.
11.3. Notwithstanding the provisions of clause 11.1 and clause 11.2 the Client may terminate the Assignment forthwith by notice in writing to Heyland where:
11.3.1. the Temporary Candidate has acted in breach of any statutory or other reasonable rules and regulations applicable to it while providing the Temporary Services; or
11.3.2. the Client reasonably believes that the Temporary Candidate has not observed any condition of confidentiality applicable to the Temporary Candidate from time to time; or
11.3.3. the Client reasonably considers that the Temporary Candidate’s provision of the Temporary Services is unsatisfactory.
11.4. Notwithstanding the provisions of clause 11.1 and clause 11.2, Heyland may terminate the Assignment forthwith by notice in writing if:
11.4.1. the Client is in wilful or persistent breach of its obligations under these Conditions or the relevant Assignment; or
11.4.2. the Client fails to pay any amount which is due to Heyland in full on or before the date that the payment falls due; or
11.4.3. the Client is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
11.4.4. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; or
11.4.5. an order is made for the winding up of the Client, or where the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement); or
11.4.6. (where the Client is an individual) the Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs or is the subject of a bankruptcy petition or order.
11.5. Heyland shall notify the Client as soon as reasonably practicable if it receives or otherwise obtains information which gives it reasonable grounds to believe that the Candidate supplied to the Client is unsuitable for the Assignment and Heyland may terminate the Assignment forthwith.
12. CONSEQUENCES OF TERMINATION
12.1. Upon termination of an Assignment the Client shall immediately pay to Heyland all of Heyland’s outstanding unpaid invoices together with any interest owing to Heyland and, in respect of Temporary Services provided but for which no invoice has been submitted or any Introduction Fee payable, Heyland may submit an invoice, which shall be payable immediately on receipt.
12.2. Termination of an Assignment shall not affect or prejudice any of the rights accrued to the Client or Heyland up to the date of such termination.
12.3. Termination of an Assignment shall not affect the continuance in force of any provision of these Conditions which expressly or by implication is intended to come into or continue in force after termination.
13. CONFIDENTIALITY AND DATA PROTECTION
13.1. All information relating to a Candidate is confidential and where that information relates to an individual is also subject to the Data Protection Laws and is provided solely for the purpose of providing the Recruitment Services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to comply with the Data Protection Laws in receiving and processing the data at all times.
13.2. All and any information relating to Heyland’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain or as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.1. Nothing in these Conditions shall limit or exclude Heyland’s liability for:
14.1.1. death or personal injury caused by its negligence; or
14.1.2. fraud or fraudulent misrepresentation; or
14.1.3. any other liability which cannot be limited or excluded by applicable law.
14.2. Subject to clause 14.1, whilst reasonable efforts are made by Heyland to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability of the Candidate, no liability is accepted by Heyland for any Losses arising:
14.2.1. from the failure to provide a Candidate; o
14.2.2. from the negligence, dishonesty, misconduct or lack of skill of the Candidate; or
14.2.3. if the Candidate chooses not to be supplied for the duration of an Assignment for any reason.
14.3. Subject to clause 14.1 and 14.2, Heyland shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the provision of Recruitment Services for:
14.3.1. loss of profits;
14.3.2. loss of sales or business;
14.3.3. loss of agreements or contracts;
14.3.4. loss of anticipated savings;
14.3.5. loss of or damage to goodwill;
14.3.6. loss of use or corruption of software, data or information; or
14.3.7. any indirect or consequential loss.
14.4. Subject to clause 14.1, clause 14.2 and clause 14.3, Heyland’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the provision of Recruitment Services shall be limited to the insurance cover effected by Heyland and actually available to meet the claim in question.
14.5. The Client shall advise Heyland of any special health and safety matters about which Heyland is required to inform the Candidate and about any requirements imposed by law or by any professional body, which must be satisfied.
14.6. Neither the Candidate nor any of its officers, employees, representatives, assignees or subcontractors are under the supervision or control of Heyland. The Client will comply in all respects with all relevant statutes, by-laws, codes of practice and legal requirements including the provision of adequate public liability insurance in respect of the Candidate.
14.7. The Client shall indemnify and keep indemnified Heyland against any Losses incurred by Heyland arising out of, or in connection with, or arising out of, or in connection with, any non-compliance with and/or as a result of any breach of these Conditions by the Client or any of its officers, employees or agents.
14.8. The Client will assist Heyland in complying with Heyland’s duties under the Working Time Regulations in respect of an Assignment by supplying any relevant information about the Assignment requested by Heyland and the Client will not do anything to cause Heyland to be in breach of its obligations under such regulations. Where the Client requires the Temporary Services to be provided by the Candidate for more than 48 hours in any week, the Client shall notify Heyland of this requirement prior to the commencement of that week.
15. AGENCY WORKERS REGULATIONS
15.1. In the event that the AWR apply to the Temporary Candidate (or are deemed to apply) the Client shall:
15.1.1. comply with its obligations under the AWR in respect of such Temporary Candidate;
15.1.2. promptly supply to Heyland such information as it may reasonably require in order to comply with its obligations under the AWR (including, without limitation such information as is required to determine the pay and basic working and employment conditions that are ordinarily in force within the Client’s business and which would have been applicable had the Temporary Candidate been Engaged direct by the Client on the first day of the Assignment to do the same work) and shall ensure that any such information is true, complete and accurate;
15.1.3. promptly inform Heyland in the event that there is any change to the information provided pursuant to clause 15.1.2 or this clause 15.1.3 and provide true, complete and accurate details of any such change; and
15.1.4. indemnify and keep indemnified Heyland against any Losses incurred by Heyland arising out or in connection with the Client’s failure to comply with its obligations under clauses 15.1.1 to 15.1.3 (inclusive).
15.2. Where the Temporary Candidate is carrying on a profession or a business undertaking, the Client acknowledges and confirms that:
15.2.1. its status in relation to such Temporary Candidate is as a client or customer of such profession or business undertaking (but this shall not prejudice or otherwise affect the arrangements for the supply and payment through Heyland);
15.2.2. the Temporary Candidate will not be under the supervision, direction or control of Heyland or the Client; and
15.2.3. the Client does not have the right to supervise, direct and control the Temporary Candidate,
and also confirms that it shall immediately inform Heyland in the event that it becomes aware that the Temporary Candidate may not be carrying on a profession or business undertaking.
15.3. The Client acknowledges and agrees that Heyland may increase the Charges to reflect any increase in the Candidate Fees and/or any benefits or expenses which may be due to the Temporary Candidate pursuant to, or in consequence of, the AWR.
All notices which are required to be given in accordance with these Conditions or an Assignment shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that such party has notified the other party in or by email to such party’s email address (if any) notified by the other party. Any such notice shall be deemed to have been served: (i) if by hand, when delivered; (ii) if by first class post, 48 hours following posting; and (iii) if by email, when that email is sent.
If any provision or part-provision of these Conditions 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 these Conditions.
18. RIGHTS OF THIRD PARTIES
No one other than Heyland or the Client shall have any right to enforce any of these Conditions.
The Client is not entitled to assign the benefit of these Conditions and/or any Assignment without the prior written consent from a Director of Heyland.
20. VARIATION AND WAIVER
20.1. Save as provided by clause 6.2, no variation or alteration to these Conditions shall be valid unless the details of such variation are agreed by a Director of Heyland and are set out in writing.
20.2. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not (i) waive that or any other right or remedy or (ii) prevent or restrict the further exercise of that or any other right or remedy.
21. GOVERNING LAW AND JURISDICTION
21.1. These Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or its or their subject matter or formation shall be governed by, and construed in accordance with the law of England.
21.2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions or its or their subject matter or formation.