Terms and Conditions

JML Business Services Limited
Terms and Conditions –  
Thank you for engaging us as your accountant, tax agent and adviser. This letter together with our Terms and Conditions of Business (together referred to as ‘the retainer’) set out the basis on which we are to provide services to you, the client, and our respective responsibilities. 

We are bound by the code of ethics of our professional and regulatory body and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. 

OUR AGREEMENT
Engagement Letters: These Terms of Business supplement the agreement between us that is set out in one or more Engagement Letters. We (meaning JML Business Services Ltd as specified in the Engagement Letter) will be providing Services to “you”, our client.
Unless otherwise agreed in the Engagement Letter our work will begin when we receive your implicit or explicit acceptance of that letter, and except as stated in that letter we will not be responsible for periods before that date.
An Engagement Letter can be amended by exchange of emails or by issuing a revised Engagement Letter.

Client identification and verification: As with other professional services firms, we are required to identify and verify our clients for the purposes of the UK anti-money laundering legislation. Save in exceptional circumstances we cannot start work until this requirement has been met. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases including ID verification software.

Liability limitation: These Terms contain limitations on our liability, and restrictions that apply to you.  See in particular clause 11 below.

Priority of Terms: These Terms apply exclusively to the entire business relation between you and us unless and until specific different terms and conditions have been confirmed by us in writing expressly as varying these Terms. If you notify us of purchase order details and/or your terms of purchase, whether or not we acknowledge receipt, that shall not alter or vary these Terms nor undermine their application to our business relationship.

Data processing: We will almost certainly need to process personal data relating to your clients and other persons in order to deliver our Services to you. We will work with you to ensure that personal data processing is conducted lawfully.

EXPECTATIONS
The Engagement Letter, together with any schedules for specific services, set out the work to be done by us to provide you with the Services. 
The work is normally undertaken at our premises or the premises of our contractors. When asked to travel to other premises, travel time and travel expenses will be charged.
Our objectives, expressed in general terms, will be: 
To support your business;
To understand your key timings.
In order for us to achieve the best results for you, we need your active co-operation. Specifically, you should:
Promptly provide the information and resources for which you are responsible, supplying accurate and complete data in a timely manner;
Ensure that you comply with your legal responsibilities to retain documents and records relevant to your financial and tax affairs;
Describe your requirements and expectations clearly. 

Reliance on advice: We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing. However, bear in mind that advice is only valid at the date it is given.

Equipment: We will normally provide all equipment needed to perform the Services. We will set out in the Engagement Letter any items are chargeable to you. 

Insurance: In accordance with our professional body rules, we are required to hold professional indemnity insurance. Details about the insurer and coverage can be found at our offices or by request from us.

Professional membership : We are members of the Association of Accountancy Technicians. Details about that professional body are available on their website at https://www.aat.org.uk/about-aat.

Professional body rules: We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Association of Accounting Technicians (“AAT”) and will accept instructions to act for you on that basis.


You are responsible for bringing to our attention any errors, omissions or inaccuracies in your returns that you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.
In particular, you give us the authority to correct errors made by HMRC where we become aware of them.
In addition, we will not undertake tax planning which breaches Professional Conduct in Relation to Taxation. We will therefore comply with the general anti-abuse rule and the targeted anti-avoidance rule.
We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations. You can see copies of these requirements at our offices. The requirements are also available online at https://www.aat.org.uk/membership/standards-requirements.

BUSINESS ARRANGEMENTS
Our Services are provided on a ‘business-to-business’ basis.


The way we work is part of our trade know-how and shall not be under your direction or control.
We shall continue to market our services and work for other clients and maintain an independent business of our own.

Conflicts of interest: where it becomes apparent that there is a conflict of interest arising from our relationship with you, either directly or through our relationship with another client, we will try to adopt suitable safeguards to protect your interests. If the protection of your interests is not possible, we will be unable to provide further Services and we will inform you promptly. Note that our confidentiality obligations towards you remain unaffected.

Authority:  The person named in the Engagement Letter will be our main contact in your organisation and has the authority to agree payments and to agree changes to an Engagement Letter. We will not order any goods or services on your behalf unless it is authorised by that person.
Electronic and other communication : We will communicate with you and with any third parties you instruct us to by email or by other electronic means, pointing out that the recipient is responsible for virus-checking emails and any attachments.


With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties.
We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, electronic communication is not totally secure and we cannot accept responsibility for damage or loss caused by viruses, nor for communications that are corrupted or altered after dispatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication, especially in relation to commercially sensitive material. These are risks you must accept in return for greater efficiency and lower costs.

Acceptance of risk: If you do not wish to accept these risks, please let us know and we will communicate by hard copy, other than where electronic submission is mandatory.

Post: Any communication by us to you by post is deemed to arrive at your postal address two working days after the day that the document was sent.

HMRC information: When accessing information held electronically by HMRC relating to you, we may have access to more information than we need to provide the Services. We will only access records reasonably required to carry out the Services.

Contact details: You must keep us up to date with accurate contact details at all times. This is important to ensure that communications and papers are not sent to the incorrect address.

Client money/Commissions


Client money: If we hold money on your behalf, such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated and all funds dealt with in accordance with Association of Accountancy Technicians’ rules.

Commissions and other benefits:  In some circumstances we may receive commissions and/or other benefits for introductions to other professionals or in respect of transactions that we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment and receipt of any such commissions or benefits. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.

Internal client disputes: For a business client, our client is the business. If we became aware of a dispute between the individuals who own or are involved in the management of a business client, we would not provide information or services to one individual without the express knowledge and permission of all affected individuals. Unless otherwise agreed, we will supply information to the registered office or normal place of business of the client organisation for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors/the partnership/the LLP and take no further action until the board/partnership/LLP has agreed the action to be taken.

Investment advice: If, during the provision of professional services to you, you need advice on investments, including insurances, we may have to refer you to someone who is authorised by the Financial Conduct Authority or licensed by a designated professional body as we are not authorised to give such advice.

Disengagement: When our working relationship comes to an end, we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. If we have no contact with you for a period of six months or more, we may issue to your last known address a disengagement letter and thereafter cease to act. 

BUSINESS CONTINUITY AND RESILIENCE
Account management:  We will allocate a primary contact person in our organisation for communication with you about your account.

Expertise and focus:  From time to time we may use external experts to supplement our own expertise.

Availability and deadlines:  We may delegate elements of your work, or entire projects, to suitably qualified members of our team to provide appropriate depth of resources to meet your business deadlines.
 
All our team are contracted to confidentiality and appropriate GDPR standards.

TIMING AND STANDARD OF PROVISION OF SERVICES
We will use our reasonable endeavours to deliver Services according to the timetable described in the Engagement Letter. Where work is undertaken by retainer you must specify your priorities and deadlines in line with your budget. We will let you know if we expect that deadlines may not be met. 
If you want more support than you have purchased, you need either to scale back your requirements or purchase more, subject to availability.

Timetables:  Our ability to meet timetables depends on your giving us access in good time to all the information or resources we need from you. If you are late with information or resources, we reserve the right to reschedule Services or you may simply have lost that period of support. There is no automatic right to roll over support from an earlier period.

Availability:  Our normal working hours are displayed on our web site, and/or set out in the Engagement Letter. Availability outside these hours cannot be guaranteed without agreement in advance, and work outside those availability hours will be subject to additional work surcharges. We are not available over the weekend or on Bank and Public Holidays unless expressly agreed.

Accuracy and sign off:  While we do everything we can to ensure the accuracy of the work we do for you, the final sign off rests with you and it is your responsibility to check the work.

FEES, PAYMENTS AND EXPENSES
Fees and expenses are charged in accordance with the Engagement Letter. Out-of-pocket expenses (including travel) will be charged as an additional charge. Where applicable VAT will be charged at the appropriate rate. 

Out-of-hours surcharge: Normal hours of work and availability are set out in the Engagement Letter form. For emergency work outside these hours, an additional rate may be applied as set out in the Engagement Letter form or 150% of the hourly rate fee for time-based Engagement Letters (or the equivalent).

Urgent work surcharge: For urgent work given at less than 24 hours’ notice, an urgent work rate may be charged at the rate set out in the Engagement Letter, or, if none, at 150% of the hourly rate fee for time-based Engagement Letters (or the equivalent).

Urgent out-of-hours work: Out of hours and urgent work rates may both be charged for the same work if it is both urgent and out of normal hours. We will apply the out-of-hours work surcharge to the normal hourly rate and then the urgent work surcharge to the resulting out-of-hours rate.

Fixed fee work: Where the Engagement Letter is for a fixed fee retainer or project, additional work outside the scope of the original Engagement Letter will be charged at our normal hourly rate (subject to Clauses 6.b to 6.d above) unless stated otherwise in the Engagement Letter.

Deposits: Deposits are due for payment before work commences. The non-payment of a deposit may delay starting the work even if you have accepted the terms and asked us to start. Payment means when cleared funds appear in our bank account.

Timely Payment: Payment is due as set out on the Engagement Letter or if not specified there within ten calendar days from the date of our invoice. If you do not pay by the due date, we may suspend further work and reschedule further work when payment has been made. Additional charges may be levied for PayPal, credit card payments, specific payment methods – see Engagement Letter.

Interest on overdue payments: We reserve the right to charge interest on overdue amounts at the rate set out in the Engagement Letter, or where the Engagement Letter does not specify a rate, interest at the rate of 3% per month (equivalent to unauthorised overdraft rate from the bank). Subsequent payments will be applied to interest and finance charges first, and then applied to fees/costs outstanding.

Lien: Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

Additional work: Any time and expenses incurred in responding to your requests for Services outside the scope of the Engagement Letter, or to audit data for GDPR compliance, or in complying with an external legal or professional body’s requirements to disclose information or submit to audit may result in charges at our normal hourly rate (or the equivalent) for the work incurred.

After termination: Upon termination of an Engagement Letter further time-based charges may be incurred in handing over, returning, data, or responding to enquiries. This would be charged at our normal hourly rate or the equivalent.

Post-termination data storage charge: If you specify that we should securely store data for you in our software or systems for longer than six weeks after the termination of an Engagement Letter, we reserve the right to charge for this storage and securing at the rate of 300GBP a year or such other amount as specified in the Engagement Letter.

We have quoted our fees on the basis of a business-to-business arrangement where we are entitled to be paid our fees without deductions and with the addition of any applicable VAT or sales tax to be paid by you. If there is any other applicable tax or duty, including international withholding taxes, levied with respect to our invoices, those amounts shall be payable in addition by you.

Time-based Engagement Letters only: Time-based Engagement Letters are charged in 15-minute slots, so a five-minute call may incur a 15-minute charge if this is a unique call during the day. Fees will be subject to a minimum one-hour charge on days when work is required.

We have some software and equipment we use at no additional charge to you. But where we need license fees or usage fees to provide support for you, we will charge you the cost of any licenses you have authorised us to purchase. We will normally provide all equipment needed to perform the Services. We will set out in the Engagement Letter (or Engagement Letter amendments) what they are and whether they are chargeable to you. 

RIGHTS TO USE / COPYRIGHT
The Rights in work done under any Engagement Letter shall be ours. Upon payment of our fees and charges we will assign to you the Rights in Materials uniquely created under the Engagement Letter. We agree to sign any further documents needed to complete the transfer of those Rights to you. This will not include the Rights to any templates or structures or methodologies that we used to create Materials.
Information and documents which we provide to you remain our absolute property unless and until Rights are assignable to you under clause 7a above.
You promise not to breach any third-party rights nor use any third party confidential or restricted information when sending us material to work on. You will indemnify us for all costs, claims and expenses arising from third party assertion that their rights have been infringed. 
We will keep full records of the work that we have done for you. 
We will not access, use, copy, distribute or publish any part of any information, data or documents created uniquely for you (once paid for), for our own or any other person’s benefit or purposes.
If we are using our accounting system to support Services to you, at termination we will assist you in transferring the data/accounts to your system or your new bookkeeper’s/ accountant’s system. This may result in further charges.

POLICIES AND PROCEDURES
Resolving problems:  We are committed to providing you with a high-quality service that is both efficient and effective. If there is anything about your project that is not going as you want, or if you have any query or complaint, please speak to us straight away, escalating matters to the highest levels in our organisation as needed. 

Health and Safety:  When working at our own premises, we are responsible for our own health and safety.

Working at your premises:   We may from time to time work at your premises and be covered by your health and safety policy. 

Personal Data: We handle Personal Data in accordance with our data privacy policy. 

Personal Data transfer outside the UK: Where an Engagement Letter involves the transfer of Personal Data outside the EU/EEA, you and we will enter into and be bound by a UK International Data Transfer Agreement.

CONFIDENTIAL INFORMATION
Your information and our confidentiality obligation: By the very nature of the work we do, you will be sharing some Confidential Information with us. We will only use Confidential Information that you send us to perform the Services set out in the Engagement Letter, or if we are required to disclose it by law we will do as required.
We may keep some Confidential Information to keep a record of what we did for you.
We will keep personal data in line with our data retention policy (a copy of which can be found with our data privacy policy).
Our employees and sub-contractors are bound by our client confidentiality and security terms.

Documents and information:  We will need to agree with you a safe and secure system of you sending us your confidential documents and information (and us returning them to you). We are not liable for data that is not securely transmitted to us.

Retention of papers: While certain documents may legally belong to you, we may destroy correspondence and other papers that we store, electronically or otherwise, which are more than seven years old. This includes your documents if they have not been reclaimed by you within the seven-year period. You must tell us if you require the return of any specific document or their retention for a longer period.

Log-ins: Where you wish us to access systems that contain information that identifies living individuals, you should provide us with a unique log in to your existing software platforms and systems. Where multi-user log ins are not available you will securely share passwords through password lockers and change those passwords at appropriate intervals. 

Back-ups: Note that we may make and keep temporary backups to ensure continuity of service.

DATA PRIVACY
We will process your own Personal Data in line with our data privacy policy.
When you want us to access or use Personal Data about someone other than you (3rd party data), you must have completed the appropriate Data Processing Form and send a copy by email from your usual business address. While processing personal data in the provision of Services, we will be acting as ‘data controller’ to the extent that we are determining how to process that data in accordance with our professional responsibilities. In all other cases we process data as ‘data processor’ and you are the ‘data controller’. 
We will process 3rd Party Data on your behalf only in response to your written instructions (which may be in the Engagement Letter, Data Processing Form, or in separate email or document) except where we are required by law to do so.
We are subject to a duty of confidence (see Clause 9.a and Clause 4.d (in relation to our team)).
We will take appropriate measures to ensure the security of our Processing of your 3rd Party Data.
We will assist you in allowing 3rd parties to exercise any of their Data Privacy rights (including subject access). This will result in additional time-related charges (see Clause 6 above).
We will apply the security measures you set out in the Data Processing Form for protecting and securing your data.
We will email you if we become aware of a Personal Data Breach. We will assist you in your investigations in establishing how this occurred. We will assist you, as you may reasonably require, in meeting your Data Privacy obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. This will result in additional time-related charges (see Clause 6 above)
On written request by you, we will delete or return all 3rd Party Data supplied by you or assembled by us in the course of delivering Services to you. This will result in additional time-related charges (see Clause 6 above).
Unless the Data Processing Form specifies otherwise, we may delete all 3rd party data supplied by you from systems within our control within six months of the end of the Engagement Letter without returning copies to you; we will not remove data from systems you have given us access or log-ins to, since those systems will remain under your control and we would expect you to be removing our access to them after the end of an Engagement Letter.
If you wish us to store 3rd Party Data beyond the termination of the Engagement Letter and the six-month run on, you must specify this in the Data Processing Form. This will result in additional time-related charges (see Clause 6 above).
You may audit and inspect how we handle your 3rd party data. We will provide you with whatever information you need to ensure that the relevant Data Privacy obligations are being met; this will result in additional time-related charges (see Clause 6 above).
We will tell you immediately if we believe we are asked to do something infringing Data Privacy law. We are not legal experts, and it is up to you to take appropriate legal advice on how to comply with Data Privacy rules and regulations.
If you have instructed us to do something we believe is not within the law, we may take external advice and we reserve the right to follow it.
If you direct us to ignore such external advice, we may require a deposit from you against the likelihood of fines or other action being taken against us. We may specify such sum as we think is appropriate.
It is always your responsibility to specify suitably secure platforms and processes and to share data with us in a secure way.

RESTRICTION AND LIMITATION
No poaching: Whilst working with us, you may be working with our associates and employees who support us. They are all under contractual terms that prohibit them from working directly for our clients other than through us, and you must not participate in them breaching their obligations to us. If you want one of our team to work directly for you, we would consider releasing them from their contractual obligations for a suitable fee representing the all-in cost of locating, recruiting and training a substitute and our loss of profit during this period.

Force majeure: We will not be liable for any delay or failure in performing our hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond our reasonable control (hereinafter, an “event of force majeure”) provided the same arises without our fault or negligence.  If we intend to invoke an event of force majeure to excuse any liability, we will:


notify you of the manner and extent to which our obligations are likely to be prevented or delayed;
immediately notify you when the event of force majeure ceases to apply; and
use our reasonable endeavours to minimise the effects of any event of force majeure.

Indemnity: You will indemnify us against any fines, costs, expenses, losses or other harm that comes to us from following any unlawful instruction or instruction to act in an unlawful way that was given by you.

Limitation of liability:  Our fee rates are determined on the basis of the limits of liability set out in the next four paragraphs. You may request that we agree to a higher limit of liability (provided insurance cover can be obtained therefor) in which case our fee rates may be adjusted, or an additional charge may be made.
There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of services.
We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims, wasted expenditure, and any other pure economic loss arising out of or in connection with our agreement.
Our aggregate financial liability to you shall not exceed the pro rata fees paid for the action(s) which gave rise to such liability.
Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.

TERMINATION
Engagement Letters end on the completion date specified in the Engagement Letter or on completion of the work whichever is earlier.

Termination for convenience: Either of us may terminate this agreement and further work under an Engagement Letter by giving not less than 21 days’ notice in writing to the other party, except where you fail to cooperate with us or we have reason to believe that you have provided us or HMRC with misleading information, in which case we may terminate this agreement immediately.

Summary termination: Either party may terminate an Engagement Letter summarily at any time by giving notice in writing to the other party if:


the other party commits a material breach of agreement and such breach is not remediable;
the other party commits a material breach of agreement which is not remedied within 14 days of receiving written notice of such breach and requiring its remedy from the injured party; 
any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Engagement Letter or receive any benefit to which it is entitled; or
the other party is subject to any procedure or takes any action relating to their potential insolvency or winding up or being placed into administration or entering into a creditors’ voluntary arrangement or any other process reasonably indicating to the first party that the other party will not be able to meet its obligations under the Engagement Letter as they fall due.

Accrued rights: Terminating an Engagement Letter shall not affect rights and obligations already accrued prior to termination.

Your papers and information: When we cease to act for you, we will seek to agree the position on access to cloud-accounting records to ensure continuity of service. This may require you to enter direct engagements with the software providers and pay for that service separately. Documents and records relevant to your tax affairs are required by law to be retained for some years – see HMRC website for details.

Post-termination work: Any work done after termination of an Engagement Letter or this agreement will be charged at the normal hourly rate or equivalent. This will include responding to emails, returning information, finding information, or any other action taken as a result of an email or telephone call from you or the workgroup normally assigned to give instructions to us. If you wish to avoid this, please remove us from all email groups and email correspondence and make no further requests for action or information. Termination of an Engagement Letter will not invalidate such charges and invoices should be paid in accordance with these Terms.

DEFINITIONS, INTERPRETATION AND LAW
In these Terms, the following words or phrases have the meaning set out in this clause.
“Engagement Letter”          an agreement that we will supply Services on specified occasions and/or with a specified outcome as set out in an Engagement Letter Form or in a formal proposal.
“Clause”                          a numbered clause of these Terms of Business.
“Confidential Information”   all information:
that we discover because of or through our connection with you; and
which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).
However, Confidential Information does not include information that is openly published by you, or information that is publicly available without breach of our confidentiality obligation.
“Data Privacy”                  refers to applicable provisions governing the processing of personal data, as amended or varied or replaced from time to time, including the Data Protection Act 2018, the EU General Data Protection Regulation 2016/679, the e-Privacy Directive 2002/58/EC, and the Privacy and Electronic Communications (EC Directive) Regulations 2003. 
“Data Processing Form”       the Form completed by you setting out the framework of the processing of personal and other data required by the Engagement Letter.
“including”                       the word “including” shall not imply any limitation on the generality of the concept or thing of which examples are being given.
“Materials”                       means written, audio and visual materials used or produced in the course of or to support delivery of Services, including reports, notes, case studies, explanatory material, calculations, specifications, reports, flow charts, plans, and reference material.
“UK International Data Transfer Agreement”       a separate agreement between the parties in a form approved by the Information Commissioner’s Office for the cross-border transfer of Personal Data.
“Personal Data”                 information about identifiable living individuals.
“Personal Data Breach”       breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or other unauthorised Processing of Personal Data.
“Processing”                     when applied to personal data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it.
“Rights”                          includes:
intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and 
the right to apply for or register any such protection, and
all rights relating to trade secrets and other unpublished information.
No waiver: If we or you delay or fail to enforce any term of an Engagement Letter or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.
“Services”                       the work to be supplied or the outcomes to be achieved by us, as set out in an Engagement Letter. 
“3rd Party Data”                personal data about an individual other than you which is supplied by you to us.
“You”                             refers to the person, firm or organisation for whom Services will be performed by us.
“We” and “us”                  refers to the person, firm or organisation agreeing to provide Services.

Severability:  If any provision or part of a provision of an Engagement Letter or these Terms is unenforceable, word(s) shall be struck from the agreement to the minimum extent necessary to make the agreement enforceable and this shall not affect the enforceability of the other provisions of the agreement.

Third party rights: The advice and information we provide in Services is for the sole use of our client and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the Engagement Letter is not addressed, for any advice, information or material produced as part of our work for you that you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.

Entire agreement: This Agreement and the documents referred to in it (the ‘Contractual Documentation’) constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement, whether oral or in writing.  The parties agree that neither of them have been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in the Contractual Documentation.  The only remedy available to the parties in connection with any statements, representations, warranties and understandings expressly set out in this Agreement shall be for breach of contract as provided in this Agreement.  Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.

Law and jurisdiction: This Agreement is governed by the law of England and Wales and subject to the exclusive jurisdiction