Terms and Conditions
Thank you for accessing our Service at www.workgaps.com, or www.workgaps.co.uk or through the WorkGaps application on your mobile device (jointly hereafter referred to as the “Website“ and or “Services”). Please read this Agreement carefully as it governs your use of the Service.
The Service is for use in the United Kingdom only. You must not access the Service from any other jurisdiction. You are responsible for all compliance with laws and regulations which apply to you.
We are WorkGaps Ltd. Our registered company number is 9264996 and our registered address is WorkGaps Ltd, Liberty House, Greenham, Business Park, Newbury, Berkshire, RG19 6HS. Where we refer to ourselves in this Agreement, this is also taken to include (where the context allows) our group companies, affiliates, and our and/or their employees, associated and contracted persons, and persons supplying services to us or them. You can contact us via our online contact form.
Where we refer to you in this Agreement, this also includes any person that accesses or uses our Service on your behalf in order to receive information which will assist them in finding, managing, and communicating between parties for the purpose of finding and managing employment.
We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website.
The Website is an online venue where Users buy and sell Seller Services and items. Buyers and Sellers must register for an Account in order to buy or sell Seller Services and/or items. The Website enables Users to work together online to find, engage, manage and communicate engagements and contracts of employment and to use the services that we provide.
The “Service” consists of the Website, our Apps, any pages we operate on third party social media applications, and the content and services we make available through them via the internet, mobile devices including smart phones and tablets, and/or interactive television devices and services, together with the provision by us of associated information, products and services by e-mail, telephone, fax or mail.
You will not use the WorkGaps website if you:
- Are not able to form legally binding contracts; or
- Are under the age of 16; or
- A person barred from, or not eligible to receive and render services under the laws of the United Kingdom; or
- Are suspended from using the WorkGaps website
Users may provide a business name or a company name, which is to be associated with the User’s Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
We may, at our absolute discretion, refuse to register a person or corporate entity as a User.
REPRESENTATIONS AND WARRANTIES
By Registering to use, and by using the WorkGaps website, you represent, warrant, and convenant that
- you will only register to use, and use the WorkGaps website, for the intended uses of the WorkGaps website described herein;
- you will not directly or indirectly solicit, recruit or engage as employees or contractors any Clients, Workers, or other User’s Internal Users, including by using any other electronic website that seeks to connect independent contractors with companies or individuals looking to hire independent contractors;
- you will not contact or solicit any User for the purpose of circumventing the services available through the WorkGaps website for the duration of your registration on the WorkGaps website and for a period of two years thereafter (or, if such time period is too long to be enforceable in your jurisdiction, the longest period of time that is enforceable);
- you will pay WorkGaps a fee of 5% of the first-year annual salary of any person that you hire as a full-time employee that you were introduced to through the WorkGaps website;
- you have and will maintain, at all times, adequate insurance coverage (including general liability coverage and Workers’ compensation coverage) as required by applicable law in the appropriate jurisdictions;
- you possess the skill sets, experience, and expertise and, if you are an individual, the good character, described in your User profile; and
Further, in using the WorkGaps service, you represent and warrant that your content:
- will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
- will not violate any law or regulation;
- will not be defamatory or trade libellous;
- will not be obscene or contain child pornography;
- will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons
- will not contain material linked to terrorist activities
- will not include incomplete, false or inaccurate information about User or any other individual; and
- will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside of the UK and the EU. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and Services and may close your Account.
Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you have specific questions about any matter you should consult your professional adviser.
- We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
- The Website may contain links to other third party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies or performance of the websites we link to from the Website. Use of third party content, links to third party content and/or websites is at your risk.
PROPRIETARY SERVICE AND INTELLECTUAL PROPERTY RIGHTS
The WorkGaps website is proprietary to WorkGaps. Except with respect to content uploaded to the WorkGaps website by you (“User Content”), as between you and WorkGaps, WorkGaps has sole and complete ownership of the WorkGaps website, all content thereon and all intellectual property rights therein. As such, you will not:
- create or operate any website, site or business that is based in whole or in part on the processes or content on the WorkGaps website, without the prior written consent of WorkGaps;
- copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the WorkGaps website without prior written consent from WorkGaps;
- reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the WorkGaps website; or
- injure the WorkGaps website in any way, including through the creation or deployment of any virus or corrupted data or copying the WorkGaps website or hindering the functioning of the WorkGaps website.
Subject to your agreement with and continued compliance with this Agreement, WorkGaps hereby grants you a limited, non-exclusive, revocable, non-transferable license to use and access the portions of the WorkGaps website that you are authorized and eligible to use and access. This limited license is revocable by WorkGaps at any time without notice and with or without cause. All rights not expressly granted by the WorkGaps are reserved.
You hereby grant WorkGaps a non-exclusive, worldwide, transferable, fully-paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your User Content for any purpose in connection with the WorkGaps website.
WorkGaps has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to WorkGaps for its internal business purposes, including without limitation for research and marketing, product enhancement and statistical analysis. WorkGaps has the right to access your location via your mobile device and provide such information to actual or potential Clients and other Users of the WorkGaps website.
WorkGaps has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any information existing on or transmitted to the WorkGaps website that it, in its sole discretion, believes:
- is unacceptable or in violation of this Agreement,
- may create liability for WorkGaps or its Users, or
- may cause WorkGaps to be in breach of its agreements with third-party service providers, including its internet service providers.
WorkGaps may share the information in your account with any other User on WorkGaps.
FEES AND SERVICES
We charge fees for certain services, such as on hiring, and in managing staff through, but not limited to, rotas, schedules, check-in, check-out, and communication and messaging services. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges, which we may change from time to time and will update you by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post the temporary promotional event or new service on the Websites. We may choose to offer preferential, discounted or differentiated terms to chosen customer at WorkGaps discretion and have no obligation, implied or otherwise, to offer such terms to other parties.
Unless otherwise stated, all fees are in British Pounds Sterling.
Value Added Tax will be included within the price of all Services delivered as applicable by law.
PAYMENT ADMINISTRATION AGENT
You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate or a third party as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent’s negligence and/or acts beyond the authority given by WorkGaps.
WorkGaps may display your company name and logo, images and other media, and public description of your jobs and profile as part of WorkGaps marketing and/or advertising materials related to the WorkGaps website, unless you have explicitly instructed WorkGaps not to do this.
When you give us content, which shall include, but not be limited to, all information entered in relation to your profile, work history, references, skills, qualifications, and references, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty free right to exercise any and all copyright, trademark, publicity and database rights you have in the content, in any media known now or in the future.
You acknowledge and agree that: (1) we only act as a portal for the online distribution and publication of User content. We make no warranty that User content is actually made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and (3) any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your User content at our sole discretion.
FEEDBACK, REPUTATION & REVIEWS
You acknowledge that you transfer copyright of the feedback, reputation and reviews you leave consisting of comments and a rating. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the WorkGaps feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.
Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Services via the Website. You may not use your Hirer or Worker feedback (including, but not limited to, marketing or exporting your any or all of your composite rating or feedback comments) in any real or virtual venue other than a website operated by WorkGaps or its related entities without our written permission.
WorkGaps does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness or quality thereof. WorkGaps cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Worker to fulfill its obligations under any Job, or the ability or willingness of any Client to fulfill its obligations with respect to a Job, shift or assignment including that Client’s ability to provide payment in a timely manner. Consequently, it is your responsibility to verify the identity of any other User and that User’s suitability with respect to a Job including such User’s ability to provide payment in a timely manner. WorkGaps’ website may contain links to websites operated by third parties: These links are for convenience only and WorkGaps is not responsible for their content, privacy policies nor is the link an endorsement of any linked material. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WORKGAPS WEBSITE, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE WORKGAPS WEBSITE AND SERVICE RESIDES WITH YOU AND OTHER USERS. WORKGAPS HEREBY DISCLAIMS ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COVENANT NOT TO SUE & LIMITATION OF LIABILITY
You acknowledge and agree that WorkGaps shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Worker’s work, a Client’s payment of fees and expenses, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against WorkGaps, any lawsuit, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User.
If you are dissatisfied with the Service, or the terms of this Agreement, your sole remedy under this Agreement shall be to discontinue use of the Service. In the event that your dissatisfaction arises due to an act or omission by us constituting a material breach of this Agreement, you may also claim a refund of the fees paid by you in consideration for the Service in the twelve months prior to the occurrence of the circumstances constituting such material breach.
Other than as set out above in this Limitation of Liability section, and notwithstanding any other provision of this Agreement, we shall not be liable in contract, tort, negligence, statutory duty, misrepresentation or otherwise, for any loss or damage whatsoever arising from or in any way connected with this Agreement.
We shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, loss of data, or any other pecuniary loss (even where we have been advised of the possibility of such loss or damage).
Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise and any liabilities arising from them are hereby expressly excluded to the extent permitted by law.
Without limiting the foregoing, we shall have no liability for any failure or delay resulting from any matter beyond our reasonable control.
We cannot guarantee the day or time that we will respond to any email, telephone or written enquiries or Website form submissions.
Each of the provisions of this Clause shall be construed separately and independently of the others.
IN NO EVENT WILL WORKGAPS BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE WORKGAPS WEBSITE OR SERVICES PROVIDED OR PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU AGREE THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF WORKGAPS, THAT WORKGAPS’S LIABILITY SHALL BE LIMITED TO THE TOTAL SUM OF FEES ACTUALLY RECEIVED BY WORKGAPS FOR THE ASSIGNMENT, AND ONLY THAT ASSIGNMENT, THAT CAUSED SUCH LIABILITY.
You must not post your email address or other contact information on the Website, except in the “email” field of the signup form, at our request or as otherwise permitted by us on the Website.
Unless you have a prior relationship with a User, you must only communicate with Users via the Website, including by using the Project message board, inbox private messaging or chat facilities. Unless we provide a User’s contact information through a feature or function available through the Website, you must not, and must not attempt to, communicate with other Users in respect of Projects through any other means such as, but not limited to, email, telephone, Skype, ICQ, AIM, MSN Messenger, GTalk and Yahoo.
We may read all correspondence posted to the Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud and for risk management and related purposes.
You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources.
You must also, at our request, provide copies of identification documents (such as your drivers’ licence). We may also ask you to provide photographic identification holding a sign with a code that we provide as an additional identity verification step.
We reserve the right to close, suspend, or limit access to your Account, the Website and/or WorkGaps Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.
REPRESENTATIONS OF CAPABILITIES
Offers of work, issued through the WorkGaps Website, that include a description of the services needed, a broad time when the services can be performed, a location where the services is to be rendered, in exchange for specified payment are hereinafter referred to as “Jobs”. Clients shall communicate Jobs in clear, simple language and with sufficient specificity to enable Workers to make informed decisions about whether or not to accept the Job. Clients shall provide a description, instructions and attach documents where necessary, as well as location and pricing information. A Client may create a test, survey, group, Job or other content for Workers and in which event the Client shall be responsible for ensuring that such content is lawful both in terms of substance and as administered.
Workers shall provide adequate information about their capabilities to perform the Job requested. Workers will accept only those Job that they are capable of completing in a timely fashion and in accordance with the Job specifications.
In the event that a User must cancel a Job, such User will contact any affected User as soon as possible. Additionally, such cancelling User may be subject to a cancellation fee and/or other sanctions as determined appropriate by the User who sent the affected Job.
We reserve the right at all times to edit, refuse to post, or to remove from the Service any information or materials for any reason whatsoever, and to disclose any information we deem appropriate to satisfy any applicable law, regulation, legal process, police request or governmental request.
We reserve the right to terminate the provision to you of the Service or restrict your access to the Service at any time without notice for any reason whatsoever (provided that no further fees shall accrue for terminated Service after the date of such termination).
Without prejudice to the generality of the above, we reserve the right to terminate the provision to you of the Service or restrict your access to the Website at any time without notice in the event that we suspect you to be in material breach of any term of this Agreement (which shall include, without limitation, where payments due from you are overdue by 14 days or more).
We reserve the right to modify or discontinue temporarily or permanently all or part of the Service with or without notice without liability for any modification or discontinuance.
We may vary the terms of this Agreement from time to time and shall post such alterations on the Website. If you do not agree to the changes made to the terms of this Agreement then you have the right to stop using Service, and should do so immediately. Your continued use of the Service after the date the changes have been posted will constitute acceptance of the amended Agreement.
Accounts which are opened but remain unused result in wasted costs being incurred by us to support those accounts. In the event that your account remains inactive for a period exceeding 30 days, we may at our discretion give you written notice of our intention to discontinue Service provision on that account. If we do not receive confirmation from you that the account is required within 14 days of the date of our notice to you, and you have not re-commenced use of the account within a further 14 days, we may discontinue Service provision on that account and retain any sums which remain standing to it as at the date the Service is discontinued to cover our administrative and other costs.
DISPUTES WITH USERS
You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any Job that you will first attempt to resolve any differences that you have in relation to such Job, including in relation to the quality of the services provided.
If you continue to have any difficulties or problems in relation to a dispute with another User in relation to a project we encourage you to contact us as set out on the Website.
You agree that any dispute arising between you and another User will be handled in accordance with this clause. WorkGaps will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, WorkGaps shall have the right to request the Hirer and the Worker to provide documentation in support of their claim or position in relation to the dispute. You agree that WorkGaps has absolute discretion to accept or reject any document provided. You also acknowledge that WorkGaps is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold WorkGaps and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading.
In relation to disputes with any other users of the Website, you hereby agree to indemnify WorkGaps from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute, our determinations or the use of the Dispute Resolution Services.
DISPUTES WITH WORKGAPS
If a dispute arises between you and WorkGaps, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by using our customer support website or emailing us at suppor[email protected].
All claims you bring against WorkGaps must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, WorkGaps may recover its legal fees and costs, provided that WorkGaps has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, WorkGaps will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
WorkGaps failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
ACCESS & INTERFERENCE
You agree that you will not use any robot, spider, scraper or other automated means to access the WorkGaps Website for any purpose without our express written permission.
Additionally, you agree that you will not:
- take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
- interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the WorkGaps Website or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the website’s without the prior express written permission of WorkGaps and the appropriate third party, as applicable;
- interfere or attempt to interfere with the proper working of the website’s, services or tools, or any activities conducted on or with the website’s, services or tools; or
- bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website, your Account or the Services and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unathourised access of your account resulting from your failure to secure your password.
LIMITS & FRAUD PREVENTION
We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction (e.g. paid a Milestone Payment using a stolen credit card) it will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.
We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:
- we believe there may be a high level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
- we believe that the beneficiary of the payment is someone other than you;
- we believe that the payment is being made to a country where we do not offer our Service; or
- we are required to do so by law.
If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favour, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favour, we may remove the funds from your Account.
RETURNS AND REFUNDS
WorkGaps Ltd does not operate an ongoing contractual tie-in and as such you are free to cancel your service with WorkGaps Ltd at any point. You will be charged for any services you have used and delivered up to the point of account termination.
For example, if you have offered a job to a Worker through the WorkGaps platform, you are considered to have used and benefited from the Services offered by WorkGaps Ltd and that WorkGaps Ltd has fulfilled its service deliverables. Any charges relating to this transaction are not refundable.
For the management of your workforce, invoices are raised at the end of every calendar month based on the numbers of Workers that have fulfilled a work activity in that calendar month. WorkGaps Ltd will be considered to have fulfilled its service deliverables for each Worker that has either started or completed a job activity in that calendar month. Refunds are not available where the Service is considered to have been delivered.
In the event of WorkGaps Ltd failing to complete its service deliverables, you are entitled to claim a refund within 7 days of the date of the transaction claimed. A refund will be processed by WorkGaps Ltd within 28 days of acceptance.
Clause headings are inserted for convenience only and shall not affect the interpretation of this Agreement.
If any provisions hereof are held to be illegal or unenforceable such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated, in which case it shall terminate without giving rise to further liability.
You may not assign, transfer or sub-contract any of your rights hereunder without our prior written consent. We may assign, transfer or sub-contract all or any of our rights at any time without consent.
No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent us from acting upon any continuing or subsequent breach or default.
Nothing herein shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.
Notwithstanding any other provision in this Agreement a person who is not a party hereto has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce the terms of this Agreement.
This Agreement shall be subject to the laws of England and the parties shall submit to the exclusive jurisdiction of the English courts.