Last Updated: August 2018
- “Accepted Prepaid Job” means when the Customer’s request for a Prepaid Job has been accepted by a Pro and the relevant Prepaid Job Amount has been paid;
- “Accepted Job” means a Job where Your Quote has been accepted by the Customer and the relevant deposit has been paid;
- “Agreement” means these Pro Terms;
- “Charges” means all applicable amounts payable by You to Plentific as defined in clause 5 of this Agreement;
- “Confidential Information” means confidential information as defined in clause 11 of this Agreement;
- "Credit" means a unit (which has no monetary value) issued by Plentific which is used by a Pro to Express Interest in a Job;
- “Customer” means any person who submits or books a Job via the Website for Pros to Quote on;
- “Customer Terms” means the Plentific Customer Terms found at https://plentific.com/terms/customer-terms/;
- “Effective Date” means the date on which You first log into the Website;
- “Expressing Interest” means contacting or messaging a Customer who has posted a Job via the Website;
- “Installation Services” means any Services provided to the Customer under the terms of clause 13 of this Agreement.
- “Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights to any domain names, registered designs, patents, trademarks, trade names, signs and other designations (provided the foregoing are of a proprietary nature), as well as all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights;
- “Job” means a request for Services posted by the Customer via the Website;
- “Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Plentific. In deciding whether any breach is material no regard shall be had to whether it occurs by accident, mishap, mistake or misunderstanding;
- “Payment Facility” means the online payment facility available via the Website provided by Leetchi Corp. S.A., trading as MangoPay (“MangoPay”). MangoPay is a company incorporated under Luxembourg law with Luxembourg company number B173459. Leetchi Corp S.A. is a subsidiary of Crédit Mutuel Arkéa and possesses an e-money issuer licence (No:W00000005) as from 10 December 2012 under the laws of the EU and Luxembourg and granted by the Luxembourg CSSF;
- “Plentific” means Plentific Ltd, a company registered in England and Wales under company number 08275972 and whose registered office is 1st Floor, 16-24 Underwood Street, London, N1 7JQ with VAT registration number GB162348022;
- "Prepaid Job" means a fixed price Service available to Customers;
- "Prepaid Job Amount" means a fixed fee payable by the Customer in relation to a Prepaid Job;
- “Pro” means the person or entity who registers to provide Services via the Website to Customers;
- “Pro Content” means any information, documentation, equipment, software, photographs or other material (which may include the Pro name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s);
- “Pro Page” means the section of the Website (including the Pro’s Plentific “homepage” and each page for the Pro’s Services offered via the Website) along with any applicable page(s) and contents of the Pro’s own website(s);
- “Services” means the services provided by You to the Customers;
- “Service Fee” means a Charge payable by a Pro in respect of all Accepted Jobs and Accepted Prepaid Jobs;
- “Shortlisting” means a process where the Customer chooses to share their contact details with a Pro by responding to a Pro Expressing Interest in the Customer’s Job;
- “Quote” means a formal statement of promise submitted by You to the Customer in respect of the provision of the Services;
- “You” means the Pro. “Your” has a corresponding meaning
- “Verified” or “Verification” means the additional checks carried out by Plentific in accordance with clause 3 of this Agreement;
- “Website” means the website at https://plentific.com/ and all the Pro Page(s), content and sub-domains contained therein;
2.1 Please read this Agreement carefully before You begin providing the Services as it will apply to Your relationship with Plentific and the Customers. We recommend that You print a copy of this Agreement for future reference. If You do not agree (or cannot comply) with this Agreement, You must not provide the Services.
2.2 The acceptance of this Agreement also constitutes Your acceptance of the the third party terms and conditions appended to this Agreement.
2.3 We expect to need to update or amend this Agreement from time to time. We will make every effort to communicate these changes to You via e-mail or notification via the Website. By continuing to use the Website, You agree to be bound by the terms of any updates and amendments implemented. However, such amendments will not affect Your Accepted Jobs or Accepted Prepaid Jobs in existence at the time of the change.
2.4 In respect of all Jobs, Plentific is acting in its capacity as operator and administrator of the Website and nothing in this Agreement shall prevent or limit You from remaining fully responsible and liable for its provision and supply of Services to the Customers.
3. ONLINE ACCOUNT AND VERIFICATION
3.1 Once You have registered in accordance with the Website Terms, You will be provided with an online account from where You will be able to respond to requests for Services.
3.2 Details of the type of online accounts currently on offer can be found on the Website. You should check the Website on a regular basis as such packages may be amended or varied from time to time.
3.3 In order to provide Quotes or communicate with Customers via the Website You must become Verified. The Verification process will require the successful submission by You and review and acceptance by Plentific of the following documents:
- Company registration number (if applicable)
- VAT number (if applicable)
- Legal representative information
- ID verification (eg: passport or UK driving license)
- Proof of address for legal representative (recent utility bill, council tax, bank statement, tax document etc.)
- Valid Public Liability and Professional Indemnity insurance policy (if applicable)
3.4Following the creation of Your online account, You will be required to provide certain information about yourself and/or Your business in order to withdraw funds via the Payment Facility. You will, promptly on request of Plentific, supply documentation and other evidence as is reasonably requested in order for Plentific to be able to carry out, and be satisfied that it has complied with, all necessary Know Your Client (“KYC”) or other similar checks.
3.5 Your Verification will require due diligence checks which will be conducted by Plentific, or by an independent third party on Plentific’s behalf. Acceptance of this Agreement constitutes Your consent to the processing of Your data for those purposes. This process involves checking the details supplied by You against those held by credit reference agencies. Scoring methods may be utilised in the Verification process.
4. EXPRESSING INTEREST, SHORTLISTING, QUOTING AND ACCEPTING JOBS
4.1 You will have an opportunity to Express Interest in any Jobs which match Your Service criteria. The number of Credits applicable in respect of each Job will be notified to You at the time You are notified of the Job.
4.2 If You are Shortlisted by the Customer, a non-refundable amount for the value of the Credits in respect of that Job will be debited from the Credits balance in Your online account. If as a result being Shortlisted the Credits balance in Your online account falls below nil You will be required to immediately purchase additional Credits, in accordance with clause 5, in installments of £25 plus VAT, until your Credits balance has been restored to at least nil. If the balance of the Credits in Your online account cannot be immediately restored to at least nil Your online account may be suspended.
4.3 Once Shortlisted You will have the opportunity to Quote for the Job. You understand that Plentific cannot influence the outcome of any particular Shortlisting and does not guarantee that You will be able to secure work for any of the Jobs for which You have been Shortlisted.
4.4 If Your Quote is accepted by a Customer, the Customer will be required to pay a deposit in order for the Quote to become an Accepted Job. On receipt of the deposit, Plentific will send You and the Customer a confirmation with the details of the Accepted Job.
4.5 When a Customer selects a Prepaid Job the first Pro to accept the Prepaid Job will connect to the Customer and create an Accepted Prepaid Job. On receipt of the Pro’s acceptance, Plentific will send the Customer and the Pro a confirmation with the details of the Accepted Prepaid Job.
5. CHARGES AND PAYMENT TERMS
5.1 You agree to pay all Charges under this Agreement as outlined below:
Plentific Pro Plan
Your subscription will begin as soon as Your initial payment is processed and will continue without renewal notice until You cancel. If You cancel within 14 days of Your initial payment, You will be fully refunded. Should You cancel after 14 days, Your payment is non-refundable and Your subscription will continue until the end of Your current billing period. Because there is no annual contract, Your monthly subscription fee is subject to change. You will be notified of any change to the current rate with the option to cancel in accordance with this Agreement. Cancellations can be made any time by contacting the Plentific Support Team at firstname.lastname@example.org or 020 3880 6738.
A Service Fee will apply to all Your Accepted Jobs and Accepted Prepaid Jobs. The rate of service fee will be between 2.5% and 20% of the amount paid by the Customer (excluding any VAT charged by You). The Service Fee in respect of Accepted Jobs will be capped at £995 plus VAT.
After a Quote for a Prepaid Job has been accepted by a Customer, in order to receive the Services the Customer must pay the specified deposit amount or the Prepaid Job Amount. All payments must be made via the Payment Facility and funds will be held in escrow until such time as the Job is completed and the final balance is paid by the Customer via the Payment Facility. Upon the payment of the final balance by the Customer, Plentific will make available to You, for withdrawal via the Payment Facility, the full amount paid by the Customer, less the applicable Service Fee. Plentific shall not be liable for any failure by the Customer to pay any amount due to You in providing the Services.
If You receive a payment for an Accepted Job through means other than via the Payment Facility You must promptly notify Plentific by email at email@example.com.
In respect of Service Fees for Accepted Jobs which have not been paid by the Customer through the Payment Facility, Plentific may in its sole discretion either:
i) retain the applicable amount from any balance due to You; or
ii) send an invoice to You for an amount based on Plentific’s reasonable estimate of the value of the Job.
Credits are available to purchase via the Website using a debit or a credit card at rates specified at the time. Credits are purchased in fixed amount packages, either as an automatic recurring purchase or a single transaction. All purchases of Credits are non-refundable and not redeemable for cash but any unused credits can carried forward.
5.2 All Charges are subject to VAT where applicable.
5.3 Plentific may at its sole discretion change the rate of any Charges by giving you 30 days notice.
5.4 For the avoidance of doubt failure to pay any Charges due in relation to this Agreement will result in the suspension or termination of Your access to the Website.
5.5 Plentific reserves the right to charge interest on all amounts due by You which are not paid by the relevant due date at the annual rate of 4% above the official base rate set by the Bank of England. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which Plentific receives the full outstanding amount together with all accrued interest.
5.6 If You commit a Material Breach of this Agreement You will not be entitled to a reimbursement of any Charges paid.
6. PRO OBLIGATIONS
6.1 You have the authority to enter into this Agreement.
6.2 You have all the necessary qualifications, trade memberships and professional experience required to provide the Services.
6.3 You will comply with all applicable laws relating to the provision of the Services under this Agreement.
6.4 You shall:
i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010;
ii) have and maintain in place Your own policies and procedures, specifically in relation to information security and privacy and to ensure compliance and enforce them where appropriate; and
iii) promptly report to Plentific any request or demand for any undue financial or other advantage of any kind received by You in connection with the performance of any Services under this Agreement.
6.5 You agree to pay all applicable Charges to Plentific promptly and to supply Services to Customers with reasonable care and skill.
6.6 You must inform us immediately if You cease to provide any of the Services or if You increase, diversify or change the Services which You provide in any way.
6.7 In respect of all Accepted Jobs and Accepted Prepaid Jobs, You must comply with the cancellation policy set out in the Customer Terms.
6.8 If a Customer is not at the agreed address at the time stipulated for an Accepted Job or an Accepted Prepaid Job and as a result You are unable to perform the Services then the Customer will be subject to a minimum call-out fee. Please follow this link in order to find out more information on the minimum call-out fee and any other cancellation related charges https://plentific.com/help/
6.9 If a You cancel an Accepted Prepaid Job, You will be subject to a cancellation fee of £25 plus VAT. Any cancellation of an Accepted Prepaid Job will constitute a Material Breach of this Agreement.
6.10 If the Customer has not accepted a Quote or paid the deposit, You may cancel Your Quote at any point before it becomes an Accepted Job. You must contact Plentific and the Customer before making such a cancellation.
6.11 Rescheduling Jobs:
i) In the event that You are unable or unwilling to fulfil an Accepted Job or Accepted Prepaid Job, You shall refund the Customer the full amounts received from the Customer in respect of the Job.
ii) If the Customer wishes to change the date and/or time of an Accepted Job or Accepted Prepaid Job following the expiry of the cancellation period in accordance with the Customer Terms, You will have the opportunity to amend and resubmit to the Customer for acceptance a revised Quote for the Services.
iii) You will not be able to change the date and/or time or contact the Customer to change the date and/or time for an Accepted Prepaid Job. With this in mind You should therefore only accept a Prepaid Job if You are able to perform the Services on one of the date and time options requested by the Customer.
6.12 You must tell the Customer if, following inspection, elements of the Prepaid Job will need to be changed (for example if You believe the Prepaid Job will require an extension of the time limit specified or if additional material costs (including parking fees) are required). You must first obtain the Customer’s consent before actioning any amendments to the Prepaid Job. Any agreed changes between You and the Customer and subsequent amendment to the Prepaid Job Amount must be notified to Plentific by You via the Website and invoiced to the Customer for payment via the Payment Facility. Any breach of this clause will constitute a Material Breach of this Agreement.
6.13 You are responsible for ensuring that all Pro Content that is published or provided to Plentific to publish on the Website is accurate, correct and not misleading. You should always ensure that You have the right to use any photographs uploaded. Any breach of this clause will constitute a Material Breach of this Agreement.
6.14 In relation to all Jobs, You are responsible for obtaining Customer acceptance for any of Your own Pro Terms and Conditions before the commencement of the Services, provided that such Pro Terms and Conditions are compliant with the Customer Terms and this Agreement. In the event of any inconsistency the following order of precedence will apply:
i) this Agreement;
ii) the Customer Terms;
iii) the Pro Terms and Conditions;
6.15 It is particularly drawn to Your attention that a Customer, as a matter of law, will not be bound by any terms and conditions in respect of a Job if those terms and conditions were not brought to their attention prior to the commencement of the Services. You should bear this in mind when creating the Pro Content to include on Your Pro Page. It is preferred by Plentific that additional terms and conditions are included directly within the relevant Pro Page but if this is not reasonably possible then You may provide a link to a self contained web page which sets out those terms and conditions clearly. Such self-contained web pages must:
i) be no more than a single click away from Your Pro Page; and
ii) must not link directly or indirectly to any other website or web pages (including Your own website).
6.16 You shall not solicit Customers to accept Quotes or Prepaid Jobs otherwise than through the Website.
6.17 Where a Customer Posts a Job or requests a Prepaid Job and You encourage that Customer to cancel and make a separate booking directly with You, or You provide a Quote outside the Website, this shall constitute a Material Breach of this Agreement. In such circumstances Plentific shall be entitled to recover from You the Service Fee which would have been due under this Agreement. Where Plentific does not know the Service Fee that would have been due then it shall act reasonably, taking into account the information available to it through the Website, in estimating the value of the Job.
7. CUSTOMER SERVICE AND COMPLAINTS
7.1 You shall use Your best endeavours to provide quality Services to Customers and shall promptly deal with any enquiries, matters or issues relating to Jobs including dealing with Customer complaints.
7.2 You shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Services.
7.3 Plentific shall refer any Customer complaints it receives to You and You shall acknowledge all complaints with the Customer within 48 hours of receipt, whether the complaint has come directly from the Customer or via Plentific.
7.4 You shall make all efforts to reach a resolution to any complaints from the Customer within 14 days of their receipt by You and keep Plentific generally informed of the progress and status of any complaints.
7.5 You hereby acknowledge and accept that the Website includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences in relation to the Services provided by You. You should note that this reviewing platform may not be opted out from and may from time to time contain negative reviews and/or feedback from Customers and that this is outside Plentific’s control. There is an option for You to reply to reviews, all replies must be polite, professional, non-threatening, non-confrontational and may be subject to review, removal or amendment by Plentific at its sole discretion if they are deemed to breach these guidelines. For the avoidance of doubt, You shall have no right to any remedy (including, without limitation, any right to terminate this Agreement) as a result of any Customer content. However if You feel that any Customer content is defamatory of You or any person, or in some other way is a violation of any person’s legal rights, You may flag and report that Customer content to Plentific. In such case, Plentific shall review the same and at its sole discretion take any action it deems necessary, including removing or amending the relevant piece of Customer content.
9. PRO WARRANTIES AND INDEMNITY
9.1 You shall provide Plentific with any Pro Content You reasonably require to supply the Services.
9.2 You warrant that all Pro Content You supply to Plentific in connection with this Agreement for publication on the Website will be accurate and shall not infringe on any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, pornographic or otherwise falling below general standards of taste and decency.
9.3 You hereby grant Plentific the right:
i) to use and publish the Pro Content in connection with the provision of Services;
ii) to remove, edit, cut-down or otherwise amend Pro Content published on any Pro Page, including without limitation where such Pro Content does not, in Plentific’s opinion, comply with the warranties as set out in this clause, or is otherwise in breach of the terms of this Agreement; and
iii) to make use of search engine optimisation services and other mechanisms that embody, incorporate or quote (in whole or part) Your trading name or any brands used in connection with the Services.
9.4 You warrant, represent and undertake that You shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Services and shall obtain all licenses, consents, authorities and insurance that are either necessary or reasonably prudent for You to obtain in respect of all Your business activities and personnel (but especially in connection with the provision of the Services).
9.5 You hereby agree to indemnify, keep indemnified and hold harmless Plentific and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by You of any term of this Agreement or arising out of any action brought by any third party relating to the Services provided (or not provided), or actions (or failure to act), by You or any person (other than Plentific) acting on Your behalf.
9.6 This clause shall survive the termination or expiry of this Agreement.
10. TERM OF THE AGREEMENT
10.1 This Agreement commences on the Effective Date and will continue in effect unless terminated by giving notice by either party.
10.2 Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:
i) the other party commits a Material Breach of any of the provisions of this Agreement and either that breach is not capable of remedy or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a notice giving full particulars of the breach and requiring it to be remedied;
ii) the other party ceases or threatens to cease to carry on business;
(iii) the other party is unable to pay its debts or enters into compulsory or voluntary liquidation;
(iv) the other party compounds with or convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets;
(v) the other party has an administrator appointed, or documents are filed with the court for the appointment of an administrator, or notice is given of an intention to appoint an administrator by such party or its directors or by a qualifying floating charge holder as defined in the Insolvency Act 1986;
(v) any similar event occurs under the law of any other jurisdiction in respect of that party.
10.3 Where a party terminates this Agreement pursuant to this clause, such party shall have no liability to the other in respect of such termination. Termination of this Agreement, however arising, shall not affect either parties rights and remedies that have accrued as at termination.
11.1 Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, its marketing plans, its clients, customers, businesses, business plans, finances, technology or affairs which is proprietary and confidential to the other party.
11.2 Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
11.3 The terms of and obligations imposed by this clause shall not apply to any Confidential Information which:
i) at the time of receipt by the recipient is in the public domain;
ii) subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
iii) is lawfully received by the recipient from a third party on an unrestricted basis; or
iv) is already known to the recipient before receipt hereunder.
11.4 The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or on the order of a competent authority.
11.5 This clause shall survive the termination or expiry of this Agreement.
12.1 Nothing in this Agreement shall limit or exclude a party’s liability for:
i) death or personal injury caused by its negligence; or
ii) fraud or fraudulent misrepresentation.
12.2 Subject to clause 12.1, Plentific shall not be liable to You, whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
i) loss of profits;
ii) loss of sales or business;
iii) loss of agreements or contracts;
iv) loss of anticipated savings;
v) loss of or damage to goodwill;
vi) loss of use or corruption of software, data or information; and
vii) any indirect or consequential loss.
12.3 Subject to clause 12.1, Plentific’s maximum aggregate liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to one hundred percent (100%) of the Service Fees paid by You during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.
12.4 This clause shall survive the termination or expiry of this Agreement.
13. INSTALLATION SERVICES
The terms in this section apply only if You are allocated Jobs for Installation Services.
13.1 You are appointed to perform Installation Services on a non-exclusive basis.
13.2 In providing the Installation Services, You shall not act or omit to act in any way which could bring Plentific into disrepute or which could be damaging or detrimental to the reputation of Plentific.
13.3 You shall plan, manage, monitor and coordinate health and safety during performance of the Installation Services and instruct Your personnel to adopt any necessary associated safety measures in order to manage any material health and safety hazards.
13.4 You shall provide the Customer with any information and/or instructions in connection with the provision of the Installation Services required to ensure the Customer is not exposed to material risks to his/her health or safety (or that of other occupiers).
13.5 Any additional work required by the Customer must be recorded via the Website.
13.6 You may use employees to provide some or all of the Installation Services but You are responsible for all of their acts and omissions and for managing them and ensuring that there is no disruption in the supply of the Installation Services as a result of using employees.
13.7 You shall remain the sole contact for Plentific and the Customer for the duration of this Agreement and shall be the Principal Contractor for the purposes of the Construction (Design & Management) Regulations 2015. You shall ensure that any work carried out by Sub-Contractors is carried out in accordance with the CDM Regulations including ensuring that those who you appoint to carry out any duties and functions expressly agree to comply with their respective obligations under the CDM Regulations.
13.8 You shall monitor the work of all employees to ensure the quality control aspects of the Agreement are complied with and this includes, but is not limited to, health and safety.
13.9 If You accept a site visit, You will be given the estimate, generated by our Website, of the cost of installation and details of other services required. The site visit will enable You to revise and finalise that estimate. You will not be able to alter the estimate to the extent that it includes fixed unit prices for installation of standard items. If non-standard items or Services are required by the Customer You may revise the estimate. You must provide a Quote to the Customer via our Website within 7 days of Your visit. You will be paid £25 plus VAT (if applicable) for the site visit on provision of Your Quote to the Customer.
13.10 If the Customer accepts the Quote then You should as soon as possible contact the Customer to agree a mutually convenient installation date and time.
13.11 A Service Fee at a rate of 25% of the total amount paid by the Customer (excluding any VAT charged by You) will be charged in accordance with clause 5.
14.1 All rights to the Website and the content on it (save for Pro Content) and all other Intellectual Property Rights belonging to or licensed to Plentific remain vested in Plentific at all times. Nothing in this Agreement shall give You any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith.
14.2 In the event of a change of control or senior management You must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Plentific of the relevant new personnel’s contact details.
14.3 Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Plentific must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Plentific. Notices to You will be sent to the email address which You provided when setting up Your account on the Website.
14.4 The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners.
14.5 Neither party may assign, transfer, charge, subcontract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).
14.6 A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
14.7 The failure of either party to enforce or exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
14.8 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
14.9 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
14.10 This Agreement shall be governed and interpreted in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts to settle any dispute arising out of or in connection with this Agreement.