TERMS AND CONDITIONS OF CONTRACT
HEALTHIER WORKFORCE LIMITED REGISTERED NO.08851918
1 DEFINITION AND INTERPRETATION
1.1 In this Contract:
“Authorised User” means an individual whom the Client has authorised to have access to the Systems and to whom a password has been issued for such purpose
“Charges” means the charges for the Services as set out in the Quotation or Order Acceptance including without limitation fees, expenses and other costs
“Client” means the party who purchases or agrees to purchase the Services identified in the Order Acceptance from Healthier Workforce
“Commencement Date” means the first date on which the Services are performed.
“Conditions” means these standard terms and conditions as amended by Healthier Workforce from time to time.
“Confidential Information” means in the case of either party all information (in any media) of a confidential nature disclosed by that party its employees, agents,consultants or subcontractors to the other including but not limited to all technical or commercial know-how, specifications, inventions, processes or initiatives.
“Contract” means the contract between Healthier Workforce and the Client for the provision of the Services comprising these Conditions, the Purchase Order, the Order Acceptance, any Special Conditions.
“Initial Period” means either the period expressly stated in the Contract or, if none, 12 calendar months starting on the Commencement Date.
“Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
“Documents” means any and all drawings, specifications, technical know-how, plans, reports, models, presentation materials, brochures, guides, course notes, training materials promotional materials etc. prepared by or on behalf of Healthier Workforce
“DPA” means the Data Protection Act 1998
“Equipment” means any equipment, appliance or system provided by Healthier Workforce Limited as part of the Services
“Exit Services” means any services, including but not limited to the transfer of data from Healthier Workforce to the Client, arising out of or in connection with the end of the Term, howsoever arising.
“IP” means any patents, patent applications, trade-marks or trading names (in each case, whether or not registered), trade mark applications, know-how, design rights registered or unregistered (including registered design applications), confidential information, copyright, database rights and all other intellectual property rights including any rights analogous to the same subsisting anywhere in the world at any time
“Order Acceptance” means Healthier Workforce’s acceptance of the Client’s Purchase Order. Until Healthier Workforce has provided an Order Acceptance to the Client a Contract will not be deemed to have been formed.
“Personal Data” means personal data as defined in section 1 of the DPA
“Premises” means the Client’s premises at which the Services may be provided (if any)
“Purchase Order” means the order placed by the Client setting out its request for Services.
“Quotation” means the quotation for the Services provided by Healthier Workforce to the Client.
“Services” means the services as set out in the Quotation or Order Acceptance including the provision of any Equipment and/or Systems as applicable.
“Special Conditions” means any special conditions provided by Healthier Workforce to the Client from time to time
“Systems” means such on-line systems or portals as may be provided by Healthier Workforce as part of the Services in accordance with the Contract
“Term” means the term of the Contract beginning on the Commencement Date and ending on completion of the Services by Healthier Workforce or the date stated in the Quotation
“TUPE” means Transfer of Undertakings (Protection of Employment) Regulations 2006, as in force from time to time.
“Working Day” means Monday to Friday consisting of 8 hours between the hours of 7am and 6pm (inclusive) excluding Bank Holidays and other days when clearing banks are not open for business
1.2 Wherever in the Contract provision is made for a communication to be “written” or “in writing” this includes email (subject to proof of despatch by the sender) but not fax.
1.3 References to any statutes or statutory regulations shall be deemed to include any subsequent revisions or re-enactments thereof.
1.4 Any Quotation given by Healthier Workforce shall not constitute a binding offer and is only valid for a period of from its date of issue (unless otherwise agreed by Healthier Workforce and/or stated on the Quotation) and Healthier Workforce shall be entitled to vary or withdraw a Quotation at its discretion at any time.
1.5 The Purchase Order constitutes an offer by the Client to purchase Services from Healthier Workforce in accordance with these Conditions.
1.6 These Conditions shall bind when Healthier Workforce accepts the Purchase Order with an Order Acceptance and shall thereafter apply to and be incorporated in any Contract and shall be in substitution for any ongoing arrangement made between Healthier Workforce and the Client and shall prevail over any terms or conditions contained in or referred to in the Purchase Order or other Client correspondence or elsewhere or implied by trade custom or practice or course of dealing. No addition to or variation of or exclusion or attempted exclusion of these Conditions shall be binding upon Healthier Workforce unless specifically agreed to in writing and signed by a duly authorised representative of Healthier Workforce.
1.7 All the provisions of the Contract between Healthier Workforce and the Client are contained in or referred to in the Purchase Order, these Conditions and (where applicable) the Special Conditions. In no circumstances will any conditions of purchase submitted at any time by the Client be applied to the Contract and any failure by Healthier Workforce to challenge any such terms and conditions does not imply acceptance of those terms and conditions.
In the event of any conflict between any terms contained in these Conditions and any Special Conditions detailed in the Quotation,, Order Acceptance or otherwise, the Special Conditions shall take precedence.
2.1 During the Term, Healthier Workforce shall supply the Services to the Client using reasonable skill and care.
2.2 Healthier Workforce shall use reasonable endeavours to meet any requested dates for the performances of Services, but such dates shall be estimates only and time shall not be of the essence for Performance of Services.
2.3 Healthier Workforce shall have the right to make any changes to the Services which do not materially affect the nature or quality of the Services and Healthier Workforce shall notify the Client of the relevant changes and any consequent amendment to the Charges in any such event. Clause 3.7 shall apply in relation to any change in Services.
2.4 In the event that the Services relate to a one-off piece of work (as confirmed in the Order Acceptance), this agreement shall automatically terminate upon completion of the Services.
2.5 Save as for Clause 2.4, The Services shall be supplied for the Initial Period or until this Contract is terminated in accordance with clause 10. If the Client does not want the Services to be provided beyond the Initial Period then the Client must provide written notice to Healthier Workforce with that notice expiring on the exact date on which the Initial Period expires. This notice must be received by Healthier Workforce not less than 3 and not more than 5 months before the precise date on which the Initial Period expires.
2.6 If this agreement is not terminated in accordance with clause 2.5 then it shall roll-over on these terms for a further period of 12 months (a “Successive Period”). Every 12 months, the agreement will renew again for a further Successive Period unless and until terminated in accordance with clause 2.5 or clause 10.
3. CHARGES AND PAYMENT
3.1 The Client shall pay the Charges specified in any invoice in full and in cleared funds within 30 days of the date of such invoice (unless otherwise stated in the Quotation and/or Order Acceptance) in pounds sterling by direct debit or BACS transfer into Healthier Workforce’s account as notified in writing by Healthier Workforce from time to time. All Charges are net of Value Added Tax (VAT) which the Client shall pay to Healthier Workforce (at the prevailing rate) upon receipt of a valid VAT invoice.
3.2 Time for payment shall be of the essence.
3.3 If the Client fails to make any payment due to Healthier Workforce under the Contract by the due date of payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
3.4 The Client shall reimburse Healthier Workforce on written demand for any costs (including without limitation legal costs) or losses sustained by Healthier Workforce arising directly or indirectly from the Client’s breach of the Contract.
3.5 Charges for items not listed on the Quotation such as consumable materials, room-hire or mobile unit rentals will be charged at cost plus 20% unless stated otherwise in the Contract.
3.6 Unless specifically agreed in the Contract, an additional 50% will be charged per shift if an employee of Healthier Workforce works on site after 21.00 hours. The charge will increase to 100% if an employee works on site after 02.00 hours. This charge is to compensate for the employee being unable to work the following day due to statutory break requirements. The 100% charge will only be applied to the final day if several days have been booked together. The charge will not be applied where a premium out of hours rate has already been agreed in the quotation or contract.
Healthier Workforce shall be entitled to vary the price payable for the Services so long as (i) there are no more than 3 price variations in any one calendar year, and (ii) the aggregate of any price variations in a calendar year do not increase the price by more than 35% (excluding VAT) from the contracted price at the beginning of the calendar year in which the variations are made. If Healthier Workforce proposes to vary the price in a way that does not accord with this clause 3.7, the Client shall have a right to, but shall not be obliged to, terminate the Contract on the express condition that the termination is notified to Healthier Workforce in writing within 14 calendar days of the date on which the price increase which falls foul of this clause was first notified to the Client.
3.7 Notwithstanding any other terms of this Contract Healthier Workforce may withhold or suspend the provision of the Services (in addition to any other remedy available to Healthier Workforce) without terminating the Contract if the Client has failed to pay Healthier Workforce’s invoices in accordance with the Contract.
3.8 If the Client requires Healthier Workforce to carry out any additional services not specified in the Quotation Healthier Workforce shall be entitled to make reasonable additional charges for such services.
3.9 All payments to be made by the Client under the Contract will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
3.10 Cancellation Fees:
3.10.1 OH Advisor Remote Case Management Services:
220.127.116.11 Cancellation within 48 hours prior to appointment – 100% of Charges are payable; and
18.104.22.168 Did not attend – 100% of Charges are payable.
3.10.2 OHA/OHT On Site Services:
22.214.171.124 Cancellation with at least 5 Working Days’ notice – No Charge
126.96.36.199 Cancellation with more than 48 hours’ notice but less than 5 Working Days’ notice – 50% of Charges are payable;
188.8.131.52 Cancellation within 48 hours prior to appointment – 100% of Charges are payable; and
184.108.40.206 Did not attend – 100% of Charges are payable.
3.10.3 OHP Appointments
220.127.116.11 Cancellation with at least 5 Working Days’ notice – No Charge
18.104.22.168 Cancellation within 5 Working Days prior to appointment – 100% of Charges are payable; and
22.214.171.124 Did not attend – 100% of Charges are payable.
all above the above cancellation fees are in addition to expenses already incurred by Healthier Workforce and which will be payable by the Client.
4 THE CLIENT’S OBLIGATIONS
4.1 The Client will:
4.1.1 ensure prompt provision of resources, including decisions, information, documentation and access (to personnel, records and Premises) required to enable Healthier Workforce and its agents and employees to provide the Services in accordance with the Contract;
4.1.2 ensure a safe working environment at the Premises for Healthier Workforce, its agents and employees; and ensure in the interests of health and safety that Healthier Workforce’s personnel while on the Premises for the purpose of carrying out the Services have access at all times to a member of the Client’s staff familiar with the Premises and safety procedures;
4.1.3 where a room is required for Healthier Workforce staff to work, the Client will ensure that that the room should be quiet, away from background noise and in an area where there is unlikely to be any interruptions. The room must contain a desk or table, 2 chairs, power sockets, internet access and have hand washing facilities nearby.
4.1.4 be responsible for the accuracy and legality of all information from time to time provided to Healthier Workforce, ensure that none of it infringes the IP of or defames any person and indemnify and keep Healthier Workforce indemnified accordingly;
4.1.5 be solely responsible for maintaining back-up and disaster recovery procedures and all other information the Client supplies to Healthier Workforce from time to time;
4.1.6 wherever possible, provide a suitable vehicle parking facility for use by Healthier Workforce’s personnel which is free from any legal restrictions and immediately close to the location at which the Equipment is installed and/or Services provided; and
4.1.7 perform its obligations in the Contract in a competent, prompt and diligent manner;
4.1.8 co-operate with Healthier Workforce in all matters relating to the Services;
4.2 The Client hereby acknowledges that the provision by Healthier Workforce of the Services in accordance with this Contract will not absolve the Client from any obligation, including any statutory obligation, to which it may from time to time be subject.
4.3 The Client agrees that Healthier Workforce shall not be liable under any circumstances for any delay, error or problem caused by any act or omission on the part of the Client, its agents or employees. Healthier Workforce may levy additional charges (at its then current standard rates) resulting from any additional work or additional costs incurred or undertaken as a consequence of any such act or omission.
4.4 The Client accepts that Healthier Workforce shall be entitled to announce (either verbally or in writing) for marketing purposes only that it has undertaken the Services for the Client.
4.5 The Client will notify Healthier Workforce of any problems with the Services within 3 Working Days of the relevant Services being carried out. Where no such concerns are raised within this timeframe, the Client will have been deemed to have accepted the Services.
4.6 If Healthier Workforce is providing Systems (including System access) in accordance with the Contract, the Client shall and shall procure that any Authorised Users:
4.6.1 operate any relevant System only in accordance with Healthier Workforce’s and/or any relevant licensor of the Systems instructions and shall ensure that no modifications are made to any such System; and
4.6.2 supply to Healthier Workforce a list of its Authorised Users; maintain an up to date version of the list of Authorised Users and supply a copy to Healthier Workforce promptly upon request; and issue to each of its Authorised Users the password from time to time provided by Healthier Workforce.
4.7 In respect of the Client’s use and any Authorised User’s use of any relevant System, the Client shall comply with generally accepted principles of Internet usage and ensure that:
4.7.1 such relevant System is not used by any of the Client’s Authorised Users fraudulently, in connection with any criminal offence, or otherwise unlawfully or to send or receive any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights, or to send or provide unsolicited advertising or promotional material; and
4.7.2 no viruses are introduced into any such System and that, if a virus is found, promptly upon its discovery eliminate it and/or ameliorate its effect.
4.8 The Client acknowledges and accepts that Healthier Workforce may be required by law to monitor website content and traffic and, if necessary, give evidence of the same together with use of log-on identification to support or defend any dispute or actionable cause.
5. DATA PROTECTION
5.1 Healthier Workforce and the Client will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. Any defined terms in this clause 6 shall, save unless defined elsewhere in the Contract, have the meanings given in the Data Protection Legislation.
5.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Healthier Workforce is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
5.3 Without prejudice to the generality of clause 5.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Healthier Workforce for the duration and purposes of this agreement
5.4 Without prejudice to the generality of clause 5, Healthier Workforce shall, in relation to any Personal Data processed in connection with the performance by Healthier Workforce of its obligations under this agreement:
5.4.1 process that Personal Data only on the written instructions of the Client unless Healthier Workforce is required by applicable laws to otherwise process that Personal Data. Where Healthier Workforce is relying on the laws of a member of the European Union or European Union Law as the basis for processing Personal Data, Healthier Workforce shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Healthier Workforce from so notifying the Client;
5.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
5.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
5.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
126.96.36.199 the Client or Healthier Workforce has provided appropriate safeguards in relation to the transfer;
188.8.131.52 the data subject has enforceable rights and effective legal remedies;
184.108.40.206 Healthier Workforce complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
220.127.116.11 Healthier Workforce complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
5.4.5 assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5.4.6 notify the Client without undue delay on becoming aware of a Personal Data breach, save that delay shall not be undue if it includes a period of time enabling Healthier Workforce to investigate the alleged/potential breach;
5.4.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by applicable law to store the Personal Data.
5.5 The Client consents to Healthier Workforce appointing an appropriate and suitably qualified third party as a third-party processor of Personal Data under this agreement.
5.6 It is acknowledged between Healthier Workforce and the Client that some or all of the data to which Healthier Workforce will be given access will be special category personal data. The Client undertakes to Healthier Workforce that the Client has obtained one of the required consents in accordance with article 9(2) of the General Data Protection Regulation.
5.7 The Client shall indemnify, defend and hold Healthier Workforce (including its directors, officers, agents, successors and assigns) harmless from any and all losses, liabilities (including provision for contingent liabilities), fines, compensation, damages, costs and expenses including legal fees on a solicitor/client basis and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties arising from or in connection with a breach of the Client’s obligations under any Data Protection Legislation.
6 RESERVATION OF TITLE AND INTELLECTUAL PROPERTY
6.1 Title to the Systems and Equipment shall remain vested in Healthier Workforce at all times.
6.2 Healthier Workforce shall retain legal and equitable ownership of anything (including but not limited to IP) relating to the Services and in any and all Documents, Equipment, Systems, any other systems, methods, material and items created by or on behalf of Healthier Workforce whether specifically for the purposes of this Contract or otherwise.
6.3 If a third party owns any Systems or part thereof such third party shall (if applicable) retain all IP relating to the Systems.
6.4 The Client hereby acknowledges that Healthier Workforce shall have no liability for any misuse by or on behalf of the Client or any other person of any of the Documents (which shall be determined by reference to the purposes for which the Documents were originally prepared) or any other deliverables generated during the provision of the Services.
6.5 The Client hereby grants Healthier Workforce a royalty-free, non-exclusive and irrevocable licence to copy and use any material provided by the Client for all reasonable purposes related to the Services. The Client shall not use the System, Documents, Equipment or any deliverables resulting from the Services for any purpose whatsoever other than as necessary to receive the Services.
7 LIMITATION OF LIABILITY AND REMEDIES
7.1 Subject to clause 7.3 and notwithstanding Clause 7.2, Healthier Workforce’s maximum total liability will not exceed the sum of £5,000,000 (five million pounds). Healthier Workforce’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
7.2 Subject to Clause 7.3, Healthier Workforce will not in any circumstances have any liability (whether direct or indirect) for (i) loss of business or business opportunity, (ii) loss of revenue, (iii) loss of profits, (iv) loss of anticipated savings, (v) loss of or damage to data, (vi) loss of goodwill or injury to reputation (vii) any third party claims (viii) loss which could have been avoided by the Client through reasonable conduct or by the Client taking reasonable precautions or (viiii) any consequential or indirect loss.
7.3 Nothing in this Contract seeks to exclude or limit any liability of Healthier Workforce for death or personal injury caused by its negligence or for its fraudulent misrepresentation.
7.4 The Client hereby acknowledges and agrees that the limitations of liability referred to in clause 7.1 and 7.2 are fair and reasonable, reflected in the level of the Charges and the insurance cover carried by Healthier Workforce and are just and equitable having full regards to the extent of Healthier Workforce’s responsibility for any loss or damage suffered. The contract price is set based on the risk that Healthier Workforce accepts pursuant to this clause 7. If the Client requires Healthier Workforce to carry more risk than an amendment to the contract price can be negotiated.
7.5 Save as required by law and save as may otherwise be set out in the Contract, Save as expressly provided in the Contract, Healthier Workforce all warranties, express or implied, with respect to the Services, arising by law or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose and any obligation, liability, right, remedy or claim in tort. In particular, Healthier Workforce makes no representation or gives any warranty that the Services shall provide any particular benefit or solve any particular problem unless stated expressly in the Contract.
8. CONFIDENTIAL INFORMATION
8.1 Each party shall keep in strict confidence and treat the other parties’ Confidential Information as confidential and to use it only for the purposes of the Contract except in so far as may be necessary for the performance of any obligations of the Contract or to the extent that such information is generally available to the public or to the extent that disclosure of information is required to be made by law.
8.2 Each party agrees that this obligation shall continue in force without limitation in point of time notwithstanding the termination or expiry of any Contract for any reason but shall cease to apply to information from the point at which it enters into the public domain and shall also cease to apply to information which is received independently from another source without the imposition of any duty of confidence.
9. FORCE MAJEURE
Healthier Workforce shall have no liability to the Client if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by any event(s) or combination of events where such event(s) arises from, or is attributable to acts, events, omissions or accidents beyond the reasonable control of the relevant party including, but not limited to, acts of God, terrorism, war or flood.
10.1 Save in a case where the Client terminates the Contract pursuant to clause 10.2, where the Contract is terminated prior to the expiry of the Initial Period or a Successive Period, the Client shall pay to Healthier Workforce a sum equivalent to the profit that Healthier Workforce would have earned in relation to the Contract during the remainder of that Initial Period or Successive Period. Healthier Workforce’s calculation as to what its profit would have been on the Contract shall be determinative, save in the case of manifest error or fraud.
10.2 Healthier Workforce or the Client may terminate the Contract forthwith by notice to the other and without liability in respect of that termination if:
10.2.1 the other party is in material breach of the Contract and either in the reasonable opinion of the non-defaulting party that breach is not capable of remedy or, if capable of remedy, is not remedied within 14 days of written notice of the breach being received; or
10.2.2 the other party has had a trustee, receiver, administrative receiver or similar official appointed over a material part of its business or assets; or an order has been made or a resolution passed for the Client’s winding up (otherwise than for the purpose of a bona fide scheme of arrangement or solvent amalgamation or reconstruction) or an administration order has been made; or a proposal has been made in respect of the Client for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or for any other composition scheme of arrangement with (or assignment for the benefit of) its creditors; or the Client ceases to trade or is unable to pay its debts as and when they fall due; or any other analogous event occurs in any other jurisdiction;
10.2.3 the other party ceases or threatens to cease trading or in the reasonable opinion of the non-defaulting party is likely to cease trading; or
10.2.4 the Client fails to make any payment in accordance with the terms of the Contract.
10.3 Upon termination of any Contract howsoever occurring:-
10.3.1 the Client’s right to access and/or use the System shall cease immediately;
10.3.2 both parties shall return or dispose any of the other’s Confidential Information and all copies thereof; and
10.3.3 the Client shall remain liable to pay Healthier Workforce any Charges outstanding and for any Services already performed prior to the date of termination.
10.4 Except where the Contract is terminated by the Client pursuant to clause 10.2, in which case no charges will be payable relating to the any Exit Services, any and all services provided by Healthier Workforce in relation to the Exit Services shall be chargeable in accordance with Healthier Workforce’s usual Charges then in force, unless the parties agree a different fee for the services in writing and in advance of the start of the Exit Services.
10.5 Healthier Workforce shall be under no obligation to provide Exit Services unless and until it has been paid, in full and in cleared funds, any monies it is due from the Client.
10.6 Termination of this Contract for any reason shall be without prejudice to any rights of either party which may have accrued up to the date of termination.
10.7 Clauses 1, 3, 4.1.7, 4.1.8, 4,2, 4.3, 5-8, 10.3, 11 and 12 shall survive termination.
11.1 In the event that TUPE applies following the cessation or commencement of the Services, both Healthier Workforce and the Client shall comply their respective obligations pursuant to TUPE.
11.2 The Client and Healthier Workforce shall provide each other with such reasonable assistance as the other may require in order to comply with their respective and collective obligations pursuant to TUPE.
11.3 In the event that a third party supplier of the Client is either the transferor or transferee in accordance with TUPE, the Client shall use all reasonable endeavours to ensure that the supplier complies with TUPE and provides Healthier Workforce with such reasonable assistance as Healthier Workforce may require in order to comply with its obligations pursuant to TUPE.
11.4 The Client shall indemnify, defend and hold Healthier Workforce (including its directors, officers, agents, successors and assigns) harmless from any and all losses, liabilities (including provision for contingent liabilities), fines, compensation, damages, costs and expenses including legal fees and costs of investigation, litigation, settlement, judgment, interest and penalties arising from or in connection with a breach of the Client’s obligations under TUPE, and/or this clause 11.
12.1 This Contract contains the entire understanding between the parties in connection with the matters herein contained and supersedes any previous agreements or undertakings (whether written, oral or implied) relating to the subject matter of this Contract. The parties acknowledge that in entering into any Contract neither has relied on any oral or written representation or undertaking by the other except as expressly incorporated in any Contract.
12.2 A waiver by Healthier Workforce of any right under this Contract or of any failure to perform or breach hereof by the Client shall not constitute or be deemed to be a waiver of any other or future right hereunder or of any other failure to perform or breach hereof by the Client, whether of a similar or dissimilar nature.
12.3 No variation of the Contract shall be valid unless it is in writing and signed by or on behalf of a duly authorised representative of each of the parties.
12.4 For the purposes of this Contract, Healthier Workforce shall be an independent contractor, and neither Healthier Workforce nor its sub-contractors nor its directors or employees nor any one of them, shall be deemed to be an employee or agent of or a partner with the Client.
12.5 Either party shall not assign the Contract in whole or in part without the prior approval of Healthier Workforce (such approval not to be unreasonably withheld or delayed).
12.6 A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.7 Either party shall comply, and shall ensure that each of its subcontractors, agents and personnel comply with any relevant and applicable anti-bribery and corruption laws, regulations and/or directives related to the provision and receipt of the Services.
12.8 Either party warrants and represents to Healthier Workforce that it has not and shall not, in connection with the Services contemplated by any Contract or in connection with any other business transactions involving Healthier Workforce, make, promise or offer to make any payment or transfer of anything of value, directly or indirectly: (i) to any government official (as defined below) or to an intermediary for payment to any government official, or (ii) to any political party for the purpose of influencing any act or decision of such official or securing an improper advantage to assist Healthier Workforce in obtaining or retaining business. It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. “Government official” is defined as any employee or officer of a government of a country, including any regional or local department, company or business owned or controlled by such government, any official of a political party, any official or employee of a public international organisation, any person acting in an official capacity for, or on behalf of, such entities, and any candidate for political office. Failure by the Client to comply with this Clause shall constitute a material breach of the Contract.
12.9 The Client agrees that it will not at any time during the Term or for 6 months thereafter, without the prior written consent of Healthier Workforce, directly or indirectly solicit, induce or entice away from Healthier Workforce or employ, engage or appoint in any way cause to be employed, engaged or appointed any employee, agent or sub-contractor of Healthier Workforce to perform services substantially similar to the Services.
12.10 Any notice under the Contract must be given in writing to the addresses set out in the Quotation and if no address is given, the registered office of such party. Any such notices shall be effective if delivered by hand, at the time of delivery, if sent by email, on the first Working Day after sending and if sent by post, 2 days after the date of posting.
12.11 Each provision of this Contract is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of this Contract, but the validity, legality and enforceability of all other provision of this Contract shall not otherwise be affected or impaired, it being the parties intention that every provision of this Contract shall be and remain valid and enforceable to the fullest extent permitted by law.
12.12 This Contract shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English and Welsh courts.