Terms & Conditions

Terms and Conditions of Business                                             

These Terms and Conditions for the Supply of Temporary Workers apply between KEYLINE SOLUTIONS LIMITED, company number 11537131, whose registered office is Waterside Court, Falmouth Road, Penryn, United Kingdom, TR10 8AW (Keyline) and any Client (as defined below).

These terms are effective from 27th January 2019 and supersede all previous terms and conditions. All Temporary Workers (as defined below) are introduced and/or supplied by Keyline Solutions Limited to the Client upon these terms.

  1. You confirm that you have read and understood the attached Terms and Conditions. This Agreement comprises of the following documents: these Contract Details, the attached Terms and Conditions, and any document incorporated by reference.
  2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document sooner in the list shall have priority over one contained in a document later  in the list.

Terms and Conditions

1.             Acceptance of Terms and Conditions

1.1          The Client will be deemed to have accepted and agreed to these Terms and Conditions, which will prevail over any other terms put forward by the Client, when any of the following events occurs:

(a)           the Client requests Keyline to supply a Temporary Care Worker for any Assignment; or

(b)           Keyline supplies a Temporary Care Worker to the Client; or

(c)           a Temporary Care Worker begins an Assignment for the Client.

2.             Definitions

2.1          In these Terms and Conditions, the following words will have the following meanings:

  • Affiliate” in relation to a Party, any person that Controls, is Controlled by, or is under common Control with that Party;
  • Keyline” Keyline Solutions Limited, as identified on the Contract Details;
  • Agreement” the agreement containing these Terms and Conditions;
  • Assignment” the period during which a Temporary Care Worker performs services or carries out work for or on behalf of the Client, beginning when the Temporary Care Worker first reports to the Client to take up duties (or, if earlier, the commencement of such work or services by the Temporary Care Worker) and ending on the cessation by the Temporary Care Worker of all such work or services;
  • Break Period” the meaning given in clause 7(b);
  • “Care Worker” a Temporary Care Worker who is not a Nurse;
  • Claims” the meaning given in clause 6;
  • Client” any person, firm or company who approaches Keyline with a view to placing an order with Keyline for the introduction or supply of a Temporary Care Worker as identified above;
  • Commencement Date” is as set out in the Contract Details or as otherwise agreed by the Parties.
  • Control” in relation to a Party, direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that Party, as the case may be;
  • Engage(s) (or Engagement or Engaged)” the employment or engagement, whether under a contract of service or contract for services, and whether on a permanent or temporary basis, of a Temporary Care Worker by or on behalf of the Client;
  • Fee(s)” the fees payable by the Client to Keyline resulting from the Engagement of one or more Temporary Care Worker(s) at the rates set out in the front page to this Agreement.
  • Losses” the meaning given in clause 6;
  • “Nurse” a Temporary Care Worker registered as a nurse with the Nursing and Midwifery Council (or any successor or replacement organisation);
  • Other Party” the meaning given in clause 1;
  • Parties” Keyline and the Client, and Party will mean either one of them;
  • Receiving Party” the meaning given in clause 8;
  • Recruitment Services” the supply to the Client by Keyline of Temporary Care Workers for vacancies of which the Client has notified Keyline;
  • Relevant Period” the meaning given in clause 7;
  • “Scale of Charges” the Scale of charges provided by Keyline setting out the Fees as the same may be amended from time to time.
  • Supplying Party” the meaning given in clause 8;
  • Temporary Care Worker” one or more persons introduced or supplied by Keyline to the Client with a view to that person carrying out work for the Client;
  • 2003 Regulations” the Conduct of Employment Agencies and Employment Businesses Regulations 2003; and
  • 2010 Regulations” the Agency Workers Regulations 2010.

3.             Recruitment Services

3.1          Keyline will provide the Recruitment Services to the Client in consideration for the Client’s paying the Fees to Keyline, subject to these Terms and Conditions and any special conditions listed in the Contract Details.

3.2          Keyline will use reasonable endeavours to supply to the Client Temporary Care Workers suitable to carry out work of such nature as the Client notifies to Keyline. Keyline does not warrant, represent or undertake to find a suitable candidate for each vacancy notified to it by the Client.

3.3          When supplying a Temporary Care Worker to a Client, Keyline will inform the Client, so far as enabled to do so by information provided by the Temporary Care Worker to Keyline:

(a)           of the Temporary Care Worker’s identity;

(b)           that the Temporary Care Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work on the Assignment (including, where relevant, an appropriate Disclosure and Barring Service criminal records check);

(c)           whether the Temporary Care Worker is employed by Keyline under a contract of service or apprenticeship or a contract for services; and

(d)           that the Temporary Care Worker is willing to work on the Assignment.

3.4          Where the information described in clause 3.3 has not been given in writing before the commencement of the Assignment, it will be confirmed in writing by the end of the third business day (excluding Saturdays, Sundays and any bank or other public holidays) after the commencement of the Assignment.

3.5          Keyline will:

(a)           pay each Temporary Care Worker the wages and reimbursement of expenses to which the Temporary Care Worker is entitled by reason of carrying out work for the Client;

(b)           where appropriate, make deductions and account to  HM Revenue and Customs for income tax in respect of the remuneration of each Temporary Care Worker; and

(c)           where appropriate, make deductions and account for all necessary national insurance contributions relevant to the remuneration of each Temporary Care Worker.

3.6          Keyline promotes equality of opportunity for all, and seeks to prevent unlawful discrimination because of age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex and/or sexual orientation.

3.7          Where the Client has required Keyline to supply a Temporary Care Worker for a vacancy which includes driving motor vehicles, Keyline will take reasonable steps to enquire whether the Temporary Care Worker is the holder of a current licence to drive a vehicle of the class or description that the Client has notified to Keyline.

3.8          Where the Temporary Care Worker is required by law or any professional body to have any qualifications or authorisations to work on the Assignment, or the Assignment entails caring for or attending one or more persons under the age of 18 or any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, Keyline will take reasonably practicable steps:

(a)           to obtain and offer to provide to the Client:

(i)               copies of any relevant qualifications or authorisations of the Temporary Care Worker; and

(ii)              two references from persons not related to the Temporary Care Worker who have agreed that the references they provide may be disclosed to the Client; and

(b)           to confirm that the Temporary Care Worker is suitable for the Assignment.

3.9          Keyline will require that each Temporary Care Worker will deliver to the Client, on the termination of an Assignment or at any time during it, all documents, papers, materials and other property (including any copies) belonging to or relating to the business of the Client which may be in the Temporary Care Worker’s possession or under his or her control.

3.10        If the Client breaches any of these Terms and Conditions, Keyline reserves the right to withdraw, without notice, any Temporary Care Workers supplied without incurring any liability to the Client.

4.             Fees and payment

4.1          The Client will pay to Keyline for the supply of the Temporary Care Worker:

(a)           the Fees in respect of each Temporary Care Worker for all hours worked by that Temporary Care Worker, as set out on the Contract Details;

(b)           such travel and other expenses as have been agreed by the Parties in advance.

4.2          The payment of the Fees, travel and other expenses and commission will due by the Client to Keyline immediately on receipt of Keyline’s invoice in respect of amounts specified in the invoice.

4.3          If the Client cancels an Assignment giving less than 24 hours notice Keyline may charge the full amount of the Fees that would have been incurred in respect of that Assignment.

4.4          Subject to clause 4.6, if the Client Engages any Temporary Care Worker directly, or indirectly (other than through Keyline) the Client will:

(a)           immediately notify the Engagement to Keyline; and

(b)           pay to Keyline a fee of £5,000 (Excluding VAT) (where the Temporary Care Worker is a Nurse) or £2500 (Excluding VAT) (where the Temporary Care Worker is a Care Worker); or

(c)           if the client so elects by notice in writing to Keyline, hire the Temporary Care Worker for an extended period of hirer of 12 weeks Based on a 40 hour week (commencing on the date the Client engaged the Temporary Care Worker directly, indirectly (other than through Keyline) in respect of which the client will pay to Keyline the fee in accordance with 4.1.

4.5          Subject to clause 4.6, if the Client effectively introduces (whether directly or indirectly) any Temporary Care Worker to any third party, including any Affiliate of the Client, and that introduction results in the employment or engagement, whether under a contract of service or contract for services, and whether on a permanent or temporary basis, of the Temporary Care Worker by that third party, the Client will:

(a)           immediately notify the engagement to Keyline; and

(b)           pay to Keyline a fee of £5000 (Excluding VAT) (where the Temporary Care Worker is a Nurse) or £2500 (Excluding VAT) (where the Temporary Care Worker is a Care Worker)

4.6          Clauses 4.4 and 4.5 will not apply if the Temporary Care Worker is Engaged by the Client, or begins working for the Client pursuant to being supplied by another employment business/agency, or is employed or Engaged by the third party, after the end of the Relevant Period.

4.7          In clause 4.6, Relevant Period means whichever of the following periods that ends later:

(a)           the period of eight weeks commencing on the day after the day on which the Temporary Care Worker last worked for the Client; or

(b)           the period of 14 weeks commencing on the first day on which the Temporary Care Worker, having been supplied by Keyline, worked for the Client. In determining the first day, no account will be taken of any supply that occurred prior to a Break Period. A Break Period is a period, which lasts for more than 42 days, during which that Temporary Care Worker did not work for the Client pursuant to being supplied by Keyline.

4.8          All amounts stated are exclusive of VAT and any other applicable taxes, which will if applicable be charged in addition at the rate in force at the time the Client is required to make payment.

4.9          If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms and Conditions, then Keyline will be entitled:

(a)           to charge interest (both before and after any judgment) on the outstanding amount at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998;

(b)           to require the Client to pay, in advance, for any Recruitment Services, or any part of the Recruitment Services, which have not yet been performed;

(c)           not to perform any further Recruitment Services, or any part of the Recruitment Services; and

(d)           to withdraw without notice any Temporary Care Worker(s) currently Engaged by the Client.

4.10        When making a payment the Client will quote relevant reference numbers and the invoice number.

5.             Client’s obligations and acknowledgments

5.1          The Client will:

(a)           specify its exact requirements by providing full details of the work for which the Temporary Care Worker is required and, in particular, by notifying Keyline when placing the order of:

(i)               any special skills required for such work;

(ii)              any special health and safety matters or any known risks about which Keyline is obliged to inform the Temporary Care Worker; and

(iii)             what actions have been taken to minimise or control such healthy and safety issues and risks; and

(iv)             any requirements imposed by law or by any professional body which must be satisfied if the Temporary Care Worker is to fill the Assignment;

(b)           before the start of each Assignment, or, where that is not reasonably practicable, within 3 days of the start of each Assignment, confirm to Keyline, in writing, the relevant terms and conditions relating to pay, the duration of working time, night work, rest periods, rest breaks and annual leave (as defined in Regulation 6 of the 2010 Regulations) of any employees (or workers) working for and under the supervision and direction of the Client and engaged in the same or broadly similar work as that for which the Temporary Care Worker is required in respect of that Assignment having regard, if relevant, to whether they have a similar level of qualification and skills;

(c)           at Keyline’s written request at any time and from time to time, provide Keyline with the information specified in Regulation 14(3)(a) of the 2010 Regulations, within 7 days of receiving that request;

(d)           not allow any Temporary Care Worker to undertake any work other than that which has been notified to Keyline by the Client in placing the order for that Temporary Care Worker in accordance with clause 5.1 (a);

(e)           verify at the beginning of the Assignment that the Temporary Care Worker is suitable for the purposes for which he is required and that he has the capability to carry out the duties required, including the operation of any machinery or vehicles;

(f)            be responsible for ensuring that the Temporary Care Worker satisfies any medical requirements that it has that are a legal requirement.

(g)           comply with its obligations under the 2010 Regulations and in particular:

(i)               insofar as it lies within the Client’s power to do so, ensure that the Temporary Care Worker receives any rights in relation to basic working and employment conditions to which he is entitled under Regulation 5 of the 2010 Regulations;

(ii)              in accordance with Regulation 12 of the 2010 Regulations, ensure that, unless less favourable treatment is justified on objective grounds, the Temporary Care Worker is treated no less favourably than a comparable worker in relation to the collective facilities and amenities provided by the Client (as these terms are defined in that Regulation);

(iii)             in accordance with Regulation 13 of the 2010 Regulations, ensure that during the Assignment the Temporary Care Worker is informed of any relevant vacant posts with the Client to give the Temporary Care Worker the same opportunity as a comparable worker to find permanent employment with the Client;

(h)           do nothing to cause Keyline to be in breach of its obligations under the 2010 Regulations;

(i)            comply with all other obligations, duties and regulations, whether statutory or otherwise including those relating to the place, nature or system of work, in any way arising from or directly or indirectly connected with the services rendered by a Temporary Care Worker;

(j)            assist Keyline in complying with Keyline’s duties under the Working Time Regulations 1998 by supplying any relevant information about the Assignment requested by Keyline; and

(k)           do nothing to cause Keyline to be in breach of its obligations under the Working Time Regulations 1998, and where the services of a Temporary Care Worker are required or may be required for more than 48 hours in any week, notify Keyline of this requirement before the commencement of that week.

5.2          The Client agrees that each Temporary Care Worker will be treated as if he is the employee of the Client throughout the duration of the Assignment and undertakes to exercise all appropriate supervision, direction and control over the manner, time and place in which each Temporary Care Worker carries out his or her work for the Client.

5.3          The Client acknowledges that each Temporary Care Worker supplied to the Client for purposes which include the driving of vehicles is supplied to the Client on the Client’s express warranty and undertaking that the Client is the holder of a valid operator’s licence where this is required and will:

(a)           take all necessary steps to ensure that each Temporary Care Worker complies with all applicable road transport legislation;

(b)           take all steps that may be required by law in relation to the insurance, maintenance and safety of vehicles, and in particular:

(i)               satisfy itself that the vehicles are roadworthy and properly maintained, and

(ii)              in no circumstances require the Temporary Care Worker to check such matters; and

(c)           control the driving duties of each Temporary Care Worker, his journeys and hours of work and comply with all statutory duties in relation to the Temporary Care Worker’s driving duties and to driving licences, tachographs and logbooks.

5.4          The Client acknowledges and agrees that:

(a)           Temporary Care Workers supplied by Keyline are engaged under contracts for services and are not the employees of Keyline;

(b)           Temporary Care Workers supplied by Keyline are deemed to be under the supervision, direction and control of the Client from the time when they report to the Client to take up their duties until their Assignment ends;

(c)           the Client is responsible for all acts, errors and omissions, whether wilful, negligent or otherwise, as if the Temporary Care Worker was the Client’s employee;

(d)           the Client will in all respects comply with all statutes, byelaws and other legal requirements and codes of practice to which the Client is ordinarily subject in respect of its own staff, including the Working Time Regulations 1998 and the Health and Safety at Work Act 1974;

(e)           the Client will provide adequate employer’s and public liability insurance cover for the Temporary Care Worker during all Assignments;

(f)            if the Client reasonably considers the Temporary Care Worker to be unsatisfactory, it will make a complaint to Keyline by telephone and confirm it in writing within one day of the finding, but will not have the right to withhold from Keyline payment of any Fee due.

5.5          The Client will at all times treat all Temporary Care Workers with due respect and dignity and in particular must take all steps within its control to avoid any unlawful discriminatory treatment of each of them.

5.6          The Client:

(a)           confirms that it is not aware of anything which will cause a detriment to the interests of the Temporary Care Worker or the Client in any Assignment; and

(b)           will inform Keyline immediately if it becomes aware of any circumstances which would render any Assignment detrimental to the interests of the Temporary Care Worker or the Client.

6.             Time sheets

6.1          At the end of each shift completed by a Temporary Care Worker in the course of undertaking an Assignment, the Client will sign Keyline’s time sheet for each Temporary Care Worker, verifying the number of hours worked during that shift.

6.2          The Client’s signature of the time sheet will be confirmation of the number of hours worked. If the Client does not sign the time sheet because it disputes the number of hours claimed, the Client will inform Keyline as soon as reasonably practicable and will co-operate fully and promptly with Keyline to establish what hours, if any, were worked by the Temporary Care Worker. Any failure by the Client to sign the time sheet will not absolve the Client’s obligation to pay the Fees in respect of the hours worked by the Temporary Care Worker.

6.3          The Temporary Care Worker will be paid as appropriate by Keyline following receipt of a time sheet signed by the Client, which will be deemed conclusive evidence that the Client:

(a)           is satisfied with the work done by the Temporary Care Worker;

(b)           agrees to and accepts these Terms and Conditions; and

(c)           agrees to pay the Fees in accordance with clause 4 in full and without dispute or deduction.

6.4          The Client will not be entitled to decline to sign a time sheet on the grounds that it is dissatisfied with the Temporary Care Worker’s work. In cases of unsatisfactory work, the Client should apply the provisions of clause 7.

7.             Termination of an Assignment

7.1          The Client or Keyline may terminate an Assignment at any time without prior notice[.

7.2          If the Temporary Care Worker terminates an Assignment Keyline will use reasonable endeavours to find a suitable alternative.

7.3          The Client undertakes to properly supervise the Temporary Care Worker to ensure that the Temporary Care Worker works to the standards that the Client expects. If the Client reasonably considers that the services of the Temporary Care Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Care Worker to leave the Assignment immediately, or by directing Keyline to remove the Temporary Care Worker.

7.4          If an Assignment is terminated early, Keyline may reduce or cancel the Fees for the time worked by that Temporary Care Worker, provided that:
(a) the Assignment terminates within 1 hour of the Temporary Care Worker’s commencing the Assignment; and
(b)           the Client provides to Keyline confirmation in writing of the unsuitability of the Temporary Care Worker, including reasonably satisfactory evidence, within 2 hours of the termination of the Assignment.

7.5          The Client will notify Keyline immediately and in any event within 2 hours, if the Temporary Care Worker fails to attend work or notifies the Client that the Temporary Care Worker is unable to attend work for any reason.

7.6          Keyline will notify the Client without delay if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Temporary Care Worker supplied to the Client is unsuitable for the Assignment and will terminate the Assignment.

8.             Confidentiality

8.1          Each Party (Receiving Party) will keep the confidential information of the other Party (Supplying Party) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purpose of and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party will inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 8.1, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.

8.2          The obligations of clause 8.1 will not apply to any information which:

(a)           was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

(b)           is, or becomes, publicly available through no fault of the Receiving Party;

(c)           is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(d)           was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or

(e)           is required to be disclosed by order of a court of competent jurisdiction.

8.3          The obligations set out in this clause will survive termination of this Agreement.

9.             Data protection

The parties will comply with their respective obligations under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018 or other applicable data protection legislation.

10.          Warranties, liability and indemnities

10.1        While Keyline will make reasonable efforts to ensure reasonable standards of skills, integrity and reliability in Temporary Care Workers and to comply with the Client’s requirements, the Client accepts and agrees that Keyline gives no warranty as to the suitability of any Temporary Care Worker for any Assignment.

10.2        Keyline confirms that, in supplying any Temporary Care Worker to the Client, it is not aware of anything which will cause any detriment to the interests of that Temporary Care Worker or the Client if the Temporary Care Worker fulfils the Assignment.

10.3        Neither Keyline nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the introduction or supply of a Temporary Care Worker to the Client or with any failure by Keyline to introduce or supply a Temporary Care Worker for all or part of any period booked by the Client (except that in the latter case the Client may be entitled to a reduction or cancellation of the Fee payable), unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of Keyline. In particular, but without limitation, Keyline will not be liable for any loss, injury, damage, expense or delay arising from, or in any way connected with:

(a)           any failure of the Temporary Care Worker to meet the Client’s requirements for all or any of the purposes for which the Temporary Care Worker is required by the Client; or

(b)           any act or omission of a Temporary Care Worker, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

(c)           any loss, injury, damage, expense or delay suffered by a Temporary Care Worker.

10.4        Except in the case of death or personal injury caused by Keyline’s negligence, the liability of Keyline under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever will not exceed the Fee(s) paid or due to be paid by the Client to Keyline under this Agreement. Keyline will not be liable for any matter not reported to it within 5 days of its occurrence. The provisions of this clause 10.4 will not apply to clause 10.6.

10.5        Neither Party will be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 10.5 will not apply to clause 10.6.

10.6        The Client will indemnify and hold harmless Keyline from and against all Claims and Losses arising from loss, damage, liability, injury to Keyline, its employees and third parties, by reason of or arising out of:

(a)           any loss, injury, expense or delay suffered or incurred by a Temporary Care Worker, however caused; and/or

(b)           any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Temporary Care Worker, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; and

(c)           any loss, injury or delay suffered or incurred by Keyline as a result of any act or omission of the Client

that arises directly or indirectly out of or is in any way connected with the relevant Assignment, any information supplied by the Client to Keyline or the Client’s breach of these Terms and Conditions. Claims will mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and Losses will mean all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

10.7        Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

11.          Termination of this Agreement

11.1        Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party (Other Party). The notice will take effect as specified in the notice:

(a)           if the Other Party is in material breach of its obligations under this Agreement. If the breach is capable of remedy within 14 days, the breach is not remedied within 14 days by the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or

(b)           if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt; or

(c)           on a party receiving not less than 30 day’s notice.

11.2        On termination of this Agreement, the Client will pay for all Recruitment Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by Keyline for the performance of the Recruitment Services prior to the date of termination.

12.          General

12.1          Force majeure
Neither Party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party.

12.2          Amendments
No amendment or variation of this Agreement will be valid unless confirmed as agreed, in writing, by an authorised signatory of each Party.

12.3          Assignment
Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

12.4          Entire agreement
This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

12.5          Waiver
No failure or delay by Keyline in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

12.6          Agency, partnership, etc
This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

12.7          Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

12.8          Interpretation
In this Agreement unless the context otherwise requires:

(a)           words importing the singular number include the plural number and vice versa and words importing persons include firms, companies and corporations and vice versa;

(b)           any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(c)           the headings to the clauses of this Agreement are not to affect the interpretation;

(d)           any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and

(e)           where the word ‘including’ is used in this Agreement, it will be understood as meaning ‘including without limitation’.

12.9          Notices
Any notice to be given under this Agreement must be in writing and sent by first class mail to the address of the relevant Party set out in the Contract Details.

12.10          Law and jurisdiction
The validity, construction and performance of this Agreement is governed by English law and will be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

12.11          Third parties
The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

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