Carer Agreement

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THE LIVE IN CARE COMPANY
CARER & INTRODUCER TERMS AND CONDITIONS
1 THESE TERMS
1.1 These terms and conditions apply between you, the person who has registered with The Live in Care Company as a carer (“you”, “your”) and Helpd Limited (company number 10549608) trading as The Live in Care Company (“we”, “us”, “our”).
1.2 Please read these terms carefully as they set out your and our legal rights and duties. In particular, clause 20 sets out the parties’ maximum liability to one-another under the Carer & Introducer Contract.
2 CONTACT
2.1 Our registered office address is The Live in Care Company, Office 20, CP House, Otterspool Way, Watford, Hertfordshire, England, WD25 8HR.
2.2 You can also contact us via message on your online portal, by email to carers@theliveincarecompany.co.uk or you can call us on 0118 449 2373.
2.3 If we need to contact you then we will email you at the email address associated with your account. We may also write to you at your postal address. If we need to speak to you urgently then we may call, text or WhatsApp message you. We may send contractual written notices to you by email or post.
3 DEFINITIONS
The below definitions apply in the Carer & Introducer Contract. Additional rules of interpretation are also set out in clause 25.1 below.
3.1 “Client” the person arranging care for the Service User. If the Service User arranges care for themselves then they are both the Client and Service User.
3.2 “Care Contract” the self-employed carer agreement entered into between you and a Client, under which you provide care services to the Service User.
3.3 “Carer & Introducer Contract” the contract between you and us governing your access to and use of our Platform and the terms on which we may introduce you to Service Users for the purpose of entering into a Care Contract. The Carer & Introducer Contract incorporates these terms and conditions.
3.4 “Documentation” the documentation made available to you by us online via www.theliveincarecompany.co.uk (or such other web address notified by us to you from time to time).
3.5 “Service User” the individual recipient of care services under a Care Contract. If the Service User arranges care for themselves then they are both the Client and Service User.
3.6 “Platform” our online platform at www.theliveincarecompany.co.uk (or any other website notified to you by us from time to time), access to which is granted under the terms of the Carer & Introducer Contract.
4 CONTRACT FORMATION AND DURATION
4.1 In order to register as a carer on the Platform, you are required to accept these terms. It is at this point in time that the Carer & Introducer Contract comes into existence. The Carer & Introducer Contract will continue until we stop operating the Platform or you delete your account, unless the Carer & Introducer Contract is terminated before then by you or us in accordance with clause 21.
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4.2 We are not a party to the Care Contract between you and the Client.
5 VETTING AND SETTING UP YOUR PROFILE
5.1 Following your registration with the Platform we will start our onboarding process which consists of the steps set out in clause 5.2. You agree to give us your full and prompt cooperation in relation to the onboarding process including by providing us with all necessary information and documentation.
5.2 The onboarding process comprises:
5.2.1 verifying your photographic ID and proof of address and confirming your identity and right to live and work in the UK;
5.2.2 if applicable, verifying your qualifications and training certificates;
5.2.3 verifying that you have passed a Disclosure and Barring Service (DBS) check within the past 3 years. If you cannot provide proof of this then we may with your permission conduct a DBS check using an external provider and you will be required pay the cost of performing this search;
5.2.4 conducting one or more online face-to-face interviews with you; and
5.2.5 obtaining at least 2 references from previous clients, colleagues or employers.
5.3 We will not list you as a carer on the Platform, nor will you be eligible to be introduced to Clients, until each step of the onboarding process is completed to our satisfaction.
5.4 A Client or prospective Client may request copies of the documentation referred to in clause 5.2. We will only share the documentation if you agree to us doing so.
6 INTRODUCTIONS AND THE CARE CONTRACT
6.1 We act as an ‘introductory agency’ as defined in the Care Quality Commission (CQC) guidance. We introduce Clients to registered carers via the Platform. We are not an employment agency and we are not a care agency or home care agency. In particular, we do not have the right to make changes to the care plans of Service Users, arrange rotas for your provision of care, or to change the provision of the care services to the Service User. Please see the CQC guidance for a full explanation: https://www.cqc.org.uk/guidance-providers/registration/personal-care-ongoingrole-introductory-agencies-individual-care.
6.2 From time to time we will receive requests from Clients asking to be introduced to a carer to provide in-home care services for a Service User. Sometimes the Client and the Service User will be the same person.
6.3 We endeavour to notify you of relevant opportunities, including the Service User’s general location, their care needs and preferences, the desired or expected work pattern or duration and the fee payable.
6.4 If you are interested in an assignment and believe you have the appropriate professional competency then you can ask us to introduce you to the Client by responding to the notification you receive. We may ask you to answer additional questions about yourself before we put you forwards. We will endeavour to provide your details to the Client unless we do not think you are well suited to the role.
6.5 Once we have shared your details with the Client, they will decide whether they want to be introduced to you. If an introduction is made then you should discuss the assignment with the Client before they and you individually make a decision on whether to enter into a Care Contract.
At the Client’s request, we may be present at the initial meeting between the Client and yourself.
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6.6 We do not independently verify the information we receive from Clients. We do not have any liability to you if any information provided by the Client proves to be inaccurate or misleading. We recommend that you make reasonable efforts double-check the information received from the Client before you enter into the Care Contract.
6.7 You are not obligated to enter into a Care Contract with a Client if you do not want to take on the assignment. However, if you do agree to provide care services for that Client then you must do so on the terms of our standard template Care Contract. You are not allowed to contract with them in a way that avoids paying us our commission unless the Client has paid us a placement fee.
6.8 We may introduce multiple prospective carers to a Client for a single assignment. The Client has absolute discretion over which carer(s) to choose to be introduced to.
6.9 We do not guarantee that you will receive any work as a result of registering on the Platform or from the introductions we make.
6.10 The Care Contract is based on a set of standard terms for an independent worker, which we provide. We are not a party to the Care Contract; it is only between the Client and you. You are not allowed to enter into a contract with the Client or Service User on any other terms unless the Client has paid us a placement fee.
6.11 As the end of the assignment, the Care Contract will come to an end. If the Client renews the assignment with you then you will need to enter into another Care Contract covering the renewed period. We will notify you of the availability of repeat assignments unless the Client has asked us not to (for example, because the Client did not think you were a good fit).
6.12 Under the terms of the Care Contract you may be entitled to appoint a suitable substitute to take over your duties. If you decide to exercise this right then you agree to ensure that the substitute complies with your obligations under the Carer & Introducer Contract as though they were a party to the contract.
7 CARE CONTRACT CANCELLATIONS/TERMINATION
7.1 You confirm that you understand that Clients and Service users depend on predictable and planned care and support. Cancellations of Care Contracts without sufficient warning or good reason can cause inconvenience and distress to the Client and Service User. You could also be exposed to criminal and/or civil liability.
7.2 You will therefore endeavour to give reasonable notice to the Care Client before cancelling an assignment. What is reasonable will depend on the circumstances and it may be reasonable in some circumstances to give no notice. As a guide, we consider 14 days’ prior notice to be reasonable for cancelling an assignment which has not started yet, assuming the Care Contract was entered into more than 14 days before the start date.
7.3 If you or the Client terminate or cancel a Care Contract then you agree to tell us about the termination/cancellation immediately so that we can update our records.
8 FEES
8.1 The fees under the Care Contract must be calculated on an hourly or daily rate for the assignment. The rates may not change during the course of the Care Contract, although additional Care Contracts can be entered into to add additional services and those services may be charged for at different rates. To change rates for care services which have already been agreed under a Care Contract, the Client and you need to agree to terminate the existing Care Contract and to enter into a new Care Contract which sets out the new rates.
8.2 Please be aware that if the Client chooses to engage or employ you directly, and thus stop using our services, the Client will be required to pay us an upfront, non-refundable fee equivalent to 26 weeks of our average commission. You must not assist the Client in trying to circumvent this payment obligation.
9 INVOICING AND OUR COMMISSION
9.1 You are not permitted to receive any payments from the Client except for your fees (in the amount stated on the Client’s invoice) and your pre-approved expenses.
9.2 The amount of the fees you will receive for each assignment are stated in the Care Contract.
9.3 We invoice the Client for your fees, all applicable VAT and your pre-approved expenses. Payment is required prior to the assignment commencing. Your rates and pre-approved expenses are paid directly to you once the Client makes payment.
9.4 We are not liable to you for any late or non-payment by the Client.
9.5 You agree to provide us with your full and prompt assistance in the event that the Client has any queries on the invoice. For example, if the Client has questioned the recorded number of hours or days you have worked. If there has been an overpayment to you then you agree to immediately repay the amount of the overpayment to the Client on request.
10 YOUR AGREEMENT NOT TO INTRODUCE CARERS TO THE CLIENT
10.1 You agree not to introduce carers known to you, whether or not they are registered on the Platform, to the Client or Service User without our prior written agreement.
10.2 If you breach this obligation then, without detracting from our other legal rights, you will be liable to us in full for any losses (including loss of revenue) and related costs which we suffer as a result. You agree to reimburse us all such amounts immediately on demand.
10.3 This clause 10 does not apply if you are appointing a genuine substitute under an existing Care Contract.
11 POLICIES AND LEGAL COMPLIANCE
11.1 You must comply with our policies at all times. Our current policies are listed in clause 11.2. We may amend the listed policies and/or add to this list of policies from time to time by giving you notice in writing.
11.2 Our policies are:
11.2.1 Care Standards Policy. This policy sets out the standards we expect of care providers who use our Platform. A copy is available from [https://www.theliveincarecompany.co.uk/care-standards-policy/]. You are required to comply with the Care Standards Policy at all times.
11.2.2 Safeguarding Policy – This policy explains how we, and the carers we work with, comply with safeguarding legislation to protect the welfare of vulnerable Service Users. A copy is available from https://www.theliveincarecompany.co.uk/safeguardingpolicy/]. You are required to comply with the Safeguarding Policy at all times.
11.2.3 Complaints Policy – We take all customer complaints seriously. Our Complaints Policy outlines the process for us dealing with complaints. You will provide your full cooperation in relation to any complaints which concern you. A copy is available from [https://www.theliveincarecompany.co.uk/complaints-policy/].
11.3 When performing your obligations under the Carer & Introducer Contract and the Care Contract you must at all times comply with the law. This includes the Care Standards Act 2006, the Care Act 2015, the Safeguarding Vulnerable Groups Act 2006 and the Protection of Vulnerable Groups (Scotland) Act 2007.
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11.4 You represent and warrant that neither you, nor any member of your household:
11.4.1 has been the subject of an arrest, criminal investigation, criminal charges, actual or threatened civil claim or any other legal action involving (or allegedly involving) violence, abuse, neglect, theft or fraud, or any offence that involves: endangering the safety of others, dishonesty, professional negligence or illicit drugs; or
11.4.2 has ever been on the sex offenders’ register or any similar register.
11.5 If circumstances mean you are unable to give the representations and warranties in clause 11.4 for any reason at any time then you must tell us immediately.
12 YOUR OTHER OBLIGATIONS
12.1 You warrant and represent that all information you provide to us is accurate and not misleading. Breach of this clause 12.1 shall be a material breach which cannot be remedied for the purposes of clause 21.4.
12.2 You must:
12.2.1 be over the age of 18;
12.2.2 have appropriate insurance in place to be able to work in a Service User’s home;
12.2.3 provide us with all requested co-operation in relation to the Carer & Introducer Contract;
12.2.4 without affecting your other obligations under the Carer & Introducer Contract, comply with all applicable laws and regulations when performing your obligations under the Carer & Introducer Contract;
12.2.5 carry out all other responsibilities set out in the Carer & Introducer Contract in a timely and efficient manner. In the event of any delay in you providing requested assistance to us, we shall have no liability for any resulting delay in the performance of our duties to you; and
12.2.6 obtain and maintain all necessary licences, consents, and permissions necessary for you to perform your obligations under the Carer & Introducer Contract.
12.3 As a self-employed contractor, you are solely responsible for the payment of income tax, National Insurance contributions and any other applicable taxes or contributions arising from the payments you receive for the services you provide under the Care Contract.
12.4 For the avoidance of doubt, you are not entitled to receive holiday pay from us.
13 OUR OTHER OBLIGATIONS
13.1 We will perform our obligations under the Carer & Introducer Contract with reasonable care and skill.
13.2 We will use commercially reasonable commercial endeavours to make the Platform available 24/7 (excluding public holidays) except for:
13.2.1 planned maintenance whereby we have made reasonable endeavours to notify you of the service interruption reasonably far in advance (and such notices may be sent via the Platform); and
13.2.2 periods of unplanned maintenance arising in case of emergency or critical issue where it is not practicable to give you reasonable advanced notice of the downtime.
13.3 We warrant that we have, and will maintain, all necessary licences, consents, and permissions necessary for the performance of our obligations under the Carer & Introducer Contract.
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13.4 The Carer & Introducer Contract shall not prevent us from entering into similar agreements with third parties.
14 PLATFORM ACCESS
14.1 You will be provided with a single login to the Platform which is tied to the email address you registered with. You can change the associated email address by logging into the Platform.
14.2 You must not share your login details with any other person. You must use all reasonable endeavours to prevent unauthorised access to, or use of, your Platform account. You can find advice on creating strong passwords on the National Cyber Security Centre website at www.ncsc.gov.uk.
14.3 We reserve the right to suspend your Platform account or to force a password reset if we suspect that your account has been compromised or that there has been unauthorised access to your account.
14.4 You have sole responsibility for ensuring the legality, reliability, integrity, accuracy and quality of the content you upload to the Platform. You must ensure it is accurate, not misleading and is regularly kept up to date.
14.5 You agree not to introduce any other carers to the Client or Service User (except as your substitute, if permitted to do so under the terms of the Care Contract).
14.6 You shall not:
14.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
14.6.2 access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation; or
14.6.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to any third party, or
14.6.4 attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Documentation, other than as expressly permitted under these terms; or
14.6.5 introduce or permit the introduction of, any virus or vulnerability into our network and
information systems.
14.7 We may, without notice or liability to you, remove any material on the Platform that we reasonably deem to be inappropriate, inaccurate or misleading.
14.8 We do not warrant that:
14.8.1 your use of the Platform will be uninterrupted or error-free;
14.8.2 that the Platform, Documentation and/or the information obtained by you through the Platform will meet your requirements; or
14.8.3 the Platform will be free from vulnerabilities or viruses.
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15 PROPRIETARY RIGHTS
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Platform and the Documentation. Except as expressly stated herein, the Carer & Introducer Contract does not grant you any rights to, under or in, any patents, copyright, database right,trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of our Platform or the Documentation.
16 DATA PROTECTION
We process your personal data as a data controller in the circumstances set out in our Privacy Policy at www.theliveincarecompany.co.uk/privacy-policy.
17 CONFIDENTIALITY
17.1 For the duration of the Carer & Introducer Contract and for a period of five years afterwards, you and we each agree not to disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.2.
17.2 You and we may respectively disclose the other party’s confidential information:
17.2.1 to our respective employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under or in connection with the Carer & Introducer Contract. We shall respectively ensure that our employees, officers, representatives, contractors, subcontractors or advisers to whom we respectively disclose the other’s confidential information comply with this clause 17;
17.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
17.2.3 to promote our services as set out in clause 18.
17.3 Neither you nor we shall use the other’s confidential information for any purpose other than to exercise our respective rights and perform our respective obligations under or in connection with the Carer & Introducer Contract. We may also use your confidential information where strictly necessary to maintain the safeguarding of Service Users.
18 PROMOTION
18.1 From time to time we may receive reviews from Clients and Service Users about your performance. At our discretion, we may publish these alongside your profile information on our websites, in hardcopy publications, on our social media pages and in other advertisements and promotions we run.
18.2 Unless you have opted-out from within the Platform, we will additionally use your Platform profile information (including in particular your name, profile picture and highlight reel) to promote the Platform, our services and your services as a care provider.
18.3 For full information about how we use your personal data for promotional purposes, please read our Privacy Policy at https://www.theliveincarecompany.co.uk/privacy-policy/ .
19 INDEMNITY
19.1 You shall defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees)
incurred by us arising out of or in connection with:
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19.1.1 your breach, non-performance or negligent performance of the Carer & Introducer Contract;
19.1.2 the enforcement of the Carer & Introducer Contract.
20 LIMITATION OF LIABILITY
20.1 Except as expressly stated to the contrary in these terms:
20.1.1 we shall have no liability to you for content submitted to the Platform by you, or for any actions taken by us at your direction;
20.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Carer & Introducer Contract; and
20.1.3 the Platform and the Documentation are provided to you on an “as is” basis.
20.2 Nothing in the Carer & Introducer Contract excludes our liability:
20.2.1 for death or personal injury caused by our negligence; or
20.2.2 for fraud or fraudulent misrepresentation.
20.3 Subject to clause 20.1 and clause 20.2:
20.3.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Carer & Introducer
Contract; and
20.3.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Carer & Introducer Contract shall be limited to the amount of the commission we have received from assignments you have been paid for during the 6 months immediately preceding the date on which the claim arose.
21 TERMINATION AND SUSPENSION
21.1 You can terminate the Carer & Introducer Contract without needing to give a reason by giving us 14 days’ notice in writing. Termination is conditional upon:
21.1.1 you having paid us in full all amounts (if any) which you owe to us; and
21.1.2 you not being subject to any ongoing complaints or disputes.
21.2 You may terminate the Carer & Introducer Contract immediately by notice to us if we have breached the terms of the Carer & Introducer Contract and have failed to remedy such breach (if it is capable of remedy) within 60 days of you asking us to do so in in writing.
21.3 We may terminate the Carer & Introducer Contract at any time without needing to give a reason by giving you 14 days’ written notice.
21.4 We may terminate the Carer & Introducer Contract immediately by written notice to you if you materially breach any of the terms of the Carer & Introducer Contract and (if such breach is capable of remedy) you fail to remedy the breach within 7 days of us asking you to do so.
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21.5 Without affecting any other right or remedy available to it, either party may terminate the Carer & Introducer Contract with immediate effect by giving written notice to the other party if the other party:
21.5.1 applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
21.5.2 takes any other step or action in connection with: its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
21.5.3 is the subject of a bankruptcy petition, application or order; or
21.5.4 if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
21.6 Without affecting any of our other rights and remedies and without liability to you, we may suspend our obligations under the Carer & Introducer Contract, and suspend your account on the Platform, in the circumstances set out in clause 21.4 or clause 21.5 above. We will notify you if your account is suspended and will endeavour to work with you to resolve the issues giving rise to the suspension. If we suspend your account then we shall not be prevented from subsequently terminating the Carer & Introducer Contract in accordance with this these terms and conditions.
22 CONSEQUENCES OF TERMINATION
Following termination of the Client Contract for any reason, your Platform account will be terminated and you will immediately cease to have any rights to use the Platform or Documentation.
23 PERSONAL DATA
For information about how we use your personal data, please refer to our Privacy Policy at [https://www.theliveincarecompany.co.uk/privacy-policy/].
24 NOTICES
24.1 Any notice required to be given under the Carer & Introducer Contract shall be in writing and shall
be sent:
24.1.1 to us at carers@theliveincarecompany.co.uk or by post to our registered office address;
or
24.1.2 you, in accordance with clause 2.3; and
24.2 Notices shall be deemed to have been received:
24.2.1 if sent by email, at the time of transmission;
24.2.2 if delivered by hand, at the time the notice is left at the proper address; and
24.2.3 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting.
25 GENERAL
25.1 Interpretation. The following rules of interpretation apply in these terms and conditions:
25.1.1 a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
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25.1.2 a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision; and
25.1.3 any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
25.2 Updates. We may update these terms from time to time by giving you notice in writing.
25.3 Interest. If you or we fail to make any payment due to the other by the due date for payment then, without affecting the other’s rights and remedies, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current Bank of England base lending rate of from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
25.4 Assignment and other dealings. The rights provided under the Carer & Introducer Contract are granted to you only. You may not sub-license or transfer your rights under the Carer & Introducer Contract to any other person.
25.5 Force majeure. We shall not have any liability to you under the Carer & Introducer Contract if we are prevented from, or delayed in, performing our obligations under the Carer & Introducer Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
25.6 Variation. Subject to clause 25.2, no variation of the Carer & Introducer Contract or these terms and conditions shall be effective unless it is in writing and signed by our authorised representative.
25.7 Waiver. No failure or delay by us to exercise any right or remedy provided under the Carer & Introducer Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy by us. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy by us.
25.8 Rights and remedies. Except as expressly provided in these terms and conditions, the rights and remedies provided under the Carer & Introducer Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
25.9 Set-off. We may at any time, without notice to you, set off any liability of you to us against any liability of us to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under The Carer & Introducer Contract. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
25.10 Severance.
25.10.1 If any provision or part-provision of the Carer & Introducer Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Carer & Introducer Contract.
25.10.2 If any provision or part-provision of the Carer & Introducer Contract is deemed deleted under clause 25.10.1 you and we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
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25.11 Entire agreement.
25.11.1 The Carer & Introducer Contract, and any documents referred to in the Carer & Introducer Contract, constitute the entire agreement between you and us. They supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
25.11.2 You and we each acknowledge that in entering into the Carer & Introducer Contract, neither you nor we rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Carer & Introducer Contract.
25.11.3 You and we each agree that neither you nor we shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Carer & Introducer Contract.
25.12 Assignment. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Carer & Introducer Contract.
25.13 No partnership or agency. Nothing in the Carer & Introducer Contract is intended to or shall operate to create a partnership between you and us. Although we are acting as an ‘introductory agency’, nothing in the Carer & Introducer Contract authorises either party to act as legal agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
25.14 Third party rights. The Carer & Introducer Contract does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.15 Governing law. The Carer & Introducer Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
25.16 Jurisdiction. You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Carer & Introducer Contract or its subject matter or formation (including non-contractual disputes or claims).