Background:
Haven Paraplanning has expertise in the provision of paraplanning support services to advisers in the financial services sector including without limit report writing, data harvest, technical research and analysis, portfolio review and construction of bespoke investment portfolios. The Client has requested and Haven Paraplanning has agreed to provide some or all of such services as described and any future matters which the Client and Haven Paraplanning shall agree in writing from time to time ("the Agreed Services")
Terms of Appointment
1. The Client hereby appoints Haven Paraplanning and Haven Paraplanning hereby agrees to be appointed to provide the Agreed Services upon and subject to the terms of this Agreement and the Terms of Business set out, this Agreement and the said Terms of Business (being together "the Client Agreement").
2. The Appointment shall commence on the date Haven Paraplanning receives a copy of this Agreement duly signed by the Client ("the Effective Date") and shall continue thereafter unless and until terminated by either the Client or Haven Paraplanning giving four weeks’ notice in writing to the other. Such notice period shall commence on the Monday of the week following the week in which the notice is given. The Appointment may also be terminated in accordance with the provisions set out in the Terms of Business.
3. During the continuance of the Appointment the Client shall pay to Haven Paraplanning a fee for the Services as agreed by the Client and Haven Paraplanning (as amended from time to time in accordance with the Client Agreement) or failing which at Haven Paraplanning's standard rates in force from time to time;
4. The Client acknowledges and agrees that the Agreed Services are provided to the Client for the sole use of the Client in advising its own clients. Save as set out in the Client Agreement Haven Paraplanning accepts no responsibility for any advice given or services provided by the Client to any client of the Client whether based on information or material provided in the course of the provision of the Agreed Services or not. The Client hereby agrees to indemnify Haven Paraplanning from and against all claims, losses, damages or costs (including legal costs) incurred or suffered as a result of any action brought by a client against the Client or Haven Paraplanning as a direct or indirect result of advice given by the Client and the Client shall at all times maintain (and on reasonable request produce to Haven Paraplanning reasonable evidence of) professional indemnity insurance at such level as shall be sufficient to enable the Client to meet its obligations under this clause.
5. Haven Paraplanning may in appropriate circumstances and on receipt of a duly signed letter of authority from the Clients customer approach third party institutions on behalf of the Client to obtain information relating to the Client’s customers’ financial arrangements so as to enable it to provide the Agreed Services. The Client must ensure that it has obtained the necessary authority from the customer concerned and the Client has given Haven Paraplanning express permission to do so. Haven Paraplanning shall be entitled to charge an additional fee for providing such additional services and the fee chargeable will be as agreed in advance or failing agreement at Haven Paraplanning’s standard rates from time to time.
Terms of Business
1. Interpretation
In these terms, words and expressions shall have the meaning given to them in the Agreement; and
“Control”: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:
a. by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or
b. as a result of any powers conferred by the articles of association or any other document regulating that or any other body corporate,
and a “Change of Control” occurs if a person who controls any body corporate ceases to do so or if another person acquires Control of it
“Charges” means the Fees and any other fees agreed between the Client and Haven Paraplanning for the provision of the Agreed Services or otherwise or in the absence of such agreement Haven Paraplanning’s standard charges relating to the Agreed Services from time to time.
“Client Material” means any documents or other materials and any data or other information to be provided by the Client relating to the Agreed Services.
“Data Protection Legislation” unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation to the GDPR or the Data Protection Act 1998.
“Event of Default” any act or omission on the part of Haven Paraplanning falling within term 7.7
“Haven Paraplanning Material” means any documents or other materials and any data or other information provided or created by Haven Paraplanning relating to the Agreed Services.
“Personnel” persons employed, engaged or appointed by Haven Paraplanning and engaged in the provision of the Agreed Services.
The headings in these terms are for convenience only and shall not affect their interpretation
2. The Client Agreement
2.1. Any quotation given by Haven Paraplanning in respect of Agreed Services is an invitation to the Client to appoint Haven Paraplanning within 28 days of the quotation date to provide the Agreed Services in accordance with these terms and any other special terms referred to in the quotation or accepted and agreed by Haven Paraplanning.
2.2. An order or request for services placed by the Client constitutes an offer by the Client to purchase Agreed Services in accordance with these terms. Any such offer shall only be deemed to be accepted when Haven Paraplanning receives from the Client the Agreement duly signed by the Client.
2.3. The conditions of the Client Agreement apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. If the Client submits an instruction containing terms inconsistent with or purporting to override any conditions of the Client Agreement, Haven Paraplanning’s acknowledgment or acceptance of such instruction shall constitute a counter-offer on these terms.
2.4. Haven Paraplanning reserves the right without any liability to the Client to refuse to provide the Agreed Services if in its absolute discretion such provision would be unlawful, offensive or otherwise contrary to the public interest.
2.5. Haven Paraplanning may at any time without notifying the Client make any changes to the Agreed Services which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Agreed Services.
3. Agreed Services
3.1. Haven Paraplanning shall supply the Agreed Services to the Client in accordance in all material aspects with the specific requirements (if any).
3.2. Haven Paraplanning shall use all reasonable endeavours to ensure that all Personnel involved in the supply of the Agreed Services are, in Haven Paraplanning’s reasonable opinion, suitably skilled in the duties required of them and will take all reasonable steps to ensure such Personnel comply with relevant legislation and any procedures or policies requested by the Client in relation to the provision of those Agreed Services.
3.3. If the Client Agreement is cancelled by the Client, or any part of the Agreed Services are cancelled, unless otherwise agreed by Haven Paraplanning, Haven Paraplanning shall be entitled to be reimbursed by the Client for all expenditure reasonably incurred in preparation for the provision of the Agreed Services up to a maximum amount equal to the Fees.
3.4. The Client shall be responsible for final proof reading on all work provided by Haven Paraplanning in the course of providing the Agreed Services. Any work provided by Haven Paraplanning that include any mistakes of fact where Haven Paraplanning are responsible will be remedied free of charge if Haven Paraplanning is notified by the Client within 14 days of receipt of the relevant material. Any amendments to the Haven Paraplanning Material (i) required as a result of a change in material detail or any objective previously agreed with the Client or (ii) following receipt by Haven Paraplanning of the Client’s approval of the Haven Paraplanning Material may result in an additional charge.
3.5. Haven Paraplanning will use its best endeavours to comply with any agreed date or dates for the supply of the Agreed Services but, unless otherwise expressly agreed, such date or dates shall constitute only statements of expectation and shall not be binding. Accordingly, the time of the provision of the Agreed Services shall not be of the essence and if Haven Paraplanning fails to supply the Agreed Services by any specified date, such failure shall not constitute a breach of the contract and the Client shall not be entitled to treat the contract as thereby repudiated or to rescind it or any related contract in whole or in part or claim compensation for such failure for any consequential loss or damage resulting therefrom.
3.6 To enable Haven Paraplanning to provide the Agreed Services the Client shall ensure that the terms of any Client Material are complete and accurate, shall co-operate with Haven Paraplanning in all matters relating to the Agreed Services and shall provide Haven Paraplanning with such information and materials as Haven Paraplanning may reasonably require in order to supply the Agreed Services, and ensure that such information is accurate in all material respects.
4. Charges and Payment
4.1. Unless otherwise agreed by Haven Paraplanning, the Client shall, without deduction or set off, pay the Charges and any additional sums which are agreed between the parties for the provision of the Agreed Services, or which in Haven Paraplanning’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.
4.2. All Charges quoted to the Client for the Provision of the Agreed Services are exclusive of any applicable Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
4.3. Haven Paraplanning shall in respect of any retainer be entitled to invoice in advance on the first day of the relevant retainer period and in respect of other Charges Haven Paraplanning shall be entitled to invoice the Client upon completion of the provision of the Agreed Services or monthly or at any other times agreed with the Client. Unless otherwise agreed the Client shall make payment by direct transfer to such bank account as Haven Paraplanning may from time to time notify the Client for that purpose.
4.4. The Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax) within 14 days of the date of Haven Paraplanning’s invoice. Time for payment is of the essence.
4.5. If payment is not made on a due date, Haven Paraplanning shall be entitled, without limiting any other rights it may have:
4.5.1. to charge a late payment fee of £100 plus 10% of the outstanding amount due (both before and after any judgement)
4.5.2. to charge interest on the outstanding amount (both before and after any judgement) at the rate of 4% per annum above the Bank of England base rate from time to time accruing on a daily basis from the due date until the outstanding amount is paid in full
4.5.3. to cease all further work on behalf of the Client whether under this or any other contract without liability to the Client in respect of any or loss or damage sustained by the Client as a result PROVIDED THAT in any such event the Client shall not in any respect be released from its obligations to Haven Paraplanning.
4.6. Where the Client requests and Haven Paraplanning agree to provide services which are not part of the Agreed Services then those services shall be chargeable as agreed or failing agreement at Haven Paraplanning’s standard rates from time to time.
4.7. Haven Paraplanning reserve the right to increase its fee rates, provided that such charges cannot be increased more than once in any 12 month period. Haven Paraplanning will give the Client written notice of any such increase 4 weeks before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify Haven Paraplanning in writing within 2 weeks of the date of Haven Paraplanning’s notice and Haven Paraplanning shall have the right without limiting its other rights or remedies to terminate the Client Agreement by giving 4 weeks’ written notice to the Client.
5. Intellectual Property Rights
5.1. Haven Paraplanning shall, unless otherwise agreed own all intellectual property rights (including copyright) relating to the Haven Paraplanning Material. Subject to payment in full by the Client of all Charges, Haven Paraplanning grants to the Client, with immediate effect, a non-exclusive, non-terminable, royalty-free licence to use the relevant Paraplanners’ Material for the purposes only of the specific client of the Client for whom Haven Paraplanning Material was prepared and/or such other purpose as may be set out in the Agreement.
5.2. The Client shall, unless otherwise agreed own all intellectual property rights (including copyright) relating to the Client Material.
5.3. The Client shall at its own expenses supply Haven Paraplanning with all necessary documents or other materials, and all necessary data or other information within sufficient time to enable Haven Paraplanning to provide the Agreed Services in accordance with this Client Agreement. The Client shall ensure the accuracy and completeness of all Client Material.
5.4. The Client shall at its own expense retain duplicate copies of all Client Material and insure against its accidental loss or damage. Haven Paraplanning shall have no liability for any such loss or damage, however caused.
5.5. The Client may, at any time (whether before or after completion of the Agreed Services, or after termination of Haven Paraplanning’s engagement under this Client Agreement), request a copy or copies of (some or all of) the Haven Paraplanning Material from Haven Paraplanning. On the Client’s payment of Haven Paraplanning’s reasonable charges for providing the copy (or copies), Haven Paraplanning shall provide the copy (or copies) to the Client.
5.6. Each Party undertakes to the other to keep confidential all Client Material and Paraplanners Material and all information concerning the others business and affairs which it may acquire as a result of the provision of the Agreed Services (whether or not specifically designated as confidential) and shall not use or disclose the same save for the purpose of the provision of the Agreed Services. This term shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party (and shall cease to apply if at any future time they become public knowledge through no fault of the other party) or which is already in the other’s possession other than as a result of a breach of this term.
5.7. The Client warrants that any Client Material and its use by Haven Paraplanning for the purpose of providing the Agreed Services will not infringe the copyright or other rights of any third party and the Client shall indemnify Haven Paraplanning against any loss, damages, costs, expenses or other claims arising from any such infringement or alleged infringement.
6. Data Protection and Data Processing
6.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This term 6 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
6.2. The parties acknowledge that for the purposes of the Data Protection Legislation in relation to data provided by the Client for the purposes of providing the Agreed Services, the Client is the data controller and Haven Paraplanning is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
6.3. Without prejudice to the generality of term 6.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Haven Paraplanning for the duration and purposes of the Client Agreement.
6.4. Without prejudice to the generality of term 6.1, Haven Paraplanning shall, in relation to any Personal Data processed in connection with the performance by Haven Paraplanning of their obligations under these Terms:
6.4.1. process that Personal Data in accordance with the written instructions of the Client unless Haven Paraplanning are required by the laws of any member of the European Union or by the laws of the European Union applicable to Haven Paraplanning to process Personal Data (Applicable Data Processing Laws). Where Haven Paraplanning are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Haven Paraplanning shall promptly notify the Client of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit Haven Paraplanning from so notifying the Client;
6.4.2 ensure that it has in place appropriate technical and organisational measures, 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 and without limit, 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);
6.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
6.4.4 not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled:
6.4.4.1 the Client or Haven Paraplanning have provided appropriate safeguards in relation to the transfer;
6.4.4.2 the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
6.4.4.3 Haven Paraplanning comply with their obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
6.4.4.4 Haven Paraplanning comply with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
6.4.5 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;
6.4.6 notify the Client without undue delay on becoming aware of a Personal Data breach;
6.4.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Client Agreement unless required by Applicable Data Processing Law to store the Personal Data; and
6.4.8 maintain complete and accurate records and information to demonstrate its compliance with this term 6.
6.5. The Client consents to Haven Paraplanning appointing a third-party processor of Personal Data under the Client Agreement. Haven Paraplanning confirms that it has entered or (as the case may be) will enter with a third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this term 6. As between the Client and Haven Paraplanning, Haven Paraplanning shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this term 6.
6.6. Haven Paraplanning may in appropriate circumstances and on receipt of a duly signed letter of authority from the Clients customer approach third party institutions on behalf of the Client to obtain information relating to the Client’s customers’ financial arrangements so as to enable it to provide the Services. The Client must ensure that it has obtained the necessary authority from the customer concerned and the Client has given Haven Paraplanning express permission to do so. Haven Paraplanning shall be entitled to charge an additional fee for providing such additional services and the fee chargeable will be as agreed in advance or failing agreement at Haven Paraplanning’s standard rates from time to time.
7. Warranties and Liabilities
7.1. Haven Paraplanning warrants to the Client that it will provide the Agreed Services using reasonable care and skill and, so far as reasonably possible, in accordance with any specific requirements referred to in the Agreement and at the intervals and within the times referred to. While Haven Paraplanning will use reasonable endeavours to use up to date and accurate and comprehensive information and resources in the provision of the Agreed Services, Haven Paraplanning does not accept responsibility for the accuracy or completeness of any information provided to it or obtained from third party sources in good faith.
7.2. Haven Paraplanning shall have no liability to the Client for any loss, damage, costs expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client that are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or no-arrival, or any other fault of the Client.
7.3. The Client agrees and acknowledges that Haven Paraplanning is not authorised or regulated by the Financial Conduct Authority to give advice.
7.4. Haven Paraplanning makes no representations as to the benefit to the Client arising out of the provision of the Agreed Services and there is neither expressed nor shall there be implied into the contract between Haven Paraplanning and the Client any conditions or warranties as to the same. In particular but without limit, the Client acknowledges and agrees that in providing the Agreed Services Haven Paraplanning has no liability for and is making no recommendations or representations as to the availability, quality or suitability of any product in respect of the Client or of the capability or qualifications of any adviser recommended by Haven Paraplanning and the Client shall be responsible for taking such steps as may be desirable or appropriate to satisfy itself in these respects. Further any arrangement whether contractual or otherwise entered into by the Client with the provider of any product or any such adviser shall be the responsibility of the Client and Haven Paraplanning shall have no liability in relation to it.
7.5. Except in respect of death or personal injury caused by Haven Paraplanning’s negligence, or as expressly provided in these Terms, Haven Paraplanning shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Haven Paraplanning, its servants or agents or otherwise) which arise out of or in connection with the provision of the Agreed Services or their use by the Client.
7.6. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Client Agreement.
7.7. The following provisions set out Haven Paraplanning’s entire liability (including any liability for the acts and omission of its Personnel) to the Client in respect of:
7.7.1. any breach of its contractual obligations arising under the Client Agreement (and the Client hereby agrees to allow Haven Paraplanning not less than 28 days in which to remedy any breach); and
7.7.2. any representation statement or tortious act or omission including negligence arising under or in connection with the Client Agreement.
7.8. Haven Paraplanning’s liability to the Client for death or injury resulting from its own or that of its Personnel’s negligence shall not be limited.
7.9. Haven Paraplanning shall accept liability to the Client in respect of damage to the tangible property of the Client resulting from the negligence of Haven Paraplanning or its Personnel.
7.10. The entire liability of Haven Paraplanning in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Client Agreement in respect of any Event of Default shall in all circumstances be limited to the price paid for the Agreed Services which are the subject of the relevant claim.
7.11. Haven Paraplanning shall not under any circumstances whatever be liable for loss of profits or loss of business or depletion of goodwill and/or similar losses or loss of anticipated savings or loss of contract or loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses (even if such loss was reasonably foreseeable or Haven Paraplanning had been advised of the possibility of the Client incurring the same).
7.12. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Client Agreement.
7.13 Haven Paraplanning shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of the same upon Haven Paraplanning within 3 months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware,
7.14. Haven Paraplanning shall not be liable to the Client or be deemed to be in breach of the Client Agreement by reason of any delay in performing, or any failure to perform, any of Haven Paraplanning’s obligations in relation to the Agreed Services, if the delay or failure was due to any cause beyond Haven Paraplanning’s reasonable control.
8. Termination
8.1. Either party may terminate the Client Agreement forthwith by notice in writing to the other:
8.1.1. if the other commits a breach of this Client Agreement which in the case of a breach capable of remedy shall not have been remedied within 28 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy;
8.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
8.1.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
8.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
8.1.5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator or administrative receiver or receiver is appointed, over the other party (being a company); or
8.1.6. the other party (being an individual) is the subject of a bankruptcy petition or order; or
8.1.7. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
8.1.8. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events
and Haven Paraplanning may terminate the Client Agreement forthwith by notice in writing to the Client if there is a Change of Control of the Client and the Client has not within 14 days of the Change of Control entered into a new Client Agreement with Haven Paraplanning in a form satisfactory to Haven Paraplanning.
8.2. Upon the termination of this Client Agreement for whatever reason, each party shall deliver up to the other all confidential information in whatever form, documents and copies thereof of the other and relating to the Agreed Services which are in its possession, power, custody or control at that time
8.3 Termination of the Client Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of the Client Agreement as at the date of termination and, in particular but without limitation, the right to recover damages against the other and all provisions which are expressed to survive this Client Agreement shall remain in full force and effect.
8.4. Subject to the other provisions of these Terms, the Client Agreement and Haven Paraplanning shall terminate automatically on the completion of the provision of all Services.
8.5. On termination of the Client Agreement for any reason the Client shall immediately pay to Haven Paraplanning all of Haven Paraplanning’s outstanding unpaid invoices and interest and, in respect of Agreed Services supplied but for which no invoice has been submitted, Haven Paraplanning shall submit an invoice, which shall be payable by the Client immediately on receipt;
8.6 Terms which expressly or by implication have effect after termination shall continue in full force and effect.
9. General
9.1. The Client Agreement is personal to the Client and shall not be capable of assignment by the Client.
9.2. Haven Paraplanning may sub-contract any of its obligations under the Client Agreement but Haven Paraplanning’s liability to the Client for all matters so sub-contracted shall not be affected.
9.3. For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of the Client Agreement the Client Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
9.4. The Client Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Haven Paraplanning which is not set out in the Client Agreement.
9.5 The relationship of Haven Paraplanning to the Client will be that of independent contractor and nothing in the Client Agreement or these terms shall render Haven Paraplanning or any of its employees or contractors an employee, worker, agent or partner of the Client.
9.6. The Client Agreement shall be governed by and construed in all respects in accordance with English law and each of the parties irrevocably submits to the non-exclusive jurisdiction of the English courts.
9.7. No failure or delay on the part of either party hereto to exercise any right or remedy under the Client Agreement shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in the Client Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
9.8. Any notice to be given under the Client Agreement by either party to the other shall be in writing and shall be deemed duly served if (a) delivered personally or sent prepaid registered post to the addressee at the address of that party shown at the head of the Client Agreement or (b) sent to the party at the email address notified in writing by a party to the other for the purposes of the Client Agreement or (c ) at such other address or email address as the party to be served may have notified (in accordance with the provisions of this Term) for the purposes of the Client Agreement. Any notice sent by prepaid registered post shall be deemed served 48 hours after posting to an address in the United Kingdom. In proving the service of any notice it will be sufficient to prove, that the letter was properly stamped, addressed and placed in the post or delivered or left at the current address if delivered personally. Any notice sent by email shall (subject to written confirmation of the notice being sent by prepaid registered post in accordance with the foregoing provisions of this clause within 24 hours of the time of transmission of the email) be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
