Terms and conditions of sale

These Terms and Conditions will apply to the provision of goods and services by The Compliance Office Ltd (“The Compliance Office”) a private limited company registered in England and Wales under number 09133668 whose registered office is at 20 Grosvenor Place, London, SW1X 7HN .

These terms and conditions apply when you place an order with us, whether in person, by telephone, email or online for:

1. Consultancy services; and/or
2. Training, template documents and/or E-learning; and/or
3. Use of our Web Application.

1. Definitions and Interpretation

• 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• 1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:1.
• • 1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • 1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • 1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
  • 1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions;
  • 1.2.5 “We”, “Us”, “Our” “Ourselves” and similar terms is a reference to The Compliance Office Limited;
  • 1.2.6 “You”, “Your” and “You’re” is a reference to the user or viewer of the Services, and/or the Client/organisation for the purposes of providing the Services;
  • 1.2.7 a “Party” or the “Parties” refer to the parties to the Agreement; and
  • 1.2.8 “Website” is a reference to www.complianceoffice.co.uk.
• 1.2 The headings used in these Terms and Conditions are for convenience only and will have no effect upon the interpretation of these Terms and Conditions.
• 1.4 Words imparting the singular number will include the plural and vice versa.
• 1.5 References to any gender will include the other gender.
• 1.6 References to persons will include corporations.

2. The Compliance Office’s Obligations

• 2.1 We will provide the Services with reasonable skill and care, commensurate with prevailing standards in the profession in the United Kingdom.
• 2.2 We will act in accordance with all reasonable instructions given to us by the Client provided such instructions are compatible with the scope of the Services, as defined in the Agreement.
• 2.3 We will be responsible for ensuring that we comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
• 2.4 We will use all due and proper care to ensure that the manner in which We provide the Services does not have any adverse effect upon the name, reputation, image or business of the Client.
• 2.5 We may, in relation to certain specified matters, act on Your behalf. Such matters will not be set out in the Agreement but will be agreed between the Parties as they arise from time to time.
• 2.6 We will use all reasonable endeavours to accommodate any reasonable changes in the Order which may be requested by You in accordance with sub-Clause 6.2, subject to Your acceptance of any related reasonable changes to the Fees which may be due as a result of suc h changes.
• 2.7 The Compliance Office is authorised under the terms of a software reseller agreement to license and supply the Software to Clients.

3. Consultancy Services

• 3.1 The Compliance Office will use all reasonable endeavours to ensure that all consultancy templates, manuals, documents, training and plans prepared by Us will, as closely as is reasonably and legally possible and practicable, match the Client’s requirements.
• 3.2 When preparing the consultancy templates, manuals, documents, training and plans We will, from time to time (or as agreed in writing between the Parties), consult with You with respect to the same and will use all reasonable endeavours to accommodate any preferences expressed or any alterations required.
• 3.3 We may make any alterations to the Services which are necessary to comply with any statutes, regulations, byelaws, standards, codes of conduct or other rules without the prior knowledge or approval of You. Alterations made under this provision will be permitted only to the extent that is absolutely necessary for compliance.  In the event that such alterations are required, We will inform You as soon as is reasonably possible after the event.
• 3.4 Whilst a general description of our consultancy services is available on our Website, all Services to be delivered under the Agreement will be set out in the Order.
• 3.5 Unless expressly agreed otherwise, We cannot provide You with legal advice. No guidance We provide or work We produce should be relied upon as if it were legal advice regardless of the topic or the professional background of the individual providing the guidance or drafting.
• 3.6 We will endeavour to acknowledge and respond to Your queries within a reasonable timescale. Please note however that We will not always be able to acknowledge or substantively respond to queries within one working day.

4. Training and E-learning

• 4.1 The provision of our Services may encompass related training and e-learning.
• 4.2 Access to Our E-learning courses and template documents can be provided via Our Website for You or Your firm.
• 4.3 Training can also be delivered in person if expressly agreed in the Order Form.
• 4.4 From time to time we may offer packages containing both e-learning and written training templates available on our Website or Web Application.
• 4.5 We reserve the right to update and make amendments to our Training and E-learning programmes at any time without notice to you.
• 4.6 Payment of Fees will be in accordance with Clause 8.

5. Web Application Licence

• 5.1 Use of Our Web Application may be provided to You under licence for the term set out in the Order Form or as otherwise expressly agreed.
• 5.2 Use of Our Web Application includes browsing a page (or pages) and in particular, accessing, purchasing or adding any data to the Web Application.
• 5.3 Unauthorised use of Our Web Application may give rise to a claim for damages and/ or be a criminal offence.
• 5.4 We will be entitled to modify the features and functionality of the Web Application as part of ongoing development, without notice to you. We will use reasonable endeavours to ensure that any such modification does not adversely affect your use of the Web Application.
• 5.5 We do not warrant or represent that the Web Application will be free from errors and interruptions.
• 5.6 While our intention is for the Web Application to be available at all times, this cannot be guaranteed. We accept no responsibility for, and will not be liable for, the Web Application being temporarily unavailable.
• 5.7 If We provide you with a user ID or password then You must ensure that these are kept confidential. All users have a level of responsibility for ensuring the security of their login credentials.
• 5.8 You agree to adhere to best practice in maintaining security as a user and, in particular, to selecting and confidentially storing passwords which adhere to best practice.
• 5.9 Our Web Application enables users to store certain data in online databases. Where the contracting party is Your employer, they retain ownership of that data at all times and it will be handled in accordance with their instructions subject to the requirements of this agreement and to legal and regulatory requirements.
• 5.10 You are responsible for ensuring that any data entered into the Web Application is stored lawfully, that the necessary consents are obtained (where required) and that its integrity and accuracy is maintained.
• 5.11 While We take information security seriously You acknowledge that security of the data placed within Our Web Application cannot be guaranteed. In order to best mitigate potential security risks only anonymised client data (i.e. with the use of reference numbers) should be placed within the Website application.
• 5.12 To the extent permitted by applicable law, We disclaim all other warranties and conditions as to the Web Application including but not limited to implied warranties relating to quality, fitness for a particular purpose, or ability to achieve a particular result. This does not exclude any liability for fraudulent misrepresentation.
• 5.13 Web Application licensed under these terms and conditions will be deemed to include all related documentation (in whatever media) supplied with the Web Application.
• 5.14 Web Application licensed under this Agreement will not include any updates, upgrades, new releases or new versions unless a Web Application maintenance agreement is entered into.
• 5.15 The Web Application licence granted under these terms and conditions is for Your, and Your permitted users’ use only, is non-exclusive and cannot be transferred or sublicensed.
• 5.16 The Web Application may only be used in connection with Your own internal business purposes and that of your associates and subject to other restrictions on use in clause 6.
• 5.17 Web Application Fees will be specified in the Order Form.
• 5.18 Payment of Fees will be in accordance with Clause 9.

6. Client’s Obligations and Restrictions

• 6.1 You will:
  • 6.1.1 within one month of receiving a Proposal from Us, inform Us in writing either of Your acceptance or will submit Your reasons for non-acceptance including any proposed changes.
  • 6.1.2 use all reasonable endeavours to promptly supply any and all information reasonably required by Us to enable Us to provide the Services.
  • 6.1.3 provide all decisions and approvals required by Us in a reasonable and timely manner. We will not be liable for any delay in the Services resulting from Your failure to comply with this provision.
• 6.2 You may, from time to time, issue reasonable instructions to Us in relation to Our provision of the Services. Any such instructions should be compatible with the scope of the Services as defined in the Order Form.
• 6.3 If using our Web Application You will, and you will procure that Your users will, comply with the Web Application licence obligations set out herein.
• 6.4 In relation to the Web Application, You and Your users are not permitted to:
  • 6.4.1 make copies of the Web Application, the Website, or Our Works including but not limited to training materials, manuals or templates.
  • 6.4.2 translate, adapt, disassemble, decipher, decompile, or reverse engineer the Web Application or Our Works or allow others to do so, except as expressly authorised by Us in writing (and except to the extent that applicable laws specifically prohibit such restriction);
  • 6.4.3 use the Services in any manner to provide service bureau, time sharing, or other computer services to third parties;
  • 6.4.4 modify or create derivative works of the Web Application, the Website or Our Works;
  • 6.4.5 permit the Web Application, the Website or Our Works derived from the provision of Services, or any part of it to be combined or merged with or become incorporated in any other program or project;
  • 6.4.6 encumber the Web Application or the Website; or
  • 6.4.7 remove or alter any copyright or other proprietary notice on the Web Application or Our Works.

7. Fees, Payment and Records

• 7.1 All Fees payable by You will be set out in the Order Form and payable within 7 days of the date of the invoice.
• 7.2 If the Order Form specifies payment of deposit or retainer Fees, this payment must be settled within 7 Business Days of Our request and prior to commencement of any Works or Services.
• 7.3 During the course of provision of the Services of any project work, We reserve the right to raise interim or monthly invoices.
• 7.4 We reserve the right to pause the commencement or continuation of the Services pending receipt of our Fees.
• 7.5 Where Orders are placed via our Website, Fees set out on Our Website will apply and will be charged at the time of placing the Order. Where template documents are purchased, downloadable versions are provided.
• 7.6 We reserve the right to amend our Fees shown on Our Website at any time.
• 7.7 Without prejudice to sub-Clause 16.5.1, any sums which remain unpaid following the expiry of the time period set out in sub-Clause 7.1 will incur interest on a daily basis at 4% above the base rate of Bank of England from time to time until payment in full is made.
• 7.8 Where any payment pursuant to the Agreement is required to be made on a day which is not a Business Day, it may be made on the next following Business Day.
• 7.9 All sums payable under the Agreement by You are exclusive of any value added or other tax (except corporation tax or other taxes on profit), for which You will be additionally liable.

8. Intellectual Property Rights

• 8.1 The Compliance Office will own (and retain) all intellectual property rights (at all times throughout the world) subsisting in any and all Works created in the course of performance of the Services. Title to all such Works will remain with the Compliance Office at all times, subject to Our right to assign and/or licence the same in the future.
• 8.2 The Compliance Office will assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.
• 8.3 You will be granted a non-exclusive licence over all The Compliance Office’s Works. The licence will allow You to use and copy all such Works only as specified in these Terms and Conditions.
• 8.4 In the event that You wish to use any of The Compliance Office’s Works for any purposes outside of the scope of the Project or the Specified Purposes, express written consent must be sought.
• 8.5 Where any payments due under the Agreement are overdue by a period exceeding 14 days, The Compliance Office will have the right, exercisable by written notice to You, to suspend any licences granted under Clauses 11 and 12 until all such payments are received by Us in full.

9. Copyright in our Works

• 9.1 Our Website and Works contain material which is owned by or licensed to Us. Unless otherwise expressly stated, copyright, database right or similar rights in all material presented on Our website and Works distributed through the provision of Our Services (including graphical images, text, video clips, reprographics, sounds, demos, patches and other files) is owned, controlled or licensed by Us and is protected or covered by copyright, trade mark, intellectual property law and other proprietary rights.
• 9.2 Reproduction of this material is prohibited save for circumstances prescribed by these terms and conditions. No permissions or licences other than those specified in these terms and conditions are granted and no part of the content of Our Web Application, Works, or Services may otherwise be reproduced or redistributed in any form or for any purpose.
• 9.3 You have limited permission to display, print or download template documentation from our Website application for use in your own business. For the avoidance of doubt, You are not permitted to make commercial use of the any material originating from the application or to commercialise any such material in any way. Template documentation should not be distributed or shared with others outside of the business including being re-sold or amended in some way and then re-sold.
• 9.4 Any material originating from Our Works, Services or Web Application which You save to disk or to any other storage system or medium may only be used for subsequent viewing purposes or to print extracts for use in Your own business. It may not be transferred by any staff member or principal to a new business.
• 9.5 You may not (whether directly or indirectly including through the use of any program) create a database in an electronic or other form by downloading and storing all or any part of the materials subject to copyright from Our Works, Services or Web Application without Our prior written consent save as expressly authorised by an agreement in writing between the parties. For the avoidance of doubt this does not prevent You from downloading data which You Yourself have stored within the application where express provision is made for this within the application itself.
• 9.6 You may not amend, republish, distribute, reproduce, adapt or modify any of the materials subject to copyright from this application or use any of the materials for public performance or otherwise make commercial use of this application or any materials located on it without our prior written consent.
• 9.7 Any permissions granted terminate automatically if you breach any of these terms or other terms and conditions applicable to Our website or Services.

10. Indemnity, Liability and Proceedings

• 10.1 Our liability for any and all claims, losses or damage in respect of any individual occurrence or a series thereof arising out of any one event will be limited to 5x the total amounts paid or payable by You for goods or Services provided by Us (including for the avoidance of doubt the Web application) in the 12 months preceding such a claim.
• 10.2 Each party’s liability to the other in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with this agreement will not extend to any loss of profits, business opportunity, goodwill, data or corruption of date, anticipated savings or any special, indirect or consequential loss or damage whatsoever.
• 10.3 Nothing in these Terms and Conditions will limit the liability of either Party in respect of:
  • 10.3.1 Death or personal injury (caused through negligence, to the extent that such injury results from the negligence or wilful default of a party or its employees; or
  • 10.3.4 fraud or fraudulent misrepresentation; or
  • 10.3.3 any other liability to the extent the same cannot be excluded or limited by law.
• 10.4 In respect of any training or e-learning Services, template documentation, Web Application and other goods and Services, these are general in nature only. They should not be relied upon as if they were advice upon Your individual circumstances.
• 10.5 It remains Your own responsibility to ensure that any material or information provided is used in such a way as to meet your regulatory and other duties. In addition, while We endeavor to ensure that our template material, template compliance registers, CPD templates, training and Website content contains up-to-date and accurate information this cannot be guaranteed.
• 10.6 You acknowledge and accept that information and material in our products including our template documentation, training, Web Applications and other goods may contain inaccuracies or errors.
• 10.7 Whilst We do our best to ensure that our and web application is free from anything which may cause Our users a problem, due to the nature of the internet We are unable to make any warranty that the contents of the Website are free from infection by viruses or anything else which has contaminating or destructive properties and We will have no liability in this respect.
• 10.8 From time to time, Our Services may include links to other websites. These links are provided for your convenience to provide further information only. The presence of a link on Our website does not mean that We endorse the website(s). We have no responsibility for the content of the linked website(s) and We are unable to provide any assurances as to the reliability, accuracy or appropriateness of the content.
• 10.9 Some of the content on Our website may be provided by users adding comments, postings and messages. These do not constitute or represent Our opinions or beliefs. We accept no responsibility for and make no representations relating to messages, postings, comments and discussions. We do not confirm or represent the legitimacy, accuracy, reliability, correctness or currency of any data or postings entered by a user. We specifically prohibit under these terms and Conditions, the making of defamatory comments and infringement of copyright and We will not accept any liability in respect of such a communication or infringement.

11. Insurance

The Compliance Office will ensure that it has in place professional indemnity insurance in place. Further details can be made available upon request.

12. Third Party Rights

Nothing in the Agreement will confer or purport to confer upon any third party other than lawful assignees any benefit or the right to enforce any term of the Agreement.

13. Confidentiality

• 13.1 Except as provided by sub-Clause 13.2 and subject to complying with their legal obligations, another Clause in the Agreement, or as authorised in writing by the other Party, each Party will, at all times during the continuance of the Agreement and after its termination:
  • 13.1.1 keep confidential all Confidential Information;
  • 13.1.2 not disclose any Confidential Information to any other party;
  • 13.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
  • 13.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
  • 13.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 13.1.1 to 13.1.4 above.
• 13.2 Either Party may:
  • 13.2.1 disclose any Confidential Information to:
    • 13.2.1.1any employee, sub-contractor or supplier of that Party;
    • 13.2.1.2 any governmental or other authority or regulatory body; or
    • 13.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
    • to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party will first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 13.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 13, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
    • 13.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

• 13.3 The provisions of this Clause 13 will continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

14. Force Majeure

• 14.1 No Party to the Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
• 14.2 In the event that a Party to the Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of 30 days, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties will agree upon a fair and reasonable payment for all work completed up to the date of termination in accordance with the provisions of sub-Clause 20.2.  Such payment will take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
• 14.3 The Parties acknowledge that where this Agreement is executed during the COVID-19 pandemic and that the effects of such pandemic including related restrictions that have existed at any time until such execution will not constitute Force Majeure.

15. Suspension of Services

• 15.1 The Compliance Office will have the right to suspend its provision of the Services if:
  • 15.1.1 You are in default of Your obligations arising under any statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the Project; or
  • 15.1.2 any sum owing to Us by You under any of the provisions of the Agreement is not paid within 7 Business Days of the due date for payment (this provision will be without prejudice to the right to terminate the Agreement arising under sub-Clause 16.3.1).
• 15.2 Where suspension under this Clause 15 is to/has last/lasted for a period exceeding 30 days, We may request that You issue instructions to resume the provision of the suspended part(s) (or all, as appropriate) of the Services. If no such notice is received within a period of 5 Business Days We will have the right to terminate the suspended part(s) (or all, as appropriate) of the Services.

16. Term, Termination and Cancellation

• 16.1 The Agreement will come into force on the agreed commencement date and will continue for the term set out in the Order Form.
• 16.2 Where a term is not stipulated in the Order Form, such as in the case of consultancy services, the Services may be terminated by You on 30 days’ written notice.
• 16.3 We may cancel Services at Our discretion where:
  • 16.3.1 Any deposit or retainer Fees have not been settled;
  • 16.3.2 The Goods or Services are not available;
  • 16.3.3 We do not deliver in Your area;
  • 16.3.4 one or more of the Goods you ordered was listed at an incorrect price due to a typographical, administrative or technical error or an error in the pricing information.
  • In the event of cancellation under this clause 16.3, we will credit Your original payment method within 30 days of cancellation of Your order.
• 16.4 Cancellation of Order outside of the terms set out in this clause will incur the full Fees payable under the Order.
• 16.5 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
  • 16.5.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 7 Business Days of the due date for payment;
  • 16.5.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
  • 16.5.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
  • 16.5.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
  • 16.5.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
  • 16.5.6 anything analogous to any of the foregoing under the law of any relevant jurisdiction occurs in relation to the other Party;
  • 16.5.7 that other Party ceases, or threatens to cease, to carry on business; or
  • 16.5.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 16, “control” and “connected persons” will have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
• 16.6 For the purposes of sub-Clause 16.5.2, a breach will be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
• 16.7 The rights to terminate the Agreement will not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

17. Effects of Termination

Upon the termination of all or part of the Agreement for any reason:

• 17.1 any sum owing by either Party to the other under any of the provisions of the Agreement will become immediately due and payable such sums to be assessed by an independent third party to be appointed upon the mutual agreement of the Parties;
• 17.2 any and all relevant licences granted under these terms and conditions will terminate subject to the Parties agreeing, in good faith, upon new terms for their continuance or agreeing upon a sum in consideration for the assignment of all relevant and/or required intellectual property rights. Any negotiations under this sub-Clause 17.2 for the continued rights to use intellectual property rights licenced under the Agreement will be conducted in good faith by the Parties;
• 17.3 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect;
• 17.4 termination will not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
• 17.5 partial termination will not affect or prejudice any rights or obligations under the Agreement except those which relate only to the terminated part(s) of the Services. All remaining rights and obligations under the Agreement will be unaffected and will remain in full force and effect;
• 17.6 subject as provided in this Clause 17 and except in respect of any accrued rights neither Party will be under any further obligation to the other; and
• 17.7 each Party will (except to the extent referred to in Clause 16) immediately cease to use, either directly or indirectly, any Confidential Information, and will immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

18. Data Protection

The Parties agree to comply with their respective obligations under the Data Protection Act 2018 and Directive 95/46/EC, the EU General Data Protection Regulation 2016/679 and any successor legislation. Full details on how we process personal data can be found in our Privacy Notice, located at: https://complianceoffice.co.uk/privacy-and-cookies-policy/

19. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.

20. Further Assurance

Each Party will execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Services and any related Agreement into full force and effect.

21. Sub-Contracting

We will be entitled to perform any of the obligations undertaken through any suitably qualified and skilled sub-contractors or employees.

22. Relationship of the Parties

• 23.1 Nothing in the Agreement will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in any related Agreement for the provision of Services.
• 23.2 A person who is not a party to these Terms and Conditions shall have no rights under the United Kingdom Contracts (Rights of Third Parties) Act 1999.

23. Non-Solicitation

• 23.1 Neither Party will, for the term of the Agreement and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.
• 23.2 Neither Party will, for the term of the Agreement and for a period of 12 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

24. Notices

• 24.1 All notices to The Compliance Office will be in writing and sent to andrew.donovan@complianceoffice.co.uk
• 24.2 Notices will be deemed to have been duly given on the business day following transmission.

25. Entire Agreement

• 25.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
• 25.2 Each Party will acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

26. Counterparts

• The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered will be an original, but all the counterparts together will constitute one and the same instrument.

27. Severance

• In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) will be deemed severed from the remainder of the Agreement and/or these Terms and Conditions.  The remainder of the Agreement and/or these Terms and Conditions will be valid and enforceable.

28. Law and Jurisdiction

• 28.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) will be governed by, and construed in accordance with, the laws of England and Wales.
• 28.2 Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) will fall within the exclusive jurisdiction of the courts of England and Wales.