Terms & Conditions

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
These Terms and Conditions are the standard terms of engagement for Cleaning Services supplied by So Fresh & So Clean UK Ltd, a Company registered in England and Wales under Company number 10338378, whose registered office is Nexus Business Centre 6 Darby Close, Cheney Manor Industrial Estate, Swindon, SN2 2PN.

By using the Company’s Service, the Client agrees to these terms and conditions of business.

1. Definitions

1.1. In these Terms and Conditions, the following definitions apply:

“Charges”means the price for the cleaning services
“Cleaner”means the member of the Company’s team who will be performing the services
“Cleaning Visit”means the visit to the Client’s Premises by the Cleaner to carry out the Service
“Client”means the person or the organisation (including their employees, agents or assigns) for whom the Company provides cleaning services.
“Company”means So Fresh & So Clean UK Ltd, and includes all employees and agents of So Fresh & So Clean UK Ltd
“Contract”means the Contract consisting of the Company’s Quotation, and these terms
“Parties”means the Company and the Client, and Party shall mean either one
“Premises”The place (e.g., house, holiday let or office) where the cleaning services will be undertaken
“Quotation”means the letter or other communication to the Client setting out the Cleaning Charges for the requested Cleaning Services
“Services”means the Cleaning Services as set out in the Quotation
“Writing”includes electronic mail and comparable means of communication

1.2. Unless the context requires otherwise, reference to the singular includes the plural.

1.3. The headings contained in these Terms are for convenience only and do not affect their
interpretations.

2. The Contract

2.1. These Terms and Conditions represent a contract between the Client and the Company.

2.2. Unless otherwise agreed in writing by a director of the Company, these Terms and Conditions shall prevail over any other terms of business or purchase conditions put forward by the Client.

2.3. Any illustrations, descriptions, and imagery either displayed on the Company’s website, in marketing materials (both offline and online), catalogues, price lists, or others are intended merely to present 2 a general idea of works and services provided by the Company. No part of these shall form part of
any contract.

2.4. Upon receiving a service enquiry from the Client, the Company will provide the Client with a quotation.

2.5. All quotations are only valid for 30 days from the date of Quotation.

2.6. Before the Company can begin to provide the services, the Client must confirm in writing (the Client’s Order) that they accept the Quotation.

2.7. The terms of this Agreement shall be deemed to have been conclusively accepted by the Client upon the Client signing this Agreement. Subsequently, no variation to any of the terms of this Agreement shall be effective unless agreed in writing by duly authorised signatories of both the Client and the Company.

2.8. The Client agrees that any use of the Company’s services, including placing an order for services by telephone, email, live chat, or website forms, shall constitute the Client’s acceptance of these Terms and Conditions.

2.9. This Contract is considered to start when the Company send the Client a written acknowledgement of the Client’s Order (Start Date).

2.10. No variation or alteration of these Terms and Conditions shall be valid unless the Company have approved them in writing.

2.11. The Company reserves the right to change any part of these terms and conditions without prior notice. Any alterations will apply to new business but not existing contracts.

3. Quotations

3.1. All quotations are given by the Company following a request by the Client and shall remain open to acceptance for a period of 30 days from their date. The Company reserves the right to amend the initial quotation should the Client’s original requirements change or upon the Company’s inspection of the property.

3.2. Quotations are based on the services provided; the Company does not operate on an hourly rate basis.

3.3. The Quotation is based on the work carried out during normal working hours, which may include weekends, subject to written agreement. The Company does not work on Bank Holidays and has an extended shutdown over Christmas. Clients will be notified of the details of the Christmas shutdown
well in advance.

3.4. Any estimates of how long it will take the cleaning services to complete the job provided are based on the average time it takes to clean a house/flat or an office of similar size to yours. It isn’t easy to calculate precisely how long such tasks may take, and a degree of flexibility may be required.

3.5. Unless otherwise stated, the quotation excludes the clearing of debris created by tradesmen or building work.

3.6. The Company reserves the right to increase charges quoted at any time due to changes in external factors, including (but not limited to) minimum wage increase, national living wage increase, increase in the cost of supplies, equipment and consumables supplied by So Fresh & So Clean UK Ltd – may result in price increases. These increases will always be communicated to the Client in writing before implementation; however, they are non-negotiable increases.

4. Call Out Fee & Charges

4.1. The Company charges a minimum call-out fee of £60 + VAT for all appointments, regardless of the services carried out. If, for any reason, the Company cannot carry out cleaning services during attendance, the minimum one (1) hour call-out fee will still be payable for the Company’s attendance.

4.2. An Abortive Visit Charge (AVC) is applied when an appointment is agreed upon for services at the Client’s premises, and the Cleaner arrives within the appointment slot but cannot carry out the services at or gain access to the Client’s premises.

5. Risk Assessment

5.1. The Company will complete a risk assessment of the Client’s premises before the cleaning services are provided (although the Company understand in some circumstances, this is not possible). The Client will be included in part of the risk assessment procedure and informed of the outcome.

5.2. Risk assessment can be conducted in person or remotely using video conferencing software such as Zoom or photographs.

5.3. Risk assessments will be reviewed periodically or as necessary

6. Cleaning Services – General

6.1. The Company will provide the Client with a professional cleaning service at an agreed-upon cost. The Company commits to maintaining courtesy and professionalism at all times. If the Client has any concerns about the Cleaner’s conduct, the Client should report it immediately for internal investigation, and the Company will keep the Client informed of the outcome.

6.2. Health and safety are paramount to the Company. If the Company finds conditions unsafe or unfit for work, it will not proceed until conditions improve, and additional charges may apply.

6.3. The Company’s Cleaners can provide an estimated duration for the cleaning service based on the Client’s premises, but please note that actual time may vary. Flexibility is appreciated.

6.4. While the Company strives to remove stains, it cannot guarantee removal of old or permanent stains using standard cleaning methods and equipment.

6.5. The Company aims to assign the same Cleaner for consistency, but this may not always be feasible due to holidays or illness. If there’s a change, the Company will inform the Client beforehand.

6.6. Please note that drying time after hot water extraction cleaning is an estimate, and flexibility may be required.

7. Domestic Cleaning Services

7.1. To undertake the cleaning services, the Client will provide the Company with keys to access the home. If the Client is not home, the keys shall remain at the Client’s premises and will be returned upon request. The Company agrees not to loan, duplicate, or misuse the keys and will use them solely to access the property for cleaning purposes at agreed times. The Company will always ensure the safekeeping of keys and accept responsibility for any costs related to lost, stolen, or misused keys.

7.2. Before service commences, the Client must provide the Company with a detailed list of cleaning requirements. If only a verbal description is provided, the Company will not be responsible for tasks not carried out.

7.3. If the Company needs to collect keys from a different address, a £10.00 charge will be added to the service price. Another £10.00 charge will apply if keys need to be returned elsewhere.

7.4. Pets must be contained during cleaning, and the Company will not be liable for any pets that escape the premises.

7.5. Full access is required on the cleaning day. The Company’s cleaners will move lightweight furniture but only attempt to move items one person can move due to health and safety regulations. The Company will not be liable for areas it couldn’t clean due to reduced access.

7.6. Fragile and highly breakable items must be secured or removed before cleaning. Excluded items from liability include cash, jewellery, sentimental items, art, and antiques.

7.7. The Client must inform the Company immediately if anyone in the household has a contagious illness.

7.8. If the Client has a pet that slows the cleaning process, a 30% additional charge will apply.

7.9. If the Client booked a steam cleaning service and the material to be cleaned is unsuitable upon inspection, a £30.00 fee will be charged.

7.10. While the Client can be present during cleaning, the Company may request the Client to stay in a specific room under certain circumstances.

7.11. The Client agrees to inspect the work immediately after completion and inform the cleaners of any outstanding issues. The cleaners will address any additional work to the Client’s satisfaction.

7.12. If a third party inspects or refuses to inspect the cleaning result, the Company cannot be held responsible for addressing outstanding issues not mentioned by the third party.

8. Commercial Cleaning Services

8.1. Unless otherwise agreed in writing, all contracts for Commercial Cleaning are for a fixed period (“Term”) as referenced in clause 16 below.

8.2. The Company will perform cleaning services as outlined in the Quotation and site job specifications. Cleaning duties beyond these specifications are not the Company’s responsibility, nor is the cleaning standard of areas/facilities outside the specification.

8.3. Any additional or one-off cleaning services requested will require a separate contract and will be charged accordingly.

8.4. The Company will provide holiday and sickness coverage. If cover cannot be provided as scheduled due to circumstances beyond the Company’s control, alternative arrangements will be made as soon as possible.

8.5. The Company requires a second set of keys or safe access to the facilities for mobile support or cover cleaning staff. Failure to provide access may result in cover not being guaranteed, and any resulting charges will apply as per standard terms.

8.6. The Company will source and provide cleaning operatives as required for contract duties.

8.7. The Company will provide all necessary safety documentation, including COSHH, risk assessments, and method statements, and make it available in the site folder. Digital copies can be provided upon request.

8.8. The Company has a desk cleaning policy where no items are touched or cleaned without a written request. The Company is not responsible for the cleanliness of personal items or desk equipment.

8.9. The Client will be informed of any areas or items unable to be visually improved by cleaning alone.

8.10. The Company will conduct regular site audits to ensure service effectiveness.

8.11. The Company will ensure its cleaners comply with the Client’s security and Health and Safety procedures.

8.12. The Client must provide a contactable site representative for access and to address any issues during service. Additionally, two emergency contacts must be provided and authorized to make security decisions during service provision.

8.13. Any required adjustments must be provided to the Company in writing with a minimum of 30 days’ notice

9. Equipment & Consumables

9.1. The Company will provide cleaning equipment and chemicals unless specified in the excluded from service section of the Quotation.

9.2. Standard chemicals, including Windmill Invincible, Windmill Warrior, and Windmill HP, will be provided for cleaning specifications. An additional floor maintenance chemical will be provided at no extra cost if needed. Any additional chemicals not mentioned in the contract will be charged to the Client if required.

9.3. High-grade microfibre products will be used as standard for cleaning specifications. If disposable products are required by the Client or any third party, they will be charged separately and are not included in the contract costs.

9.4. Site consumables such as toilet rolls, bin bags, hand soaps, and paper towels will be supplied by the Client unless otherwise requested. The Company can supply site consumables upon request, subject to acceptance of a formal proposal.

9.5. The Client is responsible for the annual PAT testing of all electrical equipment stored on the site.

10. The Client’s Responsibilities

10.1. The Client must provide running water, electricity, refuse disposal facilities, and sufficient light at the premises where the Service takes place.

10.2. Before each cleaning visit, the Client must ensure that all areas within the scope of the service are free of any perishable goods. Sensitive equipment or similar items must be identified to the Company and protected by the Client before work commences.

10.3. If there are parking restrictions, the Client must obtain relevant permission or provide a parking permit for the Company during the clean.

10.4. If the Client has a key store, they should ensure the Company has the correct code. The Client should notify the Company of any changes to the code during the service. The Client agrees to change the code upon cancellation or termination of the services.

10.5. The Client must inform the Company of any changes to locks or alarm codes before a regular cleaning service. The Company reserves the right to invoice for any lost time if access is denied or alarm systems are triggered due to the Client’s actions.

10.6. For commercial premises, the Client agrees to ensure the premises are safe for the Company’s employees to carry out their work, all access and safety equipment is inspected at regular intervals in accordance with statutory requirements and make available to all staff adequate first aid supplies, the cost of items used to be reimbursed by the Company.

10.7. If the performance of any of the Company’s obligations in respect of the work is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (customer default):

10.7.1. The Company shall, without limiting its other rights or remedies, have the right to suspend the performance of the Services until the Client remedies the customer default and to rely on the customer default to relieve the Company from the performance of any of the Company’s obligations to the extent the customer default prevents or delays the Company’s performance of any of its obligations.

10.7.2. The Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of the Company’s obligations as set out in this clause and

10.7.3. The Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the customer default.

11. Charges and Payment

11.1. Charges specific to this Contract will be outlined in the Company’s Quotation.

11.2. Charges such as congestion, ultra-low emission, and parking will be added to the Client’s invoice unless a different agreement is made in advance.

11.3. The Charges as stated in the Contract do not include value added tax (“VAT”). VAT will be charged at the prevailing rate. The Company’s VAT number is 396199535. All prices are in British pounds sterling.

11.4. Unless otherwise agreed in writing, the Company will invoice the Client on 1st of each month for recurring cleaning services or immediately after completing each ‘one off’ service.

11.5. The Company’s standard payment terms are 28 days from the invoice date. The Company reserves the right to adjust payment terms at any time.

11.6. Where the Company deems appropriate a deposit in the agreement must be paid before work commences.

11.7. Payment may be made by debit/credit card or bank transfer. The Company’s bank details are on the Company’s invoices.

11.8. Any queries relating to an invoice must be received within seven (7) days from the date of the invoice. Until a query is resolved, the Client remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.

11.9. Time for payment is of the essence.

11.10. If payment of any invoice or any part thereof is not made by the due date, the Company may:

11.10.1. Cancel the Contract or suspend any further provision of the services to the Client with immediate effect. Any such period of suspension shall be disregarded for contractual time limits previously agreed for the completion of the services,

11.10.2. Charge interest on invoiced amounts unpaid for more than seven (7) days at the rate of 8% per annum above the Bank of England base rate starting from the day the Invoice becomes overdue until paid, whether before or after any court judgement. Such interest shall accrue daily and be compounded quarterly.

11.10.3. Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to the Client. The Company shall be entitled to submit such reminders weekly once the fees have become overdue.

11.10.4. Seek to recover all costs reasonably incurred by the Company in collecting payment of any overdue invoices from the Client, including legal fees and disbursements.

12. Refunds

12.1. If the scheduled cleaning is missed through no fault of the Company, the prices outlined in the service agreement will remain unchanged and no refund will be given.

12.2. The Company may choose to credit the Client for any services not provided due to factors beyond its control, at its sole discretion.

13. Complaints and Claims

13.1. The Client is to report any problems in writing within 24 hours of service completion. If an issue arises on a Saturday, it must be reported by Monday 12:00 to be considered valid.

13.1.1. Email to .

13.2. The Client agrees to allow the Company to re-clean and inspect disputed areas before seeking third-party services.

13.3. The Company may take up to 5 working days to respond to a complaint.

13.4. Refunds or adjustments must be requested directly from the Company and are subject to approval.

13.5. Clients should understand that carpets may not have a consistent appearance after cleaning due to wear and tear. Sunlight may cause fading, and some stains may not be fully removable. The Company strives for the best results but asks Clients to be aware of these common limitations.

13.6. While the Company takes precautions, accidents may occur. Clients are asked to store away irreplaceable items.

13.7. The Company is not responsible for damage caused by faulty or improper installation of any item.

13.8. The Company and insurance providers will jointly prosecute any attempt at insurance fraud or use of false information. Monetary compensation and legal fees may apply.

13.9. Key replacement or locksmith fees are covered only if the Company’s cleaners lose keys.

14. Insurance

14.1. The Company agree always to have Public and Employers liability insurance. The policy will cover any accidental damages caused by a cleaner working on the Company’s behalf, reported within 24 hours of the service date.

14.2. The Company reserves the right to refuse to share the Company’s confidential documents.

15. Liability

15.1. The Company will endeavour to be on time for any visit, but the Company shall not be liable under any circumstances for any loss, expenses, damages, delays, costs, or compensation (whether direct, indirect, or consequential) that the Client may suffer or incur arising from or in any way connected with the Cleaner’s late arrival at the service address.

15.2. The Company shall not be liable under any circumstances for any loss, expenses, damages, delays, costs, or compensation (whether direct, indirect, or consequential) which the Client may suffer or incur from or in any way connected with:

15.2.1. The cleaning service was not completed due to the lack of suitable/enough cleaning materials, electricity, hot water, or equipment in full working condition.

15.2.2. A Third party entering or present at the Client’s premises during the cleaning process.

15.2.3. Any existing damage to the Client’s property in the form of old stains, burns, etc., that cannot be cleaned/eradicated by the Cleaner using the Client’s cleaning equipment and materials and following the industry standard cleaning methods.

15.2.4. Any damages caused by faulty/not in full working condition equipment or materials supplied by the Client.

15.2.5. The service did not produce satisfactory results because the Client or third party walked on the carpets during or shortly after the cleaning process.

15.2.6. The shrinkage of carpets, rugs, curtains or sofas caused by natural fibre being wet cleaned or by poor fitting.

15.2.7. Carpets expanding or ripples forming during and/or after the cleaning when this is due to factors such as fibre content, wear and tear, weak backing, and/or poor fitting.

15.2.8. A poor cleaning result where this is due to considerable wear and tear and/or staining to the carpet fibres before the service is carried out.

15.2.9. Any odours arising during and/or after cleaning when this is due to factors such as lack of ventilation and/or appropriate heating.

15.2.10. Any damage caused by the Client placing furniture on a carpet that has not completely dried.

15.2.11. Any damages worth £50.00 or less.

15.3. The Company’s maximum liability in any single claim or set of claims is limited to the amount covered by the insuran4e at the time of the incident that led to the claim.

15.4. Nothing in these conditions excludes or limits the Company’s liability for death or personal injury resulting from the Company’s negligence and that of its employees or agents, or for fraud or fraudulent misrepresentation.

15.5. This clause 15 shall survive termination of the Contract.

16. Notice of The Client’s Statutory Right to Cancel (Individuals only)

16.1. As an individual (Consumer), the Client have a statutory right to cancel this Contract within fourteen (14) calendar days starting the day after the Start Date. (Cancellation Period).

16.2. The Client should send the Client’s cancellation notice to the Company in writing via post or email.

16.3. Notice of cancellation is deemed to be served as soon as posted/sent.

16.4. If The Client requires the Company to begin the services within the Cancellation Period, the Company need the Client to make an express request. In such cases, the Client’s right to cancel continues until the end of the Cancellation Period.

16.5. If the Client cancels during the Cancellation Period, the Company may charge the Client for any services provided until the Company receives the Client’s cancellation notice and will provide a partial and proportionate refund accordingly.

17. Contract Period and Determination

17.1. The contract duration is specified in the quotation and service provision contract.

17.2. The Company will undergo an initial probation period of 3 months. Either party can terminate the contract at the end of this period with a written notice of 28 days before the probation period’s end. Failure to provide this notice will confirm acceptance of the full contract term.

17.2.1. The probation period starts as stated in the contract, regardless of circumstances beyond the Company’s control, such as building works or lack of access.

17.2.2. The probation period applies only to the initial term and not to renewed contracts.

17.3. If the Client terminates the agreement before services commence, they must pay the Company an amount equal to the total contract value.

17.4. All work will start within 6 months of signing the contract.

17.5. The Client must give 3 months’ written notice to cancel the service agreement. If cancelled within the contract period, the Client must pay the outstanding total immediately.

17.6. The Company may terminate the contract by giving the Client 3 months’ notice if they cannot meet the required specifications for any reason.

17.7. Any changes in cleaning requirements must be communicated to the Company in writing, and the price may be adjusted accordingly.

17.8. The contract automatically renews for another 12 months on its anniversary date.

17.9. If the contract start date is “TBC” (to be confirmed), it will begin on a mutually agreed date and be updated accordingly.

17.10. The Company will write to the Client about its auto-renewal before the contract anniversary date.

17.11. The Client must confirm the non-renewal of the contract in writing at least 28 days before the contract anniversary date.

17.12. Failure to provide 28 days’ notice or respond to renewal communications results in automatic renewal for another 12 months under the same terms.

18. Cancellations for One-off Services

18.1. The Client can cancel a scheduled service by giving prior notice 24 hours before the cleaning without incurring any cancellation fees; otherwise, the full charge will be payable.

18.2. The Company reserves the right to refuse any cleaning job if the Premise’s condition is hazardous to the health and well-being of our operatives.

18.3. The Company has the right to cancel or reschedule a service in cases where an accident or any unexpected circumstances have befallen the assigned cleaner or cleaning team.

19. Right of Termination

19.1. Should either Party breach a material provision under this Contract, the non-defaulting Party may terminate this Contract immediately and require the defaulting Party to indemnify the nondefaulting Party against all reasonable damages.

19.2. The Company reserve the right to terminate the Contract with immediate effect in the event of any of the following:

19.2.1. That the Client become insolvent or enter some form of insolvency arrangement.

19.2.2. That the Client suspend, threaten to suspend, cease, or threaten to cease to carry on, all or substantially the whole of the Client’s business.

19.2.3. That the Client (being an individual) die or, because of illness or incapacity (whether mental or physical), are incapable of managing the Client’s affairs or become a patient under any mental health legislation.

19.3. Without limiting the Company’s other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Client if the Client fail to pay any amount due under this Contract on the due date for payment.

19.4. All notices of termination of the Contract should be submitted to the other Party in Writing.

20. Consequences of Termination

20.1. On termination of the Contract for any reason:

20.1.1. The Client shall immediately pay the Company all the Company’s outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by The Client immediately on receipt.

20.1.2. The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

20.1.3. Clauses that expressly or implicitly have effect after termination shall continue in full force and effect.

21. Events Outside The Company’s Control (Force Majeure)

21.1. Neither Party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to fire, explosion, flood, storm, epidemic, pandemic, Government action, unusually adverse weather conditions, failure or shortage of power supplies, fault or failure of plant or machinery, war, hostilities, riot, acts of terrorism, strikes, lock-outs or other industrial action or trade dispute (“a Force Majeure Event”).

21.2. In such circumstances, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations.

21.3. If the period of delay or non-performance continues for two (2) months, the Party not affected may terminate this Contract by giving the affected Party 14 days’ written notice.

22. Data Protection

22.1. ‘‘Data Protection Legislation’ refers to the Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced, or updated from time to time.

22.2. All personal information that the Company may collect (including, but not limited to, the Client’s name, postal address, email address, and telephone number) will be collected, used, and held according to the data protection legislation defined above.

22.3. The Company’s privacy policy sets out how it collects, uses, and stores customers’ personal information.

22.4. The Company will not pass on the Client’s personal information to any other third parties for marketing purposes without obtaining the Client’s express consent.

23. Notices

23.1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the Party giving notice (or a duly authorised officer of that Party).

23.2. A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours when Business Hours next begin after the relevant time set out below):

23.2.1. where the notice is delivered personally at the time of delivery.

23.2.2. where the notice is sent by first class post, 48 hours after posting; and

23.2.3. where the notice is sent by email at the time of the transmission (providing the sending Party retains written evidence of the transmission).

23.3. All notices under these Terms and Conditions must be addressed to the most recent postal address or email address notified to the other Party.

24. Other Important Terms

24.1. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as an agent for, or to bind, the other Party in any way.

24.2. This Contract represents the entire Contract between the parties regarding the Cleaning Services supply. It shall prevail over any conditions contained or referred to in any of the Client’s documents.

24.3. If any part of this Contract is found to be void or unenforceable by any court of competent jurisdiction, such part shall be severed from this Contract, which will otherwise remain in full force and effect.

24.4. The failure by the Company at any time or for any period to enforce any one or more of these terms and conditions shall not be a waiver of them or a waiver of the Company’s right to enforce such terms and conditions on a future occasion.

24.5. The Company may transfer or subcontract the Company’s rights and obligations under these terms to another person or organisation, but this will not affect the Client’s rights or the Company’s obligations under these terms.

24.6. The Client may not assign this Contract or any rights or obligations under it without the Company’s prior written consent.

24.7. Nothing in this Contract shall be construed as creating a partnership, joint venture, or agency relationship between the parties. Neither Party shall have the authority or power to bind the other Party or contract in the name of or create a liability against the other Party.

24.8. A person not a party to the Contract shall have no rights under the Contract according to the Contracts (Rights of Third Parties) Act 1999.

24.9. These terms shall remain in force until altered in writing and signed by both parties.

25. Governing Law and Jurisdiction

25.1. This Contract shall be governed by and interpreted according to the law of England and Wales. All disputes arising under the Contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.