Freelancer terms and conditions
1. These Terms
1.1 These terms will apply to all services (the “Services”) provided by the freelancer named on a Scope of Works (the “Freelancer”) to Broadsword Event House Limited (the “Company”) or any trading entity of the Company, including those services as set out in any scope of works or proposals agreed (in writing or otherwise) between the Freelancer and the Company.
1.2 For the purposes of these terms “Scope of Works” shall mean any written agreement for the provision of Services set out in any form as the Company may specify (including for the avoidance of doubt an exchange of emails).
1.3 Any defined terms used herein shall have the meaning as set out in a Scope of Works unless expressly stated otherwise. To the extent any terms in a Scope of Works are contrary to any express provisions in these terms, the relevant provisions in that Scope of Works shall apply.
2. The Services
2.1 At any time during the term of this Agreement, the Company may request that the Freelancer provides a proposal for the provision of Services. If any such proposal is acceptable to the Company, both parties shall agree and sign a Scope of Works.
2.2 In consideration of the payment of the agreed fees by the Company, the Freelancer agrees to provide the Services to the Company in accordance with the relevant Scope of Works and on the terms and conditions set out in this Agreement.
2.3 For the avoidance of doubt, the Freelancer shall be free, subject to the terms of this Agreement, to provide other services to other parties.
3. Fees and Expenses
3.1 In exchange for the Freelancer delivering the Services, the Company will pay the fees in accordance with the rates set out in a Scope of Works. All fees shall be paid by the Company in the currency specified in a Scope of Works or as otherwise agreed between the parties.
3.2 The fees, unless stated otherwise, will be exclusive of value added tax or other goods and services taxes which will be payable or withheld as the case may be.
3.3 The Company shall pay the fees in accordance with the payment terms specified in a Scope of Works or otherwise within 30 days of delivery of the Services (in each case provided that the Company accepts the Services to which the relevant invoice relates).
3.4 The Company shall reimburse the Freelancer for any reasonable expenses incurred in connection with the provision of Services provided any such expenses have been approved by the Company in advance.
3.5 The Freelancer will not be entitled to payment for work which is outside the scope of the agreed Services as set out in a Scope of Works or which is not of reasonable quality.
4. Duration and Absence
4.1 This Agreement will commence on the date set out at the start of it and will remain in force unless terminated by either party serving not less than 30 days’ notice in writing to the other. If a Scope of Works or other specific project or assignment is ongoing or in progress at the time of the termination then the Company may require that assignment continues to be performed by the Freelancer until completion of the project or Scope of Works upon which the Freelancer is engaged and this Agreement will remain in force to the extent required.
4.2 Neither this Agreement nor any Scope of Works constitutes an obligation to provide work on the part of either the Company or an obligation to work on the part of the Freelancer, however, if the Freelancer plans to be absent for any period during which it is agreed that the Freelancer will supply Services then the Freelancer must notify the Company at least 28 days prior to such absence. The Freelancer may take emergency absence for sickness or other reasons, provided that evidence is provided of the reason for such absence. No periods of absence will be payable by the Company.
5. Obligations on the Parties
5.1 The Freelancer shall perform the Services as agreed with the Company in accordance with the best professional standards and shall deliver the Services with due care, skill and diligence within agreed timescales or in accordance with other agreed targets.
5.2 The Freelancer warrants that it has the necessary resources, skills and expertise to provide the Services to the required standard and that the Services delivered under this Agreement and any Scope of Works will confirm and operate in all respects to any specifications and terms agreed with the Company.
5.3 The Freelancer shall provide full co-operation and assistance to the Company’s staff, freelancers, contractors and consultants in all matters relating to the provision of the Services and the overall project or Scope of Works to which the Services relate.
5.4 The Freelancer shall promptly provide written updates when requested by the Company and shall, when required, discuss with the Company the progress made on the Services.
5.5 The Freelancer warrants that at the date of this Agreement it does not, and it shall not for the duration of this Agreement, receive any commission or payments from third parties in connection with the Services or any project or Scope of Works, nor does it have any financial or other interest in referring or sub-contracting the Services or any project or Scope of Works (or any aspect thereof) to third parties, and no such arrangements are or will be in place (including without limitation any fee sharing arrangements).
5.6 If the Company so requests, the Freelancer shall affect appropriate insurance with a reputable insurance company providing a minimum level of cover as would be normal and prudent to insure against in connection with the provision of the Services and all risks associated with this Agreement, and will supply the Company with copies of any such certificates of insurance on request.
5.7 The Company shall take all reasonable action as is necessary for the efficient transmission of information, materials and instruction to enable the Freelancer to provide the Services and to fulfil its obligations under this Agreement and any Scope of Works.
5.8 In the event any of the Company’s clients or customers approach the Freelancer directly in connection with the provision of the Services or the event or booking to which the Services relate, the Freelancer shall promptly notify and consult with the Company. The Freelancer shall not agree to any matters or circumstances with the Company’s clients or customers that would impact the provision of Services or the event or booking to which the Services relate without the prior express consent of the Company.
6. Conflict of Interest
6.1 The Freelancer warrants that at the date of this Agreement it is not undertaking any work for any third party (be it any person, firm or company) and agrees that it shall not for the duration of this Agreement, undertake any work, which may cause a conflict of interest in relation to the delivery of the Services. Should any potential conflict of interest arise the Freelancer shall notify the Company as soon as possible after it becomes apparent. The Company will then notify the Freelancer specifying the Company’s requirements for the resolution of the conflict of interest.
6.2 The parties agree that for the purposes of clause 6.1 no conflict of interest shall exist in and of itself to the extent the Freelancer provides services to a competitor of the Company or the end-client, however the Freelancer agrees and confirms that it won’t at any time share any Confidential Information in relation to the Services, or the event or booking to which the Services relate, to any competitor of the Company or the end-client.
7. Indemnity
7.1 The Freelancer shall indemnify, and keep indemnified the Company against all claims, damages, liabilities, costs, losses and expenses, including reasonable legal fees and expenses incurred by the Company:
7.1.1 as a result of the Freelancer’s negligence in performing the Services;
7.1.2 in relation to any bodily injury or damage to property incurred from or in connection with the performance of the Freelancer under this Agreement or any Scope of Works;
7.1.3 which arises out of a breach by the Freelancer of any obligations (including, without limitation, any warranty or confidentiality obligations) under this Agreement or any Scope of Works; and
7.1.4 in relation to any work provided by the Freelancer which is outside of the scope of the Services described in a Scope of Works.
8. Intellectual Property
8.1 In this clause 8, the following terms shall have the following meanings:
8.1.1 “Intellectual Property Rights” means any patent, petty patent, copyright (including the entire present and/or future copyright), databases and database rights, registered design or other design right, utility model, trade mark (whether registered or not and including any rights in get up or trade dress), chip topography right, brand name, service mark, trade name, business name (whether registered or not), internet domain name, and any other rights in respect of any other intellectual property, whether capable of registration or not and wherever existing in the world and including all renewals, extensions and revivals and all rights to apply for any of the foregoing rights; and
8.1.2 “Work” means all prior, current and future work created by the Freelancer for and on behalf of the Company including, but not limited to, any and all software code, methodologies and architecture, aesthetic and functional designs, documentation, text, graphics, video and other material and any tangible or intangible product, process or design which has at any time been created for, with or on behalf of the Company by the Freelancer.
8.2 In consideration of the payment of the fees to the Freelancer under this Agreement and/or any Scope of Works, receipt of which is hereby acknowledged by the Freelancer, the Freelancer hereby assigns to the Company (or if so requested by the end-client, to the end-client) with full title guarantee all Intellectual Property Rights and other rights in and to the Work for the full term of such rights including any extensions, renewals, revisions and revivals together with all accrued rights of action. This assignment includes, but is not limited to the rights to resell such rights to a third party, and to make such changes as are necessary for the maintenance and updates of the Work. The Company or if applicable the end-client grants to the Freelancer a limited licence to use such Intellectual Property Rights to the extent necessary to enable the Freelancer to properly perform the Services in accordance with the terms of this Agreement and any Scope of Works. Any such licence shall be revoked immediately upon termination of this Agreement or any Scope of Works for any reason.
8.3 The Freelancer hereby waives all moral rights in and to the Work to which they may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world.
8.4 Any rights in the Work which do not constitute Intellectual Property Rights including without being limited to, the right to protect the Work as confidential information, shall also be assigned to the Company or if applicable the end-client under this clause.
8.5 The Freelancer declares that the waivers contained in clause 8.3 shall operate in favour of the Company or if applicable the end-client and any of their licensees, assignees and successors in title.
8.6 The Freelancer hereby warrants:
8.6.1 that they have not granted and will not grant or purport to grant to any person other than the Company or if applicable the end-client any legal, beneficial or other rights in or to the Work or the Intellectual Property Rights in the Work;
8.6.2 that they are not aware of any infringement or alleged infringement of any third party Intellectual Property Rights in relation to or arising out of the Intellectual Property Rights in and to the Work;
8.6.3 that except where otherwise attributed, the Work is or will be the original work of the Freelancer and the Freelancer is entitled to make this assignment; and
8.6.4 that the Work will not infringe the rights of any other person and the Freelancer shall indemnify the Company or if applicable the end-client against all costs, claims, liabilities and expenses incurred by the Company or if applicable the end-client arising directly or indirectly as a result of any breach of this clause.
8.7 The Freelancer agrees to indemnify the Company or if applicable the end-client and keep them indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company or if applicable the end-client, or for which the Company or if applicable the end-client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works supplied by the Freelancer to the Company during the course of providing any Services. The Company may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Freelancer.
8.8 Notwithstanding the terms of clauses 8.1 to 8.7 above:
8.8.1 the Freelancer will at the request of the Company or if applicable the end-client take all steps and procure the execution of any necessary documents provided by the Company or if applicable the end-client to properly vest in the Company or if applicable the end-client such Intellectual Property Rights to or in the Work.
8.8.2 the Company shall retain ownership of all Intellectual Property Rights of whatever nature whether capable of registration or not in all software code, information, materials, diagrams, designs etc provided to the Freelancer in relation to this Agreement or any Scope of Works. The Company will not grant to the Freelancer any licence to use such information or materials other than for the purposes of enabling the Freelancer to provide the Services in accordance with the terms of this Agreement and any Scope of Works.
8.8.3 all Intellectual Property Rights in any output, documents, diagrams, knowhow, designs, software code or other materials created by the Freelancer independently outside the scope of this Agreement or any Scope of Works shall continue to belong to the Freelancer (“Background IPR”) and nothing in this Agreement or any Scope of Works shall serve to transfer any rights to any Background IPR to the Company or the end-client, unless agreed otherwise between the parties. The Freelancer hereby grants the Company or if applicable the end-client an irrevocable perpetual royalty-free non-exclusive worldwide licence to use any Background IPR owned by or licensed to the Freelancer which is incorporated in any Work provided by the Freelancer under or in connection with this Agreement or any Scope of Works or otherwise to the extent necessary for the Company and the end-client to make reasonable use of the Services.
9. Confidentiality
9.1 This clause applies to all Confidential Information of the Company and its clients, freelancers and suppliers. The terms of this Agreement and any Scope of Works shall be confidential to all parties.
9.2 “Confidential Information” refers to any trade secrets or confidential information whether business or personal relating to the Company and its clients, freelancers or suppliers including (without limitation) business and marketing plans, knowhow, sales, trading strategies, financial data and strategies, salaries and employee benefits, operational costs, designs, drawings, photographs, details of processes, plans, formulae, any Intellectual Property Rights, details of techniques and materials, new products, client and supplier lists, price lists, management accounts, research and research discoveries, processes, trade secrets and other confidential information relating to the affairs of the Company or its freelancers, clients, prospective clients, suppliers and agents. For the avoidance of doubt “Confidential Information” shall include any Work created by the Freelancer for the Company.
9.3 The provisions of this clause 9 shall not apply to any Confidential Information that:
9.3.1 is or becomes generally available to the public (other than as a result of its disclosure by the Freelancer or its representatives in breach of this clause);
9.3.2 was available to the Freelancer on a non-confidential basis before disclosure; or
9.3.3 the parties agree in writing is not confidential or may be disclosed.
9.4 The Freelancer agrees that as a result of undertaking tasks for the Company, the Freelancer may have access to Confidential Information. The Freelancer therefore further confirms that, from the date of this Agreement until termination, howsoever arising, and at any time thereafter, the Freelancer will not (whether directly or indirectly and whether on its own behalf or on behalf of any third party) without the prior written consent of the Company:
9.4.1 subject to this clause 9, make use of or disclose to any third party any Confidential Information and the Freelancer will use its best endeavours to prevent such use or disclosure by any third party;
9.4.2 copy, download or reproduce in any form, or allow others to copy, download or reproduce in any form, any information, documents, disks, tapes or other material containing or referring to Confidential Information other than as is reasonable in connection with the provision of the Services;
9.4.3 make any statement (written or oral), or provide any information or write any article or book, for the press or otherwise for publication on any matter connected with or related to the business and/or affairs of the Company (including but not limited to matters relating to any worker, client/customer, supplier, agent or other connection of the Company);
9.4.4 make any statement (written or oral) or provide any information to any third party in circumstances such that the Freelancer ought reasonably to be aware or suspect or believe that such third party might pass on such statement or any part of such statement for publication.
9.5 The Freelancer may disclose the Company’s Confidential Information to its representatives (meaning any of its employees, officers, contractors, sub-contractors, representatives and advisers) who need to know such Confidential Information for the purposes of exercising or performing its rights and obligations under or in connection with this Agreement or any Scope of Works, provided that:
9.5.1 the Freelancer informs its representatives of the confidential nature of the Confidential Information before disclosure;
9.5.2 at all times, the Freelancer is responsible for such representatives’ compliance with the confidentiality obligations set out in this clause; and
9.5.3 if the Company so requires, the representatives enter into equivalent confidentiality and non-disclosure undertakings with the Company in any such form as may be reasonably required by the Company.
9.6 All written and oral information and material disclosed or provided by the Company to the Freelancer under this Agreement or any Scope of Works is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Freelancer.
9.7 The Freelancer shall not, either during the term of this Agreement or after its termination, make any public statement about the Company which is detrimental or prejudicial to the business or reputation of the Company.
9.8 The Freelancer may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Company as much notice of such disclosure as possible.
9.9 On termination or expiry of this Agreement or any Scope of Works howsoever arising, the Freelancer shall:
9.9.1 destroy or return to the Company all documents and materials (and any copies) containing, reflecting, incorporating or based on the Company’s Confidential Information;
9.9.2 erase all of the Company’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
9.9.3 if so requested, certify in writing to the Company that it has complied with the requirements of this clause, provided that the Freelancer may retain documents and materials containing, reflecting, incorporating or based on the Company’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
9.10 The Freelancer acknowledges that damages may not be a suitable remedy for any breach of this clause 9. Accordingly, in addition to any other rights and remedies to which it may be entitled, the Company shall also be entitled to seek injunctive relief and any other form of equitable relief to enforce the provisions of this clause and no proof of special damages shall be necessary for the enforcement thereof.
9.11 The obligations of confidentiality contained in this clause 9 will remain in force beyond the termination of this Agreement or any Scope of Works.
10. Relationship of the Parties
The Freelancer understands and agrees that this is a contract for services and not an employment contract. Nothing in this Agreement or any Scope of Works shall be construed as creating any contract of employment or relationship of principal and agent or partnership or joint venture between the Company and the Freelancer. Neither party wishes to create or imply any mutuality of obligation between themselves and the Company is not under any obligation to accept any work which may be offered. The Company may provide the Freelancer with general guidance to assist the Freelancer in completing the Services to the Company’s satisfaction, but the Freelancer is ultimately responsible for directing and controlling the performance of the Services, in accordance with the terms and conditions of this Agreement and any Scope of Works.
11. Termination
11.1 Either party may terminate this Agreement and any Scope of Works immediately by giving notice in writing to the other:
11.1.1 if the other commits a breach of any of the terms of this Agreement or any Scope of Works and in the case of a remediable breach does not rectify it within 14 days of a written request to do so; or
11.1.2 in the event of either party’s voluntary or compulsory liquidation, bankruptcy or statutory or private composition or agreement with its creditors in order to avoid bankruptcy.
11.2 The Company may terminate this Agreement and any Scope of Works immediately by written notice if the Freelancer:
11.2.1 fails to provide a reasonably satisfactory level or quality of service or fails to provide the Services on the days or dates set out on a Scope of Works or as otherwise agreed; or
11.2.2 is guilty of serious misconduct in relation to the provision of the Services; or
11.2.3 is convicted of any criminal offence; or
11.2.4 has materially damaged the interests of the Company or brought the Company into disrepute; or
11.2.5 is engaged in any activity which in the Company’s reasonable opinion gives rise to a conflict of interest.
11.3 The Company may also terminate this Agreement or any Scope of Works immediately by written notice to the Freelancer if:
11.3.1 the end-client requests the Freelancer’s removal from the project or Scope of Works to which the Services relate; or
11.3.2 the end-client terminates or suspends its contract with the Company for any reason.
11.4 On termination of this Agreement or any Scope of Works, the Freelancer shall:
11.4.1 immediately deliver to the Company all property of the Company’s that is in their possession or under their control; and
11.4.2 irretrievably delete any information relating to the Company’s business or the business of any client, customer or supplier of the Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in their possession or under their control outside the premises of the Company.
11.5 Termination of this Agreement or any Scope of Works shall be without prejudice to any other rights or remedies and shall not affect any rights accrued or obligations arising on or before the date of termination.
12. Data Protection and Security
12.1 In this clause:
12.1.1 “Data Legislation” refers to all applicable laws and regulations relating to the processing of personal data and privacy as may be applicable from time to time including the Data Protection Act 2018 and the UK GDPR.
12.1.2 “UK GDPR” means European Union Regulation (EU) 2016/679 (General Data Protection Regulation) as such regulation is adopted into the law of the United Kingdom pursuant to the European Union (Withdrawal Act) 2018 and as amended by the Data Protection Act 2018 and any successor regulation or law.
12.1.3 “Controller”, “processor”, “data subject”, “personal data” and “processing” shall have the same meaning as in the Data Legislation, and their cognate terms shall be construed accordingly.
12.1.4 “Company Data” shall have the meaning given to it in clause 12.4.
12.2 Both parties will comply with all applicable requirements of the Data Legislation in the processing of personal data. This clause does not relieve, remove or replace a party’s obligations under the Data Legislation.
12.3 The parties acknowledge that for the purposes of the Data Legislation the Company is the controller and the Freelancer is the processor. The table underneath this clause sets out the scope, nature and purpose of the processing, the duration of the processing, the types of personal data and categories of data subject.
12.4 The Freelancer agrees that if and to the extent it is processing personal data on the Company’s behalf (“Company Data”) it will:
12.4.1 not process such data in connection with the performance of its obligations under this Agreement or any Scope of Works other than on the written instructions of the Company unless required by law in which case the Freelancer shall (to the extent permitted by law) inform the Company of that legal requirement before the relevant processing;
12.4.2 keep all Company Data confidential and ensure that any personnel who have access to and/or process Company Data are obliged to keep it confidential;
12.4.3 taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage of Company Data, the Freelancer shall ensure that it has in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk;
12.4.4 not transfer any Company Data outside of the UK or the European Economic Area except with the Company’s prior written consent and provided that the Company or the Freelancer has provided appropriate safeguards in relation to the transfer or the Freelancer complies with its obligations under the Data Legislation by providing an adequate level of protection to any Company Data that is transferred;
12.4.5 notify the Company without undue delay upon become aware of any breach affecting any Company Data and will assist the Company in responding to any request from a data subject and in ensuring compliance with the Company’s obligations under the Data Legislation;
12.4.6 maintain complete and accurate records and information to demonstrate its compliance with these terms and the Data Legislation and will cooperate with and allow for audits by the Company or its designated auditor in relation to the processing of Company Data;
12.4.7 not use any third party processor without the Company’s prior written consent;
12.4.8 with respect to each third-party processor, it will take steps to ensure that the applicable terms with that processor offer at least the same level of protection for Company Data as those set out in this Agreement; and
12.4.9 it will delete or return all Company Data at the end of this Agreement or any Scope of Works if requested in writing.
12.5 The following table includes certain details of the processing of Company Data as required by the Data Legislation.
| Subject matter and duration of the processing of personal data | Name, email address and other personal details including residential address and contact number, employment information including job title, dietary requirements
The Freelancer will retain personal data for the period in which Services are supplied and will delete such data on termination of this Agreement or any Scope of Works |
| Nature and purpose of the processing of personal data | Strictly to the extent required by the Freelancer to discharge its obligations under this Agreement and any applicable Scope of Works |
| Type(s) of personal data processed | Personal data relating to employees, suppliers, end-client event or production participants |
| Categories of data subject to whom the personal data | Employees, suppliers, end-client event or production participants |
| Obligations and rights in relation to personal data | As set out in this Agreement and the Data Legislation |
12.6 The Freelancer consents to the Company (and any company in its group) holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Legislation) relating to the Freelancer including, as appropriate:
12.6.1 information about the Freelancer’s physical or mental health or condition in order to monitor sickness absence;
12.6.2 the Freelancer’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and
12.6.3 information relating to any criminal proceedings in which the Freelancer has been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties.
12.7 The Freelancer consents to the Company making such information available to any company in its group and those who provide products or services to the Company (and any company in its group) such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Company (or its group) or any part of its business.
12.8 The Freelancer consents to the transfer of such information to the Company’s or any group company’s business contacts outside the UK and European Economic Area in order to further their business interests provided that the Company ensures that appropriate safeguards are in place in accordance with applicable Data Legislation. .
12.9 The Freelancer shall comply with the Company’s policies and reasonable requirements in respect of data protection including (but not limited to) the Company’s data protection and security policies and any relevant obligations under the Data Legislation and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Company.
13. Compliance with Laws and Policies
13.1 The Freelancer acknowledges that the Company is strongly committed to maintaining the highest standards of business practice and compliance with all laws and regulations applicable to it. In performing its obligations under this Agreement or any Scope of Works the Freelancer shall comply with all applicable laws, statutes, regulations and codes from time to time (“Applicable Laws”) and all of the Company’s business policies and codes as may be notified to the Freelancer from time to time (“Company Policies”). This shall include (but is not limited to) Applicable Laws and Company Policies relating to the following:
13.1.1 anti-bribery, corruption and acceptance of gifts;
13.1.2 tax evasion facilitation offences;
13.1.3 child labour, the national legal minimum or living wage (as applicable) and maximum working hours;
13.1.4 modern slavery, forced labour and human trafficking;
13.1.5 health and safety standards;
13.1.6 equality, diversity and inclusion;
13.1.7 data protection; and
13.1.8 freedom of association.
14. Tax
The Freelancer shall be responsible for all taxation liabilities wherever they arise in the world in respect of fees or other monies paid by the Company to the Freelancer. The Freelancer shall indemnify the Company against all losses, claims, demands, awards, penalties, interest and expenses incurred by the Company made by the relevant authorities against and in respect of such liabilities.
15. Assignment and Sub-Contracting
This Agreement is personal to the Freelancer who will not be entitled to assign or sub-contract its obligations under the Agreement or any Scope of Works to any third party without the prior written agreement of the Company. The Company will be entitled to transfer the benefit of this Agreement and any Scope of Works at any time as part of the sale of its business and assets (or part thereof) or to any trading entity, subsidiary or group company of the Company, and any such person shall be entitled to exercise any rights and discharge any obligations under this Agreement and any applicable Scope of Work accordingly.
16. Entire Agreement
16.1 This Agreement supersedes in its entirety any previous agreements between the parties, and together with any Scope of Works constitutes the whole and only agreement between the parties relating to the subject matter of this Agreement.
16.2 Each party acknowledges that in entering into this Agreement or any Scope of Works it is not relying upon any Pre-Contractual Statement which is not set out in this Agreement or the relevant Scope of Works.
16.3 Except in the case of fraud, neither party shall have any right of action against the other party to this Agreement arising out of or in connection with any Pre-Contractual Statement except to the extent that it is repeated in this Agreement or any Scope of Works.
16.4 For the purposes of this clause, “Pre-Contractual Statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement or any Scope of Works made or given by any person at any time prior to the date of this Agreement or any Scope of Works.
16.5 This Agreement and any Scope of Works may only be varied in writing signed by each of the parties.
17. General
17.1 The Freelancer shall have no authority to commit the Company to any legally binding commitments or contracts or to interfere in the running of the Company’s affairs or business.
17.2 Failure by either party to exercise any right conferred upon it under this Agreement or any Scope of Works shall not be deemed to be a waiver of any such right or operate to bar the enforcement of such right at any time or times thereafter.
17.3 The parties agree that the terms of this Agreement are fair and reasonable in all the circumstances however if any provision of this Agreement is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted then such provision shall apply with such deletions as may be necessary to make it valid.
17.4 If any of the provisions in this Agreement are held not to be valid the remaining provisions of this Agreement shall remain in full force and effect.
17.5 No party shall be liable to any other for any failure to fulfil or delay in fulfilling its obligations under this Agreement or any Scope of Works if such failure or delay is caused by circumstances beyond its reasonable control.
17.6 Unless it expressly states otherwise, neither this Agreement or any Scope of Works gives give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement or the relevant Scope of Works.
17.7 This Agreement and any applicable Scope of Works will be governed and construed according to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.