Work Experience Terms and Conditions

Changing Education Ltd Standard Master Services Agreement (MSA)
1. Definitions and Interpretation
1.1. In these Terms and Conditions, the following expressions have the following meanings:
1.1.1. “Client” means the individual, firm, school, college, education institution, institution, or corporate body using the Software or Services provided. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that client;
1.1.2. “Company” means Changing Education Ltd, a company registered in England under number 06677456, whose registered office address is at Emmerson Accountancy Ltd, FAO, Changing Education Ltd, Atlantic Business Centre, Atlantic Street, Altrincham, Cheshire, WA14 5NQ67 Kingsleigh Road, Stockport, England, SK4 3PP;
1.1.3. “Business” means the individual, firm, or corporate body together with any subsidiary or associated company to whom the Student is supplied or introduced by us;
1.1.4. “Placement” means any Placement, employment, or use of the Student in any capacity by the Business, whether full or part-time;
1.1.5. “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
1.1.6. “Services” means our introduction of work experience, career advice, and guidance, or any other services/product we provide to you;
1.1.7. “Software” means either the Connect platform, Work Experience Suite, Student App, Student Web Portal, or any other software that is made available to you as part of the order contained within Schedule 1 (where appropriate) and
1.1.8. “Student” means the student introduced by us to the Business for a Placement or the student introduced to us through yourselves.
1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1. “we”, “us” and “our” is a reference to the Company;
1.2.2. “you”, “your”, “yourself” or “yourselves” is a reference to the Client;
1.2.3. “writing” and “written” include emails and similar communications;
1.2.4. a statute is a reference to that statute as amended or re-enacted at the relevant time;
1.2.5. “these Terms and Conditions” is a reference to this Master Services Agreement as amended or supplemented at the relevant time;
1.2.6. a clause refers to a clause of these Terms and Conditions;
1.2.7. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3. The headings used in these Terms and Conditions are for convenience only and shall not affect their interpretation.
1.4. Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.

2. The Contract
2.1. The acceptance of our proposal and agreement, whether electronically or otherwise, or the placement of an order, constitutes the formation of a legally binding contract between us and you.
2.2. The execution of this Master Services Agreement (MSA) by both parties signifies the Client’s acceptance of these Terms and Conditions. These Terms and Conditions shall be the sole terms governing the relationship between the Company and the Client, effective upon the signing of this MSA, irrespective of the timing of the software or services utilisation.
2.3. Upon the formation of the Contract and subject to the receipt of payment as stipulated in Clause 4, we will immediately grant you a non-exclusive, non-transferable licence to use the Software in object code form only. This licence is granted solely for your internal business operations and is bound by the stipulations of these Terms and Conditions.
2.4. These Terms and Conditions represent the entire agreement between you and us.No other terms, conditions, or understandings, whether your own or those of a third party, shall form part of the Contract unless expressly agreed to in writing by us. Any variation to these Terms and Conditions, whether explicit or implied, is contingent upon our written consent.
2.5. The initial term of the Contract shall be either at least 12 months or extended for the current academic year, subject to automatic renewal at the 12 month anniversary, subject to current Terms and Conditions, on that date, unless otherwise specified within Schedule 1 (where appropriate).
2.6. Continuation of this Contract beyond the initial term is predicated upon the absence of a termination notice, which must be issued by clause 10 to be effective.
2.7. This Contract, including the licence granted herein, shall commence on the date you sign or accept this MSA. It is subject to renewal under the terms outlined in Clause
2 or within Schedule 1 (where appropriate). Either party may terminate it by the termination provisions specified in these Terms and Conditions and Clause 10.
2.8. The terms contained are automatically accepted upon renewal. We reserve the right to update these terms and conditions, and provide them for information at the point of renewal.

3. Software
3.1. It is your responsibility to ensure that your employees, agents, and other parties under your control who will use the Software do so by these Terms and Conditions and are accordingly notified of the same.
3.2. You will ensure that any person authorised to use the Software who leaves your employment has their access to the Software removed promptly and, in any case, that they have no access to the Software whatsoever on the date their employment ends. You must notify us at the earliest opportunity, at least 7 days before the person leaves employment, so we can delete their user account where applicable. You will use all reasonable endeavours to prevent any unauthorised access to or use of the Software and, in the event of any such unauthorised access or use, shall promptly notify us.
3.3. All proprietary rights in the Software remain with the Company. You shall not:
3.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the Software in any form or media or by any means;
3.3.2. attempt to reverse compile, disassemble, or reverse engineer all or any part of the Software;
3.3.3. access all or any part of the Software to build a product or service that competes with the Software;
3.3.4. vary, delete, or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software;
3.3.5. sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party unless expressly authorised by us; or
3.3.6. attempt to obtain or assist third parties in obtaining access to the Software other than as provided under this clause 3.
3.4. We do not warrant that your use of the Software will be uninterrupted or error-free or that it will meet your requirements.
3.5. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. You acknowledge that the Software may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
3.6. We reserve the right to perform maintenance at any time at our discretion but will endeavour to give you advance notice where possible.
3.7. The Client undertakes to ensure that each authorised user keeps their password confidential. You can change or reset passwords. This Client must immediately notify the Company if, for any reason, the account password has become known to someone else or if the software or password is being or likely to be used in an unauthorised manner.
3.8. The Client shall not store, distribute, or transmit any viruses or any material on any web or mobile applications provided or during its use of the Software that:
3.8.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
3.8.2. facilitates illegal activity;
3.8.3. depicts sexually explicit images;
3.8.4. promotes unlawful violence;
3.8.5. is knowingly discriminatory based on race, gender, religious belief, sexual orientation, disability, or any other illegal activity; or
3.8.6. causes or may cause damage or injury to any person or property, and we reserve the right, without liability to the Client, to remove any content that breaches the provisions of this clause.
3.9. The rights provided under these Terms and Conditions are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client without our written permission.
3.10. The Client shall own all rights, title, and interest in and to all content and data uploaded by the Client and shall have sole responsibility for its legality, reliability, integrity, accuracy, and quality. To avoid doubt, we do not monitor and will have no liability for the contents of any content or communications transmitted by the Client using the Software.

4. Your Responsibilities For Work Experience Services
4.1. You shall provide us with one main point of contact, who shall be the lead staff member involved in providing work experience. We must also be given details of all relevant staff members involved in student welfare and work experience.
4.2. You agree to provide us with all relevant information concerning the Student who requires a Placement, which will include, but not be limited to, the type of work the Student will be able to do, location, and hours of work, together with any experience, training and qualifications that they have, which may be relevant. The students or you may complete this information directly through our software. Where the
Software is not used, we reserve the right to charge an additional fee for processing such. Where we find such information incorrect, we shall not be held liable for failing to provide the services.
4.3. You shall be responsible for ensuring that the Students and relevant staff have access to the Software and comply with our software licence agreement.
4.4. You must inform us of any health and safety risks, disability, allergy, or other additional requirements the Student may have. You are also responsible for ensuring that the Business is fully aware of such requirements and any social or educational requirements that may affect the provision of work experience. You must also inform us if we support the Placement.
4.5. If any relevant information changes, you agree to inform us immediately, supplying appropriately updated information.
4.6. You shall ensure that the Student is placement ready, and ensure that any health, educational, social, employability and work skills are recognised, and managed.
4.7. You shall adhere to the operational delivery model/chart and welcome pack guide, complying with all timescales and requests made by such. Should these not be complied with, we shall not be liable for any consequences.
4.8. You shall ensure that the student undertakes a meaningful placement readiness program, so as to maximise the work experience for both the Student and the Business.

5. Our Responsibilities For 360/Enhanced Work Experience Services
5.1. We will use our best and reasonable endeavours to find a suitable Placement in an industry as agreed for each Student as notified to us in a timely manner, but we do not guarantee we will be able to find one in such an industry. We shall only supply one Placement per Student. Where the Placement is not accepted or not utilised, you shall remain liable for our fees.
5.2. We shall, with the business, administer risk management for the Business, including but not limited to their premises and the works to be completed on the Placement. We shall do this where we have been given reasonable notice and at least 10 working days before the Placement. Where we have yet to receive such notice, we cannot guarantee that risk management administration shall be completed before
the start of the Placement date. It is your responsibility to check that risk management is in place before the start date; if this still needs to be completed, the Student will not be able to begin their Placement, and their start date will be delayed to accommodate such. The Business is responsible for the health and safety of the Student whilst in Placement as per HSE guidance.
5.3. If the business has not engaged with us appropriately to assist with risk management, we will not be held responsible or liable for any delays regarding the student Placement.
5.4. Notwithstanding Clause 5.1, it is the Business’s responsibility to satisfy itself as to the suitability of Students and to take up any references provided by us and/or the Student before engaging them, and we cannot guarantee their acceptance.
5.5. We shall comply with the welcome pack guide and all instructions within it. Any detailed timescales are for guidance only and do not form the essence of the contract.

6. The Placement
6.1. If Work Experience services have been purchased as stated in Schedule 1 (where appropriate), the terms in this clause will apply to the client.
6.2. At the end of each week of a Placement (or at the end of the Placement where it is for one week or less), the Business shall be encouraged to confirm student attendance via email links, or their Employer Portal.
6.3. The student shall not receive any payment for works completed during their Placement.
6.4. Where a Placement is terminated due to the student’s actions or inactions, we reserve the right to charge to provide a replacement Placement. It shall be your responsibility to ensure that the Student is prepared for their Placement and complies with all instructions and rules given to them by the Business.
6.5. Where PPE, associated clothing, or uniform is required for the Student, it shall be your responsibility to ensure that payment can be made for such. Where payment is made directly by the Student, we cannot recover any payments made by them for such.
6.6. Where the Placement is of significant length or is part of our P25 scheme, we may offer trial periods and review dates during the Placement to ensure that the Student and Business are satisfied. This shall be agreed upon, and you will be notified on a case-by-case basis. Details of such shall be available via our Software.
6.7. Where a Student is removed from a Placement for any reason, you may agree to an alternative Student who may undertake the Placement as an alternative.
6.8. The Business is under no obligation to accept another Student as an alternative.
6.9. We, you, or the Student may terminate a Placement without prior notice; however, you shall remain liable for our fees.
6.10. If the Business reasonably considers that the student’s services or actions are unacceptable or dangerous, the Business may terminate the Placement at any time without prior notice and liability.
6.11. We will notify you immediately if we receive or otherwise obtain information that gives us reasonable grounds to believe that a Student supplied to the Business is unsuitable for the Placement and shall be entitled to terminate the Placement forthwith by notice in writing without prior notice and liability.
6.12. Where a Placement is terminated for reasons beyond our control, we may, at our discretion, offer a replacement Placement or choose to refund the costs.
6.13. If you wish to cancel the Contract with us after this MSA has been executed, you will not be entitled to a refund because the cost related to any underpinning technology and operations has already been expended.
6.14. In instances where there may be a recognised failure in the quality of serviceprovision, we may choose to provide you with service credits for the following academic year at our discretion. There shall be no financial equivalent to these service credits.

7. Payment
7.1. The fee payable for using the Software or Services is as stated in Schedule 1 (where appropriate). Payment is required before access to the Software or Services becomes available.
7.2. Unless otherwise specified, the fee is an annual fee. Upon expiry of your initial term, the contract shall automatically renew, with payment being collected through direct debit, BACS transfer, or credit/debit card unless you cancel in accordance with clause 10 and are invoiced accordingly.
7.3. At renewal, any reference to Schedule 1 within the agreement is not applicable, and instead shall be replaced by the renewal invoice.
7.4. We reserve the right to review our licence fees periodically, in line with the Consumer Price Index (CPI) and during your contractual period. Before such a change takes effect, we will provide you with a minimum of 30 calendar days’ notice.
7.5. Any service-related charges will be invoiced in advance before we begin our services. All invoices are payable as per Clause 7.5.
7.6. All payments are payable via Direct Debit, BACS, or credit/debit card as specified within Schedule 1 (where appropriate), within 30 days of receipt of the invoice in advance on an annual rolling basis.
7.7. All sums payable under the Contract are exclusive of VAT at the current rate.
7.8. You agree that once an introduction to a Business has been made, that shall be treated as an introduction. Where we discover a Placement is made directly with a Business, you shall be liable to pay the full fee for a sourced Placement.
7.9. You shall be liable for all additional services, costs, and expenses incurred by us, including but not limited to printing costs, travel costs, DBS checks where required, and any other third-party services, which shall be payable upon receipt of the invoice.
7.10. If payment is not received under clause 7.1 above, we reserve the right to suspend our services and charge interest on any outstanding fees at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the actual date of payment, by the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to charge the cost of legal expenses and other costs incurred to recover any outstanding debt.
7.11. All payments by the Client shall be made in pounds sterling without any set-off, withholding, or deduction. Any amendment to the standard VAT rate will be noted in writing, and subsequent payments will be adjusted accordingly.

8. Intellectual Property Rights, Claims and Disputes
8.1. The Software and any intellectual property rights of whatever nature now or in the future subsist in the Software and shall remain the Company or their representative’s property. This Contract does not constitute a sale of the original Software or any copies thereof.
8.2. You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person.
8.3. We will defend, at our own expense, any claim brought against you alleging that the use of the Software infringes the intellectual property rights of a third party, and we shall pay all reasonable costs and damages awarded or agreed to in settlement of such a claim provided that you:
8.3.1. give us the sole authority to defend or settle the claim;
8.3.2. furnish us with prompt written notice of the alleged claim and
8.3.3. Provide us with reasonable assistance concerning the claim.
8.4. We shall have no liability for any such claim resulting from any modification of any part of the Software by any party other than us or an authorised agent.

9. Our Obligations
9.1. We warrant that the Software will operate as described when used correctly.
9.2. We warrant that we will use all reasonable care and skill in fulfilling our obligations under this Contract and that all personnel have qualifications and experience appropriate for the tasks they are allocated.
9.3. We will ensure that we and our servants, agents, and subcontractors take all reasonable precautions to ensure that no known viruses, spyware, or other malware for which detection and antidote software is generally available are coded or introduced into the Software.
9.4. If we receive written notice from you after the Contract is formed of any breach of our obligations, then we shall remedy the defect or error at our own expense and as soon as reasonably possible.
9.5. When notifying us of a defect or error, please (where possible) provide us with a documented example and report any defect or error as soon as it becomes apparent, at least within 24 hours.
9.6. Our obligations are subject to you complying with your obligations under the terms of this Contract. They shall also be subject to the limits and exclusions of liability in clause 8. In particular, they shall not apply if any defect in the Software arose or was exacerbated as a result of:
9.6.1. incorrect use, operation, or corruption of the Software;
9.6.2. any unauthorised modification or alteration of the Software; or
9.6.3. use of the Software with other software or on equipment with which it is incompatible.

10. Termination or Cancellation
10.1. Either party must give written notice to terminate under clause 10. Such notice must be given at least 90 days before the end of any Term and shall be effective only at the end of that Term.
10.2. In the event that the Client wishes to terminate the agreement after the 90-day notice period as specified in clause 10.1, but prior to the commencement of the subsequent Term, a cancellation fee will be applicable. This fee shall amount to 35% of the total value of the renewal contract. Such fee is due to the preparation and resource allocation made in anticipation of the continued service. This fee shall be payable within 30 days of the late cancellation notice.
10.3. The Contract shall automatically terminate upon cessation of our Services where the Software is included in our other Services’ costs.
10.4. Either Party may terminate the Contract immediately by giving written notice to the other if the other Party commits any serious breach of any term of this Contract and (if the breach is capable of being remedied) has failed to remedy the breach within 14 days after receiving a written request from the other Party to do so.
10.5. Examples of a serious breach is not limited to the following, but can include:
10.5.1. Non-payment
10.5.2. Unauthorised access or use
10.5.3. Violation of intellectual property rights
10.5.4. Breach of confidentiality
10.5.5. Total non-provision of services
10.5.6. Misrepresentation or Fraud
10.6. The Contract cannot otherwise be cancelled, and in this event, no refund will be provided. The Services will remain available to you until officially terminated.
10.7. Upon termination, the Client’s access and licence to use any Software provided by us shall terminate immediately, and we will irretrievably delete any Client Data contained in the Software.
10.8. In the event of any breach or suspected breach by the Client, including but not limited to non-payment, we reserve the right to immediately disable the Client’s account and access to any Software provided by us until we have investigated the breach.
10.9. The Company reserves the right to close an account if it is inactive for 6 consecutive months.
10.10. Any obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination on a pro-rata basis.
10.11. The rights to terminate this Contract given by clause 10 shall not prejudice any other right or remedy of either Party in respect to the breach concerned (if any) or any other breach.

11. Liability
11.1. Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
11.2. Except as provided in clause 10.1 above, we will not, because of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions, whether express or implied by law, are hereby expressly excluded to the maximum extent permitted by law.
11.3. In the event of a breach by us of our express obligations under these Terms and Conditions, the Client’s remedies will be limited to damages, which, in any event, shall not exceed the fees paid by the Client for the use of the Software in the 12 months preceding the date on which the alleged claim arose.
11.4. Except for death or personal injury caused by our negligence, we will not, because of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions, whether express or implied, are expressly excluded to the fullest extent permitted by law.
11.5. When in placements, Students are deemed to be under the supervision, direction, and control of the Business from when they report to take up duties and for the duration of the Placement. The Business will also comply in all respects with all relevant statutes, including, for the avoidance of doubt, the Working Time Regulations, Health and Safety at Work Act, by-laws, codes of practice, and legal requirements to which the Business is ordinarily subject in respect of the Businesses own staff including in particular the provision of adequate Employers and Public Liability Insurance cover for the Student during all Placements.
11.6. We shall not be liable for any delay, loss, or damage of any nature suffered or incurred by you due to our failure to introduce any Student to a Business.
11.7. You shall indemnify and keep us indemnified against any costs, claims, loss, damage, proceedings, expenses, or liabilities incurred by us arising out of any Placement and/or as a result of any breach of these Terms and Conditions by you.

12. Confidentiality
12.1. Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are confidential and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to its employees as they need to know the same to discharge their obligations under the Contract and ensure that such employees are subject to corresponding confidentiality obligations.
12.2. This clause 12 shall survive termination of the Contract, however caused.
12.3. The Company reserves the right to use the Client’s data with their broadcast data for future forecasts; if the Company uses the Client’s data in this way, we shall ensure that the Client’s data is anonymised and that no project specifics are given out.
12.4. Any Business information provided by the Client or a Student is not deemed to be confidential information, as this will typically be publicly available information.
12.5. All details the Company provides relating to Businesses and Placements are confidential, and such information must not be passed to any third party, either directly or indirectly. The Client agrees that they will not use this or any other confidential information provided by the Company other than to perform their obligations under the Contract.
12.6. Each Party will maintain the confidentiality of confidential information and will not disseminate it to any third party unless required by law or unless authorised by the other Party in writing.

13. No Employment
13.1. Nothing in this Contract shall render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
13.2. Nothing in this Contract shall constitute or be deemed a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Contract. Neither Party shall have the authority to act in the name of or on behalf of, or otherwise to bind, the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14. Data Protection
14.1. If any Personal Data (as defined by the Data Protection Act 2018 and the General Data Protection Regulations 2016 is passed to us under this Contract, then the
parties agree that the Client is the Data Controller and that we are the Data Processor.
14.2. You shall:
14.2.1. Ensure any Personal Data uploaded to the Software is correct, and you
have a lawful basis for doing so.
14.3. We shall:
14.3.1. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;
14.3.2. implement appropriate measures to protect the Personal Data against unauthorised or unlawful processing or loss, destruction, damage, alteration, or disclosure; and
14.3.3. take reasonable steps to ensure the reliability and confidentiality of any personnel with access to the Personal Data.
14.4. We may transfer and store Personal Data outside the European Economic Area (“EEA”). If this is to occur, we will advise the Client in advance. The Client is entitled to request that Personal Data not be transferred or stored outside of the EEA; however, this would be an additional cost.
14.5. All of our relevant and appropriate GDPR policies can be found here:
14.5.1. https://changingeducation.co.uk/gdpr/
14.6. These policies are regularly reviewed and updated.

15. Force Majeure
15.1. We shall not be liable to the Client for any breach of our obligations under this Contract if such breach is due to an act, event, omission, or accident beyond our reasonable control (Force Majeure Event). 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 our reasonable control.
15.2. If a Force Majeure Event occurs, we shall inform the Client as soon as possible, takeall reasonable steps to mitigate its effects and resume the performance of ourobligations as soon as possible.

16. Waiver
16.1. No failure or delay by either Party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Contract shall be considered to be a waiver of any subsequent breach of the same or any other provision.

17. Entire Agreement
17.1. This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
17.2. Our employees are not authorised to make contractually binding representations concerning the Services. In entering into the Contract, the Client acknowledges that it does not rely on and waives any claim for breach of any such statement, representation, assurance, or warranty (whether made negligently or innocently) which has not been confirmed in writing by an authorised officer of ours.
17.3. We serve the right to make reasonable adjustments to this agreement at any time.

18. Assignment
18.1. Without our prior written consent, the Client shall not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under the Contract.
18.2. We may assign, transfer, charge, sub-contract, or deal in any other manner with all or any of our rights or obligations under the Contract without the Client’s consent.

19. Third Party Rights
19.1. The Contract is made for the benefit of the parties and (where applicable) their successors and permitted assigns. It is not intended to benefit or be enforceable by anyone else.

20. Notices
20.1. Any notice required to be given under this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or by e-mail to the address of the party as set out in these terms and conditions, or such other address as may be notified by one party to the other.
20.2. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following
delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received when it would have been delivered in the ordinary course of the post. An email shall be deemed delivered within 24 hours from being sent, provided that the sender receives no “non-deliverable” notice.

21. Change Requests
21.1. If any requests for changes or enhancements to our software or services are made under these terms, then the parties acknowledge the process and conditionsoutlined herein.
21.2. The Client may:
21.2.1. Submit specific change requests or ideas through an appointed Account Manager.
21.2.2. The Client acknowledges that submitted requests will be evaluated for their potential benefit to the overall customer base and the strategic direction of our solutions and services.
21.3. The Company will:
21.3.1. Review submitted change requests to assess applicability and potential impact across our client spectrum.
21.3.2. Communicate any applicable costs for the review and potential implementation of such changes, which will be determined on anindividual basis.
21.3.3. Reserve the right to decline any change requests that do not align with our product strategy or that benefit only a single client, without prejudice to our discretion to review such requests on a truly individual basis.
21.4. Evaluation of change requests may incur costs to cover the resources required for assessment. Implementation of any changes, particularly those unique to a single client’s needs, will incur a separate charge, to be agreed upon outside of this agreement.
21.5. For changes benefiting only one client we reserve the right to charge for the analysis of such requests, with no obligation to proceed with implementation.
21.6. Implementation, if agreed upon, will carry a separate charge, negotiated independently of this agreement.
21.7. All decisions regarding the review and potential implementation of change requests rest solely with us. We commit to maintaining transparency in our evaluation process and to fostering a collaborative environment for continuous improvement of our products and services.

22. Severance
22.1. If one or more of the provisions of this Contract is found to be unlawful, invalid, or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of this Contract, which shall remain valid and enforceable.
23. Law, Jurisdiction and Dispute Resolution
23.1. This Contract, all matters arising from it, and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales.
23.2. The Client recognises that our business relies upon protecting our Intellectual Property Rights (“IPR”). In the event of a breach or threatened breach of IPR, we will cause irreparable damage and may, therefore, be entitled to injunctive or other equitable relief to prevent a breach or threatened breach of our IPR.
23.3. If the Parties cannot resolve the dispute by the procedure set out above, the Parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to hear and determine any disputer arising out of this Contract.