Terms and Conditions

GENERAL TERMS AND CONDITIONS WHICH FORM THE BASIS FOR OFF STAGE STRATEGIES SERVICES AGREEMENT

BACKGROUND

(A) Off Stage Strategies is in the business of providing leadership and/or team development and organisational development and/or facilitation services to individuals, businesses and organisations.

(B) The Client wishes to engage Off Stage Strategies to provide the Services and Off Stage Strategies agrees to supply the Services to Off Stage Strategies on the terms set out in this agreement.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions.

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Charges: the sums payable for the Services, as set out in the Schedule(s).

Off Stage Strategies' Equipment: any equipment, including tools, systems, cabling or facilities, provided by Off Stage Strategies to the Client and used directly or indirectly in the supply of the Services including any such items specified in the Schedule(s) but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Client.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Controller, processor, data subject and processing: as defined in the Data Protection Legislation.

Client's Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Client, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in the Schedule(s).

Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to Off Stage Strategies in connection with the Services, including the items provided pursuant to clause 4.1(b).

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Deliverables: any output of the Services to be provided by Off Stage Strategies to the Client as specified in the Schedule(s) and any other documents, products and materials provided by Off Stage Strategies to the Client in relation to the Services (excluding Off Stage Strategies's Equipment).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Milestones: a date by which a part of the Services is to be completed, as set out in the Schedule(s).

Personal Data: means any information relating to a living individual who can be identified, directly or indirectly, in particular by reference to (i) an identifier such as a name, an identification number, location data or an online identifier; and/or (ii) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.

Schedule(s): means any written quotation of work/fees provided to the Client by Off Stage Strategies from time to time, the terms of which are accepted by the Client in writing within thirty days of receiving such quotation.

Services: the services to be provided by Off Stage Strategies to the Client as detailed in the Schedule(s), including services which are incidental or ancillary to such services.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

VAT: value added tax chargeable in the United Kingdom.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedule(s) form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedule(s).

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11 A reference to writing or written includes any method of reproducing words in a legible and non-transitory form and includes email.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.14 References to clauses and Schedule(s) are to the clauses and Schedule(s) of this agreement and references to paragraphs are to paragraphs of the relevant Schedule(s).

1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and duration

2.1 Off Stage Strategies shall provide the Services to the Client (either directly or through a sub-contractor of its choice) on the terms and conditions of this agreement with effect from the Commencement Date.

2.2 The Engagement shall continue unless and until terminated by either party in accordance with clause 12 (Termination).

3. Off Stage Strategies' responsibilities

3.1 Off Stage Strategies shall use reasonable endeavours to provide the Services and deliver the Deliverables to the Client in accordance with the Schedule(s) in all material respects, subject to the provisions of this agreement.

3.2 Off Stage Strategies shall use reasonable endeavours to meet any Milestones specified in the Schedule(s) but any such dates shall be estimates only and time for performance by Off Stage Strategies shall not be of the essence of this agreement.

3.3 Off Stage Strategies shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Client's premises and that have been communicated to it under clause 4.1(c), provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.

3.4 Off Stage Strategies warrants to the Client that the Services will be provided using reasonable care and skill.

4. Client's obligations

4.1 The Client shall:

(a) co-operate with Off Stage Strategies in all matters relating to the Services;

(b) provide to Off Stage Strategies in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) reasonably required by Off Stage Strategies in connection with the Services and ensure that they are accurate and complete;

(c) inform Off Stage Strategies of all health and safety and security requirements that apply at any of the Client's premises; and

(d) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services.

4.2 If Off Stage Strategies' performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, officers or employees (Client Default):

(a) without prejudice to any other right or remedy it may have, Off Stage Strategies shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Off Stage Strategies’s performance of any of its obligations;

(b) Off Stage Strategies shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Off Stage Strategies’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) The Client shall reimburse Off Stage Strategies on written demand for any costs or losses sustained or incurred by Off Stage Strategies arising directly or indirectly from the Client Default.

4.3 The Client agrees that any commercial decisions it makes are not within the scope of Off Stage Strategies’s duty of care and in taking such decisions the Client must take into account the restrictions on the scope of Off Stage Strategies’s work and other factors, commercial and otherwise, of which the Client and its advisers are, or should be, aware from sources other than Off Stage Strategies’s work.

4.4 Any advice and information Off Stage Strategies provides to the Client as part of the Services is for the Client’s sole use and not for any third party unless Off Stage Strategies have expressly agreed in writing that a specified third party may rely on Off Stage Strategies’s work. Off Stage Strategies accepts no responsibility to third parties for any advice, information or material produced as part of Off Stage Strategies’s work for the Client.

5. Non-solicitation

The Client shall not, without the prior written consent of Off Stage Strategies, at any time from the Commencement Date to the expiry of six months after the termination of this agreement, solicit or entice away from Off Stage Strategies or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Off Stage Strategies in the provision of the Services.

6. Charges and payment

6.1 In consideration of the provision of the Services by Off Stage Strategies, the Client shall pay the Charges together with VAT if applicable. The Charges are subject to change if any written proposal of work/fees agreed by the parties is based on incorrect or incomplete information provided by the Client.

6.2 The Schedule(s) shall specify whether the Charges shall be on a time and materials basis, a fixed price basis or a combination of both. Clause 6.3 shall apply if Off Stage Strategies provides Services on a time and materials basis and clause 6.4 shall apply if Off Stage Strategies provides Services for a fixed price. The remainder of this clause 6 shall apply in either case.

6.3 Where the Charges are calculated on a time and materials basis:

(a) the Charges payable for those Services shall be calculated in accordance with Off Stage Strategies's daily fee rates as set out in the relevant Schedule(s) on the basis that a half day is approximately 3 to 4 hours (worked during Business Hours and excluding travel time) and a full day is approximately 6 to 8 hours (worked during Business Hours and excluding travel time); and

(b) Off Stage Strategies’s daily fee rates may be amended from time to time by Off Stage Strategies giving not less than one months’ written notice to the Client.

6.4 When Services are provided for a fixed price, the total price for those Services shall be the amount(s) set out in the relevant Schedule(s).

6.5 The Charges exclude the following which shall be payable by the Client monthly in arrears, following submission of an appropriate invoice:

(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Off Stage Strategies engages in connection with the Services; and

(b) the cost to Off Stage Strategies of any materials or services procured by Off Stage Strategies from third parties for the provision of the Services as such items and their cost are set out in the Schedule(s) or are approved by the Client in advance from time to time.

6.6 Off Stage Strategies shall invoice the Client for the Charges at the intervals specified, or on the achievement of the Milestones indicated, in the Schedule(s). If no intervals are so specified Off Stage Strategies shall invoice the Client at the end of each month for Services performed during that month.

6.7 The Client shall pay each invoice submitted to it by Off Stage Strategies within thirty days of receipt to a bank account nominated in writing by Off Stage Strategies from time to time.

6.8 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Off Stage Strategies any sum due under this agreement on the due date:

(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8(a) will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

(b) Off Stage Strategies may suspend all or part of the Services until payment has been made in full.

6.9 All sums payable to Off Stage Strategies under this agreement:

(a) are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Cancellation or postponement of pre-booked Services

If the Client wishes to cancel or postpone any pre-booked Services then Off Stage Strategies has the right to apply the following scale of charges:

(a) More than fourteen working days’ notice in writing of cancellation/postponement – no charge;

(b) Less than fourteen working days’ notice in writing of cancellation/postponement – 100% of the fees/costs set out in the relevant Schedule(s)

8. Intellectual property rights

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than the Client Materials) shall be owned by Off Stage Strategies.

8.2 Off Stage Strategies grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and Deliverables in its internal business.

8.3 The Client shall not sub-licence, assign or otherwise transfer the rights granted in clause 8.2.

8.4 The Client grants Off Stage Strategies a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this agreement for the purpose of providing the Services to the Client.

9. Data protection

9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and Off Stage Strategies is the processor.

9.3 Without prejudice to the generality of clause 9.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data to Off Stage Strategies for the duration and purposes of this agreement.

9.4 Without prejudice to the generality of clause 9.1, in relation to any Personal Data provided by the Client to Off Stage Strategies in connection with this agreement, the Client shall:

(a) at all times comply with Data Protection Laws in connection with the processing of such Personal Data;

(b) ensure that all instructions given by it to Off Stage Strategies in respect of such Personal Data shall at all times be in accordance with the Data Protection Legislation;

(c) indemnify and keep indemnified Off Stage Strategies against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to any data subject, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Client of its obligations under this clause 9.

9.5 Without prejudice to the generality of clause 9.1, In relation to any Personal Data provided by the Client to Off Stage Strategies in connection with this agreement, Off Stage Strategies shall:

(a) process that Personal Data only on the documented written instructions of the Client unless Off Stage Strategies is required by Applicable Laws to otherwise process that Personal Data. Where Off Stage Strategies is relying on the laws of a member of the European Union or European Union Law as the basis for processing Personal Data, Off Stage Strategies shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Off Stage Strategies from so notifying the Client;

(b) if it believes that any instruction received by it from the Client is likely to infringe Data Protection Legislation, promptly inform the Client and be entitled to cease to provide the Services until the parties have agreed appropriate amended instructions which are not infringing;

(c) ensure that all its agents, subcontractors, consultants, officers or employees who have access to and/or process such Personal Data are obliged to keep the Personal Data confidential;

(d) process such Personal Data in accordance with its Privacy Policy (an up to date version of which can be found on Off Stage Strategies’s website);

(e) assist the Client, insofar as this is possible and at the Client's cost, in responding to any request from a data subject in relation to their rights under the Data Protection Legislation; and

(f) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the Personal Data.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11. Limitation of liability – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1 Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

11.2 All warranties, conditions or other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

11.3 Subject to clause 11.1, Off Stage Strategies's total liability to the Client shall not exceed the total fees paid by the Client to Off Stage Strategies in any twelve month period prior to the relevant claim arising. Off Stage Strategies's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement.

11.4 Subject to clause 11.1 in no event shall Off Stage Strategies be liable for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information; or

(f) loss of or damage to goodwill.

11.5 Off Stage Strategies has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate this agreement by giving the other party one months’ written notice.

12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

(e) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(f) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within fourteen days;

(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(b) to clause 12.1(h) (inclusive); or

(j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.3 Without affecting any other right or remedy available to it, Off Stage Strategies may terminate this agreement with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or

(b) there is a change of control of the Client.

13. Consequences of termination

13.1 On termination or expiry of this agreement:

(a) the Client shall immediately pay to Off Stage Strategies all of Off Stage Strategies's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Off Stage Strategies may submit an invoice, which shall be payable immediately on receipt;

(b) the Client shall, within a reasonable time, return all of Off Stage Strategies's Equipment. If the Client fails to do so, then Off Stage Strategies may enter the Client's premises and take possession of Off Stage Strategies's Equipment. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;

(c) Off Stage Strategies shall on written request return any of the Client Materials not used up in the provision of the Services; and

(d) the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 8 (Intellectual property rights), clause 9 (Data Protection), clause 10 (Confidentiality), clause 11 (Limitation of liability), clause 13 (Consequences of termination), clause 17 (Waiver), clause 19 (Severance), clause 21 (Conflict), clause 26 (Governing law) and clause 27 (Jurisdiction).

13.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

15. Assignment and other dealings

15.1 This agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

15.2 Off Stage Strategies may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

16. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Waiver

17.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

20. Entire agreement

20.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

21. Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedule(s), the provisions of this agreement shall prevail.

22. No partnership or agency

22.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

22.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23. Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

24. Notices & Communication

24.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the email address specified in clause 24.3.

24.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

24.3 For the purposes of this clause 24 the parties’ respective email addresses are as follows:

(a) for Off Stage Strategies: isobel@offstagestrategies.com

(b) for the Client:

24.4 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24.5 Unless the Client instructs Off Stage Strategies otherwise Off Stage Strategies may, where appropriate, communicate with the Client and with third parties via email and other electronic means. The recipient is responsible for virus checking emails and any attachments. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. Electronic communication is not totally secure and Off Stage Strategies cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. Nor can Off Stage Strategies accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks the Client must bear in return for greater efficiency and lower costs. If the Client does not wish to accept these risks the Client must let Off Stage Strategies know in writing and Off Stage Strategies will communicate by paper mail or via secure Client portal provided by the Client, other than where electronic submission is mandatory.

25. Counterparts

25.1 This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.2 Transmission of the executed signature page of a counterpart of this agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. Each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.

25.3 No counterpart shall be effective until each party has executed at least one counterpart.

26. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

27. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.