BGL Executive Recruitment Terms & Conditions of Purchase
Version date: 19 June 2018
1. About us
1.1 Company details.
BGL Group Limited (company number 2593690) (BGL) is a company registered in England and Wales and our registered office is at Pegasus House, Bakewell Road, Orton Southgate, Peterborough, PE2 6YS.
1.2 Contacting us.
To contact us telephone or e-mail the originator of and as set out in the Purchase Order. How to give us formal notice of any matter under the Contract is set out in clause 18.
2.1 Our contract.
2. Our contract with you
These terms and conditions (Terms) apply to the Purchase Order entered into by you to supply Executive Recruitment services on a non-exclusive basis for the period set out in the Purchase Order. These Terms, the Purchase Order and any annexes attached to the Purchase Order constitute the contract (Contract). These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement.
The Contract constitutes the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
These Terms and the Contract are made only in the English language.
2.4 Your copy.
You should print a copy of these Terms for future reference.
3. Definitions and interpretation
In these Terms, the following words and expressions shall have the following meanings where the context so requires:
means a list of Candidates agreed by you, BGL's hiring manager and a member of the BGL recruitment team.
means a role other than the Role.
means a person or persons introduced by you to BGL pursuant to an Engagement.
as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
means any such information of whatever kind (whether commercial, technical, financial, operational or otherwise, whether communicated verbally, in writing or in any other form, and whether or not expressly stated to be confidential) (which is or has been supplied or made available to you by or on behalf of BGL or any Group Company at any time (whether made available before, on or after the date of the Contract) and/or which you generate or obtain in connection with the Contract) and including but not limited to:
(i) any information including customer profiles and previous customer research relating to any client or clients (whether or not identified by name) of any Group Company or of any third party with whom any Group Company has any contract, agreement, arrangement or business relationship;
(ii) any information relating to any processes, systems, procedures, schemes, computer hardware, computer software or facilities used by any Group Company or by any insurance company or underwriter for the arrangement, sale and/or administration of any insurance product and/or the management, handling and/or conduct of any insurance claim (including but not limited to details of any agreement or arrangement between any Group Company and any insurance company or underwriter and/or of any processes, systems and procedures relevant to the operation of any such agreement or arrangement);
(iii) any information relating to any computer systems, operating systems, computer hardware or computer software used by any Group Company, or held on any such computer system;
(iv) any information belonging to any insurance company, underwriter or other third party with whom any Group Company has any contract, agreement, arrangement or business relationship;
(v) any other information relating to the businesses, operations, affairs, finances, dealings, employees, customers, suppliers or business partners of any Group Company or to any contract, agreement, arrangement or business relationship to which any Group Company is party including specifically, but not exclusively, information relating to business strategy and development plans, marketing strategy and plans and media schedules which is disclosed or made available, or procured to be disclosed or made available by BGL to you for the purposes of the Contract;
(vi) any information relating to the existence of any discussions or negotiations between you and any Group Company in relation to the Contract;
(vii) any documents, content, images, brands, domain names, software, data, databases, information or materials created and/or delivered by you or acquired by you from time to time in connection with the Contract; and
(viii) any modification (whether authorised or otherwise) made to any of the information mentioned in this definition by you or any person to whom you have disclosed that information.
an engagement of you by BGL to provide Services on the terms of the Contract.
means a candidate that applies to BGL directly or is a candidate already employed by BGL or a candidate approached directly by BGL or referred to BGL prior to you approaching the candidate in connection with the Engagement.
means the fee payable by BGL to you under an Engagement as set out in the Purchase Order.
Fixed Term Worker:
means a successful Candidate who is employed with BGL on a contract with a specified end date.
BGL, any company of which it is a Subsidiary (its holding company) and any Subsidiaries of BGL or of any such holding company.
professional indemnity or other commercial general liability insurance cover and public liability insurance cover.
Intellectual Property Rights:
patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
means a successful Candidate who is employed as an employee of BGL on an employment contract with no specified end date and who is paid via BGL's payroll system and who has a Probationary Period.
means the probationary period recorded in the offer of employment or the contract of employment between BGL and the Candidate.
means a Candidate that has accepted an offer of employment from BGL.
any staff, agents or representatives of you that may assist in the provision of Services under any Engagement as and when necessary, including any Substitute.
means the role that is the subject of the Engagement.
the executive search services that you provide to BGL from time to time as detailed more fully in the Purchase Order.
in relation to a company (a holding company) means a subsidiary (as defined in section 1159 of the Companies Act 2006) and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company.
means a substitute for the person named in the definition of Representatives above appointed under clause 6.4 of these Terms.
the date on which the Contracts is terminated by either party in accordance with its terms.
The Contract shall become effective as of the date of the Purchase Order and continue in full force and effect until the completion of the period stated in the Purchase Order (Term), subject always to earlier termination by either party giving to the other not less than 1 month's prior written notice or in accordance with clause 14.
5. Engagement process
5.1 When requesting the provision of Services from you, BGL shall complete a Purchase Order.
5.2 An Engagement shall not enter into force, be legally binding or have any other effect unless a Purchase Order has been completed and sent to you by BGL.
5.3 In the event that you have at any time either before, during or after the Engagement presented your own terms and conditions of engagement (a Secondary Agreement) BGL and you agree that the Contract shall supersede and prevail a Secondary Agreement.
6.1 During the Engagement you shall and will procure that the Representatives shall:
6.1.1 provide the Services with all due care, skill and ability and use their best endeavours to promote the interests of BGL;
6.1.2 unless prevented by ill health or accident, devote such time as may be necessary for the proper performance of the Services (the dates and times at which the Representatives shall attend the premises of BGL shall be agreed in advance between the parties);
6.1.3 promptly give to BGL all such information and reports as BGL may reasonably require in connection with matters relating to the provision of the Services or the business of BGL;
6.1.4 in the performance of the Services, promptly observe and comply with all lawful and reasonable requests which BGL or any other Group Company may make;
6.1.5 perform your or their duties under the Contract in accordance with the applicable time limits set out by BGL;
6.1.6 at all times act in good faith and in the best interests of BGL and any other Group Company.
6.2 You shall use reasonable endeavours to ensure that the Representatives are available at all times on reasonable notice to provide such assistance or information as BGL may require.
6.3 You shall comply and shall procure that the Representatives comply with BGL's policies on Health and Safety, Information Security, Physical Security, Anti-bribery and Corruption, Anti-Financial Crime, Conflicts of Interest, Treating Customers Fairly, Dignity at Work and Data Protection (all as may be updated from time to time).
6.4 You may, with the prior written approval of BGL and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services provided that, where requested by BGL, the Substitute shall be required to enter into direct undertakings with BGL, including with regard to, but not limited to, confidentiality. If BGL accepts the Substitute, you shall continue to invoice BGL in accordance with clause 7 of these Terms and shall be responsible for paying the fees of the Substitute. If, at any time, BGL is dissatisfied with the performance of the Substitute it shall notify you and you will be given the opportunity to offer a replacement forthwith provided that the provision of the Services is not compromised.
6.5 Unless specifically authorised to do so by BGL in writing, neither you nor the Representatives shall:
6.5.1 have any authority to incur any expenditure in the name of or for the account of either BGL or any Group Company; or
6.5.2 hold themselves out as having authority to bind either BGL or any Group Company.
6.6 You shall comply and shall procure that the Representatives comply with all reasonable standards of safety and comply with BGL's health and safety procedures from time to time in force at the premises where the Services are provided and report to BGL any unsafe working conditions or practices.
6.7 You may use another person, firm or company to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
6.7.1 BGL will not be liable to bear the cost of such functions; and
6.7.2 you procure that such third party is bound by obligations of confidentiality no less onerous than are contained in the Contract.
6.8 In the event that a Candidate's employment with BGL ends within the first 12 months following commencement (for whatever reason) BGL can at its absolute discretion request you to provide Services to find a Replacement Candidate at no additional cost to BGL
7.1 In consideration of the provision of the Services during the Engagement, BGL shall pay the Fee to you.
7.2 No Fee shall be payable in respect of an Exempt Candidate.
7.3 The Fee will be calculated as detailed in the Purchase Order.
7.4 You will invoice BGL in three stages:
7.4.1 one third of the Fee will be invoiced on the acceptance of an Engagement by you;
7.4.2 one third of the Fee will be invoiced on you submitting an Agreed Shortlist; and
7.4.3 one third of the Fee will be invoiced on a Candidate’s acceptance of an offer of employment by BGL.
7.5 Subject to clause 7.9, BGL will pay your invoices within 30 days of receipt.
7.6 The fees for any other services that the parties may agree that you will provide under the Contract will be agreed in writing by the parties before those services are provided by you.
7.7 You shall be solely responsible for accounting to HM Revenue and Customs for all VAT charged on all fees payable to you by BGL under the Contract. BGL shall be entitled to deduct from the Fee (and any other sums) due to you any sums that you and/or the Representatives may owe to BGL at any time.
7.8 In the event that either party fails to make any payment when due to the other, the party to whom the money is owed may charge interest on the unpaid amount at the rate of 2% above the Bank of England base rate, accruing on a daily basis and being compounded quarterly, incurring from the due date for payment until payment is made.
7.9 In the event that BGL disputes an invoice BGL shall, as soon as reasonably practicable, notify you. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. BGL shall be entitled to withhold payment of the disputed invoice pending resolution of the dispute between the parties. For the avoidance of doubt, where only part of an invoice is in dispute, BGL shall be entitled to withhold payment of that part of the invoice which is in dispute but shall otherwise pay the undisputed part of such invoice to you in accordance with these Terms. Your obligations to supply the Services under the Contract shall not be affected by any payment dispute.
7.10 BGL shall not be liable to account to you for any fees or charges save those which are properly due and payable in accordance with these Terms, and only following receipt of an invoice properly rendered in accordance with this clause 7.
8.1 BGL shall pay to you the sum of £500 pounds (the "Expenses Deposit") on receipt of your invoice by way of retainer to, subject to clause 8.3, cover all out of pocket expenses including, but not limited to, travel, subsistence and accommodation incurred by you or the Representatives in the performance of their obligations under the Engagement in relation to Candidates on the Agreed Shortlist.
8.2 You shall at all times use standard travel fares unless agreed otherwise with BGL.
8.3 You shall provide documentary evidence of all expenses incurred and shall submit such evidence to BGL promptly following the expense being incurred. For the avoidance of doubt you shall not be able to claim any expenses out of the Expenses Deposit for which you have not submitted documentary evidence.
8.4 In the event that your expenses exceed the amount of the Expenses Deposit you shall notify BGL and shall obtain BGL's written consent prior to incurring any further expenses in the performance of your obligations under the Engagement. BGL shall pay any agreed expenses at the end of the Engagement following receipt of your invoice.
8.5 In the event that your expenses are less than the amount of the Expenses Deposit on completion of the Engagement, you shall return any unclaimed amount of the Expenses Deposit to BGL within 14 days of the end of the Engagement.
9. Other activities
9.1 You acknowledges that in the course of performance of the Contract both you and the Representatives will have access to information of value to competitors of BGL and its Group Companies and may develop personal knowledge of, and influence over, actual and prospective employees, customers, suppliers and business partners of the same and you accordingly agree and undertake to ensure that neither you nor your Representatives will at any time while the Contract remains in force or within 12 months following its termination: solicit or seek to solicit any person (including an employee of BGL or Group Company), firm or company to terminate or alter any arrangement or contractual relationship to which BGL and its Group Companies is party.
9.2 You agree and undertake to ensure that neither you nor your Representatives will make any disparaging remarks or comments (whether written or verbal) about BGL and its Group Companies or any of the directors, or any of the consultants, managers or employees of BGL and its Group Companies at any time either during or after the termination of the Contract.
9.3 Nothing in the Contract shall prevent you from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
9.3.1 such activity does not cause a breach of any of your obligations under the Contract; and
9.3.2 you shall not (and procure that the Representatives shall not) engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of BGL and/or any Group Company without the prior written consent of BGL; and
9.3.3 you shall (and shall procure that the Representatives shall) give priority to the provision of Services to BGL over any other business activities taken on by it during the course of the Engagement.
10. Confidential information and company property
10.1 You acknowledge that in the course of the Engagement you and/or the Representatives will have access to Confidential Information. You have therefore agreed to accept the restrictions in this clause 10.
10.2 You shall not and shall procure that the Representatives shall not (except in the proper course of their duties) either during the Engagement or at any time after the Termination Date, use or disclose to any person, firm or company (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
10.2.1 any use or disclosure authorised by BGL or required by law; or
10.2.2 any information which is already in, or comes into, the public domain otherwise than through you and/or the Representatives' unauthorised disclosure.
10.3 If required to do so, you will procure that any Representatives enter into a direct confidentiality undertaking in such form as BGL may reasonably specify.
10.4 All documents, manuals, hardware and software provided for you and/or the Representatives' use by BGL, and any data or documents (including copies) produced, maintained or stored on BGL's computer systems or other electronic equipment (including mobile phones provided by BGL), remain the property of BGL and you shall promptly upon request return to BGL any BGL property in your or the Representatives' possession.
11. Data protection
11.1 For the purposes of this clause the following terms shall have the following definitions:
11.1.1 “Customer Data” means any and all Personal Data or other data (including customer data) which is supplied by or on behalf of BGL or any Group Company to you or which is obtained by you in connection with the Contract at any time, whether before, on, or after the date of the Contract;
11.1.2 “Data Protection Legislation” means i) the Data Protection Act 1998; ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; iii) from 25 May 2018 the General Data Protection Regulation (EU 2016/679) and any legislation implemented in connection with the General Data Protection Regulation; iv) any data protection legislation coming into force as a result of the United Kingdom leaving the European Union and v) any replacement legislation in respect of any of the same coming into effect from time to time and in each case as amended, extended or superseded from time to time;
11.1.3 “Personal Data” has the meaning given to that term in the Data Protection Legislation in force from time to time.
11.2 You consent, and have obtained the Representatives’ consent, to BGL and any Group Company holding and processing data relating to both you and them for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Legislation) relating to the Representatives including (without limitation):
11.2.1 information about the Representatives' physical or mental health or condition in order to monitor sick leave and take decisions as to the Representatives' fitness for work;
11.2.2 the Representatives' racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and
11.2.3 information relating to any criminal proceedings in which the Representatives have been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties.
11.3 You consent, and shall procure that the Representatives consent, to BGL making such information available to any Group Company, those who provide products or services to BGL and any Group Company (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of BGL or any part of its business.
11.4 You consent (and shall procure that the Representatives consent) to the transfer of such information to BGL's and any Group Company's business contacts outside the European Economic Area in order to further their business interests.
11.5 You shall comply (and procure that the Representatives shall comply) where appropriate with BGL's data protection policy and relevant provisions under the Data Protection Legislation and associated codes of practice or guidance when processing personal data relating to an employee, worker, customer, client, supplier or agent of BGL.
11.6 To the extent that you process Customer Data on behalf of BGL or any Group Company in connection with the Contract, you shall:
11.6.1 comply with the instructions of the relevant Group Companies in connection with the processing of Customer Data;
11.6.2 solely process the Customer Data for the purposes of fulfilling your obligations in connection with the Contract and/or in accordance with any instructions of BGL from time to time;
11.6.3 keep a record of any processing of Customer Data you carry out on behalf of the relevant Group Company;
11.6.4 take appropriate technical and organisational measures against unauthorised or unlawful processing of Customer Data and against accidental loss or destruction of, or damage to, Customer Data taking into account the harm that might result from such unauthorised or unlawful processing, loss, destruction or damage and the nature of the Customer Data to be protected;
11.6.5 not transfer any Customer Data outside the countries of the European Economic Area without the prior written consent of the relevant Group Company and in any case without ensuring that the recipient of the Customer Data ensures an adequate level of protection of personal data;
11.6.6 notify the relevant Group Company immediately if you receive any complaint, notice or communication which relates directly or indirectly to the processing of the Customer Data or to your compliance with the Data Protection Legislation and provide full co-operation and assistance in relation to any such complaint, notice or communication; and
11.6.7 Upon request you shall allow BGL and its representatives access to your premises, records and personnel for the purposes of assessing your compliance with this clause 11.
12. Intellectual property
12.1 The Contract does not assign any Intellectual Property Rights existing at or prior to the date of the Contract (the “Pre-existing IPR”) and accordingly neither party may assert ownership of the other party’s Pre-existing IPR.
12.2 BGL retains all property rights, including Intellectual Property Rights, in any of its information (including any Confidential Information), documents, trademarks, logos or other intellectual property (the “Company IP”) issued to or used by you and for which you may only use such items for the purpose of performing your obligations under the Contract and must return such items to BGL immediately upon demand or in any event on the termination of the Contract.
12.3 All Intellectual Property Rights in any Deliverables (as stated in the Purchase Order) shall belong and vest in BGL absolutely and you hereby assign (or shall procure the assignment) with full title guarantee by way of present assignment, all right, title and interest, both legal and beneficial in and relating to all Deliverables (whenever created), and all present and future Intellectual Property Rights in all such items with the intent that upon the making or creation thereof, such Intellectual Property Rights shall automatically vest in BGL.
13. Insurance and liability
13.1 You shall be liable for any loss, liability or costs (including reasonable legal costs) damages or expenses incurred by BGL or any Group Company in connection with the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies in respect of the provision of the Services.
13.2 You shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to BGL and that the level of cover and other terms of insurance are acceptable to and agreed by BGL.
13.3 You shall on request supply to BGL copies of such Insurance Policies and evidence that the relevant premiums have been paid.
13.4 You shall notify the insurers of BGL's interest and shall cause such interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by BGL against you in respect of which you would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify BGL directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify BGL, you shall use all insurance monies received by you to indemnify BGL in respect of any claim and shall make good any deficiency from your own resources.
13.5 You shall comply (and shall procure that the Representatives comply) with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if you are aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, you shall notify BGL without delay.
13.6 Save as provided in clause 13.7 below, the aggregate liability (inclusive of interest and legal and other costs) of each party in any calendar year in respect of all claims arising under or in connection with the Contract (whether by reason of any negligence by BGL, any Group Company or any of its employees or agents, any non-fraudulent misrepresentation or any breach of the Contract) shall not in any event exceed 20% of the Fees paid or payable by BGL to you under all Engagements entered into in that calendar year.
13.7 Subject to clause 13.8, the aggregate liability (inclusive of interest and legal and other costs) of each party in respect of all claims arising under or in connection with an Engagement (whether by reason of any negligence by BGL, any Group Company or any of its employees or agents, any non-fraudulent misrepresentation or any breach of the Contract) shall not in any event exceed 100% of the Fees paid by BGL to you under that Engagement.
13.8 The liabilities of:-
13.8.1 either party arising from death or personal injury resulting from their negligence or any fraudulent acts or omissions; and
13.8.2 you arising out of clauses 6.3, 10, 11 or 12 of these Terms
shall be unlimited.
14.1 Notwithstanding the provisions of clause 4, BGL may terminate the Engagement and/or the Contract with immediate effect without notice and without any liability to make any further payment to you (other than in respect of amounts accrued prior to the Termination Date) if at any time:
14.1.1 you and/or any of the Representatives are guilty of any gross misconduct and/or conduct affecting or prejudicial to the interests and/or business of BGL or any Group Company, or to the efficient performance of the Services; or
14.1.2 you and/or any of the Representatives commit any serious or repeated breach or non-observance of any of the provisions of the Contract or refuse or neglect to comply with any reasonable and lawful directions of BGL; or
14.1.3 you and/or any of the Representatives are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
14.1.4 you or any of the Representatives are, in the reasonable opinion of BGL, negligent and incompetent in the performance of the Services; or
14.1.5 any of the Representatives are declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984; or
14.1.6 you and/or any of the Representatives is guilty of any fraud or dishonesty or acts in any manner which in the opinion of BGL brings or is likely to bring you, BGL or any Group Company into disrepute or is materially adverse to the interests of BGL or any Group Company; or
14.1.7 you and/or the Representatives commits any breach of BGL's polices or procedures; or
14.1.8 in respect of you:
18.104.22.168 an encumbrancer takes possession or a receiver is appointed over any of your property or assets;
22.214.171.124 you make any voluntary arrangements with your creditors or become subject to an administration order;
126.96.36.199 you go into liquidation (except for the purposes of amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on you under this agreement);
188.8.131.52 you cease, or threaten to cease, to carry on business; or
184.108.40.206 anything occurs which, under the law of any jurisdiction, is analogous to any of the acts or events specified in clauses 220.127.116.11 to 18.104.22.168 above.
14.2 The rights of BGL under clause 14.1 are without prejudice to any other rights that BGL might have at law to terminate the Engagement or the Contract or to accept any breach of the Engagement or the Contract on the part of you as having brought the Engagement or the Contract to an end. Any delay by BGL in exercising its rights to terminate shall not constitute a waiver thereof.
14.3 Any termination of any Engagement or the Contract shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
15. Obligations upon termination
15.1 On the Termination Date, or the date of termination of the Contract, you shall and shall procure that the Representatives shall:
15.1.1 immediately deliver to BGL all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of BGL and any Group Company, their business contacts, any keys, and any other property of BGL and any Group Company, which is in your or the Representatives' possession or under your or the Representatives' control;
15.1.2 irretrievably and securely delete any information relating to the business of BGL and any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in your or the Representatives' possession or under your or the Representatives' control outside the premises of BGL. For the avoidance of doubt the contact details of the business contacts made during the term of the Contract are regarded as Confidential Information and, as such, must be deleted from personal, social or professional networks; and
15.1.3 provide a signed statement that you and the Representatives have complied fully with the obligations under this clause 15.
16.1 The relationship of you to BGL (and the Representatives) will be that of independent contractor and nothing in the Contract shall render you or the Representatives an employee, worker, agent or partner of BGL and you shall not and shall procure that the Representatives will not hold themselves out as such.
16.2 The Contract constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify BGL and any Group Company for and in respect of:
16.2.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services or any payment or benefit received by the Representatives in respect of the Services, where such recovery is not prohibited by law. You shall further indemnify BGL against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by BGL in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of BGL's negligence or wilful default;
16.2.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Representatives against BGL arising out of or in connection with the provision of the Services.
16.3 BGL may, at its option, satisfy such indemnity (in whole or in part) by way of deduction from any payments due to you.
17. Assignment and subcontracting
17.1 You shall not be entitled to assign, transfer or otherwise deal with any of your rights or obligations under the Contract to any third party without the prior written consent of BGL.
17.2 Subject to clause 6.7, you and the Representatives shall not be entitled to subcontract the performance of any of their obligations under the Contract without the prior written consent of BGL. In the event that you and/or the Representatives appoint an authorised subcontractor with BGL's consent under this clause, you shall, and shall procure that the Representatives shall, ensure that any such subcontract contains provisions at least equivalent to those contained within the Contract, in particular but not limited to those set out in clauses 10, 11 and 12. You shall remain wholly responsible for the performance of any of your obligations subcontracted under this clause.
17.3 BGL may assign or transfer its rights or obligations under the Contract to any Group Company without your or the Representatives consent.
18. Communications between us
When we refer to "in writing" in these Terms, this includes email.
Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
if delivered personally, on signature of a delivery receipt;
if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second working day after posting;
if sent by email, at 9.00 am the next working day after transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
The parties hereby agree and acknowledge that clauses 10, 11, 12 and 13 shall survive the termination or expiry of the Term.
21. Third party rights
The Contract is between you and BGL. No other person has any rights to enforce any of its terms.
If BGL does not insist that you perform any of your obligations under the Contract, or if BGL does not enforce its rights against you, or if BGL delays in doing so, that will not mean that BGL has waived its rights against you or that you do not have to comply with those obligations. If BGL does waive any rights, BGL will only do so in writing, and that will not mean that BGL will automatically waive any right related to any later default by you.
23. Governing law
The Contract is governed by English law and the parties each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
Any variation of the Contract only has effect if it is in writing and signed by you and BGL (or our respective authorised representatives).