Terms and Conditions for Clients

Last updated on 01/05/2026

The Recruitment Services
1. The Company sources and supplies Carers on a temporary basis to perform Bookings for Clients to match a Client's Work Specification (Recruitment Services).
2. Carers will be supplied by default as self-employed workers outside of IR35.
3. The Recruitment Services are provided to the Client on these Terms and Conditions which will be deemed to be accepted when the Client registers a request to the Company to supply a Carer for any Booking; and they prevail over any other terms put forward by the Client at any time.
Definitions
1. In these Terms and Conditions:
  1. "Affiliate" means, in relation to a Party, any person that Controls, is Controlled by, or is under common Control with that Party;
  2. "Company" means Tembo Care LTD, a company registered in England and Wales under company number 07592610 and whose registered office is at 66 Paul Street, London, EC2A 4NA;
  3. "Agreement" means the agreement comprising these conditions, the Clients registration form and any Booking a Carer;
  4. "Booking" means the period during which a Carer performs services or carries out work for or on behalf of the Client, beginning when the Carer first reports to the Client to take up duties (or, if earlier, the commencement of such work or services by the Carer) and ending on the cessation by the Carer of all such work or services;
  5. "Carer" means a person supplied by the Company to the Client to work temporarily for the Client, under the Client's direction and supervision, who is not an employee of the Client but who either has: (1) a contract of employment with the Company; or (2) is a Company Worker for ITEPA 2003 purposes and has an agreement with the Company to perform work or services personally; or (3) a worker who supplies their services through a company such as a PSC or other legal entity;
  6. "Claims" has the meaning given in clause 11.7;
  7. "Client" means any person, firm or company who approaches the Company with a view to placing an order with the Company for the introduction or supply of a Carer;
  8. "Commencement Date" means the date of registration;
  9. "Control" means, in relation to a Party, direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that Party, as the case may be;
  10. "Fee(s)/Booking" means the fees payable by the Client to the Company resulting from the Booking of one or more Carer(s) at the rates sent to the Client at the time of each Booking or as informed via the Company's central email at bookings@tembocare.co.uk;
  11. "HMRC" means His Majesty's Revenue & Customs;
  12. "IR35 rules" means the off-payroll working rules contained in Chapters 8 and 10 of Part 2 of ITEPA 2003 as amended from time to time;
  13. "ITEPA 2003" means Income Tax (Earnings and Pensions) Act 2003;
  14. "Losses" has the meaning given in clause 11.7;
  15. "NICs" means National Insurance contributions;
  16. "Other Party" has the meaning given in clause 12.2;
  17. "Parties" means the Company and the Client, and 'Party' will mean either one of them;
  18. "Personal Data" means any information relating to a living individual who can be identified, directly or indirectly, in particular by reference to: (a) an identifier such as a name, an identification number, location data or an online identifier, or (b) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual;
  19. "PSC" means any intermediary to which the provisions of Chapters 8 and/or 10 of Part 2 of ITEPA 2003 apply;
  20. "Receiving Party" has the meaning given in clause 9;
  21. "Recruitment Services" means the supply to the Client by the Company of Carer for Bookings of which the Client has notified the Company;
  22. "Relevant Period" has the meaning given in clause 5.8;
  23. "SDS" means a Status Determination Statement made under Chapter 10 of Part 2 of ITEPA 2003;
  24. "Subcontractor" means a subcontractor of the Company (or of any other Subcontractor) from time to time but not a PSC;
  25. "Supplying Party" has the meaning given in clause 9;
  26. "Vulnerable Person" means any person who by reason of age, infirmity, or any other circumstances is in need of care or attention;
  27. "Work Specification" means the job description together with any particular skills, experience, qualifications or authorisations required of the Carer to perform a particular Booking.
The Company's obligations
1. The Company will search for suitable candidates to be placed with the Client as Carers for a Booking in accordance with the Client's Work Specification. The Client acknowledges that it may not always be possible for the Company to find and propose a suitable candidate for each Booking.
2. The Company will provide the Client with the following information before any Carer commences a Booking. In doing so, the Company may reasonably rely on the information provided to it by the Carer. Where (for reasons of speed) this information may be provided to the Client orally, it will still be provided in writing within a further three days:
  1. the Carer's identity;
  2. that the Carer has the necessary or required experience, training, qualifications and authorisation, including any authorisation required by law or a professional body, to work on the Booking (and including, where relevant, appropriate and expressly requested by the Client, information provided by a Disclosure and Barring Service criminal records check);
  3. that the Carer is willing to work on the Booking; and
  4. the rate of pay for the Carer and the Company's Fees.
3. Where the Carer is required by law or any professional body to have any qualifications or authorisations to work on a Booking, or that Booking entails caring for or attending one or more persons under the age of 18 or any Vulnerable Person, the Company will take reasonably practicable steps to obtain and supply the Client with:
  1. copies of any relevant qualifications or authorisations of the Carer; and
  2. any necessary DBS certificates;
  3. a minimum of one professional reference where the Carer worked in a professional setting with children or vulnerable adults. Whenever possible, the Company collects additional references from the last five years of employment. These references are recorded on the platform. However, they are only made available to clients upon request by the relevant authorities, specifically when there is a reported concern about a Carer;
  4. confirmation that the Carer is suitable for the Booking; or
  5. where the Company has been unable to supply all this information, despite reasonable steps to do so, it will provide the Client with details of the steps it has taken to comply with these obligations.
4. The Company will keep full and accurate records of the Recruitment Services including how it has complied with all its obligations under clauses 3, 4 and 5, and will make these available to the Client on request, during the term of the Agreement and for a period of six years thereafter.
Tax status and payments to Carers
1. The introduction of Carers is made on the basis that they are self-employed. It will be for the Client to make (then, or independently at any time) its own assessment of the tax status of any Booking and if requested to provide the Company with an SDS and a reasonable explanation, including whether or not the provision of the Recruitment Services for any particular Booking results in it being a 'client' or not for the purposes of any of Chapters 7, 8 and 10 of Part 2 of ITEPA 2003. The Company will not deduct PAYE income tax and NICs from payments to the Carer.
2. The Client will indemnify the Company and keep the Company fully indemnified against being reasonably obliged to pay or account for any tax, NICs or related contributions (to the extent permitted by law), levy, any form of fiscal charge, fiscal fine, penalties or interest, in respect of a Carer including (without limitation) as a result of the Company or the Client or any Affiliate being treated as a 'deemed employer' for the purposes of Chapter 7 of Part 2 of ITEPA 2003.
Fees, time-recording and payment
1. The Client will pay the Carer as set out in the Booking.
2. The Carer submits all the time worked on a Booking in a timesheet via the Company's online platform. The timesheet is then available for inspection by the Client and the Company. The Client must approve or reject the Carer's timesheet at the end of every week or when requested to do so, in a timely manner and without delay, as proof of the time worked. A failure to approve on the part of the Client will not negate the Client's liability to pay the Fees. Any disagreements over the accuracy of time recording must be done so via the platform and within 24 hours in any event. The Client may not decline to approve a timesheet on the grounds that it is dissatisfied with the Carer's work. In cases of unsatisfactory work, the Client must apply the provisions of clause 8.
3. The Company will invoice the Client in arrears on behalf of the Carer. The payment of the Fees will be made by the Client to the Company within seven days of the end of each week or shorter period that a Carer is engaged by the Client or as otherwise specified in the Booking.
4. If the Client wishes to cancel a Booking after requesting the Company to supply a Carer but before the Carer has started work, the following shall apply:
  1. For pre-booked bookings (defined as any booking made six or more hours prior to the scheduled start time), a minimum of six hours' notice is required for cancellation. Failure to provide at least six hours' notice results in the Company levying a charge equivalent to 50% of the Booking.
  2. In the event of a same-day booking (a last-minute reservation made for the current day), Clients are requested to cancel within 30 minutes after a carer has been secured for their booking. If the Client cancels a same-day booking more than 30 minutes after the Carer has been assigned to the Booking, the Company will charge 50% of the Booking.
5. Subject to clause 5.7, if the Client engages or employs any Carer directly, or indirectly (other than through the Company), the Client will:
  1. immediately notify the engagement or employment to the Company; and
  2. pay to the Company an introduction fee of £1000 plus VAT, or
  3. if the Client so elects by notice in writing to the Company, hire the Carer for an extended period of hire of 12 weeks (commencing on the date the Client engaged the Carer directly, or indirectly (other than through the Company)) in respect of which the Client will pay to the Company the Fee in accordance with the Company rates at the time of the original Booking of the Carer.
6. Subject to clause 5.7, if the Client effectively introduces (whether directly or indirectly) any Carer to any third party, including any Affiliate of the Client, and that introduction results in the employment or engagement, whether under a contract of service or contract for services, and whether on a permanent or temporary basis, of the Carer by that third party, the Client will:
  1. immediately notify the Company of the employment or engagement, including the start date, the role, and pay rates; and
  2. pay to the Company an introduction fee calculated in accordance with the Company's rates for such fees in force at the time of the original Booking.
7. Clauses 5.5 and 5.6 will not apply if the Carer is engaged by the Client or begins working for the Client pursuant to being supplied by another employment business/Company, or is engaged by the third party, after the end of the Relevant Period.
8. In clause 5.7, 'Relevant Period' means whichever of the following periods that ends later:
  1. the period of eight weeks commencing on the day after the day on which the Carer last worked for the Client; or
  2. the period of 14 weeks commencing on the first day on which the Carer, having been supplied for a Booking by the Company, worked for the Client. In determining the first day, no account will be taken of any supply that occurred prior to a Break Period. A 'Break Period' is a period, which lasts for more than 42 days, during which that Carer did not work for the Client pursuant to being supplied by the Company.
9. All amounts stated are exclusive of VAT and any other applicable taxes, which, if applicable, will be charged in addition at the rate in force at the time the Client is required to make payment.
10. If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms and Conditions, then the Company will be entitled:
  1. to charge interest (both before and after any judgment) on the outstanding amount at the rate of 8% a year above the base lending rate of Virgin Money plc, accruing daily;
  2. to require the Client to pay, in advance, for any Recruitment Services, or any part of the Recruitment Services, which have not yet been performed;
  3. not to perform any further Recruitment Services, or any part of the Recruitment Services; and
  4. to withdraw without notice any Carer(s) currently engaged in a Booking by the Client.
The Client's obligations and acknowledgments
1. The Client will provide the Company with a Work Specification for each Booking by completing the online application setting out the skills and experience required of the Carer and the information which the Company is obliged by law to provide to the Carer. This includes (but is not limited to):
  1. the identity of the Client and, if applicable, the nature of the Client's business;
  2. the date on which the Client requires a Carer to commence work and the duration, or likely duration, of the work;
  3. the position which the Client seeks to fill, including the type of work a Carer in that position would be required to do;
  4. the location at which, and the hours during which, the Carer would be required to work;
  5. the skills needed, including any special skills;
  6. the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for a Carer to possess in order to work on the Booking;
  7. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
  8. any expenses payable by or to the Carer;
  9. the minimum rate of remuneration and any other benefits which the Client would offer to a person in the position which it seeks to fill, and the intervals at which the person would be paid;
  10. where applicable, the length of notice which a Carer in such a position would be required to give, and entitled to receive, to terminate the employment with the Client.
2. The Client warrants that it will comply with all obligations, duties and regulations, whether statutory or otherwise including those relating to the place, nature or system of work, in any way arising from or directly or indirectly connected with the services rendered by a Carer.
3. The Client agrees that (unless expressly agreed otherwise in writing between the Parties) each Carer will be treated as if they are the employee of the Client throughout the duration of the Booking and undertakes to exercise all appropriate supervision, direction and control over the manner, time and place in which each Carer carries out their work for the Client.
4. The Client acknowledges and agrees that:
  1. Carers supplied by the Company are employed by or engaged under a contract for services by the Client;
  2. unless expressly agreed otherwise by the Parties, Carers supplied by the Company are deemed to be under the supervision, direction and control of the Client from the time when they report to the Client to take up their duties until their Booking ends;
  3. the Client is responsible for all acts, errors and omissions, whether wilful, negligent or otherwise, as if the Carer was the Client's employee;
  4. the Client will in all respects comply with all statutes, byelaws and other legal requirements and codes of practice to which the Client is ordinarily subject in respect of its own staff, including the Working Time Regulations 1998 and the Health and Safety at Work Act 1974;
  5. the Client will provide adequate employer's and public liability insurance cover for the Carer during all Bookings;
  6. if the Client reasonably considers the Carer to be unsatisfactory for whatever reason, it will make a complaint to the Company by telephone and confirm it in writing within one day of the finding but will not have the right to withhold from the Company payment of any Fee due.
5. The Client will:
  1. verify to the Company at the beginning of the Booking that the Carer is suitable for the purposes for which the Carer is required and that they have the capability to carry out the duties required, including the operation of any machinery or vehicles;
  2. inform the Company immediately if it becomes aware of any circumstances which would render any Booking detrimental to the interests of the Carer or the Client.
Diversity, equality and inclusion
1. The Company actively promotes equality of opportunity for all and seeks to prevent unlawful discrimination or harassment because of age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, caring responsibilities, race, caste, religion or belief, socio-economic status, sex and/or sexual orientation (protected characteristics).
2. The Company is an equal opportunities employer and is committed to selecting Carers according to skills and experience and does not select or exclude any person based on any protected characteristic.
3. The Client agrees that it will at all times treat all Carers with due respect and dignity and in particular must take all steps within its control to avoid any unlawful discriminatory treatment of each of them.
4. The Client will not request the Company to discriminate against, de-select, disadvantage, or in any way favour any person based on a protected characteristic unless it can be reasonably seen to be a genuine occupational requirement for the Client's business.
Termination of a Booking
1. The Client or the Company or the Carer may terminate a Booking on reasonable notice subject to the cancellation charges set out above.
2. The Client undertakes to properly supervise the Carer to ensure that the Carer works to the standards that the Client expects. If the Client reasonably considers that the services of the Carer are unsatisfactory, the Client will notify the Company as set out in clause 6.4.6, and may request that the Company then terminate the Booking and instruct the Carer to leave the Booking immediately.
3. If a Booking is terminated early, the Company may reduce or cancel the Fees for the time worked by that Carer, provided that: (a) the Booking terminates within 4 hours of the Carer's commencing the Booking; and (b) the Client provides to the Company confirmation in writing of the unsuitability of the Carer, including reasonably satisfactory evidence, within 12 hours of the termination of the Booking; otherwise, the Client will be liable to pay for any time worked by the Carer.
4. The Client will notify the Company immediately, and in any event within 2 hours, if the Carer fails to attend work or notifies the Client that the Carer is unable to attend work for any reason.
5. The Company will notify the Client without delay on the same day, or in any event on the next business day, if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Carer supplied to the Client is unsuitable for the Booking, and will terminate the Booking immediately. In such circumstances the Company will pay for the time already worked by the Carer.
6. The Company will instruct each Carer to deliver to the Client, on the termination of a Booking or at any time during it, all documents, equipment, passwords, keys, papers, materials and other property (including any copies) belonging to, or relating to, the business of the Client which may be in the Carer's possession.
7. If the Client breaches any of these Terms and Conditions, the Company may withdraw, without notice, any Carers supplied without incurring any liability to the Client.
Confidentiality
1. Each Party (Receiving Party) will keep the confidential information of the other Party (Supplying Party) confidential and secret, whether disclosed to, or received by, the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purpose of, and for performing, the Receiving Party's obligations under the Agreement. The Receiving Party will inform its officers, employees and agents of the Receiving Party's obligations under the provisions of this clause 9.1, and ensure that the Receiving Party's officers, employees and agents meet the obligations.
2. The obligations of clause 9.1 will not apply to any information which:
  1. was known to, or in the possession of, the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
  2. is, or becomes, publicly available through no fault of the Receiving Party;
  3. is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
  4. was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
  5. is required to be disclosed by order of a court of competent jurisdiction.
3. The obligations set out in this clause will survive termination of the Agreement for a period of 2 years.
Data protection
1. The parties will comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and/or other applicable data protection legislation.
2. The Client will:
  1. provide Carers with information about how their Personal Data will be processed, including: (a) the purpose of the processing and the legal basis for it; (b) if the basis for the processing is the legitimate interests of the Client or the Company, what those legitimate interests are; (c) any recipients of the Personal Data (including the Company); and (d) the period for which the Personal Data are retained (or the criteria used to determine that period);
  2. co-operate fully with the Company in order to enable the Company to comply with its obligations under applicable data protection legislation;
  3. implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data;
  4. immediately upon notification by the Company, take all appropriate action to enable the Company to properly comply with any request from a data subject in relation to access to, and/or rectification or erasure of, Personal Data;
  5. immediately notify the Company of any data breach relating to Personal Data about which the Client becomes aware;
  6. not process and/or transfer, or otherwise directly or indirectly disclose, any Personal Data in or to countries outside the United Kingdom;
  7. immediately provide such evidence of its compliance with the obligations under this clause 10 as the Company may reasonably request; and
  8. not transfer any Personal Data outside the United Kingdom.
Warranties, liability and indemnities
1. While the Company will make reasonable efforts to ensure reasonable standards of skills, integrity and reliability in Carers and to comply with the Work Specification, the Client accepts and agrees that the Company gives no warranty as to the suitability of any Carer for any Booking.
2. Each Party undertakes, warrants and represents that it will comply with the Modern Slavery Act 2015 (MSA 2015): and neither Party nor any of its officers, employees, agents, Affiliates or Subcontractors has committed an offence under MSA 2015 or is aware of any circumstances for itself or within its supply chain that could give rise to an investigation relating to an alleged MSA 2015 offence or prosecution. Any breach of this clause by the Client will be deemed a material breach of the Agreement and will entitle the Company to terminate the Agreement and demand full payment under it.
3. Each Party warrants that, in connection with the performance of the Agreement, it will not make or receive any bribe (which term will be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere. Any breach of this clause by the Client will be deemed a material breach of the Agreement that is not remediable and will entitle the Company to immediately terminate the Agreement and demand full payment under it.
4. Neither the Company nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the introduction or supply of a Carer to the Client or with any failure by the Company to introduce or supply a Carer for all or part of any period booked by the Client (except that in the latter case the Client may be entitled to a reduction or cancellation of the Fee payable), unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of the Company. In particular, but without limitation, the Company will not be liable for any loss, injury, damage, expense or delay arising from, or in any way connected with:
  1. any failure of the Carer to meet the Client's requirements for all or any of the purposes for which the Carer is required by the Client; or
  2. any act or omission of a Carer, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
  3. any loss, injury, damage, expense or delay suffered by a Carer.
5. Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with the Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise will not exceed the Fee(s) paid or due to be paid by the Client to the Company under the Agreement. The Company will not be liable for any matter not reported to it within two business days of its occurrence. The provisions of this clause 11.5 will not apply to clause 11.7.
6. Neither Party will be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 11.6 will not apply to clause 11.7.
7. The Client will indemnify and hold harmless the Company from and against all Claims and Losses arising from loss, damage, liability, injury to the Company, its employees and third parties, by reason of or arising out of: (a) any loss, injury, expense or delay suffered or incurred by a Carer, however caused; and/or (b) any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Carer, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; and (c) any loss, injury or delay suffered or incurred by the Company as a result of any act or omission of the Client; that arises directly or indirectly out of or is in any way connected with the relevant Booking, any information supplied by the Client to the Company or the Client's breach of these Terms and Conditions. 'Claims' will mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and 'Losses' will mean all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.
8. Each of the Parties acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law. Nothing in the Agreement excludes liability for fraud.
Termination of Agreement
1. The Agreement will continue indefinitely until terminated by either party giving the other 90 days' notice. Nothing in the Agreement provides exclusivity to either Party in the provision of Recruitment Services. Nothing in the Agreement obliges the Client to provide any request for Recruitment Services to the Company, or for the Company to fulfil any request to supply Carers for any particular Booking.
2. On termination of the Agreement, the Client will pay for all Recruitment Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Company for the performance of the Recruitment Services prior to the date of termination.
General
1. Force majeure. Neither Party will have any liability under, or be deemed to be in breach of, the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate the Agreement by written notice to the other Party.
2. Entire Agreement. The Agreement contains the whole agreement between the Parties in respect of the Recruitment Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in the Agreement excludes liability for fraud.
3. Waiver. No failure or delay by the Company in exercising any right, power or privilege under the Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided by law.
4. Company, partnership, etc. The Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.
5. Severance. If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of the Agreement.
6. Announcements. No Party will issue or make any public announcement or disclose any information regarding the Agreement without the prior approval of the Other Party, unless disclosing such information is necessary to comply with any applicable law or the regulations of a recognised stock exchange.
7. Interpretation. In the Agreement unless the context otherwise requires:
  1. words importing any gender include every gender;
  2. words importing the singular number include the plural number and vice versa;
  3. words importing persons include firms, companies and corporations and vice versa;
  4. references to numbered clauses and schedules are references to the relevant clause in, or schedule to, the Agreement;
  5. reference in any schedule to the Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
  6. any obligation on any Party not to do, or omit to do, anything is to include an obligation not to allow that thing to be done or omitted to be done;
  7. the headings to the clauses and paragraphs of, and schedules to, the Agreement are not to affect the interpretation;
  8. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
  9. where the word 'including' is used in the Agreement, it will be understood as meaning 'including without limitation' unless expressly stated otherwise.
Notices
1. Any notice to be given under the Agreement must be in writing, signed by or on behalf of the Party giving it and must be sent to:
2. in the case of the Company, to Kate Wilson at kate@tembocare.co.uk; and
3. in the case of the Client, the last postal and/or email address to which the Company has sent correspondence to the Client.
4. Any notice given in accordance with this clause will be deemed to have been received on the business day after it was sent.
Applicable law and jurisdiction
1. The validity, construction and performance of the Agreement is governed by English law and will be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
Third parties
1. For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of the Agreement, the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

Client Terms