ApplyRight Service Agreement
Introduction
This Service Agreement ("Agreement") is made between ApplyRight, a service owned and operated by Whitecollars Consultancy Ltd, a company registered in England and Wales with company number 11478911 and registered office at 20-22 Wenlock Road, London N1 7GU, United Kingdom (the "Company"), and the Client identified in the accompanying Service Order Form (the "Client").
This Agreement sets out the terms and conditions under which the Company provides career counselling and job search services to the Client.
Part A: Service Agreement
1. Description of Services
1.1 The Company agrees to perform the Services described on the website www.applyright.net, which are incorporated into this Agreement by reference. The Services are outlined in the Service Description Document provided to the Client at the time of purchase.
1.2 The Client has requested comprehensive job search support from the Company, as described on the service pages of www.applyright.net. These services are delivered end to end and led by a dedicated career consultant.
1.3 Services, functions and deliverables are provided under the Package chosen by the Client from those available on www.applyright.net.
1.4 The Services include CV writing, LinkedIn profile optimisation, job application management, direct employer outreach (Premium package only), interview preparation through mock interview sessions (Pro and Premium packages), and access to the ApplyRight app to follow each application and the progress of every service, all delivered under the direction of a dedicated career consultant. Full service descriptions, package inclusions and limitations are available at www.applyright.net.
1.5 The Client agrees to provide all information, documents and materials required for the Services within fourteen (14) Business Days of the Company's request. If the Client does not do so within this time, the Service may be cancelled without refund. The Company will make reasonable efforts to contact the Client before any cancellation, in accordance with clause 6 of the Terms and Conditions of Service.
2. Payment Terms
2.1 Packages: The Company offers several service packages, each with a defined engagement period. Descriptions, prices and durations are published at www.applyright.net.
2.2 Payment Methods and Security: The Client can pay through secure online payment gateways, including debit and credit cards, Apple Pay, PayPal and Stripe. All transactions are encrypted and processed to recognised security standards. The Client is responsible for making sure that the payment information submitted is current, accurate and complete.
2.3 Payment Due Date: Full payment is due at the time of purchase. The Company will not begin the Services until payment has been processed successfully. Partial payments are not accepted unless agreed in writing. If a payment fails or is delayed, the Company may suspend or cancel the Services without liability. Payment issues unresolved after seven (7) Business Days may lead to cancellation of the Services without further notice.
2.4 Currency: All fees are charged in United States Dollars (USD) unless stated otherwise at the point of purchase. The Client is responsible for any conversion fees or international transaction charges.
2.5 Refund Acknowledgement: By paying, the Client acknowledges that ApplyRight's services are customised and time-intensive, and are generally non-refundable, subject to the exceptions set out in clause 6 (Cancellation and Refund) of the Terms and Conditions of Service.
Part B: Terms and Conditions of Service
Introduction
We believe that the best work comes from good relationships built on honesty, respect and gratitude. These values guide how we work with every client. Legal documents are essential, but our shared goal is excellent work with excellent people.
Please read these Terms and Conditions carefully. They form a legally binding agreement between you and Whitecollars Consultancy Ltd, the provider of ApplyRight services. If you have any questions, email us at info@applyright.net. By ordering our services, you agree to these Terms and Conditions.
Background
A. The Company is a job search support provider offering job seekers CV writing, LinkedIn profile optimisation, job application management, direct employer outreach (Premium package only) and interview preparation (Pro and Premium packages).
B. The Client wishes to appoint the Company to provide these Services, and the Company has agreed to do so.
C. The Parties agree that the Company shall supply the Services to the Client on the terms set out in this Agreement.
The Parties agree as follows:
1. Definitions and Interpretation
1.1 In this Agreement:
Affiliate: means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Agreement or Terms and Conditions Document: means the main body of these Terms and Conditions of Service together with the Service Description Document, as amended from time to time.
ApplyRight App: means the ApplyRight client app available at portal.applyright.net and in the Apple App Store and Google Play, through which the Client follows the Services, communicates with the Company and books meetings.
Bribery Laws: means the Bribery Act 2010 and all applicable anti-corruption laws.
Business Day: means any day from Sunday to Thursday, other than a public holiday observed by the Company. The Company's working hours and public holidays are shown in the ApplyRight App.
Commencement Date: means the date the Services commence, as set out in the Client's purchased package.
Completion: has the meaning given in clause 5, and Complete, Completed and similar expressions shall be read accordingly.
Confidential Information: has the meaning given in clause 16.
Company: means ApplyRight, a service provided by Whitecollars Consultancy Ltd, incorporated in England and Wales (company number 11478911), with registered office at 20-22 Wenlock Road, London N1 7GU, United Kingdom.
Client: means the individual who has agreed to purchase the Services from the Company, as detailed in the order summary.
Client Materials: means any materials provided by the Client for use in the delivery of the Services.
Data Protection Laws: means the UK General Data Protection Regulation, the Data Protection Act 2018 and related legislation.
Deliverables: means all outputs produced by the Company in the performance of the Services.
Fees: means the fees payable for the Services, as defined in clause 8.
Good Industry Practice: means the standard of diligence, care and professionalism expected from a skilled provider of similar services.
Intellectual Property Rights: means copyright and related rights, patents, rights in inventions, rights in Confidential Information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature, in each case whether registered or not, including applications, renewals and extensions, and wherever existing.
Law: means all applicable statutes, regulations, case law, industry codes and binding orders.
Party: means either the Company or the Client, and Parties means both of them.
Services: means the services listed in the Service Description Document and confirmed during the checkout process.
Service Description Document: means the description of services provided to the Client on purchase, detailing inclusions and the engagement period.
Specification: means the scope of services to be provided under the Client's selected package.
Company Personnel: means all employees, contractors and agents engaged in delivering the Services.
Term: has the meaning given in clause 2.
VAT: means value added tax or any equivalent tax as defined by the laws of the Client's country or other applicable jurisdiction.
1.2 In this Agreement:
1.2.1 a reference to a party includes that party's personal representatives, successors and permitted assigns;
1.2.2 a reference to a person includes a natural person and any corporate or unincorporated body, whether or not it has separate legal personality;
1.2.3 words in the singular include the plural and the other way round;
1.2.4 a reference to a gender includes all genders;
1.2.5 a reference to writing or written includes email and other legible, non-transitory forms, including messages sent through the ApplyRight App;
1.2.6 words following "including", "include" or similar expressions are illustrative and do not limit the words before them;
1.2.7 headings are for convenience only and do not affect interpretation; and
1.2.8 a reference to legislation includes all updates, amendments or re-enactments, unless such changes increase a party's liability.
2. Commencement and Term
2.1 This Agreement commences when the Client accepts these Terms and Conditions during the online checkout process and submits full payment. It remains in force until the Services have been delivered in accordance with the purchased package and engagement period, unless terminated earlier under clause 6, clause 18 or clause 21.
3. Client Obligations
3.1 During the Term, the Company agrees to supply, and the Client agrees to purchase, the Services on the terms set out in this Agreement and on the website.
3.2 The Client shall:
3.2.1 provide all required materials, documents and information within fourteen (14) Business Days of request;
3.2.2 respond promptly to all communications from the Company;
3.2.3 pay the agreed Fees in accordance with clauses 8 and 9;
3.2.4 cooperate in good faith with the Company to enable effective delivery of the Services;
3.2.5 ensure that all information provided is truthful, accurate and not misleading; and
3.2.6 refrain from any act or omission that would materially hinder the Company's ability to perform the Services.
4. Services
4.1 Engagement Period: The Services under each package are available for a fixed engagement period, starting from the purchase date:
- Essential Package: 8 weeks
- Pro Package: 12 weeks
- Premium Package: 16 weeks
All deliverables, revisions, sessions and strategic support must be requested and completed within the engagement period. Requests made after the engagement period will not be fulfilled unless the Client purchases an extension or a new package.
4.2 Recording of Meetings: The Company may record meetings, including mock interviews, for quality assurance. Clients will be told in advance and may opt out within 24 hours after the meeting. Where a Client opts out, the Client agrees not to challenge the quality of the Service on the sole ground that no recording exists. All recordings are handled confidentially in accordance with Data Protection Laws.
4.3 CV Writing Service (all packages):
4.3.1 The Company will write and optimise the Client's CV to align with the Client's job goals and career stage.
4.3.2 The Client must submit all required information, including their most recent CV, within fourteen (14) Business Days of request.
4.3.3 The Company will deliver the first draft within five (5) Business Days of receiving all necessary information.
4.3.4 Revisions must be requested within the engagement period. There is no limit on the number of revision rounds, provided all requests are made before the engagement period ends.
4.3.5 If no revisions are requested within five (5) Business Days of delivery, the CV will be deemed accepted.
4.4 LinkedIn Optimisation Service (all packages):
4.4.1 The Company will optimise the Client's LinkedIn profile to improve its visibility and its alignment with recruiters' search criteria.
4.4.2 Optimisation includes revisions to the headline, summary and experience sections.
4.4.3 The Client may either share login access or receive written recommendations to implement themselves.
4.4.4 First drafts will be delivered within five (5) Business Days of receiving all required inputs.
4.4.5 If no feedback is provided within five (5) Business Days, the service will be considered complete.
4.5 Job Application Service (all packages):
4.5.1 The Company will manage job applications on the Client's behalf throughout the engagement period.
4.5.2 The number of applications depends on the availability of suitable roles and on market conditions.
4.5.3 Applications will mainly be submitted through job boards and platforms suited to the Client's preferences and experience.
4.5.4 The Client must provide accurate and complete information, including job preferences, experience and career goals, through the job search brief in the ApplyRight App.
4.5.5 The Client will have access to the ApplyRight App, which shows each job application submitted by the Company, including job title, company, location, date of application and application status, together with the progress of the other Services, delivered documents and a chat with the Client's consultant. Use of the ApplyRight App is subject to the ApplyRight Terms of Use and Privacy Policy published at portal.applyright.net.
4.5.6 Changes to strategy or targeting must be requested within the engagement period.
4.5.7 The Company does not guarantee job interviews or job offers.
4.6 Direct Employer Outreach Service (Premium package only):
4.6.1 The Company will contact selected employers or decision-makers directly on the Client's behalf to increase the Client's visibility and access to unadvertised opportunities.
4.6.2 This service is available only under the Premium package.
4.6.3 Outreach targets are selected according to their fit with the Client's goals, industry and profile.
4.6.4 All outreach is carried out professionally and in accordance with data protection and anti-spam regulations.
4.6.5 The Company does not guarantee responses or job interviews from the employers contacted.
4.7 Interview Preparation (Pro and Premium packages):
4.7.1 The Company will conduct mock interview sessions and give feedback to support the Client's interview performance. The number of sessions included in each package is:
- Essential Package: not included
- Pro Package: 2 sessions
- Premium Package: 3 sessions
4.7.2 Each session lasts 45 minutes and includes constructive feedback.
4.7.3 The Client may use sessions proactively, to practise for expected opportunities, or reactively, to prepare for an interview secured during the engagement period.
4.7.4 Sessions are booked in the ApplyRight App according to the consultant's availability. The Client must provide the relevant job description when booking a session for a specific interview.
4.7.5 Rescheduling must be requested with at least 24 hours' notice.
4.8 The content of the Service is as stated in the Service Description Document. Any requirement of the Client that goes beyond that content will be subject to a fee agreed by the Parties.
4.9 Where the Services include applying for jobs on the Client's behalf, the Client expressly authorises the Company to act as the Client's agent for the purpose of job applications, and to do everything legally needed to submit them.
4.10 The Services are fixed to the Term stated in the Service Description Document. A failure by the Client to respond does not extend the Term, subject to the Company's rights under clause 6.
4.11 The Services are provided on Business Days unless the Service Description Document states otherwise. The Company has no obligation to provide Services on Fridays, Saturdays or public holidays observed by the Company.
4.12 The Company shall perform the Services with all reasonable skill, care and diligence.
4.13 The Company does not warrant or represent that the Services will be free from errors.
4.14 The Parties acknowledge and agree that:
4.14.1 this Agreement relates to career counselling services, and the Company cannot guarantee that the Client will secure interviews with prospective employers or be employed;
4.14.2 the Services and Deliverables are provided as is and without any express or implied warranties, representations or undertakings; and
4.14.3 the outcome of the Services is uncertain and, despite the Company's efforts, the Company may not secure an interview or employment for the Client. The Company shall not be liable to, or required to indemnify, the Client for failure to achieve projected results, provided that the failure is not due to the Company's negligence or its failure to follow Good Industry Practice.
5. Delivery and Completion
5.1 On receipt of payment, the Company shall deliver all applicable Deliverables to the Client.
5.2 The Services shall be deemed completed in full and in accordance with this Agreement (Completion) on delivery of the Services.
5.3 The Company shall not be liable for any delay or failure in Completion caused by:
5.3.1 the Client's failure to make the Client Materials or requested information available in good time;
5.3.2 the Client's failure to give the Company adequate instructions for the performance of the Services;
5.3.3 the Client's failure to comply with clause 3.2; or
5.3.4 Force Majeure.
6. Cancellation and Refund
6.1 Non-Refundable Fees: Fees for the Services are generally non-refundable. By purchasing the Services, the Client agrees that the Services begin immediately and are not subject to a cooling-off period. For the avoidance of doubt, the Fees are non-refundable once payment has been made and the service terms have been accepted online.
6.2 Non-Responsiveness: If the Company is prevented from or delayed in performing the Services because the Client has not responded to correspondence within fourteen (14) Business Days of a request, the Company may terminate this Agreement. Non-responsiveness includes:
6.2.1 failure to respond to requests for information or clarification;
6.2.2 failure to provide necessary documents within the agreed timeframe; and
6.2.3 repeated failure to attend scheduled meetings or calls after several attempts to reschedule.
In such cases, the Client shall not be entitled to a refund.
6.3 Non-Cooperation: If the Company determines that the Client is responding but not cooperating adequately, including by:
6.3.1 failing to provide accurate and complete information as requested;
6.3.2 consistently missing deadlines for submitting required documents;
6.3.3 refusing to take part in scheduled calls or meetings after several attempts to reschedule; or
6.3.4 disregarding agreed strategies or advice without reasonable explanation,
the Company may terminate this Agreement. In such cases, the Client shall not be entitled to a refund.
6.4 Right to Terminate: The Company may terminate this Agreement at its sole discretion. In such cases, the Company may refund the amount paid by the Client. Decisions on termination and refunds are made case by case.
6.5 Exceptional Refund Cases: Refunds may be granted at the Company's sole discretion and only in exceptional cases, which may include:
6.5.1 proven errors in service delivery;
6.5.2 failure to meet agreed specifications;
6.5.3 services not delivered because of unforeseen circumstances; and
6.5.4 any other circumstances the Company considers valid.
A Client requesting a refund in exceptional circumstances must submit a written request explaining the reasons. The Company will consider each request on its merits.
6.6 Other Refund Cases: Where significant progress has been made on the Services but they could not be completed because of unforeseen circumstances, the Company may consider a partial refund in proportion to the work completed, at the Company's discretion.
6.7 Account Deletion: A request to delete the Client's ApplyRight App account does not cancel the Services or entitle the Client to a refund.
7. Warranty
7.1 The Client warrants that:
7.1.1 the Client has the right, power and authority to enter into this Agreement and to grant the Company the rights (if any) contemplated in it; and
7.1.2 the Client Materials and all other information, documents and materials provided by the Client under this Agreement are not false or fraudulently obtained and do not infringe the Intellectual Property Rights of any third party.
7.2 The Company warrants that the Services shall be performed:
7.2.1 in accordance with Good Industry Practice;
7.2.2 by suitably qualified and competent Company Personnel exercising all reasonable skill, care and diligence; and
7.2.3 in accordance with all statutory requirements and regulations applicable to the Services.
7.3 The Company shall not be liable for any failure of the Services or Deliverables to comply with clause 7.2 where the failure arises, directly or indirectly and in whole or in part, from:
7.3.1 a breach by the Client of any of its obligations under this Agreement;
7.3.2 an event of Force Majeure;
7.3.3 a specification or requirement of the Client; or
7.3.4 the use of the Client Materials.
7.4 Except as set out in this clause 7, the Company gives no warranty and makes no representation in relation to the Services.
8. Fees
8.1 The Fees for the Services are set out in the Service Description Document and in the price plans published at www.applyright.net.
8.2 All amounts due under this Agreement are inclusive of VAT, sales or other applicable tax, which shall be paid by the Client at the rate and in the manner prescribed by law.
8.3 The Client shall pay any applicable VAT (or equivalent sales tax) to the Company on receipt of a valid VAT invoice.
9. Payment and Invoicing
9.1 The Company shall issue its invoice for the Fees on the date this Agreement is accepted or, where the Client requests additional services, on the date those additional services begin as agreed by the Parties.
9.2 The Client shall pay all invoices in full, in cleared funds, at the time of purchase on the website, and through the payment method or channel nominated by the Company on www.applyright.net.
9.3 The Company is not obliged to begin the Services before receiving the Fees in full and in cleared funds.
10. Working with Partners and Contractors
10.1 The Company may engage subcontractors, consultants or other third parties (Partners) to perform certain obligations or provide specific services under this Agreement. The Company remains fully responsible for the performance of its Partners and shall ensure that they comply with this Agreement.
10.2 Agreements between the Company and its Partners do not create any rights, obligations or liabilities between the Client and those Partners. The Client has no direct contractual relationship with the Partners, and any disputes about services provided by Partners shall be resolved solely between the Company and the Partners.
10.3 The Company shall ensure that its agreements with Partners include provisions protecting confidentiality, Intellectual Property Rights and any other matters needed to safeguard the Client's interests.
10.4 The engagement of Partners does not relieve the Company of its obligations under this Agreement. The Company remains fully liable for the acts, omissions and performance of its Partners in relation to the Services.
11. Non-Solicitation
11.1 To protect the legitimate business interests of each Party, during the Term and for one year afterwards (the Restricted Period), the Client shall not, directly or indirectly, whether through an Affiliate, an agent or otherwise, and whether for its own benefit or that of any other person:
11.1.1 solicit, entice or induce, or try to solicit, entice or induce, any employee, contractor or supplier of the Company (a Restricted Person) with a view to employing or engaging that Restricted Person; or
11.1.2 employ or engage, or offer to employ or engage, a Restricted Person, without the Company's prior written consent.
12. Anti-Corruption and Anti-Bribery
12.1 Each Party undertakes that, in performing this Agreement, it will not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010. A breach of this undertaking is a material breach of this Agreement.
12.2 The undertakings in clause 12.1 are given by each Party to the other and apply to actions carried out by each Party in any capacity, directly or indirectly, on its own behalf, on behalf of any other person or jointly with any other person.
13. Intellectual Property Rights
13.1 On payment of the Fees, the Company grants the Client a non-exclusive, non-assignable and non-sublicensable licence under the Company's Intellectual Property Rights to use the materials produced by the Company specifically for the Client. This licence is limited to the Client's personal, non-commercial use.
13.2 Except as set out in clause 13.1, no Intellectual Property Rights of either Party are transferred or licensed under this Agreement.
14. Processing of Personal Data
14.1 The Company shall comply with its obligations under the UK General Data Protection Regulation, the Data Protection Act 2018 and any other applicable Data Protection Laws.
14.2 The Company processes the Client's personal data as described in the ApplyRight Privacy Policy published at portal.applyright.net/privacy (for the ApplyRight App and the Services) and on www.applyright.net (for the website).
15. Indemnity
15.1 Each Party shall indemnify and hold harmless the other Party against all liabilities, claims, fines, demands, damages, losses and expenses (including legal and other professional fees), interest and penalties incurred by the indemnified Party as a result of any action, demand or claim that the proper use or possession of materials provided by the indemnifying Party infringes the Intellectual Property Rights of a third party.
16. Confidential Information
16.1 The Services are confidential. All work undertaken by the Company for the Client is for the Client's private and confidential use only and must not be reproduced in whole or in part, or relied on by third parties for any purpose, without the Company's express written authority.
16.2 Each Party (the Receiving Party) shall keep the confidential information of the other Party (the Supplying Party) confidential and secret. The Receiving Party shall use that information only to perform its obligations under this Agreement, and shall ensure that its officers, employees and agents are aware of and comply with these obligations.
16.3 The obligations in this clause do not apply to information that:
16.3.1 was known to or in the possession of the Receiving Party before the Supplying Party provided it;
16.3.2 is or becomes publicly available through no fault of the Receiving Party;
16.3.3 is provided to the Receiving Party without restriction by a third party who did not breach any confidentiality obligation in doing so;
16.3.4 was developed by or for the Receiving Party by a person with no access to or knowledge of the Supplying Party's confidential information; or
16.3.5 must be disclosed by order of a court of competent jurisdiction.
16.4 This clause shall remain in force without limit of time.
16.5 Data Protection Compliance: Where Confidential Information is also personal data, it shall be handled in strict compliance with Data Protection Laws and clause 14. If this clause conflicts with clause 14, clause 14 prevails.
17. Dispute Resolution
17.1 If any dispute, claim or controversy arises out of or in connection with this Agreement, including its breach, termination, enforcement, interpretation or validity (a Dispute), the Parties shall first try to resolve it through good-faith negotiation, beginning when one Party gives the other written notice of the Dispute.
17.2 If the Dispute is not resolved within thirty (30) days of the start of negotiations, the Parties agree to submit it to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London under its Mediation Rules. The Parties shall take part in good faith and share the costs of mediation equally.
17.3 If the Dispute is not resolved within sixty (60) days of its submission to mediation, either Party may begin binding arbitration in Dubai, United Arab Emirates, under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), which are incorporated into this clause by reference. The tribunal shall consist of a sole arbitrator, the language of the arbitration shall be English, and the award shall be final and binding.
17.4 Each Party may seek injunctive or equitable relief from any court of competent jurisdiction to prevent actual or threatened infringement of its Intellectual Property Rights.
17.5 Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each Party waives any objection to such proceedings on the grounds of venue or inconvenient forum.
17.6 A Dispute must be brought within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to it, failing which the claim is permanently barred.
17.7 All negotiations, mediation and arbitration, and any documents or information disclosed during them, are confidential, except as required by law or to enforce or challenge an arbitration award.
18. Termination
18.1 This Agreement terminates automatically when the Term expires.
18.2 The Company may terminate this Agreement at any time by giving two (2) days' written notice in exercise of its rights under clause 6.
18.3 On termination of this Agreement for any reason:
18.3.1 the Client shall immediately pay any outstanding invoices to the Company;
18.3.2 the Company shall promptly invoice the Client for any additional Services performed and Deliverables supplied but not yet invoiced, and those invoices are payable immediately on receipt; and
18.3.3 the accrued rights and liabilities of the Parties, including rights in relation to breaches of contract, are not affected.
18.4 Termination or expiry of this Agreement for any reason does not affect any provision that expressly or by implication survives termination or expiry.
19. Entire Agreement
19.1 This Agreement and any documents entered into under it constitute the entire agreement between the Parties and supersede all previous agreements, understandings and arrangements between them, whether written or oral, relating to its subject matter.
19.2 Each Party acknowledges that it has not relied on any representation or warranty that is not expressly set out in this Agreement, and shall have no remedy in respect of any such representation or warranty, except in the case of fraudulent misrepresentation. No Party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.
19.3 Nothing in this Agreement limits or excludes any liability for fraud.
20. Notices
20.1 Any notice given under this Agreement shall be in writing and in English, signed by or on behalf of the Party giving it (except for notices sent by email), and sent to the relevant Party at the contact details agreed between the Parties.
20.2 Notices are deemed received:
20.2.1 by email: one Business Day after sending to the correct address (for the Company, info@applyright.net);
20.2.2 by hand: on signature at the time of delivery;
20.2.3 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; and
20.2.4 by Royal Mail International Tracked and Signed or International Signed post: at 9.00 am on the fourth Business Day after posting.
20.3 Notices shall be sent to the contact details provided during the purchase process, or as later updated and agreed by both Parties.
20.4 A Party shall notify the other by email of any change to its contact details. The change takes effect from the date the receiving Party acknowledges it, or two (2) Business Days after the notice is deemed received, whichever is earlier.
20.5 All references to time are to local time at the place of deemed receipt.
20.6 Given the online nature of the Services, email is the preferred means of communication. This clause does not apply to the service of documents in legal proceedings.
21. Force Majeure
21.1 Neither Party shall be liable for any failure to perform this Agreement caused by events beyond its reasonable control, including acts of government, terrorism, natural disasters, pandemics, fire, storm, flood, earthquake, accidents and prolonged energy shortages. In such cases, the time for performance is extended by the period reasonably necessary. If the delay continues for more than thirty (30) days, either Party may terminate this Agreement immediately by written notice, and:
21.1.1 the Company shall refund any fees paid for services not yet provided at the date of termination;
21.1.2 for services provided before termination, the Company shall keep fees in proportion to the work completed and refund the remainder; and
21.1.3 where significant progress has been made but not completed, the Parties may agree a partial refund or credit based on the services provided.
22. Further Assurance
22.1 Each Party shall, at the request and cost of the other Party, do all acts and sign all documents necessary to give full effect to this Agreement.
23. Variation
23.1 No variation of this Agreement is valid unless it is in writing, refers to this Agreement and is signed or executed by or on behalf of each Party.
24. Assignment
24.1 The Company may at any time assign, subcontract, transfer, charge or otherwise deal with any or all of its rights under this Agreement, provided that it gives the Client prior written notice.
24.2 The Client shall not assign, subcontract, transfer, charge or otherwise deal with any of its rights under this Agreement, in whole or in part, without the Company's prior written consent.
25. No Partnership or Agency
25.1 The Parties are independent and are not partners, principal and agent, or employer and employee, and this Agreement does not create any joint venture, trust, fiduciary or other relationship between them beyond the contractual relationship it expressly provides for. Except as set out in clause 4.9, neither Party has, or shall represent that it has, authority to make commitments on the other's behalf.
26. Severance
26.1 If any provision of this Agreement, or part of a provision, is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of the rest of this Agreement are not affected.
26.2 If a provision would be legal, valid and enforceable with some part deleted or modified, it shall apply with the minimum deletion or modification needed. The Parties shall then negotiate in good faith to agree an acceptable replacement provision.
27. Waiver
27.1 No failure, delay or omission by either Party in exercising any right, power or remedy under this Agreement or by law operates as a waiver of it, or prevents its later exercise. No single or partial exercise of a right, power or remedy prevents any further exercise of it or of any other right, power or remedy.
28. Compliance with Law
28.1 Each Party shall comply with applicable Law and maintain all licences, authorisations, permits and approvals required to perform its obligations under this Agreement.
29. Conflicts within the Agreement
29.1 If there is any conflict or inconsistency between parts of this Agreement, the following order of priority applies: first, the main body of these Terms and Conditions; second, the Service Description Document and any other schedules.
29.2 Subject to clause 29.1, later versions of documents prevail over earlier versions.
29.3 The ApplyRight Terms of Use govern the use of the ApplyRight App. If they conflict with this Agreement in relation to the Services, this Agreement prevails.
30. Third Party Rights
30.1 Except as set out in clause 30.2, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
30.2 The Affiliates of the Company may enforce the provisions of this Agreement.
31. Governing Law and Jurisdiction
31.1 This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England and Wales.
31.2 Subject to clause 17, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims).
31.3 For international Clients, the Parties may agree in writing, before any dispute arises, to submit disputes to the jurisdiction of another country or region.
32. Electronic Signature and Acceptance
32.1 By purchasing any services or packages on the website, the Client agrees to this Agreement. Clicking "I Agree" or a similar acceptance button during checkout is a valid electronic signature binding the Client to this Agreement, and no further formal signature is required. Where particular services require additional consent, the Client will be told and that consent will be obtained.