Lacorta Resourcing Limited

TERMS AND CONDITIONS OF BUSINESS FOR INTRODUCING STAFF (PERMANENT, CONTRACT AND FIXED TERM PLACEMENTS] TO BE EMPLOYED / DIRECTLY ENGAGED BY THE CLIENT

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions apply to these Terms and Conditions of Business, unless the context dictates otherwise:
“Candidate” means the person introduced by Lacorta Resourcing Limited to the Client for an Engagement including any officer or employee of the Candidate if the Candidate is a limited company, or a member of Lacorta’s own staff.
“Client” means you or your ultimate holding company and all of its subsidiaries, the person, firm, or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to whom the Candidate is introduced.
“CV” means curriculum vitae or resume
“Lacorta” means Lacorta Resourcing Limited (Company Registration No: 06161247), whose registered office is Building 3 North London Business Park, Oakleigh Road South, London, N11 1GN, United Kingdom and trading address is 86-90 Paul Street, 3rd Floor, London, EC2A 4NE, United Kingdom. Registered in England and Wales.
“Engagement” means the engagement, employment or use of the Candidate by the Client or any 3rd party or through any other employment business on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Candidate is an officer, employee, or sub-contractor.
“Introduction” or “Introduced” means the communicating (through whatever medium) of a Candidate’s CV, a long or short list of Candidates and/or details of a Candidate by Lacorta to the Client or any other verbal or written communication between Lacorta and the Client that enables the Candidate to be identified and “Introduction” and “Introduce” shall be construed accordingly, which leads to an Engagement of that Candidate by the Client.
“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of five thousand pounds (£5,000) will be added to the salary in order to calculate Lacorta’s Placement fee.
“Additional Costs” shall for example mean any advertising campaign, additional pre- employment screening requirements or the like for a specific Placement or any other agreed supplementary charges.
“Business” means work performed by Lacorta in relation to permanent or Fixed Term Placements including, Lacorta providing CVs (solicited or unsolicited), Lacorta receiving instructions from the Client for a Placement, long/short listing of Candidates, Introducing a Candidate, Lacorta’s arrangement of or conducting interviews with Candidates or any other act either directly or indirectly relating to the sourcing or supply of a Candidate.
“Fee Schedule” means the page which can be found at https://lacorta.co.uk/costs-and-terms/ or any other document or written (including electronic) confirmation of the fees as agreed between the Parties.
“Fixed Term Placement” means any Candidate Introduced to the Client who is employed or engaged directly by the Client on a fixed term contract.
“Final Communication” means the latest date on which Parties communicated in respect of a Candidate.
“Parties” means collectively Lacorta and the Client and each individually shall be referred to as a “Party”.
“Placement” means a position or role to which a Candidate may be or is appointed on a permanent or Fixed Term basis (including a Fixed Term Placement) with the Client.
“Placement Fees” means the fees due to Lacorta in relation to a specific Placement calculated in accordance with these Terms and Conditions.
“Salary Package” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of five thousand pounds (£5,000) will be added to the salary in order to calculate Lacorta’s Placement fee.
“Subsiduary” shall have the meaning more particularly given in section 1159 of the Companies Act 2006 and the term “Subsidiaries” shall be construed accordingly.

1.2 References to the singular include the plural and references to the masculine include the feminine and vice versa where the context requires it.
1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. THE CONTRACT AND SCOPE OF THIS AGREEMENT

2.1 These Terms constitute the contract between Lacorta and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of a Candidate or the passing of any information about the Candidate to any third party following an Introduction.
2.2 These Terms and Conditions together with any documents referred to within contain the entire agreement between the parties and unless otherwise agreed in writing by a director or manager of Lacorta, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between Lacorta and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply
2.4 These Terms and Conditions shall apply to:
a. any Business proposed or undertaken by Lacorta for the Client; and
b. the employment, engagement or other use by the Client of a Candidate Introduced by Lacorta.
2.5 In the absence of written confirmation, the use by the Client of any CV (or the details therein) provided by Lacorta or the employment or engagement (or any offer of such) in any capacity, of any Candidate Introduced by Lacorta will constitute acceptance by the Client of these Terms and Conditions.

3. THE PLACEMENT

3.1 Lacorta shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client.
3.2 The Client shall provide Lacorta with details of the particular Placement, including the anticipated Salary Package, job description and any other information reasonably necessary to enable Lacorta to assess the suitability of a Candidate for that Placement.
3.3 Insofar as a Candidate or a third party provides details (whether in the form of academic or professional qualifications, professional background, experience or the like) relating to the Candidate, Lacorta provides no warranty or representation as to the accuracy of such information and Lacorta will not be liable to the Client for any loss (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) or damage, nor shall Lacorta bear any responsibility for any Client legal costs and expenses associated with such matters, whether arising directly or indirectly, as a result of such inaccurate or misleading information and the Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct.
3.4 Where the Client has instructed Lacorta to approach a particular Candidate on the Client’s behalf, the Client shall indemnify and keep Lacorta indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by Lacorta as a result of claims made against Lacorta in connection with such instruction provided that Lacorta has complied with its obligation to use reasonable skill and care and has not acted negligently or illegally in such regard.
3.5 Lacorta gives no representation or warranty that any Candidate is or will be willing and/or available to accept any Placement.
3.6 Lacorta will not be liable for any and all losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Candidate’s acts or omissions including their acts or omissions in the performance of their employment (whether on a permanent or Fixed Term Placement basis) with the Client.
3.7 The Client acknowledges that the final decision to employ or engage the Candidate rests with it.
3.8 The Client will make Lacorta aware of any security and/or health and safety requirements which Lacorta’s staff and/or the Candidate must observe whilst at the Client’s premises.
3.9 Unless otherwise notified to the contrary by the Client in writing to Lacorta, the Client hereby provides Lacorta with its consent to use and reproduce the Client’s name, logo and trademarks within advertising for the Placement and for Lacorta’s general promotional literature (whether online or in print) provided always that Lacorta shall not change or otherwise amend the Client’s name, logo or trademark without the Client’s prior written consent. Nothing in this provision shall create any rights of ownership (whether registrable or not) in favour of Lacorta over the intellectual property of the Client.
3.10 Lacorta shall not be responsible for arranging work permits, insurance or other incidental requirements of employment for the Candidate.

4. NOTIFICATION AND FEES

4.1 The Client agrees:
a) to notify the Company immediately of any offer of an Engagement which it makes to the Candidate;
b) to notify the Company immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of Remuneration to the Company;
c) to pay the Company’s Placement fee within fourteen (14) days of the date of invoice.
4.2 Except in the circumstances set out in Clause 12 below or where a Retained Search Fee schedule as per Clause 7 below is agreed with the Client, no fee is incurred by the Client until the Candidate commences the Engagement, when the Company will render an invoice to the Client for its fees.
4.3 The Placement Fees for non-Fixed Term Placements shall be calculated as a percentage of the Salary Package of the Candidate. This percentage shall be agreed between the Parties and confirmed by Lacorta in writing (including by email) or verbally (then confirmed by email). In the absence of such agreement, where a Placement is accepted by the Candidate, a thirty percent (30%) Placement fee shall be payable to Lacorta by the Client for the Introduction of a Candidate who subsequently accepts an Engagement. This Placement fee is calculated by applying the thirty percent (30%) to the Remuneration the Candidate is entitled to earn during the first twelve (12) months of Engagement by the Client. For the avoidance of doubt, where an offer of employment or engagement is accepted by the Candidate but (through no fault of the Candidate) no employment or engagement results, the Placement Fees shall still be due.
4.4 The Placement Fees for Fixed Term Placements shall be calculated against the equivalent annual full time Salary Package pro-rated to the length of the Fixed Term Placement but otherwise calculated in accordance with the provisions of clause 4.3.
4.5 VAT is payable on our fees and is charged at the prevailing rate
4.6 Notwithstanding Clause 4.3 and Clause 12, the minimum fee payable to the Company is six thousand pounds (£6000)
4.7 Lacorta reserves the right to charge interest on invoiced amounts unpaid for more than fourteen (14) days at the rate of eight percent (8%) per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
4.8 Should the Client or any subsidiary or associated company of the Client subsequently re-engage the Candidate within the period of six (6) calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 4.3 above becomes payable, with no entitlement to a rebate or refund outlined in clause 10.
4.9 Where the amount of the actual Remuneration is not known Lacorta will charge a fee calculated in accordance with clause 4.3 on the level of remuneration applicable for the position in which the Candidate has been engaged using any information supplied to Lacorta by the Client and/or comparable positions in the market generally for such positions.

5. ADDITIONAL COSTS

5.1 Any Additional Costs will only be incurred by or with the Client’s approval and charged at rates agreed between the Parties in writing. Such Additional Costs will be payable by the Client, even if the Placement to which such Additional Costs are attributable is not secured.

6. TIME FOR PAYMENT

6.1 Save as provided in clause 7.2, the Client shall pay all Lacorta invoices (including those for Additional Costs) in full, within fourteen (14) days of the date of a Lacorta invoice without any right of set off.
6.2 Except as otherwise agreed in writing between the Parties, all Placement Fees shall be invoiced on the first day of the Client’s employment of the Candidate. Lacorta shall be entitled to invoice any and all additional costs immediately after they have been incurred by Lacorta
6.3 Any invoice related disputes shall be dealt with promptly, in good faith and escalated to the appropriate levels within Lacorta. For the avoidance of doubt, no disputed payment shall permit the Client any right of set off against future invoices or permit the Client to fail to discharge any other Lacorta invoice issued pursuant to these Terms and Conditions.
6.4 Any third party costs and/or expenses (including legal fees and other professional fees) incurred by Lacorta in recovering amounts overdue pursuant to these Terms and Conditions shall be payable by the Client.

7. RETAINED SEARCHES

7.1 Placement Fees for Retained Searches only shall be calculated on the basis of the Salary Package and invoiced to the Client in three stages:
Stage 1: Thirty three percent (33%) of the Placement Fee on Lacorta’s agreement to undertake the Business (based on an estimate of the Salary Package);
Stage 2: Thirty three percent (33%) of the Placement Fee when the short-list of Candidates is presented to the Client by Lacorta or thirty (30) days after Lacorta’s agreement to undertake the Business whichever is the sooner (based on an estimate of the Salary Package); and
Stage 3: The balance (if applicable, adjusted for any variance between the estimated and final Salary Package) on the first day of the Client’s employment of the Candidate.
7.2 Placement Fees for Retained Searches are non-refundable. If the Client withdraws the Placement before the Candidate commences, all three stages of fees specified in clause 7.1 will become payable immediately.
7.3 Where multiple candidates are hired during a retained search, separate placement fees shall be applied for each candidate hire. The stage 3 fee shall apply to the first hire, and all staged fees will apply to subsequent hires
7.4 Where a retained search results in a candidate being hired and the retained search is continued for further candidates to perform the same role, stage 1 and 2 fees will become due to continue the retained search

8.1 For Fixed Term Placements, if:
a. a new fixed term commences within twelve (12) months from the end of the previous fixed term, and/or the original fixed term (or any subsequent fixed term) is extended, a further fee will be calculated in accordance with the provisions of clause 4.4; or
b. the Candidate accepts permanent employment with the Client within twelve (12) months of the end of the last fixed term, a further fee will be calculated in accordance with the provisions of clause 4.5.
8.2 In each circumstance established pursuant to clauses 8.1 a and 8.1 b, the Client must notify Lacorta immediately in writing of the occurrence such circumstance

9. ADDITIONAL CIRCUMSTANCES WHERE PLACEMENT FEES WILL BE DUE

9.1 The Client shall inform Lacorta as soon as reasonably practicable and in any event within seven (7) days of the occurrence of any of the events envisaged pursuant to the provisions of this clause 9.1, and shall pay the Placement Fee that would have been due to Lacorta for a Placement where:
a. although no Placement occurs initially, a Candidate accepts an offer of employment or
engagement with the Client within twelve (12) months of the Final Communication; or
b. irrespective of whether or not a Placement resulted from the Introduction of a Candidate by Lacorta to the Client, the Candidate is Introduced by the Client to a third party within twelve (12) months of the Final Communication and such introduction results in an offer of employment or an assignment, whether made through another recruitment agency, third party or by the Client direct.
9.2 The notification to Lacorta under clause 9.1 shall include details of the start date of the employment and full details of the Salary Package agreed.

10. REPLACEMENT CANDIDATES

10.1 No rebate of Placement Fees shall be made. Should the employment or engagement of a Candidate terminate within a period of six (6) weeks (including the Candidate’s period of contractual notice with the Client) from the Candidate’s employment commencement date with the Placement, Lacorta shall use reasonable endeavours to seek a replacement Candidate on the condition that:
a. the Candidate leaves of their own volition and not due to any redundancy measures, change in job description or change in work conditions;
b. Lacorta’s invoices have been settled in accordance with these Terms and Conditions;
c. the Client has complied with its obligations to the Candidate including its obligations under any relevant law;
d. the request is given exclusively to Lacorta to replace the Candidate;
e. the replacement role is the same as the initial Placement; and
f. Lacorta is informed in writing that the Candidate is no longer to be engaged by the Client within fourteen (14) days of such decision being made.
10.2 Lacorta only offers such replacement for the initial Candidate placed with the Client in whatever capacity. No replacement for the replacement Candidate in whatever capacity shall be provided.
10.3 If the Salary Package of the replacement Candidate increases from that provided to the original Candidate, the invoiced amount will be adjusted accordingly, when the Company will render an invoice to the Client for additional fees due. No rebate of Placement Fees shall be due to the Client where the Salary Package of the replacement Candidate decreases from that provided to the original Candidate.
10.4 The offer of searching for a replacement Candidate (where the circumstances noted in clause 9.1 are satisfied) will be valid for a period of one (1) month from the date of termination of the initial Candidate, after which Lacorta is not obliged to offer such a replacement.
10.5 This clause 10 shall constitute the exclusive remedy for the Client with regards to a Candidate’s engagement terminating in the circumstances set out in clause 10.1.

11. OBLIGATION OF CLIENT TO NOTIFY

11.1 The Client undertakes:
i) to notify Lacorta immediately of any offer of an Engagement which it makes to the Candidate;
ii) to notify Lacorta immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of all Remuneration to Lacorta.
11.2 In the event that the Client fails in its obligations under Clause 11.1 to notify the Company that an Engagement is accepted, Clauses 4 and 10 shall not apply and the Company instead shall be entitled to a Placement Fee of fifty percent (50%) of the Remuneration.

12. CANCELLATION FEE

12.1 If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it, the Client shall be liable to pay Lacorta a fee calculated as the greater of 10% of the Remuneration and £3,500, unless such withdrawal is due to receipt of unacceptable references –references will only be defined as ‘unacceptable’ in agreement with Lacorta, such agreement not to be unreasonably withheld.

13. INTRODUCTIONS

13.1 Introductions of Candidates are confidential. The disclosure by the Client to a third party of any details regarding a Candidate introduced by the Company which results in an Engagement with that third party within six (6) months of the Introduction renders the Client liable to payment of the Company’s fee as set out in clause 4 with no entitlement to any refund.
13.2 A Placement fee calculated in accordance with Clause 4.3 will be charged in relation to any Candidate engaged as a consequence of or resulting from an introduction by or through Lacorta, whether direct or indirect, within six months from the date of Lacorta’s Introduction.
13.3 In the event that any employee of Lacorta with whom the Client has had personal dealings accepts an Engagement with the Client within 12 months leaving the Companies service, the Client shall be liable to pay to Lacorta liquidated damages of twelve thousand five hundred pounds (£12,500) or fifty percent (50%) of their first year’s Remuneration whichever is the higher sum. For the purposes of this clause the term “Client” shall include any third party to whom details of the employee are passed by the Client and which results in an Engagement by that third party.

14. SUITABILITY & REFERENCES

14.1 Lacorta endeavours to ensure the identity and suitability of any Candidate introduced to the Client and that the Candidate is willing to work in the position that the Client seeks to fill.
14.2 At the same time as proposing a Candidate to the Client Lacorta shall inform the Client of such matters in Clause 15.1 as they have obtained confirmation of.
14.3 Lacorta endeavours to take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position which the Client seeks to fill.
14.4 Lacorta endeavours to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.
14.5 Notwithstanding clauses 14.1, 14.2, 14.3, and 14.4 above the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or Lacorta before engaging such Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.
14.6 To enable Lacorta to comply with its obligations under clauses 14.1, 14.2, 14.3, and 14.4 above the Client undertakes to provide to Lacorta details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition the Client shall provide details of the date the Client requires the Candidate to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.

15. SPECIAL SITUATIONS

15.1 Where the Candidate is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, Lacorta will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Candidate, two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Candidate is suitable for the position. If Lacorta is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.

16. LIABILITY

16.1 Lacorta shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with Lacorta seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of Lacorta to introduce any Candidate. For the avoidance of doubt, Lacorta does not exclude liability for death or personal injury arising from its own negligence.

17. CONFIDENTIALITY, DATA PROTECTION AND GENERAL INFORMATION

17.1 The Client will only use and process information provided by Lacorta on Applicants for recruitment purposes and in accordance with Data Protection Act 2018 (DPA 2018), which superseded the Data Protection 1998 (DPA 1998). DPA 2018 adheres to The General Data Protection Regulation (GDPR) (Regulation [EU] 2016/679). Please refer to our full Privacy Policy by visiting https://lacorta.co.uk/privacy/ . To improve the service provided and for training purposes, Lacorta may monitor or record communications (for example, by telephone and e-mail).
17.2 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Candidate provided to the Client by Lacorta shall remain the confidential information of Lacorta.
17.3 Both Parties shall comply with its obligations in respect of the privacy of data as more particularly set out in the Data Protection Act 1998 and the Privacy and Electronic Communications Regulations 2003. The Client shall indemnify Lacorta against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by Lacorta arising out of or in connection with any third party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client or its Subsidiaries, or the employees, directors, agents or contractors of each
17.4 For the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 Lacorta is acting as an Employment Agency.
17.5 The invalidity or unenforceability for any reason of any provision or part of these Terms shall not prejudice or affect the validity or enforceability of any other provision or part of these Terms.

18. LAW AND JURISDICTION

18.1 Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales. Lacorta Resourcing Limited Legal Information:- Lacorta Resourcing Limited Company Registration No: 06161247. Registered in England and Wales. VAT Registration Number: 919 3507 12. Registered Address: Lacorta Resourcing Limited, Building 3 North London Business Park, Oakleigh Road South, London, N11 1GN, United Kingdom. Trading Address: Lacorta Resourcing Limited, 86-90 Paul Street, 3rd Floor, London, EC2A 4NE, United Kingdom.
18.2 These Terms and Conditions shall be governed by and construed in accordance with the laws of England

19. GENERAL

19.1 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited.
19.2 Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Placement shall be limited to one hundred and twenty percent (120%) of the Placement Fees which are payable.
19.3 The Client will not during the course of Lacorta’s engagement and for a period of twelve (12) months thereafter (either on its own account or for any other individual or organisation), directly or indirectly induce, entice or solicit away or try to induce, entice or solicit away from Lacorta any individual who is an employee, director or consultant of Lacorta. If the Client employs or engages any person in breach of this provision, the Client shall pay to Lacorta on demand the sum equivalent to £12,500 or fifty percent (50%) of their first year’s Remuneration, whichever is the higher sum. The Parties agree that this is a genuine pre-estimate of loss.
19.4 If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other provisions of these Terms and Conditions.
19.5 If a Party is prevented in the performance of its obligations under this Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions.
19.6 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of Lacorta, by a director of Lacorta.
19.7 Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.
19.8 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions.
19.9 Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of Lacorta