Terms of Use
Copay – Subcontractor Services Agreement
For ease of reference, this Agreement uses the term “Participant” to refer to any entity using the Copay Platform to access early payment services, whether acting as a subcontractor, supplier, consultant, or otherwise.
This Subcontractor Services Agreement ("Agreement") is a legal agreement between you, as an authorised representative (the "Authorised Representative" or "you") of the subcontracting entity you identified during the Site registration process (the "Participant") and COPAY TECHNOLOGIES LTD, a company incorporated and registered in England and Wales with company number 14807121 ("Copay").
Please read the terms and conditions of this Agreement carefully before registering for, accessing or using the Services.
By registering as a user of the Services, you represent and warrant that you:
are accessing and using the Services as an authorised representative and on behalf of the Participant;
have the authority to enter into and legally bind the Participant to this Agreement on behalf of the Participant; and
the information you provided identifying yourself and the Participant (in the tables above) are correct and without error.
The terms and conditions of this Agreement may be updated from time to time by Copay on prior notice by publication on the Site or via email. Any continued use of the Copay Platform or the Services by the Participant or their Authorised Users after the notice becomes effective constitutes the Participant's acceptance of the updated Agreement.
1. Definitions and Interpretation
1.1 In addition to the terms defined above, the following definitions apply in this Agreement.
Affiliate | with respect to a Party, any company or other entity that is (i) its subsidiary (as defined in section 1159 of the Companies Act 2006); or (ii) its holding company (as defined in section 1159 of the Companies Act 2006); or (iii) a subsidiary of its holding company. |
Authorised User | a user who is authorised by the Participant to access and use the Services on behalf of the Participant. |
Background Intellectual Property Rights | all Intellectual Property Rights that belong to or are licensed to a Party prior to the execution of this Agreement and/or that are generated or acquired after the execution of this Agreement. |
Business Day | a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. |
Confidential Information | is (i) all information which is disclosed by one Party to the other, whether before or after the date of this Agreement, which is designated in writing as confidential or would appear to a reasonable person to be confidential and which relates to a Party's (or any member of that Party's Affiliates) business, including its products, operations, processes, plans or intentions, developments, trade secrets, recipes, know how, design rights, market opportunities, personnel, suppliers and customers of the Party disclosing it; and (ii) all information derived from any of the above together with any negotiations (if any) relating to this Agreement. Confidential Information does not include Operational Statistics, and information, data or know-how which: (i) is in the public domain at the time of the disclosure or becomes available to the public thereafter without restriction, and not as a result of the act or omission of the receiving Party; (ii) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure; (iii) is lawfully in the possession of the receiving Party at the time of the disclosure; (iv) is approved for release by written authorisation of the disclosing Party; or (v) is developed independently and separately by the receiving Party without use of the disclosing Party’s Confidential Information. |
Content | any data, information or materials provided to Copay by or relating to the Participant for use with the Services. |
Copay Platform | the online service platform at the Site operated by Copay, provided to deliver the Services. |
Force Majeure | events or conditions beyond a Party’s reasonable control, including, without limitation, acts of common enemy, earthquakes, floods, fires, epidemics, terrorist attacks, embargoes, labour strike, fire, pandemic, governmental acts or orders or restrictions, acts of God, lack of internet availability, inability to secure products or services from third parties, failure of a utility service, telecommunications network or the internet; war, riot, civil commotion; power outages and malicious hacking or malware. |
Information | any technical, or business information in written, graphical, oral, or other tangible or intangible forms, including but not limited to specifications, drawings, tools, samples, reports, compilations, records, data, computer programs, drawings, models, and secrets. |
Intellectual Property Rights | means (i) patents, utility models, supplementary protection certificates, petty patents, rights in trade secrets and other confidential or undisclosed information (such as inventions (whether patentable or not) or know-how), registered designs, rights in copyright (including authors' and neighbouring or related "moral rights"), database rights, design rights, trade marks and service marks; (ii) all registrations or applications to register any of the items referred to in paragraph (i); and (iii) all rights in the nature of any of the items referred to in paragraphs (i) or (ii) including continuations, continuations in part and divisional applications, reputation, personality or image, trade names, business names, brand names, get-up, logos, domain names and URLs, rights in unfair competition and, without prejudice to anything set out elsewhere in this definition, rights to sue for passing off and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction. |
Participant | The entity identified during registration that is seeking early payment services via theCopay Platform, including but not limited to subcontractors, suppliers, consultants, and service providers. |
Main Contractor(s) | a third party that (i) has entered into an agreement with Copay to receive one or more services from Copay and (ii) that has also executed a separate agreement(s) with the Participant (e.g. subcontractor, supplier), governing their relationship in relation to a construction project or construction related matter. This may be more than one entity where the Participant has entered into several construction related agreement(s) with several third parties. A Main Contractor can include, but is not exclusive to, real estate developers, construction companies, general contractors, housebuilders, engineering firms, architectural firms, property management companies, government agencies, infrastructure companies, or oil and gas companies. For the avoidance of doubt, this definition constitutes a class for the purposes of the Contracts (Rights of Third Parties) Act 1999. |
Operational Statistics | any summarised, derivative, aggregated, de-identified, or non-attributable information that may be combined with other information to optimise, construct, provide or improve Copay’s performance, the Services, modelling, products or other services. |
Party or Parties | individually or collectively, as the case may be, Copay and the Participant and any and all respective permitted successors and assigns. |
Service | the facilitation of early payments (in relation to a construction project or matter) by a Main Contractor(s) to a Participant through the Copay Platform, or any other such service provided by Copay to the Participant under this Agreement. |
Site | https://www.usecopay.com/ |
Term | shall have the meaning given to it in clause 8.1. |
1.2 In this Agreement, unless the context otherwise requires:
(a) any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
(b) a reference to writing or in writing shall include email communications;
(c) the term and/or is used to indicate that one or both conditions can apply; (d) words importing any gender include every gender;
(e) words importing the singular number include the plural number and vice versa; (f) words importing persons include firms, companies and corporations and vice versa; (g) references to numbered clauses and schedules are references to the relevant clause or schedule to this Agreement;
(h) 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;
(i) 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; and
(j) any Party who agrees to do something will be deemed to fulfil that obligation if that Party procures that it is done.
2. Service Access
2.1 Copay grants the Participant a non-exclusive, non-transferable, limited right to permit Authorised Users to access and use the Services, subject to the following restrictions: (a) The Participant may use the Services solely for the Participant's own internal business purposes; and
(b) The Participant and its Authorised Users must not:
i. make any copies of all or any portion of the Services;
ii. sell, sublicense, distribute, rent, lease or assign the Services to any other person or entity;
iii. modify, reverse engineer, decompile, disassemble, translate, alter or create derivative works based on the Services;
iv. except for use by Authorised Users, permit any third party to use the Services; v. create Internet "links" to or from the Services, or "frame" or "mirror" any content forming part of the Services, other than on the Participant's or its Authorised Users' own intranets or otherwise for its own internal business purposes;
vi. use the Services to send spam or other duplicative or unsolicited messages in violation of applicable laws;
vii. use the Services to send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violate third party privacy rights;
viii. send material to Copay or the Copay Platform containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
ix. interfere with or disrupt the integrity or performance of the Services or the data contained in the Copay Platform; and
x. attempt to gain unauthorised access to the Services or its related systems or networks.
2.2 Copay shall provide the Participant access to the Copay Platform login screen on the instruction of, and on behalf of, Main Contractor(s). The Participant shall be permitted to create a unique login credential ("User Name" and "Password") to be used by its Authorised Users to access the Services.
2.3 The Participant is responsible for maintaining the confidentiality of any Usernames and Passwords. The Participant will be solely responsible and liable for all activities that occur under any Username and Password created by the Participant. The Participant shall immediately notify Copay of any unauthorised use of any User Name or Password and Copay shall take such action as it deems appropriate to address the unauthorised use.
2.4 The Participant agrees, on its own behalf and on behalf of its Authorised Users, to access and use the Services in a secure manner consistent with Copay’s technical and security standards, as updated from time to time. These currently include, but are not limited to: • use of modern web browsers supporting HTTPS and 128-bit SSL/TLS encryption; • authentication via encrypted passwords and JSON Web Tokens (JWT); and • secure storage and retrieval of data using Copay’s infrastructure hosted on Google Cloud.
2.5 The Participant shall not take any action that may compromise the security, confidentiality, or integrity of the Copay Platform, and shall ensure that its Authorised Users comply with the same.
3. Scope, Availability and Modifications
3.1 The Service is intended to enable transactions and other interactions between the Participant and the Main Contractor(s) as principals. Subject to clause 5, Copay is not a party to or a guarantor of performance with respect to any transaction, negotiations, prospective agreement(s), arrangement(s) or executed agreement(s) concluded between the Participant and any Main Contractor(s) using the Services.
3.2 In respect of the Copay Platform, the Participant understands and agrees that: (a) Copay does not guarantee any quantity of Participant invoices will be made available by the Main Contractor(s) for early payment requests or that an early payment request made through the Services by the Participant will be accepted;
(b) Subject to clause 5, Copay undertakes no duties to receive or distribute any payments agreed by the Participant and any Main Contractor(s);
(c) Subject to clause 5, under no circumstances shall Copay in any manner obtain an interest in, or otherwise be deemed to be within the chain of title of, any Content, goods, and/or related services of the Participant; and
(d) Copay takes no responsibility for the Main Contractor(s)'s compliance with the terms and conditions governing the provision of the Participant's Content, goods and/or related services to the Main Contractor(s).
(e) Content is stored and utilised by Copay to deliver the Copay Platform.
3.3 The Participant shall address any issues arising from any transaction, agreement or arrangement concluded between the Participant and any Main Contractor(s) using the Services exclusively with the relevant Main Contractor(s) and shall not hold Copay responsible or liable in any way for the actions or omissions of any Main Contractor(s).
4. Participant Obligations
4.1 The Participant and its Authorised Users understand and agree that: (a) it is their individual responsibility to check that active early payment requests submitted in the Copay Platform are correct; and
(b) prior to the clearing of early payment requests on the Copay Platform or termination of this Agreement, it is the responsibility of the Participant and its Authorised Users to review any current early payment requests they wish to keep active or withdraw, as any resulting successful early payment requests accepted by the Main Contractor(s) for early payment must be honoured by the Participant.
5. Indemnity
5.1 The Participant shall indemnify, defend and hold harmless Copay, Copay Affiliates and their directors, officers, members, managers and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable legal fees), that may at any time be incurred by reason of claim from any third party arising out of or relating to:
(a) this Agreement, including any actual or alleged breach of this Agreement by the Participant;
(b) the Participant's use or misuse of the Services (including any resulting Main Contractor(s) claims or any use via an Authorised User account);
(c) any claim that is inconsistent with the Participant's representations or warranties to
Copay contained in this Agreement;
(d) any violation of a third party's rights by the Participant, including intellectual property or privacy; or
(e) any dispute between the Participant and the Main Contractor(s).
6. Proprietary Rights
6.1 All Background Intellectual Property Rights pertaining to the Copay Platform, the Software, Operational Statistics, and the Services, in whole or in part, is the exclusive property of Copay or its third party licensors. The Participant must not on its' own behalf or on behalf of any third party violate Copay's Intellectual Property Rights.
6.2 Copay owns all Intellectual Property Rights in transaction information that occurs on the Copay Platform or is related to the Services. Copay reserves the right to: (i) extract information that does not identify the Participant or its Authorised User; and (ii) use and create aggregated, metadata or statistical data from such information for its internal use and commercial analytical purposes. The Participant acknowledges and consents that Copay may train its artificial intelligence, machine learning or any other technological models and develop its Services using any and all data provided under or in connection with this Agreement and that, notwithstanding anything in this Agreement, such use shall not contravene clause 7 ("Confidentiality and Privacy")) and that all Intellectual Property Rights in such models belong to Copay.
6.3 All title, right, and interest in and to any Content submitted to Copay in the course of providing the Services shall remain the property of the Participant or other applicable third party owners. If all or part of any Content becomes the subject of an actual or threatened lawsuit or if Copay believes such Content may violate a third party's Intellectual Property Rights or applicable law, Copay will immediately be entitled to remove such Content without incurring any liability to the Participant. The Participant grants to Copay a non-exclusive royalty-free, worldwide, sub-licensable, perpetual irrevocable license to use, reproduce, adapt, create derivative works, publish and distribute Content provided by the Participant for the purposes of operating the Services. This license excludes Personally Identifiable Information (PII) and Confidential Information such as detailed financial particulars, and operates within the limits of section 7 ("Confidentiality and Privacy"). All title, right and interest in and to content licensed by Copay from third party licensors and used in the process of providing the Services, if any, shall remain the exclusive property of Copay or its third party licensors.
6.4 The Participant grants to Copay a limited, worldwide, royalty-free, non-transferable license to use the Participant's name (including Authorised User's name and job title), any comments made about the Copay Service, photo (including approved Authorised User photos submitted to Copay), company logos and trademarks to identify the Participant as a user (or previous user) of the Copay Platform and the Services for Copay's marketing and public relations purposes, including marketing materials, advertisements, press releases, presentations, and publications.
7. Confidentiality and Privacy
7.1 Each Party shall retain the other Party's Confidential Information in the strictest confidence (need to know basis) and shall not disclose such Confidential Information to any third party. Each Party agrees:
(a) to use the Confidential Information only for the purposes of this Agreement and as expressly permitted by this Agreement;
(b) not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement;
(c) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of disclosing Party or a third party) as are contained in or on the original or as the disclosing Party may otherwise reasonably request; and
(d) that the receiving Party shall notify the disclosing Party in writing of any known unauthorised use, possession or disclosure of Confidential Information of the disclosing Party. The disclosing Party shall have the sole right (but shall be under no obligation) to take legal or other action against any third party with respect to any such unauthorised use, possession or disclosure of Confidential Information of the disclosing Party, and the receiving Party shall cooperate with the disclosing Party in such effort.
7.2 The Parties agree that, notwithstanding any other section of this Agreement, the non-breaching Party shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief, as well as monetary damages. Nothing in this clause shall be construed to limit any other remedies available to the Parties.
7.3 If a Party becomes legally obligated to disclose Confidential Information ("Disclosing Party") by any governmental entity as a result of court order or similar legal action ("Compelled Disclosure"), the Disclosing Party will give the other Party (if allowed) prompt written notice. The Disclosing Party will cooperate with the other Party's reasonable efforts to quash, modify or challenge the Compelled Disclosure, and will disclose only such information as is legally required.
7.4 Notwithstanding anything in this clause to the contrary, a Compelled Disclosure is not considered a breach of clause 7.1 above.
7.5 Copay takes privacy of its users seriously and will collect, handle and store any personal information in accordance with Copay's Privacy Policy. The Participant confirms that it and each of its Authorised Users by registering for or using the Services have read and understood that the Privacy Policy will apply to the Services and consent to the collection, processing and use of their personal information by Copay in accordance with the Privacy Policy. We may record and monitor telephone calls and other communications between you and us for training, quality control and compliance purposes, and to serve as a record of requests you make of us.
8. Term and Termination
8.1 This Agreement shall become effective on the date the Participant or any Authorised User first registers on the Site and agrees to these terms and conditions and shall continue in force so long as the Services is being provided by Copay to the Participant, unless earlier terminated by either Party in accordance with the terms of this Agreement (the "Term").
8.2 Copay may terminate this Agreement:
(a) If the Participant is in breach of the terms, conditions and warranties of this Agreement; and
(b) such breach, if capable of remedy, is not cured within three (3) Business Days after
notice of breach is provided to the Participant; or
(c) the Participant terminates or suspends its business activities, becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under any applicable law.
(d) at any time for any reason at its sole discretion by providing the Participant no less than thirty (30) days advance written notice.
8.3 The Participant may terminate this Agreement:
(a) only by providing Copay with no less than sixty (60) Business Days’ prior written notice; and
(b) only where there are no active or pending early payment requests submitted via the Copay Platform at the time notice is served; and
(c) subject to the Participant having fully satisfied all outstanding obligations to Copay and any Main Contractor(s), including any applicable discounts or payment adjustments.
Copay may, in its sole discretion, waive or reduce the notice period under this clause 8.3 upon written request from the Participant.
8.4 Upon termination of this Agreement consistent with the terms in this clause, Copay may immediately discontinue the Participant's access to and use of the Copay Platform and the Services. The Participant shall promptly discontinue use of the Copay Platform, any Service and destroy any Confidential Information that the Participant has received from Copay.
8.5 Notwithstanding any termination of this Agreement, clauses 3 (“Scope, Availability and Modifications”), 5 ("Indemnity"), 6 ("Proprietary Rights"), clauses 7.1-7.4 ("Confidentiality and Privacy"), 9 ("Disclaimer; Warranty; Limitation of Liability"), 11 ("Third Party Rights") 14 ("General"), and 15 ("Governing law and jurisdiction") shall survive termination of this Agreement indefinitely (subject only to applicable limitation periods imposed by law). All other rights granted under this Agreement will cease upon termination.
9. Disclaimer; Warranty; Limitation of Liability
9.1 To the maximum extent allowed by law and except as expressly set out in this Agreement, the Copay Platform, the Services and the Participant Services are provided "as is" and Copay specifically excludes and disclaims all implied warranties, conditions and representations (including relation to quality, skill and care and fitness for a particular purpose) connected with, related to or arising out of this Agreement. Copay expressly excludes and disclaims any representation, condition or warranty that access or use of the Services will be error-free, secure or uninterrupted, or that information or content will be accurate or timely. The Participant should obtain independent legal and accounting advice to determine to their satisfaction that Copay’s product(s) are appropriate and will meet its needs, and determine where necessary what additional steps or measures, if any, are required to ensure its compliance with applicable legal agreements and legislation.
9.2 The Participant represents and warrants that:
(a) its Authorised Users have authority to act on behalf of the Participant; and
(b) all Content or other materials submitted by the Participant to Copay under this Agreement will not:
i. infringe on any third party's rights, including any Intellectual Property Rights, ii. violate any applicable law, statute, ordinance or regulation; and
iii. contain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
(c) it is duly organised, validly existing and in good standing under applicable law; (d) it has the power and authority to execute, deliver and perform under this Agreement; and
(e) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
9.3 The Authorised Representative represents and warrants that:
(a) they are accessing and using the Services as an authorised representative and on behalf of the Participant;
(b) have the authority to enter into and legally bind the Participant to this Agreement on behalf of the Participant; and
(c) the information they provided identifying themselves as the Authorised Representative and the Participant (in the tables at the beginning of this Agreement) are correct and without error.
9.4 The Participant acknowledges and agrees that, where applicable, in consideration for the acceleration of payment or variation of the payment schedule from a Main Contractor, as facilitated by Copay through the Services, a discount may be applied to the total payment otherwise due to the Participant under the separate agreement(s) between the Participant and the relevant Main Contractor(s). The Participant further agrees that such discounted amount or varied payment terms, once accepted by the Participant or its Authorised Users via the Copay Platform, shall constitute full and final settlement of the invoiced amount in respect of which the early payment was made. The Participant shall not be entitled to claim, and irrevocably waives any right to claim, any further amounts, interest, compensation, damages, or remedies (whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution, or otherwise) from the relevant Main Contractor(s) in relation to the discounted portion of the payment or the variation in payment terms.
This clause shall survive termination of this Agreement and apply notwithstanding any conflicting terms in any agreement between the Participant and the Main Contractor(s).
9.5 To the maximum extent allowed by law, in no event will Copay or any Copay Affiliate be liable for any loss of profits or revenue, loss of business, loss of anticipated savings, loss of use, business interruption, loss of data or costs of procurement of substitute goods, technologies or services, cost of cover or punitive or exemplary, or and direct, indirect, special, incidental or consequential damages of any kind in connection with or arising out of the performance of or use of the Copay Platform or the Services, whether alleged as a breach of contract or tortious conduct, including negligence, even if the Participant has been advised of the possibility of such damages. Copay and any Copay Affiliate will not be liable for any damages caused by delay in providing the Services to the Participant. Copay's aggregate liability to the Participant, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement, will not, in any event, exceed £100.
10. Notices
10.1 This clause shall apply to all notices and requirements to notify a Party under this Agreement. Any notice which does not conform to the requirements in this clause shall be deemed invalid and shall have no effect under this Agreement.
10.2 All notices under this Agreement shall be in writing and must be in English. Any notices sent (whether via email or otherwise) must include the name of the Participant for identification purposes. For the avoidance of doubt, the use of email shall constitute a valid form of writing for the purposes of this Agreement.
10.3 Notices shall be deemed to have been duly given (subject to clause 10.4) in accordance with the table below:
Delivery method | Deemed delivery date |
|---|---|
updated on the Site (for notices by Copay only) | immediately, if updated on a Business Day; or the next Business Day If the update is on a non-Business Day |
immediately, if sent on a Business Day; or the next Business Day If the email is sent on a non-Business Day | |
courier or other messenger (including registered mail) | when delivered, if delivered by during normal business hours of the recipient |
mailed by national ordinary mail | on the fifth Business Day following mailing |
mailed by airmail, postage prepaid | on the tenth Business Day following mailing |
10.4 All notices under this Agreement must be addressed to the email address and the address of the relevant Party specified in clause 11.5. For the avoidance of doubt, all notices must be sent by email, even where another method is used send a notice.
10.5 The notice details of the Parties are as follows:
| Copay's notice details | The Participant's notice details |
|---|---|---|
Email: | notices@usecopay.com | the email address provided by the Authorised Representative during the Site registration process. |
Address: | 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ | The Participant's address listed in the 'Participant details' table above. |
11. Third Party Rights
11.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
11.2 The Main Contractor(s), identified as a party that has executed a separate agreement(s) with the Participant governing their relationship, shall have the right to enforce clause 9.3 of this Agreement against the Participant. For the avoidance of doubt, this clause is an exception to clause 11.1.
11.3 Notwithstanding the third party rights afforded to the Main Contractor(s) by clause 11.2,
the Parties shall be free to amend, assign or otherwise deal with this Agreement as they see fit without requiring the consent of the Main Contractor(s). For the avoidance of doubt, the rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person or third party.
12. Assignment
12.1 Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by the Participant, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Copay. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding anything else in this Agreement, Copay shall have the right to subcontract any of its obligations under this Agreement to any third party or third parties. For the avoidance of doubt, Copay's right to assign or novate this Agreement is not subject to the consent of any other person or third party.
13. Relationship of the Parties
13.1 The relationship of Copay and the Participant established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed or implied to give either Party the power to direct or control the day-to-day activities of the other or constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
14. General
14.1 The Parties acknowledge that each other's business is dependent upon being able to adequately staff projects with qualified persons and adequately utilise its employees and independent contractors. The Participant shall not, directly or indirectly, for itself, or on behalf of any other person, firm, company or other entity, whether as principal, agent, employee, stockholder, partner, member, officer, director, sole proprietor, or otherwise, solicit, participate in or promote the solicitation of Copay's employees or independent contractors to leave the employ or service of the Copay, during the period such employee or independent contractor is working with the Participant and for one (1) year immediately following the period for which such employee or independent contractor last performed services for the Participant.
14.2 Copay may vary these terms and conditions of this Agreement from time to time by giving the Participant notice in writing (including email) or by publication on the Site provided that any variation required by applicable law will be effective immediately. The Participant's continued use of the Services or the Copay Platform after receipt of such notice will constitute the Participant's acceptance of the variation in consideration of the provision of the Services or access to the Copay Platform. No variation will apply to any orders for the Services before the date of receipt of the notice of variation.
14.3 The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
14.4 In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of
competent jurisdiction:
(a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and
(b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.
14.5 The failure of either Party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of either Party to enforce any such provisions. Copay shall be excused from performance under this Agreement to the extent that performance is delayed or unable to be performed due to Force Majeure. Section headings are for ease of reference only and do not form part of this Agreement.
14.6 Any written representation or warranty not expressly contained in this Agreement will not be enforceable. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each arty acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
14.7 The English version of this Agreement will prevail over any non-English translation or interpretation of this Agreement.
15. Governing law and jurisdiction
15.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales without reference to conflict of laws principles. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Main Contractor(s) may, as provided for in this Agreement, enforce this Agreement against a Participant in the courts of England and Wales.