Client Terms and Conditions - July 2011

These Conditions are deemed accepted by the Client when the Services of Acumin have been accessed by the Client or ordered and upon signature of the Service Agreement by the Client.

1. Definitions
1.1. In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise :-

Advertisement
any recruitment Advertisement including Lineage Advertisements, Semi-Display Advertisements, Display Advertisements, Corporate Brochures, Logo Buttons, Homepage Banners, Sector Sponsorship, or any page(s) of Client advertising together with any other form of Advertisement as shall appear on the Site from time to time);

Advertising Agency
a Client who in relation to the Services is receiving them on behalf of an End Client or is directly or indirectly providing the Services on to an End Client;

Applicant
a Candidate who applies for a vacancy advertised on the Site;

Candidate
a person who uses the Site for the purpose of finding employment;

Client
any person using and purchasing the Services, where a person includes but is not limited to, Direct Employers, Recruitment Agencies, Recruitment Process Outsourcing Agencies and Advertising Agencies. In the circumstance of any Recruitment, Recruitment Process Outsourcing or Advertising Agency acting on behalf of one of their own End Clients, Acumin will charge the Agency and not the Agency's End Client;

Conditions
these Standard Terms and Conditions;

Conkers
distribution software from Conkers.net, enabling vacancy posting to one or more online noticeboards selected by the Client or Recruiter;

Contract
the contract for the supply of any Services by Acumin to the Client comprising these Conditions and a Service Agreement;

CV
the curriculum vitae or brief outline details of a Candidate's education, training, skills and employment experience which is provided to Acumin by a Candidate for distribution to Clients with a view to securing employment;

End Client
the person to whom the Client's Services are provided;

Fees
the fees and charges payable by the Client as specified in the Contract;

Homepage Banner
a Client's banner Advertisement displayed on the homepage of the Site;

Acumin
Acumin Consulting Limited

Hot Jobs Email
a Service which sends vacancies via email to Candidates who have subscribed to this Service;

Hot Jobs Sponsorship
the sponsorship of a message of up to a maximum of 50 words on a specific selection of the Hot Jobs email.

Live Vacancy Listing
a page of the Site which lists all the currently live vacancy Advertisements.

Logo Button
a button with the Client's name and/or logo on it;

MyAcumin
a personalised page of the Site where a Candidate may access their own personal details, their CV, all applications made in the last 30 days and a range of other services;

Recruiter
any person working on behalf of the Advertising Agency, Direct Employer or Recruitment Agency Client and who is authorised by the Client to use the Services;

Recruitment Agency
an Employment Agency or Employment Business as defined by the Employment Agencies Act 1973 (and all regulations made there under);

Recruitment Process Outsourcing Agency
a Recruitment Agency who also carry out the selection and placement process on behalf of the End Client;

Services
the Services which Acumin has agreed to provide to the Client including any advertising and e-mail marketing.

Service Agreement
the Service Agreement entered into between the Client and Acumin;

Site
the Site at www.Acumin.co.uk, www.acuminconsulting.com, or any other website on which any Advertisement appears or via which any Service is offered.

Start Date
the start date for the provision of the Services as referred to and identified in the Service Agreement for those Services;

Term
the term of the Contract as specified in the Service Agreement;

Visitor
a person who visits a specific page of the Site within a specific time period.

2. Services Generally
2.1. The Client agrees to provide Acumin, in such a format as Acumin may request, any information, design work, artwork and logos necessary to enable Acumin to provide those Services.
2.2 Acumin shall not be obliged to provide those Services until the Client has supplied it with the information, design work, artwork and logos necessary to provide those Services.
2.3 Acumin reserves the absolute right, without giving any reasons, to decline, cancel or remove any Advertisement or provision of Services for any reason and at any time without prior notice.
2.4 An Advertisement or Service which indicates, or can reasonably be understood as indicating, an intention to discriminate on grounds of sex, race or age will not be accepted unless it is exempted from the requirements of the Sex Discrimination Act or the Race Relations Act or the Age Discrimination Act. A statement must be made at the time the Advertisement is placed or Service used saying which of the exemptions in the Act(s) is considered to apply.
2.5 Acumin will use its reasonable endeavours to publish the Advertisement or provide the Services on the agreed date. Acumin does not accept liability for any consequences, howsoever arising, due to error or delay in provision of the Services and has the right at its sole discretion to decline to publish or omit, suspend or change the position of any Advertisement accepted by it.
2.6 Links to a Client's or End Client's website will not be permitted to appear in any Advertisement placed, without Acumin's' prior consent.
2.7 Acumin may at its discretion and without prior notice, report any Advertisement or Service used which in its reasonable opinion is being used for an improper or illegal purpose by a Client to the relevant authorities including, without limitation, the Department of Employment, the Office of the Information Commissioner and the Recruitment and Employment Confederation. Acumin may also disclose information about any Client to any third party, as Acumin shall deem necessary to protect its interests or the interests of Clients, Recruiters, Candidates, Applicants and/or other users of the Site.
2.8 Acumin shall be entitled at anytime without notifying the Client to make changes to the Services, which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided.
2.9 Acumin will only make available or supply copies of the CVs that have been received by it for distribution to Clients of Acumin solely for the purpose of securing suitable employment for the Candidates.

3. Lineage Advertisements and Semi-Display Advertisements
If the Services include Lineage Advertisements or Semi-Display Advertisements, the provisions of this clause 3 shall apply thereto.

4. Hot Jobs Sponsorship
If the Services include Jobs-by-Email Sponsorship, the provisions of this clause 8 shall apply thereto.
4.1 Hot Jobs Sponsorship is for one day/one e-mail blast to subscribers, usually on a Monday (excluding bank holidays in England and Wales) as agreed between Acumin and the Client.
4.2 The sponsored message may contain a link only to a Client's website or live vacancy.
4.3 The Client accepts that Acumin cannot guarantee the number of recipients of the Jobs-by-Email Sponsorship and that no obligations are imposed on Acumin in this regard.

5. Obligations of Acumin
5.1 Acumin will use its reasonable endeavours to enable Applicants the facility of viewing Advertisements on the Site and to provide the Services to the Client. However, the Client accepts that Acumin cannot guarantee the number of occasions on which any individual Advertisement appears on the Site and that no obligations are imposed on Acumin in this regard.

6. Obligations of the Client
6.1. The Client hereby undertakes and warrants to Acumin:
6.1.1. to comply with the provisions of the Data Protection Act 1998 or relevant legislation with regard to any Applicant information received by it and in particular to keep such information confidential.
6.1.2. in relation to any Advertisement the Client is a principal notwithstanding that the Client may be acting directly or indirectly for a third party;
6.1.3. the reproduction and/or publication of the Advertisement by Acumin as originally submitted or as amended will not breach any agreement or infringe or violate any right of any person or render Acumin liable to any proceedings whatsoever and the Client indemnifies Acumin against all costs, claims, damages, loss, expenses and liabilities suffered or incurred by Acumin as a result of this undertaking and warranty being incorrect;
6.1.4. each Advertisement is legal, decent, honest and truthful and complies with all applicable laws, rules, regulations and codes relating to advertising as may be appropriate;
6.1.5. no Advertisement contains any data, image or other material which;
(a) is offensive, obscene or indecent, or capable of being resolved into obscene or indecent images or material;
(b) is defamatory, threatening or racially, ethnically or otherwise objectionable;
(c) is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person;
(d) infringes the rights (including, without limitation, the intellectual property rights) of another person;
(e) is designed or likely to cause disruption to any computer system or to any network;
(f) is illegal or designed or likely to induce an illegal act.
6.2. The Client acknowledges that it is not vested with any proprietary rights in respect of the Site, or any CV or other information submitted by any Applicant.
6.3. The Client shall indemnify Acumin against all claims made by the third parties in respect of the misuse of the data supplied to the Client.
6.4. The Client shall obtain from the Applicant, as much information about the Applicant's qualifications and experience, as is necessary for determining whether the Applicant is suitable for employment, and shall ascertain that the Applicant has such qualifications as are required by law.
6.5. The Client shall ensure that the Applicant is fully aware of any conditions imposed by law, which must be satisfied by the Applicant and that any employment resulting therefrom shall be legal.
6.6. The Client agrees not to employ, or make arrangements to employ, a young person (being a person under the age of 18) who is attending, or has ceased to attend school, unless the Client has made all such enquiries as are reasonably practicable for the purposes of ascertaining that the young person has received vocational advice.
6.7. The Client shall ensure that the Applicant, before departing for the employment, receives a written statement in a language they understand giving full details of their employment.
6.8. The Client shall:
6.8.1. use all CVs supplied for the sole purpose of endeavouring to provide or locate suitable employment on behalf of Candidates;
6.8.2. keep confidential the CVs and all other information supplied by Acumin or Candidates to the Client or its employees or agents and shall only use such information for such agreed purpose if endeavouring to seek or provide employment opportunities for Candidates with their express consent in respect of the CVs;
6.9. The Client:
6.9.1. acknowledges that the Client and Acumin may agree that Acumin can accept instructions in relation to the Services (without having to refer to the Client) from any of the following persons;
(a) any person agreed between Acumin and the Client to be a Recruiter; and
(b) any person to whom the Client or any Recruiter provides passwords to or is set up to make use of the Services by using facilities offered by Acumin for such purposes.
6.9.2. authorises Acumin to accept instructions in relation to the Services (without having to refer to the Client) from any Recruiter and any person using such passwords.

7. Rates
7.1. The rates shall be those rates as agreed between Acumin and the Client in the Service Agreement.

8. Payment
8.1 Payment for Services will be made according to the payment terms specified in the Service Agreement..
8.2 Acumin will provide invoices to each Client in accordance to the terms in the Service Agreement. Liability for payment arises from provision of the Services. Further, all items on the invoice are deemed to be payable and any errors or omissions must be communicated to Acumin in time to be rectified before payment becomes due. Payment for the provision of the Services shall be made as aforesaid whether or not the Client shall have provided Acumin with an order number at the time of signing the Service Agreement.

9. Liability
9.1 The Client shall satisfy itself as to the suitability of any Applicant and shall take up any reference provided by the Applicant before engaging any such Applicant.
9.2 The Client shall be responsible for obtaining work, or any other permits, for the arrangements of medical examinations and/or investigations into medical history of any Applicant, and shall satisfy itself of any medical or other requirements or qualifications required by law.
9.3 Acumin does not accept liability of any description, including liability for negligence (except for personal injury or death), or any damages or losses (including, but without limitation to indirect or consequential loss, or loss of business, revenue, profits, use or opportunity) howsoever resulting from the Client's use of (or inability to use) this Site.
9.4 Acumin makes no warranty that this Site (or any website that is, or may become linked to this website) is free from computer viruses, "cookies", or any other malicious or impairing computer programmes and/or that the Site shall operate uninterrupted and error-free.
9.5 Acumin does not accept liability, of any description, however arising, for any loss or damage caused to any Client, or any other third party, arising from any virus or other impairing computer program contained in any CV submitted by any Applicant.
9.6 Acumin does not accept liability for:
9.6.1 any loss of copy, artwork, photographs, data or other materials that the Client supplies to Acumin and the Client shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require;
9.6.2 any mistakes or errors whatsoever that arise during the course of publication of any Advertisement or any loss of information or data or any damage thereto in each case as a result of circumstances beyond its reasonable control or which arise as a result of the acts or omissions of the Client.

10. Indemnity
10.1 The Client agrees to indemnify Acumin and to keep Acumin indemnified in respect of, but not limited to, all damages, costs or liabilities that Acumin may incur arising from an Advertisement or use of any Service, and in particular resulting from the following:
10.1.1. the publication of any defamatory statement;
10.1.2 breach of copyright;
10.1.3 any claims made by any person in respect of race, religion, age, sex or disability discrimination;
10.1.4 any breach by the Client of any warranty given hereunder.

11. Disclaimer
11.1. Except as otherwise provided by statute, Acumin disclaims all warranties, express or implied by law of statute, in relation to, but not limited to, the Site

12. Governing Law and Jurisdiction
12.1 These Terms shall be governed by, and construed in accordance with, the laws of England and Wales and each party irrevocably submits to the exclusive jurisdiction of its courts.

13. Miscellaneous
13.1 The signing of a Service Agreement for provision of Services amounts to an acceptance of these Terms to the exclusion of any other terms and conditions. No variation shall be binding unless agreed in writing.
13.2 If any provision of these Terms is held to be void or unenforceable in whole or in part, these Terms shall continue to be valid as to the other provisions and the remainder of the affected provision. No waiver by Acumin shall be effective except in relation to the matter in respect it was specifically given.
13.3 Nothing in these Terms is intended to confer on any person any right to enforce any provision of these Terms, which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. Insofar as the Client is a consumer (as that term is defined in the Consumer Protection (Distance Selling) Regulations 2000, the Client agrees that the provision of Services under these Terms may, by agreement between the Client and Acumin, take place before the end of any applicable cancellation period, in which case the right to cancel such provision of Services shall not apply.

14. Contracting Party
14.1 Acumin Consulting Limited, Registered office: Suite 22 Beaufort Court, Admirals Way, E14 9XL.

THIS SCHEDULE REPLACES ALL PREVIOUS SCHEDULES TO THESE TERMS AND CONDITIONS

Candidate Terms and Conditions - auto sign up to job alerts - July 2010

1. Definitions
1.1. In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:-

Advertisement
any Advertisement issued by Acumin on behalf of the Client;

Applicant
a Candidate who applies for a vacancy advertised on the Site;

Application
an Application made by a Candidate to a vacancy advertised on the Site;

Applicant
a Candidate who applies for a vacancy advertised on the Site;

Candidate
a person who uses the Site for the purpose of finding employment;

Client
the person(s) who have signed a Service Agreement for use of the Acumin Site and Services;

Conditions
these Standard Terms and Conditions;

CV
the curriculum vitae or brief outline details of a Candidate's education, training, skills and employment experience which is provided to Acumin by a Candidate for distribution to Clients with a view to securing employment;

Acumin
Acumin Consulting Limited

Hot Jobs Newsletter

a service which sends vacancies via email to Candidates who have subscribed to this service;

Registration
the process a Candidate completes in order to store and save their details and CV on Acumin's website, for the purposes of securing employment;

Services
the Services which Acumin has agreed to provide to the Client and the Services which are available on the Site for use by Candidates;

Service Agreement
the service agreement entered into between the Client and Acumin;

Site
the Site at www.Acumin.co.uk or any other website operated and maintained by Acumin from time to time;

1.2 In these Conditions:
1.2.1. references to any statute or statutory provision shall, unless the context otherwise requires be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced;
1.2.2. references to the masculine include the feminine and the neuter and the singular include the plural and vice versa as the context admits or requires;

2. Application of the Terms
2.1. These Conditions to the exclusion of all previous terms and conditions issued by Acumin shall apply to any Candidate who uses Acumin after the date on which these Conditions were posted on the Site.
2.2. These Conditions are deemed to be fully read, understood and accepted by the Candidate upon acceptance of these Conditions during Registration, or in the case of a Candidate who has not completed Registration, when an Application is made.
2.3. No variation or alteration to these Conditions or any representations about the Services shall have any effect unless expressly agreed and confirmed in writing by a director of Acumin.

3. Services Generally
3.1. Acumin does not make any representation whatsoever about any Advertisement accessed either on, by virtue of or by way of any links from the Site nor about any of the Clients who use Services on the Site. Acumin relies on information provided to it by Clients and via third parties and accordingly it is a matter for the Candidate to satisfy itself as to the suitability of any Client using Services on the Site or of any Advertisement found directly or indirectly through the Site.
3.2. Acumin shall be entitled at anytime without notifying the Candidate to make changes to the Services which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided
3.3. Any intellectual property, ideas, concepts, know-how or techniques developed by Acumin or obtained during the execution of the Services will be owned exclusively by Acumin.
3.4. Acumin shall not be responsible for any failure to provide the Services, or unavailability of the Site, as a result of circumstances beyond its reasonable control.
3.5. The Candidate accepts that Acumin shall not be liable for any failure to provide the Services (or any part thereof) as a result of the Candidate's failure to comply with these Conditions.
3.6. The Candidate agrees to provide Acumin, in such a format as Acumin may request, any information necessary to enable Acumin to provide those Services.
3.7 Acumin shall not be obliged to provide those Services until the Candidate has supplied it with the information, necessary to provide those Services.

4. HotJobs by Email
If the Candidate has signed up to receive Hot Jobs by Email, the provisions of this clause 4 shall apply thereto.
4.1. Hot Jobs are sent at least once a week to candidates who have subscribed to receive this update of live vacancies.
4.2. Featured Hot Jobs may be sent periodically and contain highlighted career opportunities with individual Client's that match the Candidate's search criteria.
4.3. The Candidate accepts that Acumin cannot guarantee the number of vacancy Advertisements distributed in Hot Jobs and that no obligations are imposed on Acumin in this regard.

5. CV's
If the Candidate has saved their details and stored a CV on Acumin, the provisions of this clause 5 shall apply thereto.
5.1. The Services are subject to any instructions from a Candidate that his or her details should or should not be made available to the Client and Acumin will only make available or supply copies of the CVs which have been received by it for distribution to Clients of Acumin solely for the purpose of securing suitable employment for the Candidate.
5.2. Acumin cannot guarantee the minimum number of times a CV will be viewed by or distributed to Clients on any given day.
5.3. Acumin may, at its discretion and without notice, report improper or illegal use of CVs or the Services by the Candidate to its Clients.
5.4. Acumin has the right at its sole discretion to decline to distribute or forward, or to suspend or remove any Candidate information or CV accepted by it.
5.5. Acumin may refuse, withdraw, or require to be amended, any Candidate information or CV which is illegal, immoral, obscene or offensive or so as to comply with the legal or moral obligations placed upon Acumin or the Candidate or to avoid infringing a third party's rights or any statutory or regulatory requirements or is designed to or is likely to cause disruption to any computer system or network.
5.6. The Candidate hereby undertakes that:
5.6.1 the details and CV they store and save on Acumin are a true and accurate reflection of their education, employment, training history and that their personal details are correct;
5.6.2 that if any of the information stored and saved on Acumin for the purposes of securing employment is found to be false or inaccurate in any way, that Acumin reserves the right to remove those details and/or suspend the use of the Services on the Site for the Candidate;
5.6.3 in respect of any information or CV submitted by the Candidate which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Candidate has obtained the authority of such living person to make use of such name, representation and/or copy;

6. Applications and Applications Forms
If the Candidate makes an Application or is required to complete an Application Form as part of an Application, the provisions of this clause 6 shall apply thereto:
6.1. The Candidate hereby undertakes that:
6.1.1. they have fully read and understood the requirements of a vacancy Advertisement on the Site to which they make an Application;
6.1.2. they have the appropriate skills and qualifications required by the Client and the necessary qualifications required by law;
6.1.3. they satisfy or will attend to the necessary immigration requirements of the country in which the position will be situated;
6.1.4. the details they provide to the Client as part of an Application or in an Application Form are a true and accurate reflection of their education, employment, training history and that their personal details are correct;
6.1.5. that if any of the information used in an Application or Application Form is found to be false or inaccurate in any way, that Acumin reserves the right to remove those details and/or suspend the use of the Services on the Site for the Candidate;
6.1.6. in respect of any information submitted during the Application by the Candidate which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified, the Candidate has obtained the authority of such living person to make use of such name, representation and/or copy.
6.2. Acumin has the right at its sole discretion to decline to distribute or forward, or to suspend or remove any Application accepted by it.
6.3. Acumin may refuse, withdraw, or require to be amended, any Application which is illegal, immoral, obscene or offensive or so as to comply with the legal or moral obligations placed upon Acumin or the Candidate or to avoid infringing a third party's rights or any statutory or regulatory requirements or is designed to or is likely to cause disruption to any computer system or network.
6.4. When a Candidate makes an Application through the Site, Acumin will pass the Candidate's details to the Client who placed the Advertisement for the purpose of that one Application only.
6.5. The Candidate accepts that Acumin cannot be held responsible for the content of Advertisements on the Site and that no obligations are imposed on Acumin in this regard.

7. Candidates Obligations
7.1. The Candidate agrees that:
7.1.1. it has read, understood and agrees to the Privacy Statement on the Site;
7.1.2. it will keep confidential and not disclose to any person the password used by them in relation to the Services;
7.1.3. it will be responsible for any misuse of all such passwords.

8. Liability
8.1. Acumin will not be liable (whether in contract or tort) for:
8.1.1. any loss of copy, artwork, photographs, data, CVs or other materials that the Candidate supplies to Acumin and the Candidate shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require;
8.1.2. any mistakes or errors whatsoever that arise during the course of use of the Services or any loss of information or data or any damage thereto in each case as a result of circumstances beyond its reasonable control or which arise as a result of the acts or omissions of the Candidate;
8.1.3. for any failure to secure employment or consequential loss (whether caused by the negligence of Acumin, its employees or agents);
8.1.4. any delay, costs, expense, loss, damage or liability (including without limitation as a result of any hardware failure, provision or use of software, virus, deletion, corruption, loss or removal of data) howsoever caused arising from any matter beyond the reasonable control of Acumin or as a result of the acts or omissions of the Candidate;
8.1.5. any loss or damage whatsoever howsoever caused arising out of the negligence, dishonesty, misconduct, breach of faith, incompetence, or the wrongful disclosure of confidential information by, any Client. It is for the Candidate to satisfy itself as to the integrity and reliability of all vacancy Advertisements placed on the Site;
8.1.6. any breach of agreement or infringement or violation of any right of any person or be rendered liable to any proceedings whatsoever, as a result of any information or CV or Application submitted to it by the Candidate and the Candidate indemnifies Acumin against all costs, claims, damages, loss, expenses and liabilities suffered or incurred by Acumin as a result of this undertaking and warranty being incorrect.
8.2 Nothing in these Conditions will restrict or exclude Acumin's liability for death or personal injury caused by its own negligence.
8.3 The Candidate agrees and acknowledges that no condition, warranty or representation of any kind is, has been, or will be, given by or on behalf of Acumin in respect of or in connection with the Services and accordingly the Candidate confirms that it has not, in accepting these Conditions, relied on any condition, warranty or representation by Acumin or any person on its behalf, express or implied, whether arising by law or otherwise in relation to or in connection with the Services. The benefit of any such condition, warranty or representation by Acumin is hereby irrevocably and unconditionally waived by the Candidate.

9. Termination and Cancellation
9.1 These Conditions apply unless replaced by subsequent Conditions or unless terminated under Clause 6.2 of these Conditions.
9.2. Either party may, at its sole discretion, terminate the provision of the Services to the Candidate at any time by notice in writing to the other party (the "Defaulting Party") if the Defaulting Party is in breach of these Conditions and fails to remedy such breach within 14 days of notice from the other party requiring it to be remedied.
9.3. The Candidate shall be responsible for all reasonable costs, claims, damages, loss, expenses and liabilities incurred by Acumin arising out of the Candidate's breach of its obligations under these Conditions (including, without limitation, on a solicitor and own client basis, any legal fees and disbursements reasonably incurred by Acumin).

10. Notices
10.1. Notice required or permitted to be given under these Conditions shall:
10.1.1. be in writing addressed to that other party at its registered office or principal place of business or such other relevant address as may at the relevant time have been notified pursuant to this provision to the other party giving the notice; or
10.1.2. be in the form of an email addressed to Acumin at info@acumin.co.uk (or such other address as supplied by Acumin) or if to the Candidate, to the address provided in the Candidate's details submitted during Registration or as subsequently amended and the Candidate will be deemed to have received such notification within one hour of transmission.
10.2. The Candidate is responsible for notifying Acumin of any changes to its email address. Such notification shall request an acknowledgement of receipt and shall be confirmed in writing and sent to Acumin by email.

11. General
11.1. If any provision of these Conditions shall be invalid or unenforceable, it shall not affect any other provision, which shall remain in full force and effect.
11.2. Any waiver by Acumin of any breach of, or any default under, any provision of these Conditions by the Candidate will not be deemed to be a waiver of any subsequent breach or default and will in no way affect the other terms of these Conditions.
11.3. Failure or delay by Acumin in enforcing or partially enforcing any provision of these Conditions will not be construed as a waiver of any of its rights under these Conditions.
11.4. The parties to these Conditions do not intend that any clause of these Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1666 by any person that is not a party to it.

12. Law12.1. These Conditions and any contract into which these Conditions are incorporated, shall be governed by and construed in accordance with English law and the parties submit to the non exclusive jurisdiction of the English courts:

THIS SCHEDULE REPLACES ALL PREVIOUS SCHEDULES TO THESE TERMS AND CONDITIONS