Terms and Conditions
This Agreement is made on the 2nd day of April 2025
Between
RETHINKABLE
And:
CLIENT/SERVICE USER
Parties
RETHINKABLE (11 Sandridge, Crowborough, East Sussex, TN6 1JE)
CLIENT/SERVICE USER
Background
A. Rethinkable is a floating support service specializing in working with individuals with mental health disorders. Rethinkable provides weekly floating support services to encourage maintenance of home environments, increase independence, access the community, book appointments, and access benefits.
B. In addition to its floating support services, Rethinkable offers a separate decluttering and deep clean service, which is priced separately from the floating support service. All deep clean services are quoted prior to the start of work and can be performed over consecutive days or weeks.
C. This Agreement sets forth the terms and conditions under which Rethinkable will provide its support services to the "Client/Service User".
D. The Agreement governs the relationship between Rethinkable and the Client/Service User for the duration of the support services provided by Rethinkable.
E. The support services covered by this Agreement include, but are not limited to, floating support, decluttering, and deep cleaning services, as further described in subsequent sections of this Agreement.
F. This Agreement is governed by the laws of England and Wales, and any disputes arising from this Agreement shall be subject to the jurisdiction of the courts of England and Wales.
Definitions
1.1 Agreement means this legally binding document, including all its sections, schedules, and appendices, that outlines the terms and conditions governing the relationship between Rethinkable and the Client/Service User.
1.2 Rethinkable or Service Provider means Rethinkable, a Partnership registered and having its registered office at 11 Sandridge, Crowborough, East Sussex, TN6 1JE.
1.3 Client/Service User means, an individual receiving support from Rethinkable at their residence and Clients paying, if not the individual receiving support.
1.4 Floating Support Services means the weekly support services provided by Rethinkable to the Client/Service User, including but not limited to, encouraging maintenance of home environments, increasing independence, accessing the community, booking appointments, and accessing benefits.
1.5 Decluttering and Deep Clean Services means the separate services offered by Rethinkable for decluttering and deep cleaning of the Client/Service User's premises, which are priced separately from the Floating Support Services.
1.6 Support Session or Service Session means a scheduled period during which Rethinkable provides its Floating Support Services to the Client/Service User.
1.7 Cancellation means the act of cancelling or rescheduling a Support Session by either party, subject to the terms and conditions outlined in this Agreement.
1.8 Termination means the act of ending this Agreement and the provision of services by either party, subject to the terms and conditions outlined in this Agreement.
1.9 Fees or Service Fees means the charges or rates applicable for the services provided by Rethinkable, as specified in this Agreement.
1.10 Governing Law means the laws of England and Wales, which govern the interpretation and enforcement of this Agreement.
Services
2.1 Service Offerings. Rethinkable shall provide the following services to the Client/Service User:
(a) Floating Support Services, which include weekly support to encourage maintenance of home environments, increase independence, access the community, book appointments, and access benefits. Each client will have a set time and day during the week for support to commence as agreed after the initial consultation and this will be their agreed support time each week.
(b) Decluttering and Deep Clean Services, which involve the removal of clutter and deep cleaning of the Client/Service User's premises, as further described in Clause 2.4.
2.2 Service Delivery. Rethinkable shall provide the Services in a professional and timely manner, using qualified and trained staff or contractors. The Client/Service User shall provide Rethinkable with reasonable access, information, and cooperation necessary for the delivery of the Services.
2.3 Service Standards. Rethinkable shall perform the Services in accordance with applicable laws, regulations, and industry standards, including but not limited to the Equality Act 2010 and relevant codes of practice for mental health support services. Rethinkable shall maintain confidentiality and respect the privacy of the Client/Service User at all times.
2.4 Decluttering and Deep Clean Services.
(a) Quotes. Prior to the commencement of any Decluttering and Deep Clean Services, Rethinkable shall provide the Client/Service User with a written quote specifying the scope of work, estimated duration, and applicable fees. The Client/Service User must accept the quote in writing before Rethinkable commences the services.
(b) Pricing. The fees for Decluttering and Deep Clean Services shall be based on the size of the area, level of clutter, duration of service, and any other relevant factors. Rethinkable reserves the right to adjust the fees if the scope of work changes or additional services are required.
2.5 Service Modifications. The Client/Service User may request modifications to the scope or nature of the Services by providing written notice to Rethinkable. Rethinkable shall review such requests and may agree to the modifications, subject to any necessary adjustments to the fees or other terms of this Agreement.
2.6 Limitations and Exclusions. Rethinkable reserves the right to refuse or discontinue the provision of Services in the following circumstances:
(a) If the Client/Service User fails to provide a safe working environment or cooperate with Rethinkable's staff or contractors.
(b)If the Client/Service User breaches any terms of this Agreement, including but not limited to non-payment of fees.
(c) If Rethinkable determines, in its sole discretion, that the provision of Services may pose a risk to the health, safety, or well-being of its staff, contractors, or the Client/Service User.
2.7 Client/Service User Responsibilities. The Client/Service User shall:
(a) Provide a safe and suitable environment for the delivery of the Services.
(b) Follow any reasonable instructions or guidelines provided by Rethinkable's staff or contractors in relation to the Services.
(c) Cooperate with Rethinkable's staff or contractors and provide any necessary information or assistance required for the delivery of the Services.
2.8. Support Worker Allocation
(a) In usual circumstances, Rethinkable will provide one or two support workers for their floating support service, dependent on circumstances.
(b) If there has been previous history of violence, two support workers will be contracted to work with the client as standard and without exception.
3. Fees and Payment
3.1 Service Fees
(a) Rethinkable shall charge the Client/Service User fees for the provision of its services as follows:
(b) Floating Support Service: £25 per hour per support worker.
(c) Decluttering and Deep Clean Service: Quoted separately for each job prior to the commencement of work.
(d) All fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, which shall be charged at the prevailing rate.
(e) Rethinkable reserves the right to modify its fees and pricing structure from time to time, subject to providing the Client/Service User with at least 30 days' prior written notice.
3.2 Payment Terms
(a)Invoices shall be issued by Rethinkable on a monthly basis for the Floating Support Service and upon completion of each Decluttering and Deep Clean Service job.
(b) The Client/Service User shall pay all invoices within 14 days of the invoice date.
(c) Payments shall be made by bank transfer or any other method agreed upon by the parties in writing.
(d)If the Client/Service User fails to make payment by the due date, Rethinkable reserves the right to charge interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until the date of actual payment.
3.3 Cancellation and Termination Fees
(a) If the Client/Service User cancels a scheduled Floating Support Service session within 48 hours of the scheduled session, Rethinkable shall charge the full fee for that session as if it had been provided.
(b) If the Client/Service User cancels a scheduled Floating Support Service session more than 48 hours in advance, a £14 cancellation fee shall be charged.
(c) Rethinkable reserves the right to terminate the provision of its services to the Client/Service User if the Client/Service User cancels 3 consecutive scheduled Floating Support Service sessions.
(d) In the event of termination by Rethinkable pursuant to clause 3.3.3, the Client/Service User shall not be entitled to any refund of fees paid in advance.
4. Cancellation and Termination
4.1 Cancellation by the Client/Service User
(a) The Client/Service User may cancel a scheduled Support Session by providing written notice to Rethinkable at least 48 hours prior to the scheduled date of the Support Session.
(b) If the Client/Service User cancels a Support Session with less than 48 hours notice, Rethinkable shall be entitled to charge the Client/Service User a cancellation fee equal to the normal rate of £25.00 per hour, per Support Worker scheduled for the cancelled Support Session.
4.2 Cancellation by Rethinkable
(a) Rethinkable reserves the right to cancel or reschedule a Support Session due to staff unavailability, emergencies, or events of force majeure, as defined in Section 10 of this Agreement.
(b) In the event of a cancellation or rescheduling by Rethinkable, Rethinkable shall provide the Client/Service User with as much notice as reasonably possible and shall work with the Client/Service User to reschedule the Support Session at a mutually convenient time.
(c) If Rethinkable cancels a Support Session, the Client/Service User shall be entitled to a refund or credit for any fees paid in advance for the cancelled Support Session.
4.3 Termination by the Client/Service User
(a) The Client/Service User may terminate this Agreement and the provision of Support Services by Rethinkable by providing written notice to Rethinkable at least 7 days in advance.
(b) In the event of termination by the Client/Service User, the Client/Service User shall be responsible for paying any outstanding fees or charges for Support Services rendered up to the effective date of termination.
4.4 Termination by Rethinkable
(a) Rethinkable reserves the right to terminate this Agreement and the provision of Support Services in the event of:
(i) Non-payment of fees or charges by the Client/Service User;
(ii) Breach of this Agreement by the Client/Service User;
(iii) Cancellation of 3 consecutive scheduled Support Sessions by the Client/Service User.
(iv) Any instance of violence, threat of violence, aggression, sexual behaviour or any verbal or physical threatening behaviour by the Client/Service User towards Rethinkable staff or representatives.
(b) In the event of termination by Rethinkable, Rethinkable shall provide the Client/Service User with written notice at least 7 days in advance, except in cases of non-payment, violent behaviour as stated in 4.3.b or material breach, where termination may be immediate.
(c) Upon termination by Rethinkable, the Client/Service User shall be responsible for paying any outstanding fees or charges for Support Services rendered up to the effective date of termination.
4.5 Consequences of Cancellation or Termination
(a) Upon cancellation or termination of this Agreement, each party shall return to the other party any personal belongings, materials, or confidential information in its possession related to the Support Services.
(b) The confidentiality and data protection obligations of both parties, as set forth in Section 5 of this Agreement, shall survive the cancellation or termination of this Agreement.
4.6 Force Majeure
(a) Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, or other force majeure events.
(b) In the event of a force majeure event, the affected party shall promptly notify the other party in writing and shall use reasonable efforts to mitigate the effects of the force majeure event.
(c) If a force majeure event prevents or delays the performance of obligations under this Agreement for a period of more than 30 consecutive days, either party may terminate this Agreement upon written notice to the other party.
4.7 Dispute Resolution
(a) Any disputes arising from or related to the cancellation or termination of this Agreement shall be resolved through good faith negotiations between the parties.
(b) If the parties are unable to resolve the dispute through negotiations, the dispute shall be submitted to mediation in accordance with the procedures of [specify mediation service or rules].
(c) If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of [specify arbitration service or rules].
(d) The provisions of this Section 4.7 shall not preclude either party from seeking interim or injunctive relief from a court of competent jurisdiction.
4.8 Governing Law and Jurisdiction
(a) The cancellation and termination provisions of this Agreement shall be governed by and construed in accordance with the laws of England and Wales.
(b) Any legal proceedings arising from or related to the cancellation or termination of this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
5. Confidentiality
5.1 For the purposes of this Agreement, "Confidential Information" means any information, data, or materials, in any form or medium, that is identified as confidential or proprietary, or that a reasonable person would consider confidential or proprietary, including but not limited to personal information, medical records, financial information, or any other sensitive data shared by the Client/Service User in connection with the support services provided by Rethinkable.
5.2 Both parties shall keep all Confidential Information strictly confidential and shall not disclose, use, or reproduce such Confidential Information, in whole or in part, for any purpose other than as necessary for the performance of this Agreement, without the prior written consent of the other party.
5.3 Rethinkable shall implement appropriate technical and organizational measures to protect the confidentiality, integrity, and security of the Client/Service User's Confidential Information, in accordance with applicable data protection laws, including the Data Protection Act 2018 and the General Data Protection Regulation (GDPR).
5.4 Notwithstanding the foregoing, Rethinkable may disclose Confidential Information to the extent required by law, regulation, or court order, provided that Rethinkable shall, to the extent permitted by law, promptly notify the Client/Service User of such required disclosure and cooperate with the Client/Service User in seeking a protective order or other appropriate remedy.
5.5 Rethinkable may also disclose Confidential Information if, in its reasonable judgment, such disclosure is necessary to prevent or mitigate a serious and imminent threat to the health or safety of the Client/Service User or others, or to report suspected abuse or neglect as required by applicable laws and regulations.
5.6 Upon termination of this Agreement or upon written request by the Client/Service User, Rethinkable shall promptly return or securely destroy all Confidential Information in its possession or control, except as required by law or for the purpose of defending or pursuing legal claims.
5.7 The obligations of confidentiality set forth in this Section 5 shall survive the termination or expiration of this Agreement.
6. Intellectual Property
6.1 Ownership of Intellectual Property
(a) Rethinkable retains all right, title, and interest in and to its intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and other proprietary rights, in and to its services, materials, processes, and methodologies (collectively, the "Rethinkable IP").
(b) The Client/Service User acknowledges and agrees that it does not acquire any ownership rights in the Rethinkable IP by virtue of this Agreement or the provision of the support services.
6.2 License to Use Intellectual Property
(a) Rethinkable hereby grants to the Client/Service User a limited, non-exclusive, non-transferable, and revocable license to use the Rethinkable IP solely for the purpose of receiving and benefiting from the support services provided under this Agreement.
(b) The Client/Service User shall not modify, reproduce, distribute, or create derivative works based on the Rethinkable IP without Rethinkable's prior written consent.
6.3 Third-Party Intellectual Property
(a) Rethinkable may use third-party intellectual property in the provision of its services.
(b) The Client/Service User's use of any third-party intellectual property shall be subject to the applicable license terms and conditions.
6.4 Confidentiality of Intellectual Property
The Client/Service User shall maintain the confidentiality of the Rethinkable IP and shall not disclose or use it for any purpose other than receiving the support services under this Agreement.
6.5 Indemnification
The Client/Service User shall indemnify, defend, and hold harmless Rethinkable, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the Client/Service User's unauthorized use or infringement of Rethinkable's or any third party's intellectual property rights.
6.6 Survival
The provisions of this Section 6 shall survive the termination or expiration of this Agreement.
7. Liability and Indemnification
7.1 Limitation of Liability
(a) Neither party shall be liable to the other party for any indirect, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, or loss of goodwill, arising out of or in connection with this Agreement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.
(b) Except for the indemnification obligations set forth in Clause 7.2, each party's total liability to the other party for any and all claims, losses, or damages arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by the Client/Service User to Rethinkable under this Agreement during the twelve (12) month period immediately preceding the event giving rise to such liability.
(c) The limitations of liability set forth in this Clause 7.1 shall not apply in cases of gross negligence, willful misconduct, or fraud by either party, or in cases of death or personal injury caused by the negligence of either party.
7.2 Indemnification
(a) Rethinkable shall indemnify, defend, and hold harmless the Client/Service User, its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from (i) any breach of this Agreement by Rethinkable, or (ii) any negligent or willful act or omission by Rethinkable or its employees or agents in the performance of the support services.
(b)The Client/Service User shall promptly notify Rethinkable in writing of any claim or suit for which indemnification is sought, and Rethinkable shall have the right to control the defense and settlement of such claim or suit, provided that the Client/Service User shall have the right to participate in the defense at its own expense.
7.3 Third-Party Claims
In the event of any third-party claim or lawsuit arising out of or in connection with the support services provided by Rethinkable, the parties shall cooperate in good faith to defend against such claim or lawsuit, and any costs or expenses incurred in such defense shall be allocated between the parties in accordance with their respective degrees of fault or responsibility.
7.4 Insurance
Rethinkable shall maintain adequate insurance coverage, including but not limited to professional liability insurance, general liability insurance, and workers' compensation insurance, to cover its potential liabilities arising out of or in connection with the performance of the support services under this Agreement.
7.5 Compliance with Laws
Both parties shall comply with all applicable laws, regulations, and industry standards in the performance of their respective obligations under this Agreement.
7.6 Disclaimer of Warranties
Except as expressly provided in this Agreement, Rethinkable makes no representations or warranties, express or implied, regarding the support services, and all such services are provided "as is" and without warranty of any kind.
8 Governing Law and Jurisdiction
8.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
8.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
8.3 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales for the purpose of enforcing any judgment or order made by those courts in connection with this Agreement.
8.4 The parties irrevocably waive any objection which they may have now or hereafter to the laying of the venue of any proceedings in the courts of England and Wales and any claim that any such proceedings have been brought in an inconvenient forum, and further irrevocably agree that a judgment in any proceedings brought in the courts of England and Wales shall be conclusive and binding upon each party and may be enforced in the courts of any other jurisdiction.
8.5 If any provision of this Section 8 is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Section 8, which shall remain in full force and effect.
8.6 Before resorting to litigation, the parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through mediation or other alternative dispute resolution methods.
9 Dispute Resolution
9.1 Amicable Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve such dispute through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party, setting forth the subject of the dispute and the relief requested. The parties shall promptly meet and confer in an effort to resolve the dispute. If the dispute is not resolved within thirty (30) days from the date of the notice, or such further period as the parties may agree upon in writing, the dispute shall be resolved in accordance with the procedures set forth in this Section 9.
9.2 Mediation. If the parties are unable to resolve the dispute through amicable negotiations, the dispute shall be submitted to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The parties shall agree upon a mediator, or if they cannot agree, the mediator shall be appointed by CEDR. The mediation shall be conducted in London, England, or such other location as the parties may agree upon in writing. The costs of the mediation shall be borne equally by the parties.
9.3 Arbitration. If the dispute is not resolved through mediation within sixty (60) days from the date of the appointment of the mediator, or such further period as the parties may agree upon in writing, the dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules. The number of arbitrators shall be one, and the seat of arbitration shall be London, England. The language of the arbitration shall be English.
9.4 Litigation. If the dispute is not resolved through arbitration, either party may submit the dispute to the exclusive jurisdiction of the courts of England and Wales.
9.5 Confidentiality. All negotiations, mediation, arbitration, and litigation proceedings, including any related documents and information, shall be kept strictly confidential by the parties, except as required by law or court order.
9.6 Interim Relief. Nothing in this Section 9 shall prevent either party from seeking interim or injunctive relief from any court of competent jurisdiction.
9.7 Continuing Performance. During the dispute resolution process, the parties shall continue to perform their respective obligations under this Agreement, unless otherwise agreed upon in writing or ordered by a court or arbitral tribunal.
9.8 Costs and Expenses. The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable costs and expenses, including attorneys' fees, from the non-prevailing party.
10 Force Majeure
10.1 In this Agreement, "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, wars, riots, strikes, epidemics, pandemics, government actions, or other events that could not have been reasonably foreseen or prevented by the affected party.
10.2 If a Force Majeure Event prevents or delays a party from performing its obligations under this Agreement, that party shall be excused from such performance to the extent that it is prevented or delayed by the Force Majeure Event, provided that the affected party:
(a) Promptly notifies the other party in writing of the Force Majeure Event, including its nature, expected duration, and the extent to which the affected party's performance is prevented or delayed; and
(b) Uses reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably possible.
10.3 The obligations of the affected party shall be suspended for the duration of the Force Majeure Event, but only to the extent that performance is prevented or delayed by the Force Majeure Event.
10.4 If a Force Majeure Event continues for a period of 14 consecutive days or more, either party may terminate this Agreement by providing written notice to the other party, without liability for such termination.
10.5 Notwithstanding the foregoing, a Force Majeure Event shall not excuse a party from any payment obligations under this Agreement, nor shall it excuse a party from any failure or delay in performance that could have been reasonably foreseen or prevented by the affected party.
10.6 Neither party shall be liable for any failure or delay in performance resulting from a Force Majeure Event, provided that the affected party has complied with the notice and mitigation requirements set forth in this Section 10.
11 Notices
11.1 Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by email to the relevant party's address or email address specified in Clause 11.3.
11.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
(c) if sent by email, at 9.00 am on the next Business Day after transmission.
11.3 The addresses and email addresses for service of notices are:
(a) For Rethinkable:
Address: 11 Sandridge, Crowborough, East Sussex, TN6 1JE
Email: info@rethinkable.uk
For the attention of: Oriana Bonner-Murphy and Laura Holman - CEOs
(b) For the Client/Service User:
Address: [INSERT ADDRESS]
Email: [INSERT EMAIL ADDRESS]
For the attention of: [INSERT NAME/POSITION]
11.4 Either party may change its address or email address for service by giving notice in accordance with this Clause 11.
11.5 All notices and communications shall be in the English language.
11.6 In the case of an emergency or urgent situation, either party may provide notice to the other party by telephone or in-person communication, provided that such notice is promptly confirmed in writing in accordance with this Clause 11.
11.7 A notice or communication given in accordance with this Clause 11 but received on a non-Business Day or after 5.00 pm on a Business Day shall be deemed to have been received on the next Business Day.
11.8 Failure to provide notice in accordance with this Clause 11 shall not invalidate the notice or communication, but the party giving the notice or communication shall be responsible for any losses, damages, or expenses incurred by the other party as a result of such failure.
12 Entire Agreement
12.1 This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to the same subject matter.
12.2 This Agreement represents the complete and final expression of the parties' intent and cannot be contradicted by evidence of prior or contemporaneous oral agreements or understandings.
12.3 No extrinsic evidence of any kind, except as permitted by applicable law, shall be used to interpret, modify, or contradict the terms of this Agreement.
12.4 Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.
12.5 If any provision of this Agreement, including this Section 12 (Entire Agreement), is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
13 Amendments
13.1 No amendment, modification, or variation of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Parties.
13.2 Either Party may propose amendments to this Agreement by providing written notice to the other Party, specifying the proposed amendments and the reasons for such amendments.
13.3 The Parties shall negotiate in good faith to consider and agree upon any proposed amendments.
13.4 If the Parties cannot reach an agreement on the proposed amendments within thirty (30) days of the written notice, the matter shall be referred to the dispute resolution process outlined in Section 9 of this Agreement.
13.5 Any agreed amendments shall be effective from the date specified in the written amendment agreement or, if no date is specified, from the date of execution of the amendment agreement by both Parties.
13.6 Amendments shall not have retroactive effect unless expressly agreed upon by both Parties in writing.
13.7 All amendments shall be documented and maintained as part of the Agreement's records.
13.8 Any amendments to this Agreement shall comply with all applicable laws and regulations, including but not limited to consumer protection laws and mental health service regulations in England and Wales.
13.9 If any part of an amendment is found to be invalid or unenforceable, the remaining parts of the amendment and the original Agreement shall remain in full force and effect.
13.10 Notices regarding proposed amendments shall be sent to the following addresses:
(a) For Rethinkable: 11 Sandridge, Crowborough, East Sussex, TN6 1JE or info@rethinkable.uk
(b) For Client/Service User: Address held on system for named Client
14 Assignment
14.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.
14.2 Any purported assignment in breach of this clause shall be null and void.
14.3 This Agreement is personal to the parties and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14.4 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14.5 If a party assigns or transfers its rights and obligations under this Agreement to a third party in accordance with clause 14.1, the assignee shall assume all rights and obligations of the assigning party under this Agreement and agree to be bound by the terms of this Agreement.
14.6 Any assignment or transfer of rights and obligations under this Agreement shall be made in writing and shall be subject to the governing law and jurisdiction provisions set forth in this Agreement.
14.7 No assignment or transfer of rights and obligations under this Agreement shall be permitted if such assignment or transfer would violate any applicable law or regulation, or would be contrary to public policy.
15 Severability
15.1 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
15.2 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, but would be valid, legal, or enforceable if some part of the provision were deleted or modified, the provision in question shall apply with such deletions or modifications as may be necessary to make it valid, legal, and enforceable.
15.3 The parties shall use reasonable efforts to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the original intent of the parties as closely as possible.
15.4 The determination of the validity, legality, or enforceability of any provision of this Agreement, and the severance, modification, or replacement of any invalid, illegal, or unenforceable provision, shall be governed by and construed in accordance with the laws of England and Wales.
15.5 Any disputes arising from the application or interpretation of this Severability section shall be subject to the exclusive jurisdiction of the courts of England and Wales.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of 3rd February 2025.[RETHINKABLE]
By: __OBM_____________________
Name: Oriana Bonner-Murphy
Title: CEO/Support Worker
By: ___LH____________________
Name: Laura Holman
Title: CEO/Support Worker