STEER is an HMRC approved tax-free payment scheme set up by Barker Ross Staffing Solutions Ltd for mobile employees on Contracts of Employment.Employees are classified as mobile if they are expected to work on assigments at a number of different client sites, such that they are not at one workplace for longer than a 24 month period.The tax-free payment replaces some taxable pay to reimburse [travel costs (to and from work) and/or] food costs incurred whilst at work*. This means that although employees' hourly pay rate is less, their take home money is more.

Barker Ross Staffing Solutions Ltd is introducing STEER as a way of offering further benefits to our flexible employees. Does this apply to me?In order to benefit from STEER you must be eligible for STEER.
That is;

• You work, or are available to work, at a number of different client sites; and
• It must not be reasonable to assume that you will work at the client site for longer than 24 months.
• [You must not be a student working, on a P38(S) form]

If you are eligible for STEER payments, you will qualify to be paid STEER in respect of a shift at a client site if:

• Your shift is a minimum of 5 hours long; and
• [Your earnings would not reduce below the National Insurance Contributions Earnings Threshold if you were paid STEER in the pay-week or pay-month concerned.]

If you do not meet eligibility requirements, you cannot qualify for STEER payments, regardless of the length of your shift. If you do not currently pay tax and/or NIC, you may not benefit from STEER (assuming you qualify).However, if you are not able to benefit from STEER now, for whatever reason, this does not mean that you benefit in the future if your working patterns change. For example, you may become eligible but you do not currently qualify, you may qualify later on if you begin to work longer shifts.

How will my pay and STEER allowance be calculated?If you are eligible and qualify for STEER, you payslip will show a STEER adjustment and a STEER payment for each qualifying shift.Any tax and NIC savings should exceed the additional adjustment made. This means that if you do not receive your STEER payment, you pay will not be adjusted. Please see the payslip examples in this leaflet which illustrate how this works.

How can I calculate exactly what my extra take-home money will be?Your STEER payments each week will vary according to your pay rates and hours worked to ensure no breach of the national minimum wage rules.Whilst it is possible to calculate your STEER payment (and STEER adjustment) for any rate of pay and hours worked, the benefit from STEER in terms of increased take-home money will depend on personal NIC and tax rates (according to each individual's circumstances), together with National Minimum Wage regulations. For these reasons it has not been practical to produce a STEER calculator i.e. the number of calculations using different pay rates, hours worked, and perosnal NIC and tax rates would be far too large.

How will I benefit from STEER?At the moment, you pay for your own food costs whilst at work. You do not receive any allowances to cover this daily expenditure. However, once you join the plan/arrangement, you will be entitled to receive a tax-free payment which will help towards paying for these costs.In respect of shifts for which you would otherwise pay tax and/or NIC, the STEER tax-free payment sould mean that you may take home more money. Please see the example payslips which illustrate the general priniciples of how this works based on the new benchmarked scale rate of £5 (for 5 hours work) or £10 (for 10 hours of work)

Do I have to submit the receipts for my food costs in order to receive STEER?No, STEER is an amount that is paid automatically to you on a scale rate for the qualifying shift.

I have already worked at the same client site for two years. Will I be able to benefit from STEER?You will not be clasified as a mobile employee, and therefore not eligible if you have worked at the same client site for two years.

What happens if I am expected to work at the same client site for over two years?If you are expected to work at the same client site for more than two years, you will not be eligible for STEER from the moment it is expected that you will exceed the 24 month limit (as you will not be classified as a mobile employee from that time)

I'm a student. Can I benefit from STEER?You can be employed if you complete a P38(S), but you cannot join STEER as you do not pay full NIC and tax, If you work during term-time and pay full NIC and tax, you may become eligible for STEER.

I'm an employee nearing/at retirement age can I benefit from STEER?Employees nearing or at retirement age my not pay sufficient PAYE/NIC to make STEER worthwhile for them. Consequently, you may wish to consider whether you want to participate in STEER.Further information can be provided on request.Will joining STEER affect my state benefits. Because you pay less NIC if you receive STEER payments, state benefits that are related to NIC may reduce slightly (e.g. state second pension).Payments that are related to your gross taxable pay may be affected in one of two ways:1. They may be slightly more (e.g. tax credits); or2. They may be slightly less (e.g. statutory maternity pay, and statutory sick pay).Finally, certain 'means' tested state benefits may relate to your net earnings including your STEER payments. This may have a negative impact because benefits that increase if your net earnings reduce may therefore be lower if you receive STEER payments (e.g. council tax benefit).For further information on how this may affect your pension please refer to the Pension services website at www.thepensionservice.gov.uk

Do I have to join?The plan is an optional benefit for you, so you do not have to join. However if you do not participate, you will not benefit by increased take home money that STEER provides.

If I am eligible to join but wish to opt out, can I join later?It is not intended that people will be able to opt in and out of STEER at any time. You will only be able to opt back in at formal Assessment Dates (the next one is in [10] months time), or following certain changes in your personal circumstances (lifestyle event).

If I join and change my mind, can I leave the plan?You can leave STEER on the Assessment Dates [(10 months after joining, then every subsequent 12 months thereafter)], or following certain changes in your personal circumstances (lifestyle event). All you have to do is let us know in writing. Your records will be updated accordingly and you will stop receiving your STEER payment and your take home money will reduce to the level it would be without STEER.

What happens if I leave Barker Ross Staffing Solutions Ltd?Your STEER payment is an optional benefit available when you work on assignments through Barker Ross Staffing Solutions Ltd. It is not available once you leave Barker Ross Staffing Solutions Ltd.

I want to join! What should I do?Providing you are eligible you will automatically be opted in STEER. We will contact you shortly to let you know when these new arrangements will commence.

1.1 You are employed by Barker Ross as a flexible employee. You will work for Barker Ross, but may from time to time be seconded to Barker Ross Recruitment Limited or Cardea Resourcing in respect of an assignment.

1.2 You will be assigned from time to time to carry out work for a Client in your work. In carrying out that work you agree to work under the direction of the Client at whose premises you are assigned to work from time to time and to carry out those duties in a loyal and trustworthy manner. You will be required to work under the Client's control and direction for the duration of the Assignment and you will be expected to take instructions from any person authorised by the Client in accordance with the requirements of the Assignment. You will be expected to observe and comply with the Client's internal policies and procedures and failure to do so may result in disciplinary action being taken against you by Barker Ross.

1.3 Details of any Assignment offered to and accepted by you will be confirmed in a Confirmation of Assignment form from Barker Ross. The form will include a description of the duties required of you in respect of the particular Assignment to which it relates, and the anticipated duration of the Assignment, if known. It will also confirm the identity and address of the Client to whom you will be assigned, the anticipated start date, the anticipated hours, the remuneration and the expenses paid to or by you. You will also be advised of what experience, training qualifications and any authorisation required by law or a professional body that the Client may deem necessary or which are required by law to work on the Assignment. Failure to meet these criteria may result in the termination of the Assignment.

1.4 Your duties may vary from Assignment to Assignment or during the duration of any Assignment undertaken by you.

1.5 Any difficulties or problems you may have in relation to an Assignment must be reported to your Barker Ross Contact.

1.6 You agree that you may be transferred to a new Assignment at any time, without restriction to location or Client, as directed by Barker Ross.

1.7 You agree that Barker Ross or the Client may terminate an Assignment at any time without prior notice or liability. Termination of an Assignment is not termination of your employment.

1.8 Whilst employed by Barker Ross you must comply with all of Barker Ross's rules, regulations and policies from time to time in force and any rules which the Client may require you to observe whilst working on their premises.

1.9 Wherever possible Barker Ross will endeavour to provide you with at least one week's notice where an Assignment is terminating. Such notice may be given verbally or in writing (to include email).

2 QUALIFYING PERIOD & TEMPORARY AGENCY WORKER

2.1 For the purpose of the definition of “Qualifying Period” of these Terms, when calculating whether any weeks completed with the Client count as continuous towards the Qualifying Period, where:

• a) You have started working an Assignment and there is a break, either between Assignments or during an Assignment, when you are not working

• b) The break is

  • (i) for any reason and not more than six Calendar Weeks
  • (ii) wholly due to the fact that you are incapable of working due to sickness or injury and the break is 28 Calendar Weeks or less; paragraph (iii) does not apply; and, if required to do so by Barker Ross , you will be required to provide reasonable medical evidence;
  • (iii) related to pregnancy, childbirth or maternity
  • (iv) Annual leave
  • (v) Jury Service
  • (vi) Planned workplace closure (i.e. Summer/Christmas closure
  • (vii) Industrial action
  • (viii) Wholly due to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v) or (vii) and
• c) You return to working in the same role with the same Client. Any weeks during which you worked for the Client prior to the break shall be carried forward and treated as counting towards the Qualifying Period with any weeks during which you work for the Client after he break. In addition when calculating the number of weeks during which you have worked, where you have started working in a role during an Assignment and are unable to continue working for a reason described in paragraph (b)(iii) or (b)(iv)i.,ii or iii, for the period that is covered by one or more such reasons, you will be deemed to be working in that role with the Client for the original intended duration or likely duration of the relevant Assignment, whichever is longer. Time spent by you working during an Assignment before 1 October 2011 will not count towards the Qualifying Period.

2.2 “Temporary Work Agency” means a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of:

• a) supplying individuals to work temporarily for and under the supervision and direction of Clients
• b) paying for, or receiving or forwarding payment for the services of individuals who are supplied to work temporarily for and under the supervision and direction of Clients. Notwithstanding paragraph (b) of this definition a person that is not a Temporary Work Agency if the person engaged in he economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for Clients. For the purpose of this definition, a “Client” means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.

3.0 ASSIGNMENTS AND INFORMATION TO BE PROVIDED

3.1 If you have completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, and if you are entitled to any terms and conditions relating to the duration of working time, night work, rest periods and /or rest breaks under the Agency Workers Regulations which are different and preferential to rights and entitlements relating to the same under the Working Time Regulations, any such terms and conditions will be set out in the relevant Assignment Details Form.

3.2 If you consider that you may have not received equal treatment under the Agency Workers Regulations, you may raise this in writing to Barker Ross setting out as fully as possible the basis of your concerns.

4.0 TEMPORARY WORKER’S OBLIGATIONS

4.1 If you accept any assignment offered by Barker Ross, as soon as possible prior to the commencement of each such Assignment and during each Assignment (as appropriate) and at any time at Barker Ross ’s request, you undertake to:

• a) Inform Barker Ross of any Calendar Weeks between 1 October and prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment in which you have worked in the same or similar role with the relevant Client via any third party and which you believe may count towards the Qualifying Period;
• b) Provide Barker Ross with all the details of such work, including (without limitation) details of where, when and the period(s) during which work was undertaken and any other details requested by Barker Ross; and

• c) Inform Barker Ross if, since 1 October 2011, you have prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment:

  • i) Completed two or more assignments with the Client;
  • ii) Completed at least one assignment with the Client and one or more earlier assignments with any member of the Client’s Group; and/or
  • iii) Worked in more than two roles during an assignment with the Client and on at least two occasions worked in a role that was not the same as the previous role.

5.0 COMMENCEMENT OF EMPLOYMENT

5.1 Your employment with Barker Ross commenced on or will commence on the date on which you start your first Assignment with Barker Ross under this Agreement and will continue until terminated in accordance with paragraph 7 below.

5.2 Your period of continuous employment with Barker Ross also commenced on or will commence on the date on which you start your first Assignment with Barker Ross under this Agreement. No employment with a previous employer counts towards your period of continuous employment with Barker Ross.

6.0 REMUNERATION

6.1 Whilst on Assignment, you will be entitled to be paid for the hours that you work, regardless of whether we are paid by the Client. Your rate of pay will at all times be no less than the National Minimum Wage currently in force per hour worked. Enhanced hourly rates upon which your pay will be based may be applicable during specific Assignments and will be notified to you. Rates of pay may differ from one Assignment to another and you will be notified in advance of the specific rate applicable for each particular Assignment. Where overtime rates are applicable, you will be notified of this at the start of any Assignment.Barker Ross shall pay you the Actual Rate of Pay unless and until you complete the Qualifying Period. The Actual Rate of Pay will be notified on a per Assignment basis and as set out in the relevant Assignment Details Form.If you have completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying period during the relevant Assignment, Barker Ross will pay you:

• a) The Actual Rate of Pay;and
• b) The Emoluments (if any),

which will be notified on a per Assignment basis and set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form.

6.2 On assignments where the original pay rate is above the National Minimum Wage currently in force, we reserve the right to reduce the pay rate to the National Minimum Wage rate for all hours worked for the week/shift to which the absence relates if the absence notification procedure (Clause 12.1-12.2) has not been followed. Barker Ross will consider mitigating factors when considering any reduction.

6.3 Payment will be made weekly in arrears directly into your bank account subject to deduction of tax and national insurance in respect of hours worked in the preceding week. You have no entitlement to pay in respect of any period when you are not on Assignment.

6.4 Whilst on Assignment you are required to record your hours of work on a weekly basis (or at the end of an Assignment if it is for less than one week) which will not include time spent travelling to and from the Client's premises, rest breaks or other times when you are on the Client's premises but not providing services.

6.5 For the purposes of the Employment Rights Act 1996, sections 13-27, you agree that Barker Ross may deduct from your remuneration any sums due from you to Barker Ross including, without limitation, your pension contributions (if any), any overpayments, loans or advances made to you by Barker Ross, non-returned Barker Ross property (including PPE), and any overpayment of holiday pay.

6.6 Holiday pay is accrued at 5.6 weeks per annum and is clearly identified on your payslip every week.

7.0 EXPENSES

7.1 You will be reimbursed for any expenses properly incurred in connection with your duties in accordance with Barker Ross's expenses policy as amended from time to time.

7.2 You may be entitled to a payment towards travel and subsistence allowance under the rules of the “STEER” Scheme as they apply from time to time. This will be paid weekly in arrears directly into your bank account and will not be subject to deduction of tax and national insurance (see Flexible Employee Handbook for further information and details of eligibility). Barker Ross reserves the right to amend or withdraw the STEER Scheme at any time. Details of the amount of the STEER allowance and the amount that will be deducted from your pay will be provided separately.

8.0 HOURS OF WORK

8.1 Barker Ross will, at all times during the currency of this contract, use its reasonable endeavours to allocate you to suitable Assignments and, as a minimum, Barker Ross guarantees (without prejudice to Barker Ross's rights under clause 10 hereof) that you will be offered at least 336 hours of work on Assignment over the course of any full 12 month period (commencing on the start date of your continuous employment) paid at a rate at least equivalent to the National Minimum Wage currently in force. Your actual hours of work will vary according to the requirements of the Client. It is a condition of your employment that you work flexibly in accordance with the Client's requirements. For part-time employees the guaranteed hours will be pro rated based upon a full-time working week of 35 hours. There is no entitlement to any particular number of hours of work on Assignment in any period shorter than 12 months. The provisions of the Apportionment Act 1870 shall not apply to this contract.

8.2 Save as provided for herein Barker Ross does not guarantee that there will always be a suitable Assignment to which you can be allocated and there may be periods when no work is available for you. In these circumstances Barker Ross has no obligation to pay you when you are not carrying out work or not on Assignment.

8.3 Should the hours of work required by any Assignment accepted by you include night work as defined in the Working Time Regulations 1998, particulars of the relevant arrangements will be notified to you at the commencement of the Assignment.

9.0 PLACE OF WORKYour place of work will vary according to each Assignment. You may be required to travel within the UK and abroad for the performance of your duties under any Assignment. Where you are required to work outside the UK for more than one month you will be given reasonable notice of that requirement and you will be provided with information in writing about the terms of your employment outside the UK.

10.0 NOTICE

10.1 If you wish to terminate your employment, you must give Barker Ross one week's notice in writing except where you serve notice to terminate your employment during an Assignment and the period of notice required under that Assignment is longer than one week in which case you must give the longer period of notice.Subject to clauses 10.4 and 10.5 Barker Ross must give you the following periods of prior written notice to terminate your employment:-

• (a) immediate notice if you have been continuously employed for less than 4 weeks;
• (b) two weeks' notice if you have been continuously employed for more than 4 weeks but less than 2 years; or
• (c) three weeks' notice if you have been continuously employed for more than 2 years but less than three years with an additional week's notice for every year of continuous employment thereafter up to a maximum of 12 weeks' notice for 12 or more years of continuous employment;

whichever is greater.

10.3 There is no guarantee that work will be available during any notice period.

10.4 You are not entitled to pay during any period of notice during which you are not working on Assignment.

10.5 You are obliged to work when required by Barker Ross. You acknowledge that Barker Ross may terminate your employment if, in Barker Ross's sole discretionary opinion, you unreasonably refuse to undertake an Assignment offered to you. In particular, following the end of an Assignment you will be provided with information on potential future Assignments. If you do not accept a new Assignment within 4 weeks of the end of your last Assignment or if you fail to contact Barker Ross within that period of time to confirm your availability for work, Barker Ross may terminate your employment and you will be issued with a P45 as confirmation of that termination.

10.6 Barker Ross may terminate your employment immediately, without notice, if you are, at any time, in Barker Ross's reasonable opinion, guilty of dishonesty or other gross misconduct or gross incompetence or wilful neglect of duty, or you commit any other serious breach of this Agreement. Examples of gross misconduct can be found in Barker Ross's disciplinary policy.

11.0 HOLIDAYS AND HOLIDAY PAY

11.1 Barker Ross's holiday year runs from April to March.

11.2 Your entitlement to holidays and holiday pay is as detailed in the Flexible Employee Handbook.Under the Agency Workers Regulations and on completion of the Qualifying Period you may be entitled to paid and/or unpaid annual leave, in addition to your entitlement to paid annual leave under the Working Time Regulations. Any such entitlement(s), the date that they will commence and how payments for such entitlements accrue, will be set out in the Assignment Details Form or any variation to the Assignment Details Form.

12.0 SICKNESS OR OTHER ABSENCE

12.1 If you are absent from work for any reason you must inform your Barker Ross Contact two hours prior to the commencement of your agreed start time on your first day of absence and on any subsequent days of absence.

12.2 Any absence due to sickness, injury or accident, should be covered by a self- certification form (which should be submitted to your Barker Ross Contact) and any sickness that continues for more than 7 consecutive days (including weekends), must be covered with a medical certificate to cover that absence. If you remain absent from work, you must produce a medical certificate to cover the entire period while you are absent. The medical certificate must state the reason for the absence and must be given to your Barker Ross Contact. If you do not follow these requirements, you may lose your entitlement to Statutory Sick Pay (“SSP”). You may also be subject to disciplinary action in terms of Barker Ross's disciplinary policy.

12.3 If you are absent from work due to sickness, injury or accident, and you comply with the requirements in this Clause and your earnings are sufficient to trigger entitlement to SSP in terms of the relevant legislation from time to time, you will be paid SSP.

12.4 Failure to follow the Absence Notification Procedure may mean that your pay rate will be reduced to the national minimum wage rate in force at the time for the whole shift/week to which the absence relates (Clause 12.1-12.2)

12.5 Barker Ross reserves the right to require you to undergo a medical examination conducted by a doctor nominated by Barker Ross, at Barker Ross's expense.

13.0 PENSION

13.1 Barker Ross operates a Stakeholder pension scheme. Please refer to the Flexible Employee Handbook for further information.

13.2 Barker Ross will not make any contributions into the Barker Ross Stakeholder Pension Plan on your behalf.

14.0 CONFIDENTIALITY

14.1 During your employment by Barker Ross, you may learn trade secrets or confidential information which relates to Barker Ross or any Client. Unless you are required to do so in the proper performance of your duties, you must not:

• (a) divulge or communicate to any person;
• (b) use for your own purposes or for any purposes other than those of Barker Ross or, as appropriate, any Client; or
• (c) cause any unauthorised disclosure, through any failure to exercise due care and attention, of;

any trade secrets or confidential information relating to Barker Ross or any group company or any Client. You must at all times use your best endeavours to prevent publication or disclosure of any trade secrets or confidential information.These restrictions apply both while you are employed by Barker Ross, and after your employment with Barker Ross terminates. The restrictions will cease to apply to any information which becomes generally available to the public, otherwise than through a failure by you to observe these restrictions.

14.2 Barker Ross may require you to enter into a specific agreement in relation to confidentiality issues or in respect of any inventions or discoveries you may make during the course of a Assignment.

15.0 DATA PROTECTION

15.1 By signing this statement, you acknowledge and agree that Barker Ross is permitted to hold personal information about you as part of its personnel and other business records, and that Barker Ross may use such information in the course of Barker Ross's business.

15.2 You agree that Barker Ross may disclose information about you to third parties if Barker Ross considers that to do so is required for the proper conduct of Barker Ross's business or that of any associated company. This Clause applies to information held, used or disclosed in any medium.

16.0 RETURN OF PROPERTY

16.1 You must upon request and, in any event, on the termination of your employment immediately return to Barker Ross any property belonging to it or to the Client which may be in your possession or under your control. A failure to do so will result in Barker Ross deducting monies from your final pay or outstanding holiday pay to cover the cost of these items. By your signature of this contract you agree to any such deduction from your final pay or outstanding holiday pay.

17.0 GRIEVANCE AND DISCIPLINARY MATTERS

17.1 The disciplinary rules which apply to you are contained in the Flexible Employee Handbook. You should ensure that you read Barker Ross's disciplinary policy.

17.2 If you have a grievance about your employment, you are entitled to raise a complaint in terms of Barker Ross's grievance policy. The grievance policy is contained in the Flexible Employee Handbook. All grievances should be directed to Barker Ross and not to the Client.

17.3 The grievance and disciplinary procedures are not contractually binding on Barker Ross. Barker Ross may alter them, or omit any or all of their stages, where it considers it appropriate.

18.0 HEALTH AND SAFETY

18.1 You should comply with the Health and Safety policy as contained in the Flexible Employee Handbook whilst working under the Client's control. You must also comply with the Client's Health and Safety policy and arrangements.

18.2 You will be advised of any health and safety risks known as advised by the Client in relation to the assignment and the steps the Client has taken to prevent or control such risks.

19.0 COLLECTIVE AGREEMENTSThere are no collective agreements which affect your terms of employment.

20.0 CALL MONITORING

During the course of an Assignment, telephone calls (or portions of telephone calls) may be monitored and/or recorded for quality control, customer service, employee training, security and other lawful purposes by the Client. In addition the Client may monitor the use you make of e-mail and the internet. You hereby consent and agree to such monitoring and recording. Your consent shall be ongoing and need not be confirmed prior to, or during such monitoring or recording.

21.0 SECURITY

21.1 The Client may require the right to carry out searches of its workplace at any time. It may also require the right to search you and your personal belongings, including the content of lockers, bags and vehicles. Should the Client require these rights as terms of the Assignment this will be confirmed to you at the start of the Assignment.

21.2 Any refusal by you to co-operate with the Client's reasonable request to search as outlined at Clause 22.1 will be treated as a disciplinary matter by Barker Ross and may result in dismissal.

21.3 In the event of a stock/financial loss you may be required to participate in the Client's investigations and co-operate where necessary with the Client's auditors and other third parties at the direction of Barker Ross.]

22.0 CHANGES TO TERMS OF EMPLOYMENT

22.1 Barker Ross reserves the right to make changes to any of your terms and conditions of employment in writing.

22.2 You will be given not less than one month's written notice of any significant changes that may be given by way of an individual notice. You will be deemed to have accepted those changes unless you notify Barker Ross of any objection in writing before the expiry of the notice period.

23.0 PREVIOUS CONTRACTSAny contract of employment which was previously issued to you by Barker Ross will cease to have any effect on the date upon which you commence work under this contract. This contract will supersede any previous contract, whether of employment or for services.

24.0 ELIGIBILITY TO WORK IN THE UKYou confirm that you are legally entitled to work in the United Kingdom. If Barker Ross discovers that you do not have permission to live and work in the United Kingdom, or if your permission to do so is revoked, Barker Ross will be entitled to terminate your employment immediately without giving you any notice or paying you in lieu of notice. Barker Ross can do so in those circumstances without giving you any warning in terms of Barker Ross's disciplinary procedure.

25.0 GOVERNING LAW AND JURISDICTION

25.1 This Agreement shall be governed and construed in accordance with the law of England & Wales.

25.2 Each party hereby submits to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of or in connection with this Agreement and its implementation and effect.