Terms and Conditions

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Our standard terms and conditions are as follows:

Definitions

 

In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings:

“Agreement” – This Consultancy Service Agreement including each and every Statement of Works;

“Business Day” – A day other than a Saturday or Sunday when the main clearing banks in London are open for a full range of business banking transactions;

“Data Protection Legislation” – the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time;

“Deliverables” – the outputs from the provision of the Services including those described in Schedule 1 or in any Statement of Works;

“Intellectual Property Rights”  –  all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;

“Services” – the services to be provided by the Company as specified in Schedule 1 or in any Statement of Works;

“Statement of Works” – a statement agreed between the Company and the Client from time to time specifying works to be carried out by and deliverables to be provided by the Company.

 

 

1.         Interpretation

 

1.1       Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

 

1.2       The headings in this Agreement are for convenience only and shall not affect its interpretation.

 

1.3       Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this Agreement unless expressly stated to the contrary.

 

1.4       Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted.

 

1.5       Use of the word “including” is without prejudice to the generality.

 

 

2.         Provision of the Services

 

The Company shall provide and perform the Services on the terms and conditions of this Agreement and will do so:

1.1       in compliance with all applicable laws, regulations, codes of practice and professional standards;

1.2       with reasonable skill and care;

1.3       in accordance with the terms of this Agreement, including the timescales specified in Schedule 1 or any Statement of Works;

1.4       in accordance with good professional practice.

 

 

3.         Personnel

 

3.1       The Company shall use its reasonable endeavours to ensure that the same personnel

provide the Services in order to maintain consistency and build a relationship with

the Client.

 

3.2       The Company shall use its reasonable endeavours to ensure that its personnel

comply with the Client’s site regulations when the Company’s personnel are on the

Client’s premises.

 

 

4.         Obligations of the Client

 

4.1       The Client shall provide the Company with such information and access to such

facilities and personnel as the Company shall reasonably require in order to provide

the Services.

 

4.2       The Client shall make such decisions and provide such instructions as the Company

shall require and at the time that the Company requires to enable the Company to

provide the Services.

 

4.3       The Client acknowledges that the Company’s ability to provide the Services and to

meet any timeframe agreed for the provision of the Services is dependent on the

Client providing that information and access and providing those decisions and

instructions at the times required by the Company.

 

 

5.         Intellectual Property

 

5.1       Any pre-existing Intellectual Property Rights of either party that are made available

for use in connection with the provision of the Services shall remain vested in that

party; the other party shall have a licence to use those rights so far as may be

necessary to enable that party to provide or to enjoy the benefit of the Services.

 

5.2       All Intellectual Property Rights that are created in the course of the provision of the

Services and in the Deliverables shall belong to the Company; the Client shall have a

royalty free, perpetual licence to use those rights as envisaged by this Agreement to

enable the Client to have the benefit of the Services and the Deliverables for use

within the Client’s own business.

 

5.3       The Company warrants to the Client that the Deliverables will not in any way infringe

the Intellectual Property Rights of any other person and the Company will indemnify

the Client and keep the Client fully indemnified in respect of any losses, liabilities,

demands, actions and claims that the Client might incur or suffer as a result of any

breach of this warranty.

 

5.4       If the indemnity in clause 5.3 is to be called upon the Client shall:

 

5.4.1    Promptly notify the Company in writing of the claim;

 

5.4.2    make no admission or settlement without the Company’s prior written consent;

 

5.4.3    allow the Company to have control over the conduct of the claim including any

litigation; and

 

5.4.4    give the Company such assistance and information that the Company reasonably

requires.

 

5.4.5    The Company shall have no liability under the indemnity in clause 5.3 where the

alleged infringement arises from the Client using the Deliverables in any manner or

for any purpose other than those for which they were provided.

 

 

6.         Confidentiality

 

6.1       The Company and the Client may during the course of this Agreement and in

connection with the Services obtain information relating to the other party which is

not made available generally by that other party (“Confidential Information”).

 

6.2       The receiving party shall;

 

6.2.1    keep all Confidential Information confidential and not disclose it to any person (save

as required by law); and

 

6.2.2    use the Confidential Information only for the purpose for which it was provided and

for no other purpose.

 

 

7.         Data Protection

 

7.1       Both parties will comply with all applicable requirements of the Data Protection

Legislation. This is in addition to, and does not relieve, remove or replace, a party’s

obligations under the Data Protection Legislation.

 

7.2        The parties acknowledge that for the purposes of the Data Protection Legislation,

the Client is the data controller and the Company is the data processor (where “Data

Controller” and “Data Processor” have the meanings as defined in the Data protection Legislation).

 

7.3       The Client will ensure that it has all necessary appropriate consents and notices in

place to enable lawful transfer of the personal data to the Company for the duration

and purposes of this agreement.

 

7.4       The Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement:

7.4.1     process that personal data only for the purposes of this agreement or on the Client’s written instructions;

7.4.2     ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;

7.4.3    ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

7.4.4    not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:

7.4.4.1 the Company has provided appropriate safeguards in relation to the transfer;

7.4.4.2 the data subject has enforceable rights and effective legal remedies;

7.4.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

7.4.4.4 the Company complies with the Client’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data;

7.4.5    assist the Client in responding to any request from a data subject and in ensuring

compliance with its obligations under the Data Protection Legislation with respect to

security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

 

7.4.6    notify the Client without undue delay on becoming aware of a personal data breach;

7.4.7    at the Client’s written direction, delete or return personal data and copies thereof to

the Client on termination of this agreement unless required by applicable law to store the personal data;

 

7.4.8    maintain records and information to demonstrate its compliance with these         provisions.

 

 

8.         Fees

8.1       The Company shall charge and the Client shall pay the amounts set out or calculated in accordance with Schedule 1 and/or the relevant Statement of Works.

8.2       Where the fees are to be calculated on a time and materials basis, the Company may increase those fees on giving not less than one month’s written notice to the Client.

8.3       Any sums stated in this Agreement (including in the Schedule and in any Statement of Works) are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Client in addition.

8.4       The Client shall in addition reimburse the Company for expenses including those that are specified in Schedule 1 or the relevant Statement of Works provided they are reasonable and properly incurred.

 

9.         Payment

 

9.1       The Company shall invoice the Client on the basis set out in the Schedule or in the relevant Statement of Works or, if payment details are not set out, monthly in arrears.

 

9.2       The Client shall pay all valid and properly submitted invoices not later than 30 days after they are received or at such other times as may be specified in the Schedule or the relevant Statement of Works.

 

9.3       If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have:

 

9.3.1    suspend provision of the Services until payment in full including any interest is received; and/or

 

9.3.2    charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.

 

9.4       The Client shall pay all invoices in full without any set-off or deduction.

 

10.        Duration

 

This Agreement shall commence on the date stated at the beginning and shall continue in force, subject to early termination in accordance with the next following clause, until terminated by either party giving to the other not less than two months’ notice, such notice to expire at any time.

11.       Termination

 

Either party may terminate this Agreement forthwith on notice to the other party if that other party:

 

11.1     is in material breach of any of the terms of this Agreement and, where the

            breach is capable of being remedied, fails to remedy the breach within 20 Business

Days of service of notice specifying the breach and requiring it to be remedied;

 

11.2     has a petition granted for its winding up or has a liquidator, administrator, receiver

or administrator appointed in respect of it, enters into an arrangement with its

creditors or ceases, or threatens to cease, trading.

 

 

12.        Consequences of Termination

 

12.1      Termination under clause 11 or clause 12 may be in respect of any individual

Statement of Works or in respect of this Agreement including all Statements of Works.

 

12.2     On termination of this Agreement for any reason and at the end of the provision of

the Services, the Company shall return all property, equipment, documentation and

other things provided to it by the Client in connection with the provision of the

Services.

 

12.3     Termination of this Agreement or any Statement of Works shall not affect any right

or remedy which has accrued due at the time of termination.

 

13.       Liability

 

13.1     Nothing in this Agreement shall limit or exclude the liability of either party for death

or personal injury caused by the negligence of that party, its employees, agents or

sub-contractors, or for fraud.

13.2     Subject to clause 13.1, the Company shall have no liability to the Client in connection

with this Agreement for any loss of profits, loss of revenue, loss of business, loss of

contract, loss of goodwill, loss of data or failure to make anticipated savings or any

indirect or consequential loss, whether this results from breach of contract,

negligence or otherwise.
 

13.3     Subject to clauses 13.1 and 13.2 the maximum aggregate liability of the Company to

the Client under or in connection with this Agreement and whether resulting from

breach of contract, negligence or otherwise shall not exceed the amount payable by

the Client under this Agreement in respect of the 12 months fees or £250,000,

whichever is the lower, prior to the date on which such liability arises.

 

 

14.        Force majeure

 

14.1     Neither party shall have any liability for any failure to perform or delay in performing

any of its obligations under this Agreement if and to the extent that such failure or

delay is caused by reasons, circumstances or events beyond the reasonable control

of that party.

14.2     If a party is affected by any circumstance or event of the type described in clause

14.1, that party shall notify the other party as soon as reasonably practicable and the

parties shall each use all reasonable endeavours to minimise the impact on the

obligations that are affected.

 

 

 

15.        Personal Agreement

 

15.1     This Agreement is personal to the Company and the Client and neither of them shall

assign any of their rights under this Agreement without the prior written consent of

the other.

15.2     The Company may sub-contract part or parts of its obligations under this Agreement

but shall remain liable for the performance of those parts that have been sub-

contracted.

 

15.3     The parties do not intend any person who is not a party to this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or

otherwise.

 

 

16.        Entire Agreement

 

This Agreement (together with any Statements of Works) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.

 

17.        Status

 

17.1     The Company and the Client are each independent contractor and nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.

 

17.2     The Company shall have no authority to incur any liability or expense on behalf of

the Client or to make any promise, representation or commitment that might be

binding on the Client without the prior written consent of the Client.

 

 

 

18.       Notices

 

18.1      Any notices that are required under this Agreement shall be in writing and shall be

served on the relevant party at its registered office address.

 

18.2      Notices may be served by:

18.2.1  personal delivery, in which case they shall be deemed to be served when delivered;

 

or
 

18.2.2  first class pre-paid post, in which case they shall be deemed to be served on the

second Business Day after the day of posting.

 

 

19.         Resolution of Disputes

 

If any differences or disputes arise between the Company and the Client in connection with this Agreement, they shall use all reasonable endeavours to resolve them by discussions
between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.

 

 

20.        Changes, Variations and Waiver

 

20.1     If either party wishes to propose a change to the Services or any other provision of

this Agreement, that party shall inform the other party of the proposed change and

the parties shall work together to determine whether they are willing and able to

agree the terms that are necessary to implement the change.

20.2     This Agreement may only be varied or any right under this Agreement waived by a

written document signed by authorised representatives of both parties.

20.3     If a party does not on any occasion insist on the strict observance or performance of

any rights under or of any provision of this Agreement, that will not amount to a

waiver of those rights or that provision.

 

 

21.        Severability

 

21.1      If any provision or part-provision of this Agreement is or becomes invalid,

            illegal or unenforceable, it shall be deemed modified to the minimum extent

            necessary to make it valid, legal and enforceable.

 

21.2      If such modification is not possible, the relevant provision or part-provision shall be

deemed deleted.

 

21.3      Any modification to or deletion of a provision or part-provision under this clause

shall not affect the validity and enforceability of the rest of this Agreement.

 

 

22.      Law and Jurisdiction

This Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.

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