Version: 1.1 (02 November, 2025)
#1. Definitions
In this Agreement the following terms apply.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England.
"Commencement Date" means the date on which this Agreement is signed by both parties unless stated otherwise.
"Deliverables" means all reports, analyses, documents, presentations or other materials produced by the Supplier for the Customer in the course of providing the Services.
"Intellectual Property Rights" means all copyright, trade marks, design rights, database rights, rights in confidential information, and any other intellectual property rights whether registered or unregistered.
"Services" means the consultancy services to be provided by the Supplier as set out in any Order Form agreed between the parties.
"Order Form" means a document agreed in writing between the parties setting out the scope, Deliverables, fees and timeline for the Services.
#2. Appointment
2.1 The Customer appoints the Supplier to provide the Services in accordance with this Agreement. The Supplier accepts the appointment and agrees to perform the Services with reasonable skill and care.
2.2 Each Order Form forms a separate contract which incorporates this Agreement.
#3. Supplier Responsibilities
3.1 The Supplier shall:
(a) provide the Services with reasonable skill, care and diligence;
(b) perform the Services within any agreed timescales, acknowledging that time is not of the essence;
(c) ensure that personnel engaged in delivering the Services are suitably qualified and experienced;
(d) keep the Customer reasonably informed of progress; and
(e) comply with all applicable laws and regulations.
#4. Customer Responsibilities
4.1 The Customer shall:
(a) provide the Supplier with access to information, personnel and documents as reasonably required;
(b) ensure that all information supplied is accurate and complete;
(c) provide timely decisions and approvals to enable the Supplier to perform the Services; and
(d) pay the fees in accordance with Clause 7.
4.2 The Supplier shall not be liable for any delay or failure caused by the Customer’s failure to comply with its obligations.
#5. Changes to the Services
5.1 Either party may request amendments to a Order Form. No change shall take effect unless agreed in writing.
5.2 The Supplier shall notify the Customer of any impact on fees, timetable or Deliverables prior to implementing any approved change.
#6. Deliverables and Intellectual Property
6.1 All Intellectual Property Rights in Deliverables specifically created for the Customer shall vest in the Customer on payment of all applicable fees.
6.2 The Supplier retains all Intellectual Property Rights in its pre-existing materials, methodologies, know-how and tools. To the extent that such items form part of the Deliverables, the Supplier grants the Customer a non-exclusive, perpetual licence to use them for internal business purposes.
6.3 The Supplier may reuse general concepts and expertise developed during the engagement, provided that no Confidential Information is disclosed.
#7. Fees and Payment
7.1 The Customer shall pay the fees set out in the relevant Order Form.
7.2 The Supplier may charge on a fixed fee or time and materials basis as specified in the Order Form.
7.3 Invoices shall be payable within fourteen days of the invoice date.
7.4 The Supplier may charge reasonable expenses where agreed in advance.
7.5 Interest shall accrue on overdue sums at one per cent per annum above the Bank of England base rate.
#8. Confidentiality
8.1 Each party shall keep confidential all information disclosed by the other which is identified as confidential or which ought reasonably to be regarded as confidential.
8.2 This Clause does not apply to information which is publicly available, already known to the recipient, received from a third party without breach of confidence or required to be disclosed by law.
#9. Data Protection
9.1 Each party shall comply with applicable data protection laws.
9.2 The Supplier acts as an independent controller unless the parties expressly agree that the Supplier acts as a processor on behalf of the Customer, in which case additional data processing terms shall apply.
#10. Liability
10.1 Nothing in this Agreement limits either party’s liability for death or personal injury caused by negligence, fraud or any other liability which cannot lawfully be limited.
10.2 Subject to Clause 10.1, each party’s total liability arising in any twelve month period shall be limited to the total fees paid or payable under the relevant Order Form.
10.3 Neither party shall be liable for indirect or consequential loss, including loss of profits or loss of business.
#11. Term and Termination
11.1 This Agreement begins on the Commencement Date and continues until terminated.
11.2 Either party may terminate this Agreement or any Order Form by giving thirty days’ written notice.
11.3 Either party may terminate immediately if the other:
(a) commits a material breach and fails to remedy it within fourteen days of notice; or
(b) becomes insolvent.
11.4 On termination, the Customer shall pay all fees for Services performed up to the termination date.
#12. Non-Solicitation
12.1 Neither party shall solicit or hire the other’s personnel involved in the Services for twelve months following the end of the engagement, save where the individual responds to a genuinely public advertisement.
#13. Force Majeure
13.1 Neither party shall be liable for failure to perform caused by events beyond its reasonable control. If such event continues for more than thirty days either party may terminate on written notice.
#14. Notices
14.1 Notices shall be sent to the addresses stated on the Order Form or any address notified in writing.
14.2 Notices may be delivered by hand, recorded post or email with delivery confirmation.
#15. Entire Agreement
15.1 This Agreement together with any Order Form constitutes the entire agreement between the parties.
#16. Governing Law and Jurisdiction
16.1 This Agreement is governed by the law of England and Wales.
16.2 The courts of England and Wales have exclusive jurisdiction.
