Terms and Conditions

#1. Order of Priority

1.1. If there is a conflict between any of the provisions of the Order Form or any of the Terms and Conditions the conflict will be resolved according to the following order of priority:

(a) First: the Order Form;

(b) Second: these Terms and Conditions.

#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 all applicable data protection laws in the United Kingdom, including the UK General Data Protection Regulation and the Data Protection Act 2018.

9.2 Unless otherwise stated in the Order Form, each party acts as an independent Controller in respect of any Personal Data it processes under this Agreement.

9.3 Where the Supplier processes Personal Data on behalf of the Customer as a Processor, Clauses 9.3 to 9.17 shall apply and shall constitute the written data processing agreement required under the Data Protection Laws.

9.4 The Supplier shall process Personal Data only on the documented written instructions of the Customer, unless required to do so by applicable law. In such circumstances, the Supplier shall inform the Customer unless prohibited by law.

9.5 The Supplier shall ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations.

9.6 The Supplier shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the nature of the processing, the risks presented and the size and resources of the Supplier.

9.7 The Supplier shall be entitled to engage Sub-Processors provided that such Sub-Processors are subject to data protection obligations no less protective than those set out in this Clause.

9.8 The Supplier shall remain responsible for the acts and omissions of any Sub-Processor in relation to the processing of Personal Data.

9.9 The Supplier shall provide reasonable assistance to the Customer, insofar as such assistance relates to the Supplier’s processing activities and is proportionate to the Services, to enable the Customer to comply with its obligations in respect of data subjects’ rights under the Data Protection Laws.

9.10 Where required by Data Protection Laws, the Supplier shall provide reasonable cooperation in relation to data protection impact assessments, provided that such cooperation is limited to information reasonably available to the Supplier and does not require the provision of legal advice or disproportionate effort.

9.11 The Supplier shall notify the Customer without undue delay after becoming aware of any Personal Data breach relating to the Services and shall provide such information as is reasonably available to assist the Customer in meeting its obligations under the Data Protection Laws.

9.12 Except where permitted by Data Protection Laws, the Supplier shall not knowingly transfer Personal Data outside the United Kingdom, European Union or the European Economic Area without ensuring that appropriate safeguards are in place.

9.13 Upon termination of the Services, the Supplier shall, at the Customer’s written request, delete or return Personal Data processed on behalf of the Customer, save to the extent that retention is required by applicable law.

9.14 The Supplier shall make available to the Customer such information as is reasonably necessary to demonstrate compliance with this Clause.

9.15 The Supplier shall, on reasonable request, provide a summary description of its technical and organisational security measures.

9.16 The Customer may conduct an audit of the Supplier’s compliance with this Clause no more than once in any twelve-month period, on reasonable written notice, during normal business hours, and provided that such audit does not unreasonably interfere with the Supplier’s business. Audits shall be conducted at the Customer’s expense unless a material breach is identified.

9.17 Any liability arising under this Clause shall be subject to the limitations of liability set out in Clause 10.

#10. Limitation of Liability

10.1 The following provisions set out the entire financial liability of each Party (including without limitation any liability for the acts or omissions of their employees, agents and sub-contractors) to the other Party in respect of:

(a) any breach of this Agreement howsoever arising; and

(b) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with this Agreement or the Services.

10.2 All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

10.3 Nothing in this Agreement shall limit or exclude a Party’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot lawfully be limited or excluded.

10.4 Subject to Clause 10.3, neither Party shall be liable to the other Party for any loss of profit, loss of business, or any indirect or consequential loss arising under or in connection with this Agreement or the provision of the Services.

10.5 Subject to Clauses 10.3 and 10.4, the Supplier’s total aggregate liability arising under or in connection with the relevant Order Form, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Customer under that Order Form in the twelve (12) months preceding the event giving rise to the claim.

10.6 The Supplier warrants that it maintains business insurance, including professional indemnity insurance, with a reputable insurer for a minimum cover level of £100,000 per claim.

10.7 For the avoidance of doubt, the existence, amount or availability of insurance shall not operate to increase the Supplier’s liability beyond the limits expressly set out in this Clause 10.

#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.

#Interpretations and 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.

"Confidential Information" any information, (whether verbal or in writing or on magnetic or any other media) relating to the other Party’s marketing or business development, business operations, business affairs, products, processes, technology, Intellectual Property Rights, Inventions, trade secrets, suppliers and customers associations, transactions, financial arrangements or in relation to any activities of either Party or any person, firm, customer or company with whom either Party has any dealings and which is made available to either party under or in connection with the Agreement which is marked as such or which should by its nature be reasonably understood to be confidential by the other Party;

"Controller" has the meaning given to that term (or the term ‘data controller’) in the Data Protection Laws.

"Customer Data" means any data or software provided by the Customer in connection with the Services belonging to the Customer or the Customer’s clients or otherwise made available to the Supplier for use in undertaking the Services;

"Data Protection Laws" all applicable laws, rules and regulations applicable from time to time in force in the United Kingdom relating to data protection, privacy and/or the processing of data relating to identified or identifiable individuals from time to time, including the Data Protection Act 2018 (and regulations made thereunder), the UK GDPR, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other laws and regulations that implement, supplement or amend the same.

"Deliverables" means all reports, analyses, documents, presentations or other materials produced by the Supplier for the Customer in the course of providing the Services.

"UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

"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.

"Personal Data" personal data (as defined in the Data Protection Laws) received from or on behalf of the Customer or about the personnel of the Customer in connection with the performance of the Suppliers obligations under this Agreement (including any personal data forming part of the Customer Data);

"Processor" has the meaning given to that term (or the term ‘Data Processor’) in the Data Protection Laws.

"Services" means the consultancy services to be provided by the Supplier as set out in any Order Form agreed between the parties.

"Sub-Processor" another Processor engaged by the Supplier for carrying out processing activities in respect of Personal Data on behalf of the Customer;

"Order Form" means a document agreed in writing between the parties setting out the scope, Deliverables, fees and timeline for the Services.