Terms & Conditions

Definitions: Key terms used in this agreement include Applicable Laws (all applicable laws, statutes, regulations from time to time in force), Applicable Data Protection Laws (UK GDPR and EU GDPR related laws), Business Day (a day other than Saturday, Sunday or public holiday in England when banks in London are open for business), Business Hours (9.00 am to 5.00 pm), Charges (the sums payable for the Services as set out in the applicable Schedule), Customer Materials (all documents, information, items and materials provided by the Customer to the Supplier in connection with the Services), Deliverables (any output to be provided by the Supplier to the Customer or Customer Client), and Intellectual Property Rights (all rights to inventions, copyright, moral rights, trade marks, designs, database rights, confidential information and all other intellectual property rights whether registered or unregistered).

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

A reference to writing or written includes fax and email.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

This agreement shall commence on the date of the last signature and shall continue for an initial term of 12 months. Thereafter it shall continue on a rolling monthly basis unless terminated in accordance with clause 13.

The Supplier shall provide the Services to the Customer in accordance with this agreement.

The Supplier shall use reasonable endeavours to supply the Services, and deliver the Deliverables to the Customer or the Customer Client in accordance with this agreement in all material respects.

The Supplier shall use reasonable endeavours to meet any performance dates specified but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.

The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer's or Customer Client's premises.

If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

The Customer or Customer Client shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of 6 months after termination or expiry, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.

If the Customer breaches clause 5.1, the Customer shall pay the Supplier liquidated damages equal to 30% of the annual remuneration of the individual solicited/hired (or £25,000, whichever is higher). The parties agree this is a genuine pre-estimate of loss.

The Customer and Supplier may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall set out the proposed changes and the effect on the Services, charges, timetable, and any terms of this agreement.

If the Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

If the Customer wishes to make a change, it shall notify the Supplier and provide as much detail as reasonably required. The Supplier shall then provide a draft Change Order.

If the parties agree to a Change Order, they shall sign it and it shall amend this agreement. If unable to agree, either party may require the disagreement to be dealt with under the dispute resolution procedure.

The Supplier may charge for the time it spends on preparing and negotiating Change Orders proposed by the Customer on a time basis.

In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges as set out in the applicable Schedule.

Where the Charges are calculated on a time basis, the Supplier's hourly rates are set out in the applicable Schedule.

The Supplier may increase the Charges on an annual basis with effect from each anniversary of the date of this agreement.

The Supplier shall invoice the Customer for the Charges at the intervals specified in the Schedule. If no intervals are specified, the Supplier shall invoice at the end of each week.

The Customer shall pay each invoice within 7 days of receipt to a bank account nominated by the Supplier.

If the Customer fails to pay any sum due on the due date: (a) interest will accrue at 4% per year above the Bank of England's base rate; (b) administrative charges apply based on invoice value; and (c) the Supplier may suspend all or part of the Services until payment has been made in full.

All sums payable are exclusive of VAT, and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

The Supplier may suspend performance of the Services on written notice if the Customer fails to provide required cooperation, if continued performance would breach law or third-party rights, or if the Customer's conduct creates a risk to the Supplier's personnel.

The Supplier warrants that the receipt and use of the Services and Deliverables shall not infringe the Intellectual Property Rights of any third party, except to the extent infringement arises from use of Customer Materials or compliance with Customer specifications.

The Customer warrants that the receipt and use of the Customer Materials shall not infringe any third party's Intellectual Property Rights, and shall indemnify the Supplier against all liabilities arising from any such infringement.

If either party is required to indemnify the other under this clause, the indemnified party shall notify the indemnifying party, allow conduct of negotiations and proceedings, provide reasonable assistance, and not make any admission without prior consultation.

The terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

Both parties will comply with all applicable requirements of the Applicable Data Protection Laws.

The Supplier is not to be regarded as processing personal data as a matter of course, although it is noted that in carrying out the Services, the Supplier may periodically do so.

Should this determination change, the parties shall use all reasonable endeavours to make any necessary changes.

The Customer consents to all actions taken by the Supplier in connection with the processing of personal data and shall procure all required consents.

The Customer will ensure it has all necessary consents and notices in place to enable lawful transfer and collection of personal data for the duration and purposes of this agreement.

The Supplier shall process Customer Personal Data only on documented instructions, implement appropriate technical and organisational measures, ensure confidentiality of personnel, assist the Customer with data subject requests and compliance obligations, notify of personal data breaches without undue delay, and maintain compliance records.

The Customer provides prior general authorisation for the Supplier to appoint sub-processors (subject to appropriate terms) and to transfer Customer Personal Data outside the UK as required, in accordance with Applicable Data Protection Laws.

Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.

Each party may disclose confidential information to employees, officers, representatives, contractors, subcontractors or advisers who need to know, and as may be required by law or a court of competent jurisdiction.

No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under this agreement.

The Supplier's total aggregate liability shall not exceed the total charges actually paid by the Customer under this agreement prior to the event giving rise to the claim.

References to liability include every kind of liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Neither party may benefit from the limitations and exclusions in respect of any liability arising from its fraud or wilful misconduct.

Nothing in this clause shall limit the Customer's payment obligations under this agreement.

Nothing in this agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.

Subject to the above exclusions, the following types of losses are excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and indirect or consequential loss.

Unless the Customer notifies the Supplier of an intended claim within 2 months of the date it became or ought reasonably to have become aware of the event, the Supplier shall have no liability for that event.

Either party may terminate this agreement with immediate effect by giving written notice if: (a) the other party commits a material breach and fails to remedy it within 30 days; (b) the other party repeatedly breaches terms in a manner inconsistent with the intention to give effect to the agreement; (c) the other party is unable to pay its debts; or (d–m) various insolvency, winding-up, or similar events occur.

The Supplier may terminate with immediate effect if the Customer fails to pay any amount due and remains in default for 7 days after written notice, or there is a change of Control of the Customer.

The Supplier may terminate this agreement for any reason by giving 30 days' written notice. Termination under this clause shall not give rise to any liability on the part of the Supplier other than in respect of Services properly performed prior to termination.

If a party is prevented from performing obligations by a Force Majeure Event, it shall not be in breach or otherwise liable. The time for performance shall be extended accordingly.

The Affected Party shall notify the other party as soon as reasonably practicable and use all reasonable endeavours to mitigate the effect of the Force Majeure Event.

If the Force Majeure Event continues for more than 6 weeks, the unaffected party may terminate by giving 3 weeks' written notice.