TERMS AND CONDITIONSThese terms and conditions are between the parties described in the Schedule (otherwise the Engagement Letter), together the Parties and each a Party. These terms and conditions and the Schedule form the entire agreement under which we will provide the Goods and Services to you (together, the Agreement).1. ACCEPTANCE1.1 You have requested the Goods and Services set out in the Schedule, and accept the Agreement by:a. signing and returning the Agreement;b. sending an email accepting the Agreement (expressly or impliedly); orc. instructing us to proceed with the Goods and Services or making any payment of the Price (including any deposit).1.2 Please read the Agreement carefully and contact us if you have any questions.2. GOODS AND SERVICES2.1 We agree to provide you the Goods and Services in accordance with the Agreement and all relevant laws.
2.2 You acknowledge and agree that any dates for delivery or for completion notified by us are estimates only, and we will have no Liability to you for failing to meet any delivery or milestone date.
2.3 We may provide the Goods and Services to you using our Personnel, and they are included in the Agreement.
2.4 All variations to the Goods and Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably determined by us. If we consider that any instruction or direction from you constitutes a variation, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause 2.4.3. PRICE AND PAYMENT3.1 You agree to pay us the Price and all other reasonable expenses or disbursements properly incurred by us in the provision of the Goods and Services, in accordance with the Payment Terms. All amounts are stated in GBP (Pounds Sterling) and are exclusive of VAT (unless otherwise stated).
3.2 Unless otherwise agreed between the Parties, any deposit in the Schedule must be paid before we commence the provision of the Goods and Services.
3.3 If any amounts are unpaid 7 days after the payment date, we may charge interest at a rate equal to the Bank of England base rate from time to time plus 8% per annum (calculated daily and compounding monthly) or we may suspend the provision of the Goods and Services until we receive payment.4. YOUR OBLIGATIONS AND WARRANTIESYou represent, warrant, acknowledge, and agree that:a. there are no legal restrictions preventing you from engaging us or agreeing to the Agreement;b. you will cooperate with us, and provide us with all documentation, information, instructions, and access necessary to enable us to provide the Goods and Services, as requested by us, from time to time, and in a timely manner;c. the information you provide to us is true, correct, and complete;d. you will not infringe any third-party rights in working with us and receiving the Goods and Services;e. you will provide us and our Personnel with sufficient access, free from harm or risk to health or safety, to any relevant premises (including any facilities at the premises), to enable us to provide the Goods and Services, including at the dates and times that we may reasonably request; andf. you are responsible for obtaining, and providing to us if necessary, any access, consents, licences, approvals, and permissions from other parties necessary for the Goods and Services to be provided, at your cost.5. YOUR STATUTORY RIGHTS5.1 Certain legislation, including the Consumer Rights Act 2015 and similar consumer protection laws, may confer you with rights, warranties, guarantees, and remedies relating to the Goods and Services which cannot be excluded, restricted, or modified (Statutory Rights). Nothing in the Agreement excludes your Statutory Rights under UK law.
5.2 You agree that our Liability for the Goods and Services is governed solely by UK law and the Agreement.
5.3 Subject to your Statutory Rights, we exclude all express and implied warranties, representations, and guarantees of any kind (whether under statute, law, equity, or on any other basis) and all materials, work, goods, and services (including the Goods and Services) are provided to you without warranties, representations, and guarantees of any kind.6. DELIVERY, TITLE, AND RISK6.1 If the Agreement states that:a. we are responsible for delivering the Goods to you, we will use reasonable endeavours to deliver the Goods to the premises by the delivery time, as notified by us to you; orb. you are responsible for collecting the Goods from us, we will use reasonable endeavours to make available the Goods, and you agree to collect the Goods, at the collection location by the collection time, as notified by us to you. You agree to comply with any policies and procedures which apply at the relevant collection location.
6.2 Title in the Goods will remain with us until all amounts due and payable to us under the Agreement are paid in full. Risk in the Goods will pass to you on delivery of the Goods to you or collection of the Goods by you (as applicable).7. TERM AND TERMINATION7.1 The Agreement will commence on the Start Date, and will continue until the End Date, unless terminated earlier in accordance with its terms.
7.2 Either Party may terminate the Agreement if the other Party breaches a material term of the Agreement, and that breach has not been remedied within 10 business days of being notified by the relevant Party.
7.3 On termination or expiry of the Agreement, you agree that:a. any amounts paid for Goods and Services rendered by us are non-refundable;b. you agree to pay us all amounts due and payable to us under the Agreement (including for all Goods and Services provided by us) up to the date of termination, as a debt immediately due and payable; andc. you agree to return or give us access to recover all property belonging to us on request (including any Intellectual Property or Confidential Information), and to give us or our Personnel such rights of access necessary to exercise our rights under this clause.
7.4 The accrued rights, obligations, and remedies of the Parties are not affected by termination of the Agreement.8. LIABILITY, INDEMNITY, AND EXCLUSIONS8.1 Limitation of liability: Despite anything to the contrary, to the maximum extent permitted by law:a. neither Party will be liable for any Consequential Loss;b. a Party’s liability for any Liability under the Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; andc. our maximum aggregate Liability in relation to the provision of the Goods and Services or the Agreement will be limited to us repaying you the amount of the Price paid by you to us in respect of the provision of the relevant Goods and Services to which the Liability relates.9. INTELLECTUAL PROPERTY9.1 As between the Parties, all Intellectual Property Rights developed, adapted, modified, or created by or on behalf of us or our Personnel in connection with the Agreement or the provision of the Goods and Services will at all times vest, or remain vested, in us.
9.2 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Agreement, to use your and your Personnel’s Intellectual Property for the performance of our obligations under the Agreement.
9.3 You agree that we own all Intellectual Property Rights in all Intellectual Property owned, licensed, or developed by or on behalf of us or our Personnel before the Start Date and/or developed by us or our Personnel independently of this Agreement and nothing in the Agreement constitutes a transfer or assignment of any of our Intellectual Property Rights unless expressly stated.10. CONFIDENTIALITY10.1 Subject to clause 10.2, you must (and must ensure that your Personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.
10.2 Clause 10.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with the Agreement and provided that you ensure the adviser complies with the terms of clause 10.1.11. GENERAL11.1 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, the Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree on how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Chartered Institute of Arbitrators (UK) to appoint a mediator. The mediator will decide the time, place, and rules for mediation. The Parties agree to attend the mediation in good faith to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.11.2 Governing law: The Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales, and any courts entitled to hear appeals from those courts, and waives any right to object to proceedings being brought in those courts.11.3 VAT: If and when applicable, VAT payable on the Price will be set out in our invoice. You agree to pay the VAT amount at the same time as you pay the Price.11.4 Notices: Any notice given under the Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.11.5 Severance: If any provision (or part of it) under the Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under the Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from the Agreement and the remaining provisions (and remaining part of the provision) of the Agreement is valid and enforceable.11.6 Survival: Clauses 3, 5, 7.3, 8, 9, 10 and 11 will survive the termination or expiry of the Agreement.12. INTERPRETATION & DEFINITIONS12.1 Any reference to “Goods and Services” may mean “Goods and/or Services”, as the case may be.12.2 In the Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, within these terms and conditions, and:Confidential Information includes information which:a. is disclosed to you in connection with the Agreement at any time;b. is prepared or produced under or in connection with the Agreement at any time;c. relates to our business, assets or affairs; ord. relates to the subject matter of, the terms of, and/or any transactions contemplated by the Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.Consequential Loss includes any consequential, special or indirect loss, damage or expense including any real or anticipated loss of revenue, loss of profit, loss of use, loss of occupation, loss of benefit, loss of financial opportunity, or economic loss whether arising out of a breach of the Agreement, at law, under any statute, in equity, or in tort (including negligence).Intellectual Property means any copyright, registered or unregistered design, patent or trademark rights, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements, or modifications of, the foregoing.Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding, or judgment (whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise), howsoever arising, whether direct or indirect, and/or whether present, unascertained, future, or contingent, and whether involving a third party, a Party, or otherwise.Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors, or agents.