Terms and Conditions

1. DEFINITIONS
   “Agreement” means the Schedule, these Terms and Conditions, and the Invoicing & Accounts information attached.
   
   “Client” means the Client as set out in the Schedule.
   
   "Confidential Information" means any information disclosed to or obtained by either party in connection with the Services which relates to the business activities, including trade secrets, financial and statistical information and any other similar information, of the other party.
   
   “Consultant” means the Consultant as set out in the Schedule.
   
   “Intellectual Property Rights” means any software, design rights, copyright, patents, trade marks, photographs, and database rights or any other similar proprietary rights.
   
   “Services” means the work to be performed by the Consultant as set out under “Services Specification” and “Deliverables” in the Schedule.
2. PERFORMANCE OF SERVICES
   The Consultant agrees to provide the Client with the Product or Services in accordance with the terms of this Agreement.
3. WARRANTIES
   The Consultant warrants that its staff are suitably qualified and experienced in performing the Services and will exercise professionalism and the level of care, skill and diligence in the performance of the Services reasonably expected from persons with similar experience performing Services of a similar nature.
4. TERMS OF PAYMENT
   1. The Consultant will submit invoices as set out in the Schedule. The Client agrees to settle any invoice within 30 days of receipt of said invoice. In the event that payment in full is not received, the Consultant reserves the right to not proceed with the Services.
   2. Any properly documented and legitimate business expenses incurred on behalf of the Client by the Consultant will be invoiced to the Client and will be payable within 30 days of receipt of the invoice.
   3. The Consultant understands and will exercise its statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if it is not paid according to agreed credit terms.
5. LIMITATION OF LIABILITY
   1. The total liability of the Consultant, whether in contract or tort (including negligence), or arising in any other way will not exceed five hundred thousand pounds sterling (£500,000).
   2. Nothing in this Agreement shall limit or exclude either party’s liability for fraud or for death or personal injury caused by that party’s negligence.
6. CONFIDENTIAL INFORMATION
   1. Both parties agree that neither it, nor any of its servants or agents, shall divulge or communicate to any person, firm or company (other than professional advisers) any Confidential Information acquired as a result of carrying out the Services without the prior written consent of the other party. The Consultant undertakes to ensure that upon termination of this Agreement or any extension of it, or at any time when requested by the Client, that it shall return all copies of Client materials, including - although not limited to - documentation and security passes.
   2. Clause 6A shall not apply to any information which:
      1. Is in the public domain other than through a breach of this Agreement or any other Agreement between the Client and the Consultant or any other party;
      2. Is required to be disclosed by law;
      3. Is obtained by the recipient party from a bona fide third party having the right to disseminate such information, or;
      4. Has already been independently generated by the recipient party.
7. TERMINATION
   1. This Agreement may be terminated immediately by notice in writing:
      1. By the Consultant if the Client fails to pay any sums due under this Agreement;
      2. By either party if the other party is in material breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) within 7 days of receiving written notice specifying the details of the breach and requiring it to remedy that  breach, or;
      3. By either party if an order is made or resolution passed for winding-up of the other party or an application is made for administration (or filing of documents with the court in support of such an application) in relation to the other party, or the other party’s directors make a proposal for a voluntary arrangement or the other party makes or seeks to make any composition or arrangement with its creditors or is unable to pay its debts or a receiver or an administrative receiver is appointed over all the assets of the other party or any substantial part of its assets or if the other party ceases or threatens to cease to carry on business.
   2. The Client may terminate this Agreement in respect of any Services on giving 7 days notice in writing to the Consultant.
8. INTELLECTUAL PROPERTY RIGHTS
   1. “Intellectual Property” shall mean patents, trade marks and service marks, rights in inventions, designs, rights, software, registered designs, trade names and copyrights (whether or not any of these is registered and including application for registration of any such thing) and all forms of protection of a similar nature which may subsist anywhere in the world.
   2. The Consultant acknowledges, having regard to the nature of the business of the Client (and other Group Companies) and the nature of the Consultant’s expertise, that:
      1. The provision of Services by the Consultant , as specified in this Agreement, may include the making of inventions;
      2. Inventions may reasonably be expected to result from the provisioning by the Consultant of such services, and;
      3. Due to the nature of the Services specified in this Agreement and the particular responsibilities arising from the nature of those Services, the Consultant has a special obligation to further the interests of the Client’s undertaking.
   3. The Consultant shall disclose to the Client any invention made or discovered or produced by the Consultant in the course of providing the Services, as specified in this Agreement - whether or not during office hours or using office stationery and equipment - in connection with or in any way affecting or relating to or capable of being used or adapted for use in the business of the Client (or any other Group Company.)
   4. The Consultant shall do all things and execute all documents that may be necessary to enable the Client or its nominee to obtain the benefit of every invention made by the Consultant in the course of providing the Services, as specified in this Agreement, and to secure patent or other appropriate protection for it.
   5. Without prejudice to the provisions of Section 8B of these Terms and Conditions, the Consultant shall disclose to the Client full details of any Intellectual Property or copyright work made or created by the Consultant through the provisioning of Services, as specified in this Agreement - whether or not during office hours or using office stationery and equipment - and the Consultant hereby assigns to the Client, by way of present assignment of future copyright or other Intellectual Property rights, all rights of copyright or other Intellectual Property rights throughout the world in that copyright work or Intellectual Property for the full period of copyright and all renewals, revivals, reinstatements and extensions of the same, and after that so far as possible, in perpetuity.
   6. The Consultant shall, before working, assigning or granting rights in relation to any invention or copyright work or other Intellectual Property rights to which the Client is not entitled under this Agreement and/or at law, allow the Client or any Group Company nominated by it a reasonable opportunity to evaluate the same and the Consultant shall not dispose of any rights to any third party unless the Consultant shall first have given written notice to the Client with full, complete and bona fide details of an opportunity to purchase the rights concerned at the same price and on the same terms within twenty eight (28) days of the date of the notice.
9. GENERAL TERMS
   1. Entire Agreement and Variation of Terms
      This Agreement represents the entire agreement between the parties. No variation of the terms of this Agreement shall be valid unless made in writing and signed by a Director or authorised representative of both the Client and the Consultant.
   2. Severability
      If any of the provisions of this Agreement are judged to be illegal or unenforceable to any extent then that provision will to that extent be severed from the remaining terms which will continue to be valid and will remain in full force and effect.
   3. Waiver
      No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of contractual terms will be deemed to be a waiver of any other right or of any later breach.
   4. Assignment
      Neither party may assign this Agreement without the prior written consent of the other party such consent not to be unreasonably withheld or delayed.
   5. Notices
      Any notice given under this Agreement must be in writing and may be delivered either by hand or by recorded delivery or by fax to the addresses set out in the Schedule or such other address as may be notified to the other party and any such notice will be deemed to have been served, if delivered by hand, at the time of delivery, if by recorded delivery on the second day after it was sent, or if by fax at the time of its transmission provided this is during normal office hours.
   6. Force Majeure
      Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than payment of money) as a result of any cause beyond its reasonable control. If such delay or failure continues for at least 90 days, either party will be entitled to terminate the Agreement by notice in writing.
   7. Rights of Third Parties
      This Agreement is not intended to be for the benefit of third parties and shall not be exercisable by any other person under the Contracts (Rights of Third Parties Act) 1999.
   8. Data Protection
      Both parties agree that they will observe all their respective obligations in accordance with the Data Protection Act 1998 which arise in connection with this Agreement, if any.
   9. Marketing
      1. The Consultant is entitled to refer to the Client on the Consultant's websites, and in all press releases and marketing materials.
      2. In the event that the Consultant wishes to use details of the Services in a Case Study for the purposes of promotion and marketing then it will be entitled to do so, subject to obtaining the written consent of the Client, such consent not to be unreasonably withheld or delayed.
   10. Applicable Law
       This Agreement shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.