Consultancy terms and conditions
Effective from 19 November 2020
- Your obligations
- Intellectual property
- Time-based charges
- Liability and indemnities
- Non-solicitation of personnel
This document together with our standard terms and conditions of supply, which are hereby incorporated by reference, tells you the terms and conditions upon which we sell and supply consultancy services.
Please note that we only supply consultancy services to business customers, not to consumers.
The term “confidential information” includes information relating to the business, products, affairs and finances of the relevant party that are considered confidential to the relevant party; and trade secrets including, without limitation, technical data and know-how relating to the business of the relevant party or any of its suppliers, clients, customers, agents, distributors, shareholders or management.
The term “intellectual property” includes patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Consultancy services will be provided with reasonable skill and care, by devoting such of our personnel’s time and expertise to the performance of those services as may be necessary for their satisfactory and timely completion.
We will comply with reasonable requests and directions from you in relation to the provision of consultancy services, including a request to comply with reasonable internal policies and procedures operated by you and communicated to us that affect the provision of our Services, provided that these requests or directions do not constitute a material change to the Contract or any associated statement of work.
You must, following written request from us to do so, promptly provide to us such assistance, cooperation, information, documentation, access to premises and access to facilities as is reasonably requested by us for the purpose of providing our Services to you.
You must, following written request from us to do so, promptly provide feedback concerning the delivery of our Services, or concerning proposals, plans or preparatory materials for the delivery of our Services to you.
You warrant to us that the materials you supply to us will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation.
We warrant to you that, as at the date of acceptance, our deliverables will meet the following Acceptance Criteria:
Conform with the specification set out in the applicable quote or statement of work;
Be free from material defects;
When used by you in accordance with the Terms of Supply will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in the United Kingdom.
Within 10 business days following the delivery of our Services to you, you will test or review the deliverables to determine whether they comply with the Acceptance Criteria, and notify us immediately in writing of any non-compliance, providing full details of such test or review that demonstrates the non-compliance.
If you do not give us a notice of non-compliance within the period specified, then the deliverables and Services shall be deemed to meet the Acceptance Criteria.
If you notify us of non-compliance in accordance with these Terms of Supply then we will have a further reasonable period agreed between us, which will be no less than 10 business days, to demonstrate compliance or remedy non-compliance, following which you will repeat your acceptance test or review.
If the deliverables do not meet the Acceptance Criteria at the time of a second or subsequent round of acceptance testing then we shall be deemed to be in breach of the Terms of Supply.
If you accept the deliverables or the deliverables are deemed to meet the Acceptance Criteria in accordance with these Terms of Supply then you will have no right to make any claim under or otherwise rely upon our warranty to you, unless you could not reasonably have been expected to have identified the breach of that provision during your testing or review process.
We make no representations or warranties with respect to any projected or forecasted results that you may or may not achieve by using our Services or deliverables or by following our advice.
When our Services to you involve the creation of bespoke intellectual property then, unless otherwise agreed in writing, that intellectual property will automatically on settlement of payment belong to you or your nominee. We hereby agree to assign with full title guarantee all our interest therein to you or your nominee.
When our Services to you involve the creation of or contribution to a shareable creative work, such as an open source software project, then we reserve the right to retain that intellectual property or to assign our interest in it to any other party, in order to satisfy the licensing requirements of that shareable work; and we will ensure you receive a licence to use said contribution on reasonable terms, typically in accordance with the relevant work’s standard licensing terms.
When you provide equipment, software, data, intellectual property or confidential information for our use in the delivery of our Services to you then, unless otherwise agreed in writing, this shall remain your property. You hereby grant to us a non-exclusive licence to use, copy, reproduce, store, distribute, publish, export, adapt, edit and translate such materials, together with the right to sub-licence these rights, to the extent reasonably required for the delivery of our Services to you.
Except in the proper course of the delivery of the Services, as required by law or as authorised by you, we shall not use your confidential information or intellectual property for our own purposes or for the purposes of a third party; we shall not communicate to any person, company or organisation any confidential information relating to you; and we shall use our best endeavours to ensure that no person gets access to confidential information that you have shared with us. We will act in good faith at all times in relation to your confidential information.
Except as required by law or as authorised by us, you shall not use our confidential information for your own purposes or for the purposes of a third party; you shall not communicate to any person, company or organisation any confidential information relating to us; and you shall use your best endeavours to ensure that no person gets access to confidential information that we have shared with you. You will act in good faith at all times in relation to our confidential information.
We shall inform you, and you shall inform us, upon becoming aware or suspecting that confidential information has reached an unauthorised person.
The provisions of this intellectual property section shall continue in force indefinitely following the termination of the Contract.
If pricing is based in whole or part upon time spent by us, and if an estimate or budget has been agreed for time-based charges, we must obtain your consent to exceed this estimate or budget. Unless you provide consent, you will not be liable to pay us any charges in respect of Services performed in excess of the estimate or budget.
When pricing is based in whole or part upon time spent by us, we must keep reasonably detailed records of the time spent providing the Services, retain such records during the term of the Contract and for a period of at least three months following the end of the term, and make copies of such records available to you following receipt of a written request.
You shall reimburse us in respect of any expenses that have been authorized in writing by you before they were incurred, and incurred by us exclusively in connection with our obligations in performance of the Contract, provided we are able to supply copies of evidence of such expenses.
Our standard payment method for consultancy services is bank transfer into a nominated United Kingdom bank account using such account details as are notified by us to you from time to time. We may indicate alternative acceptable payment methods for an invoice on that invoice.
If an invoicing schedule is included in the quote or statement of work associated with the Contract, we shall issue invoices on or after the dates or milestones set out in this schedule.
Liability and indemnities
Our liability to you
We shall indemnify you and shall keep you indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by you and arising directly or indirectly as a result of any breach by us of the Contract or the Terms of Supply (a “Supplier Indemnity Event”).
You must notify us upon becoming aware of an actual or potential Supplier Indemnity Event; provide us all such assistance as may be reasonably requested by us in relation to the Supplier Indemnity Event; allow us the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Supplier Indemnity Event; and not admit liability to any third party in connection with the Supplier Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Supplier Indemnity Event without our prior written consent.
Unless agreed otherwise in writing, the entire liability of us to you under or in connection with the supply of Services in respect of any event or series of related events shall not exceed the total amount paid by you to us under the Contract in the 12-month period preceding the commencement of the event or related events.
Your liability to us
You shall indemnify us and keep us indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by us and arising directly or indirectly as a result of any breach by you of the Contract or the Terms of Supply (a “Client Indemnity Event”).
We must notify you upon becoming aware of an actual or potential Client Indemnity Event; provide you all such assistance as may be reasonably requested by you in relation to the Client Indemnity Event; allow you the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Client Indemnity Event; and not admit liability to any third party in connection with the Client Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Client Indemnity Event without your prior written consent.
Unless agreed otherwise in writing, the entire liability of you to us under or in connection with the supply of Services in respect of any event or series of related events shall not exceed the total amount paid by you to us under the Contract in the 12-month period preceding the commencement of the event or related events.
Non-solicitation of personnel
You must not, without our prior written consent, either during the term of the Contract or within the year following its termination, engage, employ or solicit for engagement or employment any of our employees or subcontractors who have been involved in any way in the negotiation or performance of the Contract.
We shall not, without your prior written consent, either during the term of the Contract or within the year following its termination, engage, employ or solicit for engagement or employment any of your employees or subcontractors who have been involved in any way in the negotiation or performance of the Contract.
Either party may request additions, deletions or amendments to a statement of work (a “Change Request”), which will be considered and either accepted or rejected in accordance with a change control process that has been agreed in writing between the parties. If no such change control process exists, Change Requests must be treated as formal Contract variations.