Terms of Business
1. DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in these Terms of Business.
1.1. Definitions
Agreement
means the Order Form, any Change Order Forms and these Terms of Business including any Schedules.
Applicable Laws
means all applicable laws, statutes, regulation and codes from time to time in force, including Data Protection Laws and laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
Change Order Form
means the template in Schedule 3, where the parties agree to set out any amendments to the Services and Fees or additional services and associated fees.
Client Materials
all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Consultancy in connection with the Services.
Client Personal Data
means any personal data which the Consultancy processes in connection with this Agreement, in the capacity of a processor on behalf of the Client.
Conditions
means these Terms of Business.
Confidential Information
means this Agreement, all technical and/or commercial know-how, specifications, inventions, processes or initiatives obtained by one party from the other and all information and documentation obtained by one party from the other pursuant to this Agreement marked as confidential or which is manifestly of a confidential nature or which is confirmed in writing by the disclosing party to be confidential.
Data Protection Laws
means i) to the extent the UK GDPR (as defined below) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and ii) to the extent the EU GDPR (as defined below) applies, the law of the law of the European Union or any member state of the European Union to which the Consultancy is subject, which relates to the protection of personal data.
Deliverables
any output of the Services to be provided by the Consultancy to the Client as specified in Schedule 1.
End Date
means the date upon which the Agreement expires as set out in the Order Form or a Change Order Form.
EU GDPR
means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Fees
means the charges for the Services as set out in the Order Form or as amended or as further agreed for any additional services as set out in a Change Order Form.
Intellectual Property Rights
means all intellectual property rights including (without limitation) any patent, copyright, rights in software, database right, moral right, design right, registered design, trademark, service mark, domain name, utility model, unregistered design or where relevant any application for the same or any other such right or other industrial or intellectual property right performance of this Agreement or and working papers. Otherwise in the provision of the Services including without limitation systems, methodologies, software, know-how, documents subsisting in any part of the world created by either party in the course of the performance of this Agreement or otherwise in the provision of the Services including without limitation systems, methodologies, software, know-how, documents and working papers.
Partners
means third party professional service providers that the Consultancy has identified as a preferred partner to provide Services directly to the Client.
Services
means the services being provided to the Client as set out in the Order Form, Schedule 1 to these Conditions or as further set out in a Change Order Form.
Start Date
means the date given on the Order Form.
Term
means the Initial Term and the Renewal Period(s) as set out in the Order Form.
Termination Date
means either the End Date or the date upon which the Agreement is terminated under clause 11.
UK GDPR
means the UK General Data Protection Regulations as defined in section 3(10) of the Data Protection Act 2018.
1.2. Interpretation
1.2.1. Clause headings do not affect the interpretation of these Conditions.
1.2.2. Unless the context otherwise so requires:
1.2.2. Unless the context otherwise so requires:
1.2.2.1. references to the Client and the Consultancy include their permitted successors and assigns;
1.2.2.2. any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.2.2. any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.2.3. references to statutory provisions include those statutory provisions as amended or re-enacted, and includes any by-laws, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under such statutory provision and any terms imposed by it;
1.2.2.4. use of the singular includes the plural and vice versa; and
1.2.2.5. references to any gender include all genders.
1.2.2.4. use of the singular includes the plural and vice versa; and
1.2.2.5. references to any gender include all genders.
2. APPLICATION OF CONDITIONS
2.1. Subject to any variation under clause 2.4, these Conditions, the Order Form, a Change Order Form and the Schedules are the only terms upon which the Consultancy is prepared to enter into a legally binding agreement with the Client, and they shall govern the Agreement to the entire exclusion of all other terms and conditions.
2.2. The offer by the Consultancy to provide the Services to the Client shall be deemed to be an offer by the Consultancy to provide the Services subject to the Agreement and the offer shall be accepted by the Client by signing and returning the Order Form or a Change Order Form, or where the Client fails to return the Order Form or a Change Order Form, it will be deemed to have accepted these Conditions where it uses the Services provided by the Consultancy.
2.3. No terms and conditions or terms and conditions endorsed upon, delivered with or contained in the Client’s acknowledgement or acceptance of the offer or similar document shall form part of the Agreement and the Client waives any right which it otherwise might have to rely on such terms and conditions.
2.2. The offer by the Consultancy to provide the Services to the Client shall be deemed to be an offer by the Consultancy to provide the Services subject to the Agreement and the offer shall be accepted by the Client by signing and returning the Order Form or a Change Order Form, or where the Client fails to return the Order Form or a Change Order Form, it will be deemed to have accepted these Conditions where it uses the Services provided by the Consultancy.
2.3. No terms and conditions or terms and conditions endorsed upon, delivered with or contained in the Client’s acknowledgement or acceptance of the offer or similar document shall form part of the Agreement and the Client waives any right which it otherwise might have to rely on such terms and conditions.
2.4. These Conditions apply to all Services provided to the Client by the Consultancy and any variation to these Conditions shall have no effect unless expressly agreed in writing using the Change Order Form or as otherwise agreed in writing by authorised signatories of both parties.
2.5. For the avoidance of doubt, there is no contract between the Client and any director, employee or consultant of the Consultancy. Any advice or work done for the Client by a director, employee or consultant of the Consultancy is given or done by that person on behalf of the Consultancy and not in their individual capacity and no such person assumes any personal responsibility to the Client for the advice or other work.
2.6. The Consultancy may recommend the use of one of more of its Partners to carry out specific services to the Client. If so, the Client shall be issued with a letter of engagement by such Partner or Partners, setting out the terms and conditions (including payment terms) to which the Client will be subject in relation to such services. In all cases the Client alone is responsible for any Partner fees. The Consultancy will not be responsible or liable to the Client for any advice or assistance the Client may be given by any Partner that the Consultancy recommends.
2.5. For the avoidance of doubt, there is no contract between the Client and any director, employee or consultant of the Consultancy. Any advice or work done for the Client by a director, employee or consultant of the Consultancy is given or done by that person on behalf of the Consultancy and not in their individual capacity and no such person assumes any personal responsibility to the Client for the advice or other work.
2.6. The Consultancy may recommend the use of one of more of its Partners to carry out specific services to the Client. If so, the Client shall be issued with a letter of engagement by such Partner or Partners, setting out the terms and conditions (including payment terms) to which the Client will be subject in relation to such services. In all cases the Client alone is responsible for any Partner fees. The Consultancy will not be responsible or liable to the Client for any advice or assistance the Client may be given by any Partner that the Consultancy recommends.
3. WORKING TOGETHER
3.1. In order to help the Consultancy achieve the Client’s objectives, the Client shall provide the Consultancy in a timely manner with all instructions, information and documents that the Consultancy may require in order to provide the Services.
3.2. The Client shall warrant and undertake that all such information is, and remains, true and accurate in all material respects and is not misleading.
3.3. Unless the Consultancy agrees otherwise, the Consultancy will not check the accuracy or completeness of such information.
3.2. The Client shall warrant and undertake that all such information is, and remains, true and accurate in all material respects and is not misleading.
3.3. Unless the Consultancy agrees otherwise, the Consultancy will not check the accuracy or completeness of such information.
3.4. The Client cannot assume that information or documents which have previously been given to the Consultancy on matters on which the Consultancy has previously advised will be known to those instructed on a new matter.
3.5. The Client warrants and undertakes that it has all the necessary rights to supply any information it provides to the Consultancy, and that the Consultancy’s use of that information will not infringe the rights of any third party or result in a breach of any law, rule or regulation.
3.6. It remains the Client’s responsibility at all times to decide the use of and extent to which it relies on and implements any of the Deliverables.
3.5. The Client warrants and undertakes that it has all the necessary rights to supply any information it provides to the Consultancy, and that the Consultancy’s use of that information will not infringe the rights of any third party or result in a breach of any law, rule or regulation.
3.6. It remains the Client’s responsibility at all times to decide the use of and extent to which it relies on and implements any of the Deliverables.
4. SERVICES
4.1. The Consultancy shall, from the Start Date and for the Term, provide the Services as set out under this Agreement.
4.2. The Consultancy is not responsible:
4.2. The Consultancy is not responsible:
4.2.1. for advising (or not advising) on matters outside the scope of the Services;
4.2.2. for advising on changes in the law after the Consultancy has delivered its advice; and/or
4.2.3. should the Client act or refrain from acting on the basis of any draft advice before it has been finalised.
4.2.2. for advising on changes in the law after the Consultancy has delivered its advice; and/or
4.2.3. should the Client act or refrain from acting on the basis of any draft advice before it has been finalised.
4.3. In the event that the Client requests services additional to the Services, the parties will agree the scope of such further Services and Fees in a Change Order Form.
4.4. Each Change Order Form shall be agreed in the following manner:
4.4.1. the Client shall ask the Consultancy to provide additional Services and provide the Consultancy with as much information as the Consultancy reasonably requests in order to prepare a Change Order Form;
4.4.2. following receipt of the information requested from the Client the Consultancy shall, as soon as reasonably practicable either:
(i) inform the Client that it declines to provide the requested additional services; or
(ii) provide the Client with a draft Change Order Form.
4.4.3. the Consultancy and the Client shall discuss and agree the Change Order Form; and
4.4.4. both parties shall sign the Change Order Form when agreed.
4.4.2. following receipt of the information requested from the Client the Consultancy shall, as soon as reasonably practicable either:
(i) inform the Client that it declines to provide the requested additional services; or
(ii) provide the Client with a draft Change Order Form.
4.4.3. the Consultancy and the Client shall discuss and agree the Change Order Form; and
4.4.4. both parties shall sign the Change Order Form when agreed.
4.5. Each Change Order Form shall form part of this Agreement and shall not create separate contracts.
5. FEES
5.1. The Consultancy’s Fees for the Services are set out in the Order Form and Schedule 1 (the Services and Fees), or as amended in a Change Order Form.
5.2. For all work not subject to a fixed fee, the Consultancy will charge its hourly rates as set out in Schedule 1.
5.2. For all work not subject to a fixed fee, the Consultancy will charge its hourly rates as set out in Schedule 1.
5.3. The Consultancy shall as soon as practicable prior to the start of each Renewal Period provide its new Fees, which shall be agreed by the parties in a Change Order Form.
5.4. The Consultancy will add VAT to its invoices at the prevailing rate as applicable.
5.4. The Consultancy will add VAT to its invoices at the prevailing rate as applicable.
6. PAYMENT
6.1. Subject to the proviso below, the Client shall pay all Fees due to the Consultancy in pounds sterling within 21 days of the date of the invoice unless otherwise agreed in the Order Form.
6.2. If the Client disputes an invoice, or part of an invoice, issued by the Consultancy then the Client:
6.2.1. must notify the Consultancy of the dispute and the reasons for the dispute within 15 days of receiving the invoice disputed;
6.2.2. will not delay or withhold payment of any part of the invoice that is not disputed; and
6.2.3. may withhold payment of the disputed part of the invoice until the dispute is resolved.
6.2.2. will not delay or withhold payment of any part of the invoice that is not disputed; and
6.2.3. may withhold payment of the disputed part of the invoice until the dispute is resolved.
7. CONFIDENTIALITY
7.1. Each party undertakes that it shall not at any time during the Agreement, and for a period of three years after termination or expiry of the Agreement, disclose to any person any Confidential Information, except as permitted by clause 7.2.
7.2. Each party may disclose the other party's Confidential Information:
7.2. Each party may disclose the other party's Confidential Information:
7.2.1. to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and
7.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3. Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Agreement.
7.4. Nothing shall prevent either party from using any techniques, ideas or know-how gained during the Term of Agreement in the course of its normal business, to the extent that this does not result in a breach of this clause 7 nor an infringement of Intellectual Property Rights as set out in this Agreement.
7.4. Nothing shall prevent either party from using any techniques, ideas or know-how gained during the Term of Agreement in the course of its normal business, to the extent that this does not result in a breach of this clause 7 nor an infringement of Intellectual Property Rights as set out in this Agreement.
8. INTELLECTUAL PROPERTY
8.1. In relation to the Services and Deliverables:
8.1.1. the Consultancy and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Client Materials;
8.1.2. the Consultancy grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables in its business.
8.1.2. the Consultancy grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables in its business.
8.2. In relation to the Client Materials, the Client:
8.2.1. and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
8.2.2. grants the Consultancy a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the Term of this Agreement for the purpose of providing the Services to the Client.
8.2.2. grants the Consultancy a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the Term of this Agreement for the purpose of providing the Services to the Client.
8.3. This Agreement shall not affect the ownership of any Intellectual Property Rights of either party which are:
8.3.1. in existence prior to the Start Date of the Agreement or from the commencement of Services; and/or
8.3.2. which are developed or being developed outside of this Agreement.
8.3.2. which are developed or being developed outside of this Agreement.
9. NON-REGULATED ENTITY
9.1. The Client acknowledges that the Consultancy is not a firm of solicitors and is not regulated by the Solicitor’s Regulation Authority nor any other authority.
9.2. The Client agrees that the Services provided by the Consultancy are as if provided by the Client’s own internal legal department and akin to employing its own legal support.
9.2. The Client agrees that the Services provided by the Consultancy are as if provided by the Client’s own internal legal department and akin to employing its own legal support.
9.3. The Services are strictly limited to the aforesaid described services and therefore do not relate to any legal representation of the Client or to the provision by the Consultancy of legal advice or regulated legal services.
10. LIMITATIONS OF LIABILITY
10.1. The following provisions set out each party’s entire financial liability (including any liability for the acts or omissions of its officers, employees, consultants, agents and sub-contractors) of:
10.1.1. any breach of this Agreement; and/or
10.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
10.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
10.2. Nothing in this Agreement excludes or limits a party’s liability:
10.2.1. for death or personal injury caused by a party’s negligence;
10.2.2. for fraud or fraudulent misrepresentation; or
10.2.3. for any matter which it would be illegal for it to exclude or attempt to exclude its liability.
10.2.2. for fraud or fraudulent misrepresentation; or
10.2.3. for any matter which it would be illegal for it to exclude or attempt to exclude its liability.
10.3. Save for clause 10.2, the Consultancy’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Fees paid by the Client in accordance with this Agreement.
10.4. Save for clause 10.2 neither party shall be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect, or any claims for consequential compensation whatsoever (howsoever caused) which arises out of or in connection with this Agreement.
10.5. Nothing in this this clause 10 shall limit the Client’s payment obligations under this Agreement.
10.4. Save for clause 10.2 neither party shall be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect, or any claims for consequential compensation whatsoever (howsoever caused) which arises out of or in connection with this Agreement.
10.5. Nothing in this this clause 10 shall limit the Client’s payment obligations under this Agreement.
11. TERMINATION
11.1. This Agreement may be terminated:
11.1.1. by either party with immediate effect if the other party commits a material breach of any term of the Agreement and (if such breach is remediable) such other party fails to remedy that breach within a period of 14 days after being notified in writing to do so. In the event the parties disagree on whether or not a breach is material, they shall jointly appoint a Queens Counsel to determine the issue, with the costs incurred in doing so, to be paid for equally between the parties, unless the appointed Queens Counsel determines otherwise; or
11.1.2. by the Consultancy without cause on one months’ prior written notice.
11.1.2. by the Consultancy without cause on one months’ prior written notice.
11.2. All Services to the Client shall be discontinued from the Termination Date. The Client shall pay the Consultancy the Fees up to the Termination Date, on a pro-rata basis if the Termination Date is not the first day of the month, together with fair and reasonable compensation for any work agreed between the parties and in progress outside the scope of the Services at the Termination Date.
11.3. On termination or expiry of this Agreement, the following clauses shall continue in force: paragraph 2 of the Order From (Conflict), clause 1 (Definition and Interpretation), clause 7 (Confidentiality), clause 8 (Intellectual Property Rights), clause 10 (Limitation of Liability), clause 11.4 (Consequences of Termination), clause 13 (Non-Solicitation), clause 17.7 (Waiver), clause 17.4 (Severance), clause 17.12 (Governing Law) and clause 17.13 (Jurisdiction).
11.4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the Termination Date or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
11.4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the Termination Date or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
12. ASSIGNMENT AND NOVATION
The Client shall not be entitled to assign the Agreement or any part of it without the prior written consent of the Consultancy. The Consultancy shall be entitled to novate this Agreement to a new company, that it will be incorporating, during the Term of this Agreement. The Client through agreeing to and signing this Agreement agrees to such a novation.
13. NON-SOLICITATION
13.1. In order to protect the legitimate business interests of the Consultancy, the Client covenants with the Consultancy that it shall not (except with the prior written consent of the Consultancy):
13.1.1. attempt to solicit or entice away; or
13.1.2. solicit or entice away, from the employment or service of the Consultancy the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of the Consultancy.
13.1.2. solicit or entice away, from the employment or service of the Consultancy the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of the Consultancy.
13.2. The Client shall be bound by the covenant set out in clause 13.1 during the Term of this Agreement, and for a period of 12 months after termination or expiry of the Agreement.
13.3. For the purposes of this clause 13, a Restricted Person shall mean any firm, company or person employed or engaged by the Consultancy during the Term of this Agreement, who has been engaged in the provision of the Services or the management of the Agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement.
13.4. If the Client commits any breach of this clause 13, the Client shall, on demand, pay to the Consultancy a sum equal to one year's basic salary or the annual fee that was payable by the Consultancy to the Restricted Person plus the recruitment costs incurred by the Consultancy in replacing such person. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interest of the Consultancy in performance.
13.4. If the Client commits any breach of this clause 13, the Client shall, on demand, pay to the Consultancy a sum equal to one year's basic salary or the annual fee that was payable by the Consultancy to the Restricted Person plus the recruitment costs incurred by the Consultancy in replacing such person. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interest of the Consultancy in performance.
14. DATA PROTECTION
14.1. For the purposes of this clause14, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
14.2. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause14 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.
14.3. The parties have determined that for the purposes of Data Protection Laws, the Consultancy shall process the personal data as set out in Schedule 2 as processor on behalf of the Client.
14.4. Should the determination in clause 14.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 14 and Schedule 2.
14.5. In relation to the Client Personal Data, Schedule 2 sets out the scope, nature and purpose of processing by the Consultancy, the duration of the processing and the types of personal data and categories of data subject.
14.6. Without prejudice to clause 14.2, the Consultancy shall, in relation to the Client Personal Data:
14.2. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause14 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.
14.3. The parties have determined that for the purposes of Data Protection Laws, the Consultancy shall process the personal data as set out in Schedule 2 as processor on behalf of the Client.
14.4. Should the determination in clause 14.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 14 and Schedule 2.
14.5. In relation to the Client Personal Data, Schedule 2 sets out the scope, nature and purpose of processing by the Consultancy, the duration of the processing and the types of personal data and categories of data subject.
14.6. Without prejudice to clause 14.2, the Consultancy shall, in relation to the Client Personal Data:
14.6.1. process the Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes set out in Schedule 2 (Processing, personal data and data subjects) unless the Consultancy is required by Applicable Laws to otherwise process the Client Personal Data (Purpose). Where the Consultancy is relying on Applicable Laws as the basis for processing the Client Processor Data, the Consultancy shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Client on important grounds of public interest. The Consultancy shall inform the Client if, in the opinion of the Consultancy, the instructions of the Client infringe Data Protection Laws;
14.6.2. implement the technical and organisational measures set out in Schedule 2 (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of the Client Personal Data and against accidental loss or destruction of, or damage to, the Client Personal Data, which the Client has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
14.6.3. ensure that any personnel engaged and authorised by the Consultancy to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
14.6.4. assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Consultancy), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
14.6.2. implement the technical and organisational measures set out in Schedule 2 (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of the Client Personal Data and against accidental loss or destruction of, or damage to, the Client Personal Data, which the Client has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
14.6.3. ensure that any personnel engaged and authorised by the Consultancy to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
14.6.4. assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Consultancy), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
14.6.5. notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;
14.6.6. at the written direction of the Client, delete or return the Client Personal Data and copies thereof to the Client on termination of the Agreement unless the Consultancy is required by Applicable Law to continue to process the Client Personal Data. For the purposes of this clause 14.6.6, the Client Personal Data shall be considered deleted where it is put beyond further use by the Consultancy; and
14.6.7. maintain records to demonstrate its compliance with this clause 14, and allow for reasonable audits by the Client or the Client's designated auditor, at the Client’s costs, for this purpose, on reasonable written notice.
14.6.6. at the written direction of the Client, delete or return the Client Personal Data and copies thereof to the Client on termination of the Agreement unless the Consultancy is required by Applicable Law to continue to process the Client Personal Data. For the purposes of this clause 14.6.6, the Client Personal Data shall be considered deleted where it is put beyond further use by the Consultancy; and
14.6.7. maintain records to demonstrate its compliance with this clause 14, and allow for reasonable audits by the Client or the Client's designated auditor, at the Client’s costs, for this purpose, on reasonable written notice.
14.7. The Client provides its prior, general authorisation for the Consultancy to:
14.7.1. appoint processors to process the Client Personal Data, provided that the Consultancy:
(i) shall ensure that the terms on which it appoints such processors comply with Data Protection Laws, and are consistent with the obligations imposed on the Consultancy in this clause 14;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Consultancy; and
(iii) shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Consultancy's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Law, the Client shall indemnify the Consultancy for any losses, damages, costs (including legal fees) and expenses suffered by the Consultancy in accommodating the objection.
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Consultancy; and
(iii) shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Consultancy's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Law, the Client shall indemnify the Consultancy for any losses, damages, costs (including legal fees) and expenses suffered by the Consultancy in accommodating the objection.
14.7.2. transfer the Client Personal Data outside of the UK as required for the Purpose, provided that the Consultancy shall ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Consultancy, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
14.8. Either party may, at any time on not less than 30 days' notice, revise this clause 14 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
14.9. The Consultancy's liability for losses arising from breaches of this clause 14 is as set out in clause10.
14.9. The Consultancy's liability for losses arising from breaches of this clause 14 is as set out in clause10.
15. COMPLAINTS AND NOTICES
15.1. In the event the Client believes it has any complaints about any aspect of the Service provided, the Client should contact the Consultancy contact on the Order Form or as amended by a Change Order Form.
15.2. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
15.2. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
15.2.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
15.2.2. sent by email to the address specified in the Order Form or Change Order Form as relevant.
15.2.2. sent by email to the address specified in the Order Form or Change Order Form as relevant.
15.3. Any notice or communication shall be deemed to have been received:
15.3.1. if delivered by hand, at the time the notice is left at the proper address;
15.3.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
15.3.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.3.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15.3.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
15.3.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.3.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15.4. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16. FORCE MAJEURE
16.1. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
16.1.1. acts of God, flood, drought, earthquake or other natural disaster;
16.1.2. epidemic or pandemic;
16.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
16.1.4. nuclear, chemical or biological contamination or sonic boom;
16.1.5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
16.1.6. collapse of buildings, fire, explosion or accident; and
16.1.7. interruption or failure of utility service.
16.1.2. epidemic or pandemic;
16.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
16.1.4. nuclear, chemical or biological contamination or sonic boom;
16.1.5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
16.1.6. collapse of buildings, fire, explosion or accident; and
16.1.7. interruption or failure of utility service.
16.2. Provided it has complied with clause 16.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
16.3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
16.4. The Affected Party shall:
16.4. The Affected Party shall:
16.4.1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
16.4.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
16.4.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
16.5. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving 2 weeks' written notice to the Affected Party.
17. GENERAL
17.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
17.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17.3. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17.4. If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
17.5. Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.
17.6. The Consultancy will assist the Client to enable the Client to comply with its obligations under the Freedom of Information Act 2000 (“FOIA”) or other applicable legislation governing access to information.
17.7. Any waiver by either party of any breach of, or any default under, any provision of the Agreement by either party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.
17.8. The Agreement constitutes the entire and only agreement between the parties hereto and replaces and extinguishes all prior agreements, arrangements and understandings of any nature whether oral or written. The Client acknowledges that it is not relying on any statements, warranties or representations given or made by the Consultancy or anyone in relation to the subject matter hereof, save as expressly set out in the Agreement.
17.9. Except as set out in these Conditions, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in a Change Order Form or as otherwise agreed in writing by the parties and their authorised representatives.
17.10. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
17.11. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.12. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.