Terms & Conditions

General Terms and conditions of use

1.      Introduction

1.1    These terms and conditions shall govern your use of our website.

1.2    By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3    If you register with our website, submit any material to our website or use any of our website services, we will ask you to expressly agree to these terms and conditions.

1.4    Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy.

2.      Copyright notice

2.1    Copyright (c) 2021 Tradesmate - Ask A Spark.

2.2    Subject to the express provisions of these terms and conditions:

(a)    we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b)    all the copyright and other intellectual property rights in our website and the material on our website are reserved.

3.      Licence to use website

3.1    You may:

(a)    view pages from our website in a web browser;

(b)    download pages from our website for caching in a web browser;

(c)    print pages from our website for your own personal and non-commercial use, providing that such printing is not systematic or excessive;

(d)    stream audio and video files from our website using the media player on our website; and

(e)    use our website services by means of a web browser,

        subject to the other provisions of these terms and conditions.

3.2    Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

3.3    You may only use our website for your own personal and business purposes; you must not use our website for any other purposes.

3.4    Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

3.5    Unless you own or control the relevant rights in the material, you must not:

(a)    republish material from our website (including republication on another website);

(b)    sell, rent or sub-license material from our website;

(c)    show any material from our website in public;

(d)    exploit material from our website for a commercial purpose; or

(e)    redistribute material from our website, save to the extent expressly permitted by these terms and conditions.

3.6    We reserve the right to suspend or restrict access to our website, to areas of our website and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.

4.      Feeds

4.1    You may access our RSS and Atom feeds using any compatible feed reader or aggregator.

4.2    By accessing our feeds, you accept these terms and conditions.

4.3    Subject to your acceptance of these terms and conditions, we grant to you a non-exclusive, non-transferable, non-sub-licensable licence to display content from our feeds in unmodified form on any non-commercial website owned and operated by you, providing that you must not aggregate any of our feed content with any third party feed when displaying it in accordance with this Section 

4.4    It is a condition of this licence that you include a credit for us and hyperlink to our website on each web page where our feed content is published (in such form as we may specify from time to time, or if we do not specify any particular form, in a reasonable form).

4.5    We may revoke any licence relating to our feeds or feed content at any time, with or without notice.

5.      Downloadable content

5.1    We may from time to time make available on the website downloadable content (such as newsletters, brochures, white papers and technical specifications).

5.2    In addition to the rights granted under Section 3.1 above, you may redistribute print and electronic copies of downloadable content within your business, organisation, company or group of companies, providing that copies of downloadable content must not be edited or amended in any way and must retain:

(a)    the name of our business;

(b)    any disclaimers, copyright notices and other legal notices; and

(c)    any authorial credits.

6.      Misuse of website

6.1    You must not:

(a)    use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity or security of the website;

(b)    use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c)    hack or otherwise tamper with our website;

(d)    probe, scan or test the vulnerability of our website without our permission;

(e)    circumvent any authentication or security systems or processes on or relating to our website;

(f)    use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(g)    impose an unreasonably large load on our website resources (including bandwidth, storage capacity and processing capacity);

(h)    decrypt or decipher any communications sent by or to our website without our permission;

(i)     conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(j)    access or otherwise interact with our website using any robot, spider or other automated means;

(k)    use our website except by means of our public interfaces;

(l)     violate the directives set out in the robots.txt file for our website;

(m)   use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

(n)    do anything that interferes with the normal use of our website.

6.2    You must not use data collected from our website to contact individuals, companies or other persons or entities.

6.3    You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

7.      Registration and accounts

7.1    To be eligible for an account on our website under this Section 7, you must be resident or situated in the United Kingdom.

7.2    You may register for an account with our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.

7.3    You must not allow any other person to use your account to access the website.

7.4    You must notify us in writing immediately if you become aware of any unauthorised use of your account.

7.5    You must not use any other person's account to access the website, unless you have that person's express permission to do so.

8.      User login details

8.1    If you register for an account with our website, you will be asked to choose a user ID and password.

8.2    Your user ID must not be liable to mislead and must comply with the content rules set out in Section 13; you must not use your account or user ID for or in connection with the impersonation of any person.

8.3    You must keep your password confidential.

8.4    You must notify us in writing immediately if you become aware of any disclosure of your password.

8.5    You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

9.      Cancellation and suspension of account

9.1    We may:

(a)    suspend your account;

(b)    cancel your account; and/or

(c)    edit your account details,

        at any time in our sole discretion with or without notice to you.

9.2    We will usually cancel an account if it remains unused for a continuous period of 18 months.

9.3    You may cancel your account on our website using your account control panel on the website.

10.    Testimonials

10.1  This Section 10 governs all testimonials relating to our business that you send to us, whether through our website, by email or otherwise.

10.2  Testimonials must comply with the provisions relating to user content set out in Section 13, but the licensing of testimonials shall be governed by this Section 10, and Section 12 shall not apply to testimonials.

10.3  You grant to us an exclusive, worldwide, royalty-free licence to:

(a)    edit your testimontials, providing that such editing shall not materially distort the meaning of any testimonial;

(b)    publish your testimonials on our website and in such other print and electronic media as we may determine from time to time; and

(c)    publish, together with each testimonial, the name and logo of the business and the name and job title of the person giving the testimonial.

10.4  You grant to us the right to sub-license the rights licensed under Section 10.3.

10.5  You grant to us the right to bring an action for infringement of the rights licensed in Section 10.3.

11.    Recruitment

11.1  We may from time to time publish, on our website, advertisements for job opportunities within our organisation.

11.2  We reserve the right to update information concerning the job opportunities posted on our website (including without limitation job descriptions, candidate requirements, application procedures and application deadlines).

11.3  We do not guarantee that we will consider all applications for job opportunities; nor do we guarantee that persons meeting the published candidate requirements will proceed to the next stage of the recruitment process. However, we will ensure that the application process is conducted in accordance with all applicable laws, including applicable discrimination laws.

11.4  We will treat all information forming part of a job application as confidential and in accordance with our privacy and cookies policy.

11.5  You should keep a copy of all information that you supply as part of a job application. We will not return hard copy job applications to candidates.

12.    Our rights to use your content

12.1  In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

12.2  You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to reproduce, store and, with your specific consent, publish your content on and in relation to this website.

12.3  You grant to us the right to sub-license the rights licensed under Section 12.2.

12.4  You grant to us the right to bring an action for infringement of the rights licensed under Section 12.2.

12.5  You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

12.6  You may edit your content to the extent permitted using the editing functionality made available on our website.

12.7  Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

13.    Rules about your content

13.1  You warrant and represent that your content will comply with these terms and conditions.

13.2  Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

13.3  Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a)    be libellous or maliciously false;

(b)    be obscene or indecent;

(c)    infringe any copyright, moral right, database right, trade mark right, design right, right in passing off or other intellectual property right;

(d)    infringe any right of confidence, right of privacy or right under data protection legislation;

(e)    constitute negligent advice or contain any negligent statement;

(f)    constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g)    be in contempt of any court or in breach of any court order;

(h)    be in breach of racial or religious hatred or discrimination legislation;

(i)     be blasphemous;

(j)    be in breach of official secrets legislation;

(k)    be in breach of any contractual obligation owed to any person;

(l)     depict violence in an explicit, graphic or gratuitous manner;

(m)   be pornographic, lewd, suggestive or sexually explicit;

(n)    be untrue, false, inaccurate or misleading;

(o)    consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(p)    constitute spam;

(q)    be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

(r)    cause annoyance, inconvenience or needless anxiety to any person.

14.    Report abuse

14.1  If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know.

14.2  You can let us know about any such material or activity by email or using our abuse reporting form.

15.    Limited warranties

15.1  We do not warrant or represent:

(a)    the completeness or accuracy of the information published on our website;

(b)    that the material on the website is up to date;

(c)    that the website will operate without fault; or

(d)    that the website or any service on the website will remain available.

15.2  We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

15.3  To the maximum extent permitted by applicable law and subject to Section 16.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

16.    Limitations and exclusions of liability

16.1  Nothing in these terms and conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law.

16.2  The limitations and exclusions of liability set out in this Section 16 and elsewhere in these terms and conditions:

(a)    are subject to Section 16.1; and

(b)    govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

16.3  To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

16.4  We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

16.5  We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

16.6  We will not be liable to you in respect of any loss or corruption of any data, database or software.

16.7  We will not be liable to you in respect of any special, indirect or consequential loss or damage.

16.8  You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

17.    Breaches of these terms and conditions

17.1  Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a)    send you one or more formal warnings;

(b)    temporarily suspend your access to our website;

(c)    permanently prohibit you from accessing our website;

(d)    block computers using your IP address from accessing our website;

(e)    contact any or all of your internet service providers and request that they block your access to our website;

(f)    commence legal action against you, whether for breach of contract or otherwise; and/or

(g)    suspend or delete your account on our website.

17.2  Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

18.    Third party websites

18.1  Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.

18.2  We have no control over third party websites and their contents, and subject to Section 16.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

19.    Variation

19.1  We may revise these terms and conditions from time to time.

19.2  The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

19.3  If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

20.    Assignment

20.1  You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

20.2  You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

21.    Severability

21.1  If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2  If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22.    Third party rights

22.1  A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

22.2  The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

23.    Entire agreement

23.1  Subject to Section 16.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

24.    Law and jurisdiction

24.1  These terms and conditions shall be governed by and construed in accordance with English law.

24.2  Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

25.    Statutory and regulatory disclosures

25.1  We are registered in Companies House; you can find the online version of the register at https://www.gov.uk/get-information-about-a-company, and our registration number is 10826941.

25.2  Our VAT number is 323814615.

26.    Our details

26.1  This website is owned and operated by Tradesmate - Ask A Spark Ltd.

26.2  We are registered in England and Wales under registration number 10826941, and our registered office is at Unit 10, 13 Murdock Road, Bedford, MK41 7PE.

26.3  Our principal place of business is at Unit 10, 13 Murdock Road, Bedford, MK41 7PE.

26.4  You can contact us:

(a)    by post, to the postal address given above;

(b)    using our website contact form; or

(c)    by email, using the email address published on our website.

​Consultancy terms and conditions

Please read these Terms and Conditions carefully. All contracts that the Consultant may enter into from time to time for the provision of consultancy services shall be governed by these Terms and Conditions, and the Consultant will ask the Client for the Client's express written acceptance of these Terms and Conditions before providing any consultancy services to the Client.

1.      Definitions

1.1    In these Terms and Conditions, except to the extent expressly provided otherwise:

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 08:00 to 20:00 GMT on a Business Day;

"Charges" means the following amounts:

(a)    the amounts specified in Section 4 of the Statement of Work;

(b)    such amounts as may be agreed in writing by the parties from time to time; and

(c)    amounts calculated by multiplying the Consultant's standard time-based charging rates (as notified by the Consultant to the Client before the date of a contract under these Terms and Conditions) by the time spent by the Consultant's personnel performing the Services (rounded down by the Consultant to the nearest quarter hour);

"Client" means the person or entity identified as such in Section 1 of the Statement of Work;

"Client Confidential Information" means:

(a)    any information disclosed by the Client to the Consultant during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Consultant (acting reasonably) to be confidential; and

(b)    the terms of a contract under these Terms and Conditions;

"Client Materials" means all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;

"Client Personal Data" means any Personal Data that is processed by the Consultant on behalf of the Client in relation to a contract under these Terms and Conditions, but excluding [personal data] with respect to which the Consultant is a data controller;

"Consultant" means Tradesmate - Ask A Spark, a company incorporated in England and Wales (registration number 10826941) having its registered office at Unit 10, 13 Murdock Road, Bedford, MK41 7PE;

"Consultant Indemnity Event" has the meaning given to it in Clause 13.1;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Client Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

"Deliverables" means those [deliverables] specified in Section 3 of the Statement of Work that the Consultant has agreed to deliver to the Client under these Terms and Conditions;

"Effective Date" means the date of execution of a Statement of Work incorporating these Terms and Conditions;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

"Services" means the consultancy services specified in Section 2 of the Statement of Work;

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;

"Term" means the term of a contract under these Terms and Conditions, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means these terms and conditions, including any amendments to these terms and conditions from time to time; and

"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 3 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables.

2.      Term

2.1    A contract under these Terms and Conditions shall come into force upon the Effective Date.

2.2    A contract under these Terms and Conditions shall continue in force until:

(a)    all the Services have been completed;

(b)    all the Deliverables have been delivered; and

(c)    all the Charges have been paid in cleared funds,

        upon which it will terminate automatically, subject to termination in accordance with Clause 16.

2.3    Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3.      Services

3.1    The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.

3.2    The Consultant shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant's industry.

3.3    The Consultant shall devote such of its personnel's time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.4    The Consultant shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.

3.5    The Consultant shall comply with all reasonable requests and directions of the Client in relation to the Services.

3.6    The Consultant shall comply with all reasonable internal policies and procedures operated by the Client, communicated by the Client to the Consultant and affecting the provision of the Services.

4.      Deliverables

4.1    The Consultant shall deliver the Deliverables to the Client.

4.2    The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Consultant's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

4.3    The Consultant shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in REFERENCE TARGET REMOVED.

4.4    The Consultant warrants to the Client that:

(a)    the Deliverables will conform with the requirements of Section 3 of the Statement of Work as at the date of acceptance of the Deliverables;

(b)    the Deliverables will be free from material defects; and

(c)    the Deliverables 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 any jurisdiction and under any applicable law.

5.      Client Materials

5.1    The Client must supply to the Consultant the Client Materials specified in REFERENCE TARGET REMOVED, in accordance with the timetable specified in REFERENCE TARGET REMOVED.

5.2    The Client hereby grants to the Consultant a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of the Consultant's obligations and the exercise of the Consultant's rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of the Consultant's obligations and the exercise of the Consultant's rights under these Terms and Conditions.

5.3    The Client warrants to the Consultant that the Client Materials when used by the Consultant in accordance with these Terms and Conditions 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 any jurisdiction and under any applicable law.

6.      Intellectual Property Rights

6.1    The Consultant hereby assigns to the Client with full title guarantee all of the Intellectual Property Rights in the Deliverables, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term, excluding the Intellectual Property Rights in the Client Materials and the Third Party Materials. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights.

6.2    The Consultant shall ensure that the Third Party Materials are:

(a)    licensed to the Client in accordance with the relevant licensor's standard licensing terms;

(b)    licensed to the Client on reasonable terms notified by the Consultant to the Client;

(c)    sub-licensed by the Consultant to the Client on reasonable terms notified in writing by the Consultant to the Client; or

(d)    sub-licensed by the Consultant to the Client on the basis of a non-exclusive, worldwide, perpetual and irrevocable licence to use the Third Party Materials in connection with the Deliverables,

        as determined by the Consultant.

6.3    To the maximum extent permitted by applicable law:

(a)    the Consultant irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which the Consultant may at any time be entitled; and

(b)    the Consultant undertakes to ensure that all individuals involved in the preparation of the Deliverables will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which they may at any time be entitled.

6.4    The Consultant must use reasonable endeavours to:

(a)    do or procure the doing of all acts; and

(b)    execute or procure the execution of all documents,

        that the Client may reasonably request from time to time in order to perfect or confirm the Client's ownership of the rights assigned by these Terms and Conditions.

7.      Charges

7.1    The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.

7.2    If the Charges are based in whole or part upon the time spent by the Consultant performing the Services, the Consultant must obtain the Client's written consent before performing Services that result in any estimate of time-based Charges given to the Client being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Client agrees otherwise in writing, the Client shall not be liable to pay to the Consultant any Charges in respect of Services performed in breach of this Clause 7.2.

7.3    All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant.

7.4    The Consultant may elect to vary any element of the Charges by giving to the Client not less than 30 days' written notice of the variation expiring on any anniversary of the date of execution of a contract under these Terms and Conditions, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 7.4 (or, if no such variation has occurred, since the date of execution of a contract under these Terms and Conditions), in the Retail Prices Index (all items) published by the UK Office for National Statistics.

8.      Payments

8.1    The Consultant shall issue invoices for the Charges to the Client at any time after the relevant Services have been delivered to the Client.

8.2    The Client must pay the Charges to the Consultant within the period of 30 days following the issue of an invoice in accordance with this Clause 8.

 

8.3    The Client must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Consultant to the Client from time to time).

8.4    If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:

(a)    charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b)    claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9.      Consultant's confidentiality obligations

9.1    The Consultant must:

(a)    keep the Client Confidential Information strictly confidential;

(b)    not disclose the Client Confidential Information to any person without the Client's prior written consent;

(c)    use the same degree of care to protect the confidentiality of the Client Confidential Information as the Consultant uses to protect the Consultant's own confidential information of a similar nature, being at least a reasonable degree of care;

(d)    act in good faith at all times in relation to the Client Confidential Information; and

(e)    not use any of the Client Confidential Information for any purpose other than [specify purposes].

9.2    Notwithstanding Clause 9.1, the Consultant may disclose the Client Confidential Information to the Consultant's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to a contract under these Terms and Conditions and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

9.3    This Clause 9 imposes no obligations upon the Consultant with respect to Client Confidential Information that:

(a)    is known to the Consultant before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b)    is or becomes publicly known through no act or default of the Consultant; or

(c)    is obtained by the Consultant from a third party in circumstances where the Consultant has no reason to believe that there has been a breach of an obligation of confidentiality.

9.4    The restrictions in this Clause 9 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Consultant on any recognised stock exchange.

9.5    Upon the termination of a contract under these Terms and Conditions, the Consultant must immediately cease to use the Client Confidential Information.

9.6    Within 5 Business Days following the date of termination of a contract under these Terms and Conditions, the Consultant must destroy or return to the Client (at the Client's option) all media containing Client Confidential Information, and must irrevocably delete the Client Confidential Information from its computer systems.

9.7    The provisions of this Clause 9 shall continue in force indefinitely following the termination of a contract under these Terms and Conditions.

10.    Distance and off-premises contracts: cancellation right

10.1  This Clause 10 applies if and only if the Client enters into a contract under these Terms and Conditions with the Consultant as a consumer - that is, as an individual acting wholly or mainly outside the Client's trade, business, craft or profession - where that contract is a distance contract or off-premises contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

10.2  The Client may withdraw an offer to enter into a contract under these Terms and Conditions with the Consultant at any time; and the Client may cancel a contract under these Terms and Conditions entered into with the Consultant at any time within the period:

(a)    beginning when that contract was entered into; and

(b)    ending at the end of 14 days after the day on which that contract was entered into,

        subject to Clause 10.3. The Client does not have to give any reason for the withdrawal or cancellation.

10.3  The Client agrees that the Consultant may begin the provision of services before the expiry of the period referred to in Clause 10.2, and the Client acknowledges that, if the Consultant does begin the provision of services before the end of that period, then:

(a)    if the services are fully performed, the Client will lose the right to cancel referred to in Clause 10.2; and

(b)    if the services are partially performed at the time of cancellation, the Client must pay to the Consultant an amount proportional to the services supplied or the Consultant may deduct such amount from any refund due to the Client in accordance with this Clause 10.

10.4  In order to withdraw an offer to enter into a contract under these Terms and Conditions or cancel a contract under these Terms and Conditions on the basis described in this Clause 10, the Client must inform the Consultant of the Client's decision to withdraw or cancel (as the case may be). The Client may inform the Consultant by means of any clear statement setting out the decision. In the case of cancellation, the Client may inform the Consultant using the cancellation form that the Consultant will make available to the Client. To meet the cancellation deadline, it is sufficient for the Client to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.

10.5  If the Client withdraws an offer to enter into a contract under these Terms and Conditions, or cancels a contract under these Terms and Conditions, on the basis described in this Clause 10, the Client will receive a full refund of any amount the Client paid to the Consultant in respect of that contract, except as specified in this Clause 10.

10.6  The Consultant will refund money using the same method used to make the payment, unless the Client has expressly agreed otherwise. In any case, the Client will not incur any fees as a result of the refund.

10.7  The Consultant will process the refund due to the Client as a result of a cancellation on the basis described in this Clause 10 without undue delay and, in any case, within the period of 14 days after the day on which the Consultant is informed of the cancellation.

11.    Data protection

11.1  The Consultant shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

11.2  The Client warrants to the Consultant that it has the legal right to disclose all Personal Data that it does in fact disclose to the Consultant under or in connection with a contract under these Terms and Conditions.

11.3  The Client shall only supply to the Consultant, and the Consultant shall only process, in each case under or in relation to a contract under these Terms and Conditions:

(a)    the Personal Data of data subjects falling within the categories specified in REFERENCE TARGET REMOVED (or such other categories as may be agreed by the parties in writing); and

(b)    Personal Data of the types specified in REFERENCE TARGET REMOVED (or such other types as may be agreed by the parties in writing).

11.4  The Consultant shall only process the Client Personal Data for the purposes specified in REFERENCE TARGET REMOVED.

11.5  The Consultant shall only process the Client Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 11.

11.6  The Consultant shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

11.7  The Client hereby authorises the Consultant to make the following transfers of Client Personal Data:

(a)    the Consultant may transfer the Client Personal Data internally to its own employees, offices and facilities in [jurisdiction(s)], providing that such transfers must be protected by appropriate safeguards, namely [specify safeguards];

(b)    the Consultant may transfer the Client Personal Data to its sub-processors in the jurisdictions identified in REFERENCE TARGET REMOVED, providing that such transfers must be protected by any appropriate safeguards identified therein; and

(c)    the Consultant may transfer the Client Personal Data to a country, a territory or sector to the extent that the European Commission has decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

11.8  The Consultant shall promptly inform the Client if, in the opinion of the Consultant, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.

11.9  Notwithstanding any other provision of a contract under these Terms and Conditions, the Consultant may process the Client Personal Data if and to the extent that the Consultant is required to do so by applicable law. In such a case, the Consultant shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

11.10 The Consultant shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

11.11 The Consultant and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data, including those measures specified in REFERENCE TARGET REMOVED.

11.12 The Consultant must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Consultant shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Consultant must not implement the changes. The Consultant shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Consultant by this Clause 11.

11.13 As at the Effective Date, the Consultant is hereby authorised by the Client to engage, as sub-processors with respect to Client Personal Data, the third parties identified in REFERENCE TARGET REMOVED.

11.14 The Consultant shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

11.15 The Consultant shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Consultant may charge the Client at its standard time-based charging rates for any work performed by the Consultant at the request of the Client pursuant to this Clause 11.15.

11.16 The Consultant must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay and, in any case, not later than 72 hours after the Consultant becomes aware of the breach.

11.17 The Consultant shall make available to the Client all information necessary to demonstrate the compliance of the Consultant with its obligations under this Clause 11 and the Data Protection Laws. The Consultant may charge the Client at its standard time-based charging rates for any work performed by the Consultant at the request of the Client pursuant to this Clause 11.17, providing that no such charges shall be levied with respect to the completion by the Consultant (at the reasonable request of the Client, not more than once per calendar year) of the standard information security questionnaire of the Client.

11.18 The Consultant shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

11.19 The Consultant shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Consultant's processing of Client Personal Data with the Data Protection Laws and this Clause 11. The Consultant may charge the Client at its standard time-based charging rates for any work performed by the Consultant at the request of the Client pursuant to this Clause 11.19, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Consultant of a contract under these Terms and Conditions or any security breach affecting the systems of the Consultant.

11.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under a contract under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to a contract under these Terms and Conditions as may be necessary to remedy such non-compliance.

12.    Warranties

12.1  The Consultant warrants to the Client that:

(a)    the Consultant has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions;

(b)    the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms and Conditions; and

(c)    the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

12.2  The Client warrants to the Consultant that it has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions.

12.3  All of the parties' warranties and representations in respect of the subject matter of a contract under these Terms and Conditions are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 14.1, no other warranties or representations will be implied into that contract and no other warranties or representations relating to the subject matter of that contract will be implied into any other contract.

13.    Indemnity

13.1  The Consultant shall indemnify and shall keep indemnified the Client 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 the Client and arising directly or indirectly as a result of any breach by the Consultant of these Terms and Conditions (a "Consultant Indemnity Event").

13.2  The Client must:

(a)    upon becoming aware of an actual or potential Consultant Indemnity Event, notify the Consultant;

(b)    provide to the Consultant all such assistance as may be reasonably requested by the Consultant in relation to the Consultant Indemnity Event;

(c)    allow the Consultant the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Consultant Indemnity Event; and

(d)    not admit liability to any third party in connection with the Consultant Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Consultant Indemnity Event without the prior written consent of the Consultant, without prejudice to the Consultant's obligations under Clause 13.1.

13.3  The indemnity protection set out in this Clause 13 shall be subject to the limitations and exclusions of liability set out in a contract under these Terms and Conditions.

14.    Limitations and exclusions of liability

14.1  Nothing in these Terms and Conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law, and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.

14.2  The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:

(a)    are subject to Clause 14.1; and

(b)    govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

14.3  The Consultant will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.

14.4  The Consultant will not be liable to the Client in respect of any loss of profits or anticipated savings.

14.5  The Consultant will not be liable to the Client in respect of any loss of revenue or income.

14.6  The Consultant will not be liable to the Client in respect of any loss of business, contracts or opportunities.

14.7  The Consultant will not be liable to the Client in respect of any loss or corruption of any data, database or software.

14.8  The Consultant will not be liable to the Client in respect of any special, indirect or consequential loss or damage.

14.9  The liability of the Consultant to the Client under a contract under these Terms and Conditions in respect of any event or series of related events shall not exceed the greater of:

(a)    £1,000,000; and

(b)    the total amount paid and payable by the Client to the Consultant under that contract in the 12 month period preceding the commencement of the event or events.

14.10 The aggregate liability of the Consultant to the Client under a contract under these Terms and Conditions shall not exceed the greater of:

(a)    £1,000,000; and

(b)    the total amount paid and payable by the Client to the Consultant under that contract.

15.    Force Majeure Event

15.1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under a contract under these Terms and Conditions (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2  A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under a contract under these Terms and Conditions, must:

(a)    promptly notify the other; and

(b)    inform the other of the period for which it is estimated that such failure or delay will continue.

15.3  A party whose performance of its obligations under a contract under these Terms and Conditions is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16.    Termination

16.1  The Consultant may terminate a contract under these Terms and Conditions by giving to the Client not less than 30 days' written notice of termination. The Client may terminate a contract under these Terms and Conditions by giving to the Consultant not less than 30 days' written notice of termination.

16.2  Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:

(a)    the other party commits any breach of a contract under these Terms and Conditions, and the breach is not remediable; or

(b)    the other party commits a breach of a contract under these Terms and Conditions, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.

16.3  Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:

(a)    the other party:

(i)     is dissolved;

(ii)    ceases to conduct all (or substantially all) of its business;

(iii)   is or becomes unable to pay its debts as they fall due;

(iv)   is or becomes insolvent or is declared insolvent; or

(v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under that contract); or

(d)    if that other party is an individual:

(i)     that other party dies;

(ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)   that other party is the subject of a bankruptcy petition or order.

16.4  The Consultant may terminate a contract under these Terms and Conditions immediately by giving written notice to the Client if:

(a)    any amount due to be paid by the Client to the Consultant under that contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)    the Consultant has given to the Client at least 30 days' written notice, following the failure to pay, of its intention to terminate that contract in accordance with this Clause 16.4.

17.    Effects of termination

17.1  Upon the termination of a contract under these Terms and Conditions, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.2, 6.4, 8.2, 8.4, 9, 11.1, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15, 11.16, 11.17, 11.18, 11.19, 11.20, 13, 14, 17, 18.2, 20 and 21.

17.2  Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of a contract under these Terms and Conditions shall not affect the accrued rights of either party.

18.    Status of Consultant

18.1  The Consultant is not an employee of the Client, but an independent contractor.

18.2  The termination of a contract under these Terms and Conditions will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of a contract under these Terms and Conditions.

19.    Notices

19.1  Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.

19.2  Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 5 of the Statement of Work):  

(a)    delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b)    sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

19.3  The addressee and contact details set out in Section 5 of the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.

20.    General

20.1  No breach of any provision of a contract under these Terms and Conditions shall be waived except with the express written consent of the party not in breach.

20.2  If any provision of a contract under these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of that contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

20.3  A contract under these Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.

20.4  The Client hereby agrees that the Consultant may assign the Consultant's contractual rights and obligations under a contract under these Terms and Conditions to any successor to all or a substantial part of the business of the Consultant from time to time, providing that, if the Client is a consumer, such action does not serve to reduce the guarantees benefiting the Client under that contract. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of the Consultant assign, transfer or otherwise deal with any of the Client's contractual rights or obligations under a contract under these Terms and Conditions.

20.5  A contract under these Terms and Conditions is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a contract under these Terms and Conditions are not subject to the consent of any third party.

20.6  The main body of these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of a contract under these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

20.7  A contract under these Terms and Conditions shall be governed by and construed in accordance with English law.

20.8  The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a contract under these Terms and Conditions.

21.    Interpretation

21.1  In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)    any subordinate legislation made under that statute or statutory provision.

21.2  The Clause headings do not affect the interpretation of these Terms and Conditions.

21.3  References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

21.4  In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.