Terms and Conditions

These terms and conditions are set out to confirm that both parties understand and agree to all parts of this document.

[ Please Note that some terminologies within these Terms and Conditions have been adapted to be grammatically correct for the public. Meaning that words such as 'I' and 'We' will be adapted accordingly ]

1.In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:

Party 1: The Agency
Party 2: The Client

Services

‍The services to be performed by Party 1 in the course of their appointment hereunder as set out in the proposal prior to this agreement, such services to be provided using reasonable skill and care.

Termination Date: To be the date that one of the parties ends (or terminates) a contract.

Data Protection Legislation : Means the Data Protection Act 2018 which incorporates the GDPR

2. Appointment

2.1 With effect from the Commencement Date, Party 1 is (subject to Clause 9) appointed as a Contractor to Party 2 for a period agreed in the proposal prior to this agreement, to carry out the project also agreed prior to this agreement, unless this Agreement is terminated by either party serving not less than a three months minimum term with a 28 days notice in writing on the other.

3. Services

Party 1 agrees:

3.1 To undertake and provide the Services in accordance with any brief and deadline agreed with Party 2 within the agreed proposal.

3.2 To manage and carry out the Services in an expert and diligent manner and to provide their services to the best of their technical and creative skill and to be responsible for how the services are provided;

3.3 To the best of their ability, promptly and faithfully to meet the deliverables and deadlines agreed with Party 2;

3.4 Party 1 is free to undertake and accept other engagements, except those which lead or might lead to any conflict of interest between Party 1 and Party 2 during their appointment;

3.5 To use such suitably qualified and experienced personnel as they may from time to time deem appropriate;

3.6 Party 1 has the right to supply a substitute of equivalent knowledge and expertise and acknowledges that Party 2 has the right to refuse the replacement if, in the reasonable view of Party 2, the replacement is not sufficiently qualified to undertake the work. Where substitution occurs, Party 2 will remain responsible for its obligations under the agreement and will be responsible for the payment of the replacement, so that there will be no further payments outside of the agreed terms to pay for any handover period between the original consultant and the replacement.

3.7 To keep Party 2 informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by Party 2. While Party 1’s method of working is entirely their own and they are not subject to the control of Party 2, they shall nevertheless comply with this and any other reasonable requests of Party 2 (or its clients) which do not impact upon Party 1’s method of working.

4. Fee

4.1 Fees for the Services are as stated in the proposal prior to working with us.

5. Invoices and Payment

5.1 Unless specifically agreed otherwise, invoices will be submitted on the 18th of every month by Party 1 and payment made within 10 days. Cash payments are to be paid on the day of invoice. If payment is any later than this then statutory interest shall be charged at 8% per week in line with the Bank of England base rate for business to business transactions.

5.2 Should work be suspended or delayed through any default of the Party 2, Party 1 shall be entitled to immediate payment for the work carried out and expenses incurred.

5.3 Payment is by cash, cheque, invoice link or bank transfer. If the bank or payment software refuses a payment, Party 2 will be responsible for all charges.

5.4 Party 1 will not be liable for any direct, indirect of consequential losses, damages or costs caused in connection with the contract of service and cannot be held responsible for any loss, damage, theft etc of related data., projects or equipment either at our premises or the clients.

5.5 Party 1 has the right to automatically bill your account if payment is late and if this fails, Party 2 will be responsible for all charges, as stated in 5.3.

6. Expenses

6.1 Party 1 shall be entitled to be reimbursed by Party 2 for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to Party 1 providing Party 2 with vouchers, receipts or other evidence of actual payment of such expenses and subject to the arrangement being specifically agreed in advance by Party 2 to Party 1.

7. Confidentiality

7.1 Party 1 hereby agrees that during the course of their appointment under this Agreement they is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of Party 2 and those of Party 2’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), (including in particular (specify relevant matters)) and accordingly Party 1 hereby undertakes to and covenants with Party 2 that:

7.1.1 they shall not at any time after the Termination Date use or procure the use of the name of Party 2 in connection with their own or any other name in any way calculated to suggest that they continues to be connected with the business of Party 2 or in any way hold himself or herself out as having such connection;

7.1.2 they shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of Party 1 Services; and

7.1.3 they shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of Party 2 whose province it is to know the same any Confidential Information and they shall use their best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

7.2 The restrictions set out in Clause 7.1 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of Party 1.

7.3 All team members hired by Party 1 both internally and externally are included in this confidentiality agreement.

8. Party 1’s Property

Upon the expiration or termination of their appointment under this Agreement for whatsoever cause, Party 1 shall forthwith deliver up to Party 2 or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records and any other papers which may be in their possession, custody or control and which are the property of Party 2 or which otherwise relate in any way to the business or affairs of Party 2 and no copies of the same or any part thereof shall be retained by him or her. they shall then (if required by Party 2) make a declaration that the whole of the provisions of this clause have been complied with.

9. Termination of Agreement

Either party shall have the right at any time to terminate this Agreement by giving 28 days notice in writing to the other party. In addition, Party 2 shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of Party 1;

9.1 Being in material or persistent breach of any of the terms of this Agreement;

9.2 Dying or becoming by reason of incapacity incapable of managing their affairs;

9.3 Persistently and willfully neglecting or becoming incapable for any reason of efficiently performing Party 1’s Services; or

9.4 Doing any action manifestly prejudicial to the interests of Party 2 or which in the opinion of the Board may bring Party 2 into disrepute; and Party 1 shall have no claim against Party 2 in respect of the termination of their appointment for any of the reasons specified pursuant to Clauses 9.1 to 9.4.

9.5 Party 1 has the right to terminate this contract at any given time with no reason needing to be given along with any payments that are owed, to be made immediately.

10. Tax Liabilities

Party 2 and Party 1 declare and confirm that it is the intention of the parties that Party 1 shall have the status being a contractor and shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of their fees and accordingly Party 1 hereby agrees to indemnify Party 2 in respect of any claims that may be made by the relevant authorities against Party 2 in respect of income tax and national insurance or similar contributions relating to the Services under this Agreement.

11. Indemnity

Party 1 further warrants to Party 2 that they will:

11.1 Take out and maintain throughout the term of this Agreement, adequate professional indemnity insurance to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of Party 2, a copy of the insurance policy or policies and relevant renewal receipts for inspection by Party 2;

11.2 Take out and maintain throughout the term of this Agreement, adequate public liability insurance coverage (minimum £5 million cover) to protect themselves against any liabilities arising out of this Agreement in respect of all and any contractors/employees they utilise to carry out the Services and shall produce, at the request of Party 2, a copy of the insurance policy or policies and relevant renewal receipts for inspection by Party 2.

12. Data Protection and Data Processing

12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

In this Clause 12 Applicable Laws means (for so long as and to the extent that they apply to Party 1) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Party 2 is the data controller and Party 1 is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

12.3 Without prejudice to the generality of Clause 12.1, Party 2 will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Party 1 for the duration and purposes of the Contract.

12.4 Without prejudice to the generality of Clause 12.1, Party 1 shall, in relation to any Personal Data processed in connection with the performance by Party 1 of its obligations under the Contract:

a) Process that Personal Data only on the written instructions of Party 2 unless Party 1 is required by Applicable Laws to otherwise process that Personal Data. Where Party 1 is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Party 1 shall promptly notify Party 2 of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Party 1 from so notifying Party 2;

b) Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Party 2, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, 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 (those measures may include, where appropriate, pseudonymisation and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and

c) Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

d) Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of Party 2 has been obtained and the following conditions are fulfilled:

(i) Party 2 or Party 1 has provided appropriate safeguards in relation to the transfer; (ii) The Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

(iii) Party 1 complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Party 1 complies with reasonable instructions notified to it in advance by Party 2 with respect to the processing of the Personal Data;

(e) Assist Party 2, at Party 2's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) Notify Party 2 without undue delay on becoming aware of a Personal Data breach

(g) At the written direction of Party 2, delete or return Personal Data and copies thereof to Party 2 on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) Maintain complete and accurate records and information to demonstrate its compliance with this Clause 12.

12.5 Party 2 does not consent to Party 1 appointing any third party processor of Personal Data under the Contract.

12.6 Either party may, at any time on not less than 30 days' notice, revise this Clause 12 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 the Contract).

13. Intellectual property

All rights, title and interest of whatever nature and all intellectual property rights and moral rights in any work undertaken or produced by Party 1 under or in connection with this Agreement or relating to the Services provided hereunder will vest in and belong to Party 2 at all times free from any interest of Party 1 or any third party.

14. Notices

All notices shall be in writing and shall be deemed to have been duly given when delivered by hand, email or posted by pre-paid first class post to the intended recipient at the address stated in this Agreement or to such other address as that party may specify to the other in writing. Notices which have been posted as above shall be deemed received on the second business day following posting. Notices given by Party 2 shall be deemed properly served on Party 1.

15. No Employment

Nothing in this Agreement shall render or be deemed to render Party 1 an employee or agent of Party 2. This Agreement does not create any mutuality of obligation between Party 1 and Party 2.

16. Entire Agreement

This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

17. Force Majeure

17.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

17.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

17.2.1 Strikes, lockouts or other industrial action;

17.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

17.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;

17.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

17.2.5 Political interference with the normal operations.

18. Survival of Causes of Action

The termination of this Agreement however occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

19. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

20. Waiver

20.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.

20.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.

21. Communications

Any communication to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand, email or sent by post to the address of the addressee as set out in this Agreement or such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause.

22. Law and Jurisdiction

This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.

These terms and conditions are set out to confirm that both parties understand and agree to all parts of this document.

1.In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:

Party 1: The Agency
Party 2: The Client

ServicesThe services to be performed by Party 1 in the course of their appointment hereunder as set out in the proposal prior to this agreement, such services to be provided using reasonable skill and care.