Terms & Conditions

Business services contract

Contract for provision of services

1. Application of agreement

1.1 The Agency shall supply and the Client shall purchase the Services in accordance with and subject to this Agreement.

1.2 The Contract shall exclude any other terms and conditions or other agreement terms subject to which any such Quotation or Response is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.

2. Definitions and interpretation

2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

‘Agency’ means Within International Limited, a company registered in England under 05811037 of Old Gun Court, North Street, Dorking, Surrey, United Kingdom, RH4 1DE and includes all employees and agents of Within International;

‘Agreement’ means this contract for the purchase and sale of the supply of the Services;

‘Business Day’ means any day other than a Saturday, Sunday or public bank holiday in England, when banks in London are open for business;

‘Client’ means the business entity, company, partnership, or other commercial organisation named in the Quotation or Response for the sale of the supply of the Services whose order for the Services is accepted by the Agency;

‘Client Materials’ means the specific materials supplied by or on behalf of the Client in any media and in any form;

‘Commencement Date’ means the commencement date for the Contract as set out in the Quotation or Response, as applicable;

‘Confidential Information’ means, in relation to the Agency, information which is disclosed to the Client by the Agency pursuant to or in connection with this Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such) including without limitation any Know How, business strategies, financial information, customer lists, and proprietary methodologies;

‘Contract’ means the contract for the purchase and sale of the supply of the Services under this Agreement;

‘Control’ shall be determined by reference to Section 1124 of the Corporation Tax Act 2010 or, where the entity concerned is neither a body corporate nor a partnership for the purposes of that section, by reference to the principles in that section;

‘Core IP’ means any Intellectual Property Rights which are owned or controlled by the Agency and/or that have been created or developed by the Agency or on behalf of the Agency in advance of, and separate to, the provision of Services in any media and in any form, including but not limited to proprietary methodologies, frameworks, software tools, platforms, templates, standardised processes, research and analysis techniques, business intelligence systems, and any intellectual property that forms part of the Agency’s standard service offering or competitive advantage;

‘COVID-19’ means the 2019 outbreak of the coronavirus disease and any other acute respiratory syndrome including (SARS-Cov-2);

‘Data Protection Legislation’ means all applicable data protection and privacy legislation in force from time to time in the UK including but not limited to, the General Data Protection Regulation 2016/679, the Data Protection Act 2018, the UK GDPR (if applicable), the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications 2003 (SI 2003/2426) as amended, and any other similar national privacy legislation and any replacement legislation coming into effect from time to time;

‘Deliverables’ means the specific work products, materials, content, or outputs expressly described in the Quotation and/or Response, or any Statement of Work, which the Agency is required to produce or supply to the Client under this Contract. For clarity, Deliverables exclude:

(a) any Core IP or Know How of the Agency, except to the extent such Core IP or Know How is incorporated into the Deliverables and is necessary for the use of the Deliverables for their intended purpose, in which case the Client shall receive only a limited licence under Clause 8;

(b) any Third-Party Materials unless expressly stated otherwise in the Quotation and/or Response;

(c) any tools, templates, processes, frameworks, software code, or other proprietary materials of the Agency used in the creation of the Deliverables, except to the extent included within the Deliverables and required for their use as intended by the Contract.

‘Fee’ means the Fees stated in the Quotation or Response, as applicable, payable for the Services, together with any additional fees or charges agreed in writing between the Agency and the Client in respect of changes to the scope of the Services under Clause 7.6 or otherwise under this Contract.

‘Force Majeure Event’ means any cause beyond the reasonable control of the affected Party, including but not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, pandemic and/or epidemic (including COVID-19), diseases, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, cyber security incidents affecting critical systems, climate change related events including extreme weather, supply chain disruptions affecting essential services, regulatory changes requiring immediate compliance, and sanctions or trade restrictions;

‘Group Company’ means, in relation to a Party, any and all group undertakings (as such term is defined in Section 1161 of the Companies Act 2006 as amended) from time to time of that Party;

‘Intellectual Property Rights’ means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, data, rights in data, database rights, rights to use, and protect the confidentiality of, confidential information (including trade secrets), Know How and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

‘Know How’ means the confidential knowledge, know-how, methods, processes and applications of the Agency in respect of any materials, goods or services (which are not in the public domain) which were developed, created or devised by the Agency from time to time;

‘Month’ means a calendar month;

‘Personal Data’ means personal data, including ‘special personal data’ (as defined by the Data Protection Legislation) that has been disclosed to the Agency by Client or which is collected by the Agency on behalf of Client when the Agency acts in its capacity as a processor pursuant to the Contract or which is collected by either Party and shared with the other Party when both Parties act in their capacity as controllers;

‘Quotation’ means a written statement from the Agency setting out the estimated cost for the Services identified in writing as a “quotation”;

‘Response’ means a response to a RFP provided by the Agency to the Client in respect of the Services and Deliverables;

‘RFP’ means a request for proposal submitted by the Client to the Agency in connection with the provision and/or potential provision of Services;

‘Service Delivery Milestone’ means the estimated target dates for completion of certain elements of the Services as set out in the Response and/or Quotation;

‘Services’ means the Services to be provided to the Client as specifically set out in the Quotation and/or Response;

‘Specification’ means the description or specification of the Services provided by the Agency to the Client in the Quotation and/or Response;

‘Third-Party Fees’ means fees and/or expenses payable by the Agency to third parties relating to and/or associated with the provision of the Services which are not included in the Fees;

‘Third-Party Materials’ means any work or materials authored, created or performed by a third party and either commissioned for, or used in relation to, the Services, including library images and stock content.

2.2 Unless the context otherwise requires, each reference in this Agreement to:

(a) ‘writing’, and any cognate expression, includes a reference to any communication effected by written or electronic transmission or similar means but excluding fax transmission;

(b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

(c) a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

(d) a ‘Party’ or the ‘Parties’ refer to the parties to this Agreement.

2.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

2.4 Words imparting the singular number shall include the plural and vice versa.

2.5 References to any gender shall include the other gender.

3. Basis of contract

3.1 This Agreement is incorporated into every Contract between the Agency and the Client. Any acceptance by the Client of a Quotation or Response issued by the Agency shall constitute an offer by the Client to purchase the Services in accordance with this Agreement.

3.2 For the avoidance of doubt, any Quotation, Response, sales literature, price list, or other document issued by the Agency is provided for information only, shall not constitute a binding offer capable of acceptance by the Client, and may be withdrawn or varied at any time prior to acceptance by the Agency. The Agency reserves the right to vary or withdraw any such document due to factors including, but not limited to:

(a) changes in supplier costs or third-party costs;

(b) fluctuations in exchange rates;

(d) corrections of errors or omissions;

(e) changes in project specifications requested by the Client;

(f) alterations in applicable laws or regulatory requirements; or

(g) other factors reasonably affecting the commercial viability of the Quotation or Response.

3.3 A valid Contract will come into existence between the Agency and the Client upon the earliest of:

(a) the Agency’s written acceptance of the Client’s offer;

(b) the commencement of the provision of Services by the Agency in connection with the Response and/or Quotation; or

3.4 The Agency may withdraw any Quotation, Response, or other document at any time prior to formation of the Contract in accordance with Clause 3.3 above.

3.5 The Agency’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Agency in advance in writing. In entering into the Contract, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.6 Any typographical, clerical, obvious or other accidental errors or omissions in any Quotations, Responses, sales literature, price list, acceptance of offer, invoice or other document or information issued by the Agency shall be subject to correction without any formal variation in accordance with Clause 24 or any liability on the part of the Agency.

3.7 If there is an inconsistency between any of the provisions of this Contract, a Quotation and a Response respectively, the provisions of this Contract shall prevail in preference to a Response and Quotation, and the provisions of a Response shall prevail over the provisions of a Quotation.

4. The Services

With effect from the Commencement Date, the Agency, shall in consideration of the Fee being paid in full by the Client, provide the Services expressly identified in the Quotation and/or Response in accordance with Clauses 6 and 7.

5. Fee

5.1 The Fee for the Services shall be listed in the Agency’s Quotation and/or Response issued to the Client, current at the date of acceptance of the Client’s order or such other fee as may be agreed in writing by the Agency and the Client.

5.2 The Agency reserves the right, by giving written notice to the Client at any time before delivery or provision of the Services, to increase the Fee of the Services to reflect any increase in the cost to the Agency which is due to any factor beyond the reasonable control of the Agency (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in specifications for the Services which are requested by the Client, or failure of the Client to give the Agency adequate information or instructions.

5.3 Except as otherwise stated under the terms of any Quotation and/or Response or in any fee list of the Agency, and unless otherwise agreed in writing between the Client and the Agency, all fees are inclusive of the Agency’s charges for providing the Deliverables under the definition of the Deliverables presented in the Quotation and/or Response.

5.4 All Fees and other charges issued or incurred by the Agency shall be exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Client shall be additionally liable to pay to the Agency. The Client shall be solely responsible to pay all value added tax and other tax charges that are levied or imposed by reason of the transactions contemplated by this Agreement whether as part of the delivery of the Services or otherwise.

5.5 The Agency may invoice the Client for Third-Party Fees in arrears or upon completion of relevant services. All Third-Party Fees shall be subject to the Client’s prior written approval (which may be given by email). Third-Party Fees shall be charged to the Client at the Agency’s prevailing commercial rates, which include appropriate margins for procurement, vendor management, quality assurance, coordination and risk management services.

6. Payment

6.1 Upon formation of a valid Contract, in accordance with Clause 3.3, the Agency will issue an invoice to the Client for 50% of the Fee. The remaining 50% of the Fee shall be invoiced to the Client following completion of the Services.

6.2 The Agency shall use its reasonable endeavours to issue an invoice to the Client at its earliest convenience in respect of the Quotation and/or Response upon formation of a valid Contract and following completion of the Services.

6.3 The Client shall pay each invoice submitted by the Agency within 30 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by the Agency with time for payment being of the essence of the Contract.

6.4 The Fee is earned on a non-reconcilable basis and shall be payable in addition to all production, studio costs, and other disbursements and expenses committed to or incurred by the Agency. All production costs and expenses shall generally be invoiced based on estimates. Where actual costs materially exceed estimates due to circumstances beyond the Agency’s reasonable control or additional Client instructions, the Agency shall notify the Client and the Client shall remain liable for such costs.

6.5 In the event of the Client failing to settle any invoice by the intended Commencement Date of the Services, the Agency shall be entitled to delay commencement of the provision of the Services until such invoice is settled in full.

6.6 The Agency shall issue fee estimates, as part of the Quotation and/or Response, in advance for all work to be paid for by the Client. Should this not be possible, the Client must approve the fee estimate in writing in advance, and this will serve as sufficient authority until the relevant invoice is issued.

6.7 If the Client fails to pay to the Agency any sum payable by the Client on the due date for payment (other than in the case of a bona fide dispute), the Agency shall be entitled to charge the Client interest on the overdue sum for the period from and including the due date of payment up to the date of actual payment of the full amount at a rate of eight per cent (8%) above the UK base rate from time to time of the Bank of England.

6.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law), except where such amounts are undisputed and arise under the same Contract.

6.9 Payment security for large contracts. Where the total Fees exceed £50,000, the Agency may require the Client to provide a parent company guarantee, bank guarantee, or other security for payment as a condition of commencing Services. The form and amount of such security shall be reasonable and proportionate to the contract value and risk profile.

6.10 Retention of title. Title to any physical deliverables and intellectual property rights in Deliverables shall remain with the Agency until payment in full of all sums due under this Contract, including any interest, costs, and expenses.

6.11 Currency and exchange rate. All payments shall be made in Pounds Sterling unless otherwise agreed in writing. Where costs are incurred in foreign currencies, the Agency may apply prevailing exchange rates at the time of invoicing plus a reasonable administration charge not exceeding 3%.

6.12 Disputed invoices. Any dispute regarding an invoice must be raised in writing within 10 Business Days of receipt, specifying the grounds for dispute. Undisputed portions of invoices remain payable in accordance with the payment terms.

7. Delivery and performance

7.1 The Services and any Deliverables must not materially infringe the rights of any third party or cause the Client to infringe such rights, except where such infringement arises from Client Materials, specific instructions provided by the Client, or Third-Party Materials selected by the Client.

7.2 The Agency shall use its reasonable endeavours to meet all Service Delivery Milestones as set out in the Quotation and/or Response, subject to the exclusions contained in Clause 7.3.

7.3 The Agency’s obligations under this Clause 7 are subject to:

(a) the Client providing all necessary cooperation, information, and approvals in a timely manner;

(b) the Client Materials being accurate, complete, and not infringing third-party rights;

(d) payment of all Fees when due;

(e) the Client’s compliance with its obligations under this Contract.

7.4 The Agency shall use reasonable endeavours to perform the Services in accordance with generally accepted industry practice and to ensure that personnel assigned to the project possess suitable qualifications and experience.

7.5 The Agency shall endeavour to deliver each Deliverable substantially in line with the agreed Service Specification. Minor discrepancies that do not materially affect the functionality or purpose of the Deliverables shall not constitute a breach.

7.6 Change Management

7.6.1 Any work outside the scope of Services as defined in the Quotation, Response, or any Statement of Work shall require prior written confirmation from both the Client and the Agency.

7.6.2 For change requests estimated by the Agency to require less than eight (8) hours of additional work, informal written approval (including by email) shall suffice.

7.6.3 No change shall be implemented until the Agency and the Client have agreed in writing on:

(a) the revised scope of Services;

(b) any additional costs or fees; and

7.6.4 The Agency reserves the right to decline any requested changes at its sole discretion.

7.6.5 Approved changes shall be invoiced at the agreed rates and may result in revised delivery dates.

7.6.6 If there is a dispute as to whether any work falls within the original scope, the Agency’s determination shall prevail unless manifestly unreasonable.

8. Intellectual Property Rights

8.1 It is the intention of the Parties that:

(a) upon payment of the Fees in full, the Agency hereby assigns to the Client all Intellectual Property Rights in the Deliverables specifically created for the Client under this Contract, excluding: (i) Core IP and Know How; (ii) Third-Party Materials; (iii) any improvements, modifications, or derivatives of the Agency’s pre-existing intellectual property; (iv) general methodologies and approaches that form part of the Agency’s standard practices;

(b) the Agency retains all right, title, and interest in: (i) Core IP and Know How existing prior to this Contract; (ii) methodologies, processes, frameworks, and techniques used in providing the Services; (iii) any improvements, modifications, or derivatives of the Agency’s pre-existing intellectual property developed during the provision of Services; (iv) any intellectual property developed independently of this Contract; (v) general skills, knowledge, and experience gained during the provision of Services; (vi) business intelligence, analytics, and insights derived from the provision of Services (in anonymised form).

8.2 Limited licence to Core IP. The Agency grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use Core IP solely to the extent necessary to use the Deliverables for their intended purpose as specified in the Quotation and/or Response. This licence shall not permit the Client to:

(a) reverse engineer, decompile, or disassemble any Core IP;

(b) use Core IP for any purpose other than using the Deliverables as intended;

(d) modify or create derivative works based on Core IP;

(e) use Core IP to compete with the Agency or develop competing services.

8.3 Third-party materials. The Client acknowledges that Third-Party Materials may be incorporated into the Deliverables and that such materials remain subject to third-party licensing terms. The Agency shall use reasonable endeavours to ensure appropriate licences are in place for the Client’s intended use and shall notify the Client of any material licensing restrictions.

8.4 Moral rights and attribution. To the extent permitted by law, the Agency waives any moral rights in the Deliverables. Where such waiver is not permitted by law, the Agency consents to any treatment of the Deliverables that would otherwise infringe moral rights, provided such treatment is within the scope of the Client’s intended use.

8.5 Client indemnities. The Client shall indemnify the Agency against claims arising from:

(a) Client Materials infringing third-party rights;

(b) the Client’s use of Deliverables beyond the agreed scope;

(d) the Client’s combination of Deliverables with other materials;

(e) the Client’s failure to maintain required licenses and permissions;

(f) regulatory violations by the Client.

8.6 Reservation of rights. The Client acknowledges, accepts and agrees that all rights not expressly granted to the Client under the Contract shall be reserved to the Agency.

9. Approvals

9.1 The Client shall, within 5 Business Days of receipt via digital or physical delivery of any draft Deliverables notify the Agency in writing whether the Client:

(a) approves the draft Deliverable;

(b) wishes modifications to be made to the draft Deliverable (giving clear details and reasonable instructions in writing); or

(c) rejects the draft Deliverable and requires the Agency to provide an adapted draft Deliverables (giving clear details, reasons and instructions in writing).

9.2 If the Client does not respond to a written submission for approval of any Deliverables within 5 Business Days, the Agency may, at its discretion, treat the Deliverables as approved.

10. Data protection

10.1 Compliance with law. Both parties shall comply with applicable Data Protection Legislation in relation to personal data processed under this agreement, including the UK GDPR, the Data Protection Act 2018, and relevant regulatory guidance.

10.2 Roles and responsibilities. The Agency shall act as data controller for personal data processed for its own business purposes. Where the Agency processes personal data solely on behalf of the Client and on the Client’s written instructions, it shall act as data processor.

10.3 Lawful basis and processing principles. The Agency shall ensure that all personal data is processed fairly, lawfully and transparently, and in accordance with the principles of Data Protection Legislation. The Agency shall determine appropriate lawful bases for its own processing activities and shall not process personal data in a manner incompatible with the purposes for which it was collected.

10.4 Security measures. The Agency shall implement appropriate technical and organisational measures to protect personal data, taking into account the nature, scope, context and risks of the processing. Such measures may include, where appropriate and proportionate:

(a) access controls and authentication systems;

(b) encryption of personal data;

(d) incident response procedures.

10.5 Data subject rights. The Agency shall handle data subject requests in accordance with Data Protection Legislation. Where such requests relate to personal data processed on behalf of the Client, the Agency may coordinate with the Client where appropriate, while maintaining its separate responsibilities for its own processing activities.

10.6 Personal data breaches. Each party shall maintain appropriate procedures to detect, investigate and respond to personal data breaches. The Agency shall notify the Client without undue delay of any breach that materially affects personal data processed on the Client’s behalf.

10.7 International transfers. Where the Agency transfers personal data outside the United Kingdom or the European Economic Area, it shall ensure that such transfers comply with Data Protection Legislation and are subject to appropriate safeguards, including adequacy decisions, Standard Contractual Clauses, the UK International Data Transfer Agreement, or other legally approved mechanisms.

10.8 Retention and deletion. Upon termination of this agreement, the Agency shall handle personal data in accordance with its data retention policies and applicable legal requirements. The Agency shall securely delete personal data processed solely on behalf of the Client where reasonably requested, subject to its own legal obligations and legitimate business interests.

10.9 Use of sub-processors. The Agency may engage sub-processors for processing personal data, provided it imposes equivalent data protection obligations on such sub-processors and remains responsible for their compliance with Data Protection Legislation.

10.10 Priority of data protection terms. In the event of any conflict between this agreement and Schedule 1 (Data Processing Details), the terms of Schedule 1 shall prevail with respect to the processing of personal data.

11. Non-delivery of services

11.1 If the Agency fails to provide the Services within a reasonable time following the Commencement Date or as set out in the Quotation and/or Response other than for reasons outside the Agency’s reasonable control, non-payment of the Fees or because of delays caused by the Client:

(a) if the Agency provides the Services and delivers the Deliverables within 30 Business Days thereafter the Agency shall have no liability in respect of such late delivery; or

(b) if the Client gives written notice to the Agency within 10 Business Days after the delivery date set out in the Quotation and/or Response and the Agency fails to provide the Services or deliver the Deliverables within 30 Business Days after receiving such notice the Client may cancel the Quotation and/or Response and the Agency’s liability shall be limited to the excess (if any) of the cost to the Client (in the cheapest available market) of similar services to those not delivered or provided over the Fee of the Services not delivered or provided.

12. Termination

12.1 Without affecting any other right or remedy available to it, the Agency may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of being notified in writing to do so;

(b) the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

(d) the Client’s financial position deteriorates to such an extent that in the Agency’s reasonable opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

(e) the Client fails to pay any amount due under the Contract on the due date for payment and such failure continues for more than 10 Business Days after written notice; or

(f) there is a change of Control of the Client and the Agency reasonably considers that such change may adversely affect the Client’s ability to perform its obligations under this Contract.

12.2 Without affecting any other right or remedy available to it, the Agency shall have the right to suspend the supply of Services immediately under the Contract or any other contract between the Client and the Agency if:

(a) the Client fails to pay any amount due under the Contract on the agreed due date for payment and such failure continues for more than 5 Business Days;

(b) the Client becomes subject to any of the events listed in Clauses 12.1(b), 12.1(c) or 12.1(d), or the Agency reasonably believes that the Client is about to become subject to any of them;

12.3 Without affecting any other right or remedy available to it, the Agency shall have the right to terminate the Contract for convenience by giving not less than 60 Business Days’ written notice to the Client.

12.4 Termination for convenience by Client. The Client may terminate this Contract for convenience by giving not less than 60 Business Days’ written notice to the Agency. Where the Client terminates for convenience, the Client shall pay:

(a) all Fees for Services completed to the date of termination;

(b) a termination fee calculated as follows:

(i) 15% of remaining Fees if termination occurs within the first 25% of the project timeline;

(ii) 10% of remaining Fees if termination occurs within the first 50% of the project timeline;

(iii) 5% of remaining Fees if termination occurs after 50% completion;

(d) reasonable demobilisation costs incurred by the Agency.

13. Consequences of termination

13.1 On termination or expiry of the Contract:

(a) the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Agency shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return to the Agency any Deliverables which have not been fully paid for. If the Client fails to do so, then the Agency may enter the Client’s premises and take possession of them. Until the Deliverables have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with fulfilling its obligations in this Clause 13.

13.2 Where the Contract is terminated in accordance with Clauses 12.1, 12.2 or 12.4:

(a) any Fees paid by the Client shall be non-refundable;

(b) any non-recoverable Third-Party Fees incurred by the Agency in the provision of the Services shall be non-refundable; and

(c) any work commenced or completed by the Agency under the Contract up to and including the date of termination shall be payable on a pro rata basis.

13.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14. Ability to perform

The Agency shall ensure that it has and maintains all licences, permissions and consents necessary to carry out its obligations under this Contract including securing any work permits required for its employees.

15. Assignment

15.1 The Agency may at any time assign, sub-contract, sub-licence, delegate or deal in any other manner with any of its rights and obligations under the Contract without requiring the prior written consent of the Client.

15.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Agency.

16. Client’s default

16.1 If the Client fails to make full payment of the Fees when due and by no later than the intended Commencement Date of the Services then, without prejudice to any other right or remedy available to the Agency, the Agency shall be entitled to:

(a) cancel the Quotation and/or Response or suspend immediately any further provision of Services and delivery of the Deliverables to the Client;

(b) appropriate any payment made by the Client to such of the Services (or the services supplied under any other contract between the Client and the Agency) as the Agency may think fit (notwithstanding any purported appropriation by the Client); and

16.2 The Agency rights in Clause 16.1 also applies if:

(a) the Client becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or

17. Liability

17.1 Exclusions and limitations. Subject to Clause 17.5, the Agency excludes all liability for any loss or damage arising from or in connection with the Contract, whether such liability arises in contract, tort (including negligence), breach of statutory duty, or otherwise, except as expressly provided in this Agreement.

17.2 Specific exclusions. Without prejudice to the generality of Clause 17.1, the Agency specifically excludes liability for:

(a) loss of profits, revenue, or anticipated savings;

(b) loss of business opportunity, contracts, or goodwill;

(d) damage to reputation;

(e) any indirect, special, consequential, or punitive loss or damage;

(f) any loss arising from the Client’s use of the Deliverables beyond the scope specified in the Quotation and/or Response;

(g) any loss arising from the Client’s modification of the Deliverables;

(h) any loss arising from Client Materials or third-party materials;

(i) any loss arising from the Client’s failure to implement the Agency’s recommendations;

(j) business interruption or loss of use;

(k) any loss arising from cyber security incidents;

(l) any loss arising from Force Majeure Events.

17.3 Liability cap. Subject to Clause 17.5, the Agency’s total liability under or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid under the Contract.

17.4 Time limitation. No claim may be brought against the Agency more than 6 months after the cause of action arose.

17.5 Exceptions to exclusions and limitations. Nothing in this Clause 17 shall exclude or limit the Agency’s liability for:

(a) death or personal injury caused by the Agency’s negligence;

(b) fraud or fraudulent misrepresentation;

17.6 Client indemnities. The Client shall indemnify and hold harmless the Agency against all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with:

(a) the Client’s breach of this Agreement;

(b) the Client’s use of the Deliverables beyond the agreed scope;

(d) any claim arising from the Client’s modification of the Deliverables;

(e) any breach by the Client of Data Protection Legislation;

(f) any claim by third parties arising from the Client’s use of the Services or Deliverables;

(g) any regulatory investigation or enforcement action arising from the Client’s business activities;

(h) any claim arising from the Client’s failure to comply with applicable laws and regulations.

17.7 Mitigation. The Client shall take reasonable steps to mitigate any loss or damage it may suffer as a result of the Agency’s breach of this Contract.

18. Confidentiality

18.1 The Client undertakes that it shall not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients, suppliers, methodologies, or processes of the Agency.

18.2 The Client may disclose the Agency’s Confidential Information only:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of the Contract and who are bound by equivalent confidentiality obligations; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3 The Client shall not use the Agency’s Confidential Information for any purpose other than to receive the Services under the Contract.

18.4 The Client consents to use of its name and logo by the Agency on its website and in marketing and sales literature.

18.5 The Agency may use anonymised data and insights derived from the provision of Services for its own business purposes, including benchmarking and service improvement.

19. Notices

19.1 Any notice given to a Party under or in connection with the Contract shall be in writing and shall be 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 sent by email.

19.2 Notices shall be deemed to have been duly given:

(a) when delivered, if delivered by courier or other messenger (including registered mail) at the time the notice is left during the normal business hours; or

(b) if sent by pre-paid first-class post or other postal services next working day delivery service, at 9.00 am on the Business Day after posting; or

(c) when 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.

19.3 All notices under this Contract shall be addressed to the most recent address or e-mail address notified to the other Party.

20. Force majeure

20.1 Force majeure events. The Agency shall not be liable for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure Event.

20.2 Notification. The Agency shall notify the Client in writing of any Force Majeure Event affecting its performance within a reasonable time of becoming aware of the event.

20.3 Consequences of force majeure. During a Force Majeure Event:

(a) the Agency’s obligations shall be suspended to the extent prevented by the Force Majeure Event;

(b) time for performance shall be extended by the duration of the Force Majeure Event plus a reasonable period for resumption;

(d) the Client shall continue to perform any obligations not affected by the Force Majeure Event, including payment obligations for Services already performed.

20.4 Prolonged force majeure. If a Force Majeure Event continues for more than 90 consecutive days, the Agency may terminate this Contract by giving 30 days’ written notice to the Client. In such case:

(a) the Client shall pay for all Services performed to the date of termination;

(b) the Agency shall not be liable for any further obligations under the Contract.

21. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

22. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement (and, by extension, the Contract). The remainder of this Agreement and the Contract shall be valid and enforceable.

23. Third-party rights

With the exception of any Agency Group Company and its employees, a person who is not a Party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

24. Variation

No variation to this Agreement shall be binding unless agreed in writing between the authorised representatives of the Client and the Agency.

25. No partnership or agency

Nothing in this Contract and no action taken by the Parties under this Contract shall create or be deemed to create a partnership or establish the relationship of principal and agent or any other fiduciary relationship between the Parties and no Party shall have the right to obligate or bind the other in any manner whatsoever.

26. Anti-bribery and corruption

26.1 The Client shall:

(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

(c) notify the Agency (in writing) if it becomes aware of any breach of Clause 26 or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage.

26.2 Breach of this Clause 26 shall be deemed a material breach under Clause 12.

27. Entire Agreement

27.1 The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

27.2 Each Party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

28. Governing law and jurisdiction

28.1 This Agreement and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

28.2 Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1: Data processing details

Subject matter: Processing of Personal Data in connection with the provision of Services as specified in the Quotation and/or Response.

Duration: For the duration of this Contract and as required for legal retention periods thereafter.

Nature and purpose of processing: Processing Personal Data as necessary to provide the Services, including but not limited to analysis, reporting, communication, and project management activities.

Categories of data subjects: The Client’s employees, customers, suppliers, and other individuals whose Personal Data may be processed in connection with the Services.

Categories of personal data: As specified in the Quotation and/or Response, which may include contact details, professional information, and other data necessary for the provision of Services.