Terms & Conditions
OUR RELATIONSHIP WITH YOU
- We will perform the Services using reasonable skill and care.
- We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other.
- We may subcontract portions of the Services to other organisations, who may deal with you directly. Nevertheless, we alone will be responsible to you for the Reports (as defined in Section 10), the performance of the Services, and our other obligations under this Agreement.
- We will not assume any management responsibilities in connection with the Services.
- You shall assign a qualified person to oversee the Services and take responsibility for management decisions in connection with them.
- You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services.
- To the best of your knowledge, all information provided by you or on your behalf (Client Information) will be accurate and complete in all material respects. The provision of Client Information to us will not infringe any copyright or other third-party rights.
- We will rely on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it.
- You shall be responsible for your personnel’s compliance with your obligations under this Agreement.
- Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement (Reports), other than Client Information, are for your internal use only (consistent with the purpose of the particular Services).
- You may not disclose a Report (or any portion or summary of a Report), or refer to us in connection with the Services, except:
(a) to your lawyers (subject to these disclosure restrictions), who may use it only to give you advice relating to the Services,
(b) to the extent, and for the purposes, required by law (including subpoena or similar legal process) or any professional or regulatory obligation (of which you will promptly notify us),
(c) to other persons (including your affiliates) with our prior written consent, on terms to be stipulated by us, who may use it only as we have specified in our consent.
- If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form we provide.
- You may incorporate into your internal documents any summaries, calculations or tables based on Client Information contained in a Report, but not our recommendations, conclusions or findings. If you then disclose such internal documents to anyone, you shall assume sole responsibility for their contents and you shall not refer to us in connection with them.
- You may not rely on any draft Report. We shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery.
- You (and any others for whom Services are provided) may not recover from us, in contract or tort, under statute or otherwise, any amount with respect to loss of profit, business, revenue, data, goodwill, or anticipated savings, or any economic, consequential, incidental, indirect, or special loss or damage of any kind. in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated. Any liability or remedy for innocent or negligent (but not fraudulent) misrepresentation is expressly excluded.
- Our liability to you in respect of breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this Agreement and the Services shall be limited in total to £1 million to cover claims of any sort whatsoever (excluding interest and costs) arising out of or in connection with this Agreement and the Services. This is covered off by £1m in Professional Indemnity Insurance which is maintained by AdviseInc.
- Where there is more than one party to this Agreement (other than us), the limit of liability will have to be allocated among you. It is agreed that, save where an allocation is expressly agreed between you and stated in the Statement of Work, the limit of liability will be allocated such that you will each have an equal share of it. You shall not dispute the validity, enforceability or operation of the limit of liability on the ground that no allocation was expressly stated in the Statement of Work.
- If we are liable to you (or to any others for whom Services are provided) under this Agreement or otherwise in connection with the Services, for loss or damage to which any other persons have also contributed, our liability to you shall be several, and not joint, with such others, and shall be limited to our fair share of that total loss or damage, based on our contribution to the loss and damage relative to the others’ contributions. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of our proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.
- You shall make any claim relating to the Services or otherwise under this Agreement no later than 3 years after the act or omission alleged to have given rise to the claim.
- The limitations in Sections 14 to 17 will not apply to any liability (including vicarious liability) for death or personal injury or arising as a result of fraud on our part nor to any liability which cannot lawfully be excluded or limited.
- You may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against our subcontractors, members, shareholders, directors, officers, partners, principals or employees (AdviseInc Persons). You shall make any claim or bring proceedings only against us.
- We disclaim all responsibility for any consequence whatsoever should any third party rely on any Report unless AdviseInc Ltd. has given its prior written consent. To the fullest extent permitted by applicable law and professional regulations, you shall indemnify us and the AdviseInc Persons against all claims by third parties (including your affiliates) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the disclosure of any Report, or a third party’s use of or reliance on any Report. You shall have no obligation hereunder to the extent that we have specifically authorized, in writing, the third party’s reliance on the Report.
INTELLECTUAL PROPERTY RIGHTS
- We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (Materials) that we own or license in performing the Services. Notwithstanding the delivery of any Reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).
- Upon payment for the Services, you may use any Materials included in the Reports, as well as the Reports themselves, as permitted by this Agreement.
- Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:
(a) is or becomes public other than through a breach of this Agreement,
(b) is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information,
(c) was known to the recipient at the time of disclosure, or is thereafter created independently without reference or access to the discloser’s information,
(d) is disclosed as necessary to enforce the recipient’s rights under this Agreement, or
(e) must be disclosed under applicable law, legal process or professional regulations. You agree that if you receive any request under the Freedom of Information Act 2000 (where you are subject to it) for disclosure of information provided by us, you will promptly notify us of such request prior to any disclosure.
If circumstances arise such that we disclose information to the National Crime Agency (NCA), due to the restrictions imposed by law we may be prevented from discussing such matters with you or from proceeding with the Services pending consent from NCA. If this arises we shall have no liability to you as a result of any suspension or termination of the Services.
- Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement. We cannot guarantee the security and integrity of any electronic communications or information sent or received in relation to this Agreement.
- Unless prohibited by applicable law, we may disclose Client Information to AdviseInc Persons to facilitate performance of the Services, to comply with regulatory requirements, to check conflicts, or for quality, risk management or financial accounting purposes.
- We may collect, use, transfer, store or otherwise process (collectively, Process) Client Information that can be linked to specific individuals (Personal Data). We will Process the Personal Data in accordance with applicable law and professional regulations including (without limitation) the Data Protection Act 1998. We will require any service provider that Processes Personal Data on our behalf to adhere to such requirements.
- You warrant that you have the authority to provide any such Personal Data to us in connection with the performance of the Services and that the Personal Data provided to us has been Processed in accordance with applicable law.
FEES AND EXPENSES GENERALLY
- You shall pay our professional fees and specific expenses in connection with the Services as detailed in the Statement of Work. You shall also reimburse us for other reasonable expenses incurred in performing the Services. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally).
- We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks.
- If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.
- Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.
TERM AND TERMINATION
- This Agreement applies to all Services performed at any time (including before the date of this Agreement).
- This Agreement shall terminate on the completion of the Services. Either party may terminate the contract at any time by giving one month’s written notice. Upon the expiration of the notice the contract shall terminate without prejudice to the rights of the parties accrued to the date of termination.
- You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement. Payment is due within 30 days following receipt of our invoice for these amounts.
- Our respective confidentiality obligations under this Agreement shall continue for a period of a year following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION
- This Agreement, and any non-contractual obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of England and Wales.
- If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, you may take the issue up with your director contact. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.
Any dispute relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the English courts, to which each of us agrees to submit for these purposes.
- The limitations in sections 14 to 19 are intended to benefit all AdviseInc Persons, who shall be entitled to enforce them. Otherwise a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. However, this Agreement may be modified or discharged by agreement between the parties hereto and without any requirement for the consent of any AdviseInc Persons.
- This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
- Both of us may execute this Agreement (and modifications to it) by electronic means and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement.
- You represent that the person signing this Agreement on your behalf is expressly authorized to execute it and to bind you and any of your affiliates or others for whom Services are performed to its terms.
- You agree that we, subject to professional obligations, act for other clients, including your competitors; it is our responsibility to ensure there is no conflict of interest.
- Neither of us may assign any of our rights, obligations or claims under this Agreement.
- If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.
- If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): (a) the Cover Letter, (b) the Statement of Work and any annexes thereto, (c) these General Terms and Conditions, and (d) other annexes to this Agreement. No party enters this Agreement on the basis of or relying on any representation, warranty or other provision not expressly stated therein.
- We may use your name publicly to identify you as a client, but we may refer to you in connection with the Services only if it is a matter of public knowledge that we are providing them (or have provided them), or with your written consent.