Consulting Terms and Conditions

PUBLICATION DATE: 06/2020

This agreement (the “Agreement”) is entered into between:

Anota Ltd (hereafter “Service Provider“) and

You (hereafter the “Customer“).

Our standard terms and conditions for our consulting services are as follows:

Definitions

In a Consulting Agreement, unless the context otherwise requires the following words and expressions have the following meanings:

Consulting Agreement” – A Consultancy Service Agreement covering each and every SOP013 Scope of Works or SOP013A Addendum for a Customer.

Business Day” – A day other than a Saturday or Sunday when the main clearing banks in London are open for a full range of business banking transactions.

Data Protection Legislation” – The General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time.

Deliverables” – the outputs from the provision of the Services including those described in any SOP013 Scope of Works of SOP013A Addendum.

Intellectual Property Rights” – All patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;

Services” – The services to be provided by the Service Provider as specified in any SOP013 Scope of Works or SOP013A Addendum.

Scope of Works” – A statement agreed between the Service Provider and the Customer from time to time specifying works to be carried out by and deliverables to be provided by the Service Provider.

Addendum” – An agreed and duly signed (by both the Customer and Service Provider) statement that serves to modify or add to in some way, a previously agreed SOP013 Scope of Works.

  1. Interpretation

1.1 Any reference in a Consulting Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.2 The headings in a Consulting Agreement are for convenience only and shall not affect its interpretation.

1.3 Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to a Consulting Agreement unless expressly stated to the contrary.

1.4 Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted.

1.5 Use of the word “including” is without prejudice to the generality.

  1. Provision of the Services

The Service Provider shall provide and perform the Services on the terms and conditions of a Consulting Agreement and will do so:

2.1 in compliance with all applicable laws, regulations, codes of practice and professional standards.

2.2 with reasonable skill and care.

2.3 in accordance with the terms of a Consulting Agreement, including the timescales specified in the SOP013 Scope of Works or SOP013A Addendum.

2.4 in accordance with good professional practice.

  1. Personnel

3.1 The Service Provider shall use its reasonable endeavours to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Customer.

3.2 The Service Provider shall use its reasonable endeavours to ensure that its personnel comply with the Customer’s site regulations when the Service Provider’s personnel are on the Customer’s premises.

3.3 The Customer shall not at any time during the term of a Consulting Agreement or for a period of 12 months following its expiry or termination employ or solicit for employment or engage on any basis any member of the Service Provider’s personnel (whether employed or engaged on some other basis by the Service Provider).

3.4 The Customer acknowledges the cost to the Service Provider of losing and replacing any such person and the Customer agrees that if it breaches the provisions of clause 4.3, the Customer shall pay to the Service Provider by way of liquidated damages a sum equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package.

  1. Obligations of the Customer

4.1 The Customer shall provide the Service Provider with such information and access to such facilities and personnel as the Service Provider shall reasonably require in order to provide the Services.

4.2 The Customer shall make such decisions and provide such instructions as the Service Provider shall require and at the time that the Service Provider requires to enable the Service Provider to provide the Services.

4.3 The Customer acknowledges that the Service Provider’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Customer providing that information and access and providing those decisions and instructions at the times required by the Service Provider.

  1. Intellectual Property

5.1 Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.

5.2 All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Service Provider; the Customer shall have a royalty free, perpetual licence to use those rights as envisaged by a Consulting Agreement to enable the Customer to have the benefit of the Services and the Deliverables for use within the Customer’s own business.

5.3 The Service Provider warrants to the Customer that the Deliverables will not in any way infringe the Intellectual Property Rights of any other person and the Service Provider will indemnify the Customer and keep the Customer fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Customer might incur or suffer as a result of any breach of this warranty.

5.4 If the indemnity in clause 6.3 is to be called upon the Customer shall:

5.4.1 promptly notify the Service Provider in writing of the claim.

5.4.2 make no admission or settlement without the Service Provider’s prior written consent.

5.4.3 allow the Service Provider to have control over the conduct of the claim including any litigation; and

5.4.4 give the Service Provider such assistance and information that the Service Provider reasonably requires.

5.5 The Service Provider shall have no liability under the indemnity in clause 6.3 where the alleged infringement arises from the Customer using the Deliverables in any manner or for any purpose other than those for which they were provided.

  1. Confidentiality

6.1 The Service Provider and the Customer may during the course of a Consulting Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).

6.2 The receiving party shall:

6.2.1 keep all Confidential Information confidential and not disclose it to any person (save as required by law); and

6.2.2 use the Confidential Information only for the purpose for which it was provided and for no other purpose.

  1. Data Protection

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

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Service Provider is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).

7.3 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Service Provider for the duration and purposes of

a Consulting Agreement.

7.4 The Service Provider shall, in relation to any personal data processed in connection with the performance by the Service Provider of its obligations under a Consulting Agreement:

7.4.1 process that personal data only for the purposes of a Consulting Agreement or on the Customer’s written instructions.

7.4.2 ensure that it has in place appropriate technical and organisational measures, 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, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;

7.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

7.4.4 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:

7.4.4.1 the Service Provider has provided appropriate safeguards in relation to the transfer.

7.4.4.2 the data subject has enforceable rights and effective legal remedies.

7.4.4.3 the Service Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

7.4.4.4 the Service Provider complies with the Customer’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data.

7.4.5 assist the Customer 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.

7.4.6 notify the Customer without undue delay on becoming aware of a personal data breach.

7.4.7 at the Customer’s written direction, delete or return personal data and copies thereof to the Customer on termination of a Consulting Agreement unless required by applicable law to store the

personal data.

7.4.8 maintain records and information to demonstrate its compliance with these provisions.

  1. Fees

8.1 The Service Provider shall charge, and the Customer shall pay the amounts set out or calculated in accordance with the relevant SOP013 Scope of Works or SOP013A Addendum.

8.2 Where the fees are to be calculated on a time and materials basis, the Service Provider may increase those fees on giving not less than one month’s written notice to the Customer except where a daily fee is agreed for the duration of an SOP013 Scope of Works or SOP013A Addendum.

8.3 Any sums stated in any SOP013 Scope of Works or SOP013A Addendum are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Customer in addition.

8.4 The Customer shall in addition reimburse the Service Provider for expenses including those that are specified in the relevant SOP013 Scope of Works or SOP013A Addendum provided they are reasonable and properly incurred.

  1. Payment

9.1 The Service Provider shall invoice the Customer on the basis set out in the relevant SOP013 Scope of Works or SOP013A Addendum or, if payment details are not set out, monthly in arrears.

9.2 The Customer shall pay all valid and properly submitted invoices not later than 30 days after they are received or at such other times as may be specified in the Schedule or the relevant SOP013 Scope of Works or SOP013A Addendum.

9.3 If the Customer does not pay any invoice by the due date for payment the Service Provider may, without prejudice to any other rights and remedies that it may have:

9.3.1 suspend provision of the Services until payment in full including any interest is received; and/or

9.3.2 charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.

9.4 The Customer shall pay all invoices in full without any set-off or deduction unless otherwise agreed in writing.

  1. Duration

These terms run in perpetuity unless amended accordingly and shall continue in force, subject to early termination in accordance with the next following clause, until terminated by either party giving to the other not less than two months’ notice, such notice to expire at any time.

  1. Termination

Either party may terminate a Consultancy Agreement forthwith on notice to the other party if that other party:

11.1   is in material breach of any of the terms of a Consultancy Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 14 Business Days of service of notice specifying the breach and requiring it to be remedied.

11.2 has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or ceases, or threatens to cease, trading.

  1. Consequences of Termination

12.1 Termination under clause 11 or clause 12 may be in respect of any individual SOP013 Scope of Works or SOP013A Addendum.

12.2 On termination of a Consulting Agreement for any reason and at the end of the provision of the Services, the Service Provider shall return all property, equipment and other things provided to it by the Customer in connection with the provision of the Services.

12.3 Termination of a Consulting Agreement or any SOP013 Scope of Works or SOP013A Addendum shall not affect any right or remedy which has accrued due at the time of termination.

  1. Liability

13.1 Nothing in a Consulting Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud.

13.2 Subject to clause 14.1, the Service Provider shall have no liability to the Customer in connection with a Consulting Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.

13.3 Subject to clauses 14.1 and 14.2 the maximum aggregate liability of the Service Provider to the Customer under or in connection with a Consulting Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Customer under a Consulting Agreement in respect of the 12 months fees or £1,000,000, whichever is the lower, prior to the date on which such liability arises.

  1. Force majeure

14.1 Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under a Consulting Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party.

14.2 If a party is affected by any circumstance or event of the type described in clause 15.1, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.

  1. Personal Agreement

15.1 A Consulting Agreement is personal to the Service Provider and the Customer and neither of them shall assign any of their rights under a Consulting Agreement without the prior written consent of the other.

15.2 The Service Provider may sub-contract part or parts of its obligations under a Consulting Agreement but shall remain liable for the performance of those parts that have been sub-contracted.

15.3 The parties do not intend any person who is not a party to a Consulting Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

  1. Entire Agreement

A Consulting Agreement (together with any SOP013 Scope of Works or SOP013A Addendum) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, drawings, agreements and understandings.

  1. Status

17.1 The Service Provider and the Customer are each independent contractors and nothing contained in a Consulting Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.

17.2 The Service Provider shall have no authority to incur any liability or expense on behalf of the Customer or to make any promise, representation or commitment that might be binding on the Customer without the prior written consent of the Customer.

  1. Notices

18.1 Any notices that are required under a Consulting Agreement shall be in writing and shall be served on the relevant party at its registered office address.

18.2 Notices may be served by:

18.2.1 personal delivery, in which case they shall be deemed to be served when delivered; or

18.2.2 first-class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting.

  1. Resolution of Disputes

If any differences or disputes arise between the Service Provider and the Customer in connection with a Consulting Agreement, they shall use all reasonable endeavours to resolve them by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.

  1. Changes, Variations and Waiver

20.1 If either party wishes to propose a change to the Services or any other provision of a Consulting Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.

20.2 A Consulting Agreement may only be varied or any right under a Consulting Agreement waived by a written document signed by authorised representatives of both parties.

20.3 If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of a Consulting Agreement, that will not amount to a waiver of those rights or that provision.

  1. Severability

21.1 If any provision or part-provision of a Consulting Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

21.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

21.3 Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of a Consulting Agreement.

  1. Law and Jurisdiction

A Consulting Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.

You will be required to digitally sign a copy of this document prior to commencement.

Version: 1.60 Release date: 08/06/2020