Terms and Conditions
INTERPRETATION
The following definitions and rules of interpretation apply inthese Conditions.
Definitions:
Additional Services:any further services provided by the Supplier at the Customer’s request, beyond the Initial Project defined in the Engagement Letter (and which, if provided, will be deemed to be Services for the purposes of these Conditions).
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning given in clause 2.1.
Conditions: these terms and conditions.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the company, firm or entity (whether incorporated orunincorporated) who purchases Services from the Supplier.
Engagement Letter:means the engagement letter issued by the Supplier in respect of the Initial Project (to which these Conditions may be attached).
Intellectual Property Rights: patents, rights to inventions,copyright and related rights, trade marks, rights in good will and the right to sue for passing off, rights in designs, database rights, rights to confidential information (including 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,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.
Initial Project:the initial provision of Services to be provided by the Supplier to the Customer as described in the Engagement Letter.
Services:means the services provided by the Supplier to the Customer (including any Additional Services).
Supplier: Impart Limited, registered in England and Wales withcompany number08343098atPlatform, New Station Street, Leeds,England, LS1 4JB
Interpretation
Any words following the termsincluding,include,in particular,for exampleor any similar expression,shall be construed as illustrative and shall not limit the senseof the words, description, definition, phrase or term precedingthose terms.
BASIS OF CONTRACT
The Supplier shall issue an Engagement Letter to the Customerwhich shall operate as an invitation for the Customer to issuean order (which may be a formal purchase order or an informalemail). Any Engagement Letter is onlyvalid for a period of 30Business Days from its date of issue. The Customer’s issue of anorder shall constitute an offer to the Supplier to contract withthe Customer upon these Conditions. The Customer’s offer shallbe deemed accepted by the Supplier, thereby creating the Contractupon the terms set out in the Engagement Letter and theseConditions, on the earlier of (i) the date that the Supplierissues to the Customer an acknowledgement of the Customer’s order(which may be issued by email) or, (ii) ifno acknowledgement oforder is issued, upon commencement of the provision of theServices by the Supplier (Commencement Date). The Contract willcontinue until completion of the Services and payment by theCustomer of the Charges in full, or upon earlier termination inaccordance with these Conditions.
These Conditions apply to the Contract to the exclusion of anyother terms that the Customer seeks to impose or incorporate(whether attached to an order or otherwise), or which are impliedby law, trade custom, practice or course of dealing.
SUPPLY OF SERVICES
The Supplier shall supply the Services to the Customer inaccordance with the Contract in all material respects. TheSupplier warrants to the Customer that the Services will beprovided using reasonable care and skill. Unfortunately, theSupplier cannot guarantee that the Services shall result in anyamount, or any particular amount, of business being won by orfor the Customer.
Additional Services may be agreed verbally or in writing and whenagreed are provided subject to these Conditions.
CUSTOMER'S OBLIGATIONS
The Customer shall:
ensure that the terms of the Engagement Letter are completeand accurate in reflecting its instructions for the InitialProject to the Supplier;
provide theSupplier with such information, content andmaterials as the Supplier may reasonably require in orderto supply the Services (Input Materials), and ensure thatsuch Input Materials are (i) provided to the qualityreasonably requested by the Supplier (ii) provided at theagreed time, and (iii) complete and accurate in all materialrespects. The Customer acknowledges that, notwithstandingthe provisions of clause 4.2 below, the quality of anysubmission or tender produced by the Supplier on theCustomer’s behalf will be adversely affected by any failureof the Customer to comply with the provisions of this clause4.1.2;
comply with all applicable laws, and not require theSupplier to do anything that may breach any applicable law;
co-operate with the Supplier in all matters relating to theServices.
If the Supplier’s performance of any of its obligations underthe Contract is prevented or delayed by any act or omission bythe Customer or failure by the Customer to perform any relevantobligation (Customer Default):
without limiting or affecting any other right or remedyavailable to it, the Supplier shall have the right tosuspend performance of the Services until the Customerremedies the Customer Default, and to rely on the CustomerDefault to relieve itfrom the performance of any of itsobligations in each case to the extent the Customer Defaultprevents or delays the Supplier’s performance of any of itsobligations;
the Supplier shall not be liable for any costs or lossessustained or incurred by the Customer arising directly orindirectly from the Supplier’s failure or delay to performany of its obligations as set out in this clause 0.
CHARGES AND PAYMENT
The Charges for the Services shall be calculated on a time andmaterials basis:
the Charges shall be calculated in accordance with theSupplier’s daily or hourly fee rates, as set out in theEngagement Letter;
the Supplier’s daily fee rates for eachindividual arecalculated on the basis of a seven and a half hour day from9.00 am to 5.30 pm (with one hour for lunch) worked onBusiness Days. The Supplier shall be entitled to charge ona pro-rata basis for any part-days worked;
the Supplier’s timesheets of work performed for the Customershall be definitive except in the case of manifest error;
any cost estimates issued by the Supplier are non-binding;
the Supplier shall be entitled to charge the Customer forany expenses reasonably incurred by the individuals whomthe Supplier engages in connection with the Services.
The Supplier reserves the right to increase the Charges not morethan once per calendar year. Increases in the Charges willgenerally be applied as from April in each calendar year.
The Supplier shall invoice the Customer fortnightly in arrears.The Customer shall pay each invoice submitted by the Supplierwithin 30 days (unless stated otherwise in the Engagement Letter)of the date of the invoice, and in full, cleared funds to a bankaccount nominated in writing by the Supplier. Time for paymentshall be of the essence of the Contract.
Charges are quoted exclusive of VAT, which shall be added toeach invoice at the applicable rate, and paid by the Customer.Charges are also exclusive of expenses, which will be chargedto, and paid for by, the Customer in accordance with clause 5.1.5above.
If the Customer fails to make a payment due to the Supplier underthe Contract by the due date, then, without limiting theSupplier’s remediesunder clause9, the Customer shall pay costsand interest on the overdue sum from the due date until paymentof the overdue sum, whether before or afterjudgement, at theapplicable rate from time to time under the Late Payment ofCommercial Debts (Interest) Act 1999.
All amounts due under the Contract shall be paid in full withoutany set-off, counterclaim, deduction or withholding.
INTELLECTUAL PROPERTY RIGHTS
Nothing in these Conditions shall operate to transfer any pre-existing Intellectual Property Rights of one party, to the otherparty.
If any new Intellectual Property Rights are created by theSupplier in the performance of the Services,they shall vest uponcreation (and remain vested) in the Supplier. To the extent that any such new Intellectual Property Rights are created by theSupplier exclusively in the performance of the Services for theCustomer and are based on and incorporate anyInput Materials,the said new Intellectual Property Rights shall vest uponcreation in the Supplier but shall transfer to the Customerautomatically upon payment in full by the Customer of the Chargesfor the project in respect of which such rights have beencreated. Subject always to clause 11.3, nothing herein shallprevent the Supplier from using similar themes or ideas in itsservices for other clients.
The Customer grants the Supplier a non-exclusive, royalty-free,non-transferable licence to use theInput Materials for thepurpose of providing the Services to the Customer.
DATA PROTECTION
The Supplier is a controller of the personal data disclosed toit by or on behalf of the Customer for the purposes of performingthe Contract. The Supplier shallcomply with all of theobligations imposed on a controller under applicable DataProtection legislation (including the Data Protection Act 2018andthe General Data Protection Regulation ((EU) 2016/679)), inrespect of such personal data. Without limitation to theforegoing, the Supplier processes personal data in accordancewith its privacy policy which is available upon request.
LIMITATION OF LIABILITY
Nothing in the Contract limits any liability which cannot legallybe limited.
Subject to clauses 8.1 and0, the Supplier’s total liability tothe Customer arising under or in connection with the Contractincluding liability in contract, tort (including negligence),misrepresentation, restitution or otherwise, within any ContractYear shall not exceed the Cap.
In clause 8.2:
Cap. The Cap is the lesser of £100,000 or 200% of the TotalCharges in the Contract Year in which the liabilityoccurred;
Contract Year. A Contract Year means a 12-month periodcommencing on the Commencement Date or any anniversary ofit;
Total Charges. The Total Charges means all sums paid by theCustomer and all sums payable under the Contract in respectof Services actually supplied by the Supplier (includingfor the avoidance of doubt the price of any AdditionalServices provided).
The following types of loss are wholly excluded:
- loss of profits
- loss of sales or business.
- loss of agreements or contracts.
- loss of anticipated savings.
- loss of use or corruption of software, data or information.
- loss of or damage to goodwill or reputation; and
- indirect or consequential loss.
For the avoidance of doubt, sums paid by the Customer to theSupplier pursuant to the Contract, in respect of any Servicesnot provided inaccordance with the Contract, are losses thatare not excluded in any way.
This clause8shall survive termination of the Contract.
How to contact the appropriate authority
If you want to report a complaint or feel that Impart has not addressed your concern in a satisfactory manner, you can contact the Information Commissioner’s Office: https://ico.org.uk/
TERMINATION
Without affecting any other right or remedy available to it,either party may terminate the Contract with immediate effect bygiving written notice to the other party if:
- the other party commits a material breach of any term ofthe Contract and (if such a breach is remediable) fails toremedy that breach within 14 days of that party beingnotified in writing to do so;
- the other party takesany step or action in connection withits entering administration, provisional liquidation or anycomposition or arrangement with its creditors (other thanin relation to a solvent restructuring), being wound up(whether voluntarily or by order of the court, unless forthe purpose of a solvent restructuring), or having areceiver appointed to any of its assets or ceasing to carryon business; or
- the other party suspends, or threatens to suspend, or ceasesor threatens to cease to carry on all or a substantial partof its business.
Without affecting any other right or remedy available to it, theSupplier may terminate the Contract with immediate effect bygiving written notice to the Customer if the Customer fails topay any amount due under the Contract onthe due date for payment.
Without affecting any other right or remedy available to it, theSupplier may suspend the supply of Services if the Customer failsto pay any amount due under the Contract on the due date forpayment, the Customer becomes subject to any of the events listedin clause0and clause 9.1.3, or the Supplier reasonably believesthat the Customer is about to become subject to any of them.
Cap. The Cap is the lesser of £100,000 or 200% of the TotalCharges in the Contract Year in which the liabilityoccurred;
Contract Year. A Contract Year means a 12-month periodcommencing on the Commencement Date or any anniversary ofit;
Total Charges. The Total Charges means all sums paid by theCustomer and all sums payable under the Contract in respectof Services actually supplied by the Supplier (includingfor the avoidance of doubt the price of any AdditionalServices provided).
The following types of loss are wholly excluded:
- loss of profits
- loss of sales or business.
- loss of agreements or contracts.
- loss of anticipated savings.
- loss of use or corruption of software, data or information.
- loss of or damage to goodwill or reputation; and
- indirect or consequential loss.
For the avoidance of doubt, sums paid by the Customer to theSupplier pursuant to the Contract, in respect of any Servicesnot provided inaccordance with the Contract, are losses thatare not excluded in any way.
This clause8shall survive termination of the Contract.
How to contact the appropriate authority
If you want to report a complaint or feel that Impart has not addressed your concern in a satisfactory manner, you can contact the Information Commissioner’s Office: https://ico.org.uk/
CONSEQUENCES OF TERM INATION
On termination of the Contract the Customer shall immediatelypay to the Supplier all of the Supplier’s outstanding unpaidinvoices and interest (if applicable) and, in respect of Servicessupplied but for which no invoice hasbeen submitted, theSupplier shall submit an invoice, which shall be payable by theCustomer immediately on receipt.
Termination of the Contract shall not affect any rights,remedies, obligations or liabilities of the parties that haveaccrued up to the date of termination.
Any provision of the Contract that expressly or by implicationis intended to come into or continue in force on or aftertermination of the Contract shall remain in full force and effect.
GENERAL
Force majeure.Neither party shall be in breach of the Contractnor liable for delay in performing, or failure to perform, anyof its obligations under the Contract if such delay or failureresults from events, circumstances or causes beyond itsreasonable control.
Assignment and other dealings.Neither party shall assign,mortgage, charge, subcontract or deal in any other manner withany or all of its rights or obligations under the Contractwithout the prior written consent of the other (such consent notto be unreasonably withheld, conditioned or delayed).
Entire agreement.The Contract constitutes theentire agreementbetween the parties and supersedes and extinguishes all previousagreements, promises, assurances, warranties, representationsand understandings between them, whether written or oral,relating to its subject matter. Each party acknowledges that inentering into the Contract it does not rely on, and shall haveno remedies in respect of any statement, representation,assurance or warranty (whether made innocently or negligently)that is not set out in the Contract. However, nothing in thisclause shall limit or exclude any liability for fraud.
Variation.Except as set out in these Conditions, no variationof the Contract shall be effective unless it is in writing andsigned by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or bylaw is only effective if given in writing and shall not be deemeda waiver of any subsequent right or remedy. A failure or delayby a party to exercise any right or remedy provided under theContract orby law shall not constitute a waiver of that or anyother right or remedy, nor shall it prevent or restrict anyfurther exercise of that or any other right or remedy.
Severance.If any provision or part-provision of the Contract isor becomes invalid, illegal or unenforceable, it shall be deemedmodified to the minimum extent necessary to make it valid, legaland enforceable. If such modification is not possible, therelevant provision or part-provision shall be deemed deleted.Any modification to or deletion of a provision or part-provisionunder this clause0shall not affect the validity andenforceability of the rest of the Contract.
Notices.Any noticegiven to a party under or in connection withthe Contract shall be in writing (including email) and shall bedelivered by hand or by pre-paid first-class post or other nextworking day delivery service at its registered office (if acompany) or its principal place of business (in any other case) or by email (to the Supplier at richard.tobias@impart.co.uk,andto the Customer at the email address of the senior contactprovided to the Supplier prior to the time of the notice), andshall be deemed received (i)if delivered by hand, on signatureof a delivery receipt, (ii) if sent by pre-paid first-class postor other next working day delivery service, at 9.00 am on thesecond Business Day after posting, or (iii) if sent by email, at9.00 am on the Business Dayafter it was sent, provided it wassent on a Business Day (or at 9.00 am on the second Business Dayafter it was sent if not sent on a Business Day) and provided ineach case that the sender has not received a notice of sendfailure from its email system.
Third party rights.Unless the Engagement Letter expressly statesotherwise, the Contract does not give rise to any rights underthe Contracts (Rights of Third Parties) Act 1999 to enforce anyterm of the Contract.
Governing law & Jurisdiction.The Contract, and any dispute orclaim (including non-contractual disputes or claims) arising outof or in connection with it or its subject matter or formationshall be governed by, and construed in accordance with the lawof England and Wales. Each party irrevocably agrees that thecourts of England and Wales shall have exclusive jurisdiction tosettle any dispute or claim (including non-contractual disputesor claims) arising out of or in connection with the Contract orits subject matter or formation.
How to contact the appropriate authority
If you want to report a complaint or feel that Impart has not addressed your concern in a satisfactory manner, you can contact the Information Commissioner’s Office: https://ico.org.uk/
