These General Terms and Conditions shall apply to all consultancy services proposed or provided by the Consultant or Consultants provided by the Agency, which are delivered entirely or partially to the Client.

1. DEFINITIONS

In these General Terms and Conditions, the following definitions are applicable:

“Client” means the organisation or company with whom the Contract is entered into;

“Confidential Information” means any information related to the Engagement disclosed by the Client to the Consultant and by the Consultant to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and the Consultant, respectively.

“Consultant” means.; The user of these Terms and Conditions “Agency” Means the company that represents the consultant.

“Contract” means the contract between the Client and the Consultant or Agency which defines the scope of the Engagement and the services to be rendered by the Consultant, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Estimate, these Terms and Conditions and any other documents (or parts thereof) specified in the Estimate;

“The Engagement” means any agreement, in whatever form, reached between the Consultant, and/or the Agency and the Client pursuant to which the Consultant agrees to render services to the Client in exchange for a fee plus costs;

“Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labour disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority;

“Project” means the services to be provided by the Consultant to the Client as specified in Consultancy and booking estimate

“Estimate” means the document setting out the services to be provided by the Consultant to the Client. Estimates are exclusive of applicable taxes unless stated otherwise.

“Subcontractor” means either an affiliate or subsidiary of the Consultant, or an independent contractor, respectively, who is qualified to perform the applicable services as contemplated by the Engagement and the Contract, and has been contracted by the Consultant accordingly, as evidenced by an agreement in writing.

“They, Them, Their” refers to any gender and either a plural or individual person(s) within the context of the sentence.

2. GENERAL

2.1 These General Terms and Conditions govern the provision of all services from or on behalf of the Consultant to the Client and apply to all legal relationships between the Consultant and the Client.

2.2 These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure of the Consultant to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither the Consultant’s commencement of performance nor the Consultant’s delivery of services shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by the Consultant, as well as acceptance by the Client of any provision of services from the Consultant shall constitute an unqualified acceptance by the Client of these General Terms and Conditions.

2.3 By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and the Consultant, even if this is not expressly stated.

3. PERFORMANCE OF THE PROJECT

3.1 The Consultant shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.

3.2 The Consultant shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.

3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of amendment to the Engagement and/or the services to be provided thereunder after conclusion of the Engagement.

3.4 In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to the Consultant, the Consultant may make any such amendments to the Engagement as they deem necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the client. Any changes that would be expected by the Consultant to increase the costs of the Client will be told to the Client in advance of the Consultant making those decisions whenever possible.

3.5 The Consultant may, at their discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if and in so far as the Consultant believes that such replacement would benefit the performance of the Engagement.

3.6 The Consultant shall provide the Client with such reports of their work on the Project at such intervals and in such form as the Client may request from time to time require. The Client has the right to notify the Consultant that they wish to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.

4. SUBCONTRACTORS

The Consultant shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that the Consultant shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to the Consultant. If requested by the Client, the Consultant shall identify these Subcontractors, specifying in each case their specific expertise.

5. CLIENT’S OBLIGATION

5.1 The Client shall at all times duly make available to the Consultant all information and documents that the Consultant deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.

5.2 The Client guarantees that the Consultant and other persons brought in to work on the project, can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules, and shall indemnify and hold harmless the Consultant against all loss, expense or damage arising from or relating to this guaranty by the Client.

5.3 The Client shall duly inform the Consultant of any facts and circumstances that may be relevant in connection with the execution of the Engagement.

5.4 Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to the Consultant.

6. FEES AND EXPENSES

6.1 The Client shall pay to the Consultant fees at the rate specified in the Consultancy Booking & Estimate.

6.2 The Consultant will monitor and record their working time on Clockify, which will be rounded to the nearest 15 minutes.

6.3 Unless otherwise stated in the Estimate the Consultant shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by them in the performance of their duties hereunder subject to production of such evidence thereof as the Client may reasonably require.

6.4 Unless otherwise stated in the Contract, payment will be made within thirty (30) days of receipt of an invoice, submitted two weeks in arrears, for work completed. Payment shall be into the bank account noted in the invoice.

6.5 Value Added Tax (VAT) or other sales taxes, where applicable, shall be shown separately on all invoices. Sales taxes, including VAT, where applicable, are in addition to day rates, fees, expenses or other charges unless otherwise stated to be included.

6.6 Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to the Consultant the requested information and documentation, shall be fully borne by the Client.

7. INTELLECTUAL PROPERTY

7.1 All results generated by the Consultant in the Project, including reports, other documents and materials, shall become the property of the Client. The Consultant shall provide all reasonable assistance such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results.

7.2 Consultant's IP That Is Not Work Product.

During the course of this project the Consultant might use intellectual property that the Consultant owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP”, and the parties shall agree during the project what intellectual property constitutes “work product” and what intellectual property constitutes “background IP”. This background IP includes, methods, workshop modules, and existing templates and frameworks used by the Consultant. The Consultant is not giving the Client this background IP. But, as part of the Contract, the Consultant is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP .The Client cannot sell or license the background IP separately from its products or services. The Consultant cannot take back this grant, and this grant does not end when the Contract is over.

8. CONFIDENTIALITY

8.1 The Consultant shall keep secret and not disclose and shall procure that their employees or other people engaged in the project or with knowledge of the project keep secret and not disclose any Confidential Information obtained by them during the performance of the Project. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of the Consultant; (ii) was already known by the Consultant, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by the Consultant from a third party on a non-confidential basis; or (iv) the Consultant is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.

8.2 Except with the prior written permission of the Consultant, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by the Consultant, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of the Consultant’s methods and work strategies without the Consultant’s written permission.

8.3 The provisions of this Article 8 shall apply during the term of the Contract and for a period of five (5) years thereafter.

9 COMPETITIVE ENGAGEMENTS.

9.1 The Consultant may work for a competitor of the Client during the tenure of the Contract. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. Should an instance arise when the Consultant might work for a competitor of the Client, the Consultant will let the Client know about the work, and will avoid working with competitors that pose a conflict of interest to this Contract. If the Consultant uses employees or subcontractors, the Consultant must make sure they follow the obligations in this paragraph, as well

10. WARRANTIES, LIABILITY AND INDEMNIFICATION

10.1 The Consultant, and any person put forward by the Consultant to perform the Project, shall not be liable if the services provided or the results generated by them in the Project are not exactly to the expectation of the Client. Nor does the Consultant, or any person put forward by the Consultant to perform the Project, warrant, either expressed or implied, that the performance by them of the Project will not infringe upon intellectual property rights of any third party.

10.2 The Client has the ultimate choice whether to implement the Consultant’s findings, methodologies, and other work. The Consultant, nor any person put forward by the Consultant to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of the Consultant or their employees. The Client shall indemnify the Consultant and Agency accordingly.

10.3 The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Consultant, its employees or third parties, related to the performance by the Consultant of the Project, except to the extent that the same can be shown to be due to any negligence or wilful misconduct on the part of the Client or its employees. The Consultant shall indemnify the Client accordingly.

10.4 Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, the Consultant’s liability shall in aggregate not exceed the amount paid to the Consultant by the Agency or Client for the Project. In any event, the Agent nor the Consultant shall be liable to another party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.

11. TERM AND TERMINATION

11.1 Any times or dates set forth in the Contract for provision or completion by the Consultant of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In the event of delay by the Client or reasons beyond the consultants control the consultant shall not be liable financially or otherwise for any delay in providing these services.

11.2 If the Client cancels booked time with the Consultant and the Consultant does not fill that time with another paying Client, the Client agrees to pay for the agreed booking in the following way: If cancelled a week or more in advance, 50% of the rate agreed. If cancelled less than a week in advance, 80% of the agreed rate. If cancelled 24 hours or less in advance, 100% of the agreed rate.

11.3 Either party may terminate the Contract by notice in writing forthwith in the event the other party: (i) is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party; (ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or (iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).

11.4 If the Client issues a termination notice, the Client shall be obliged to pay the Consultant a compensation equal to the agreed fees apportioned to the services already rendered by the Consultant, plus, any additional costs incurred by the Consultant as a result of said early termination. The client will be liable to pay for any booked time in the future to the extent of the Consultant Booking Cancellation Policy within the Estimate.

11.5 In case the Consultant cannot be reasonably expected to complete the works due to unforeseen circumstances, the Consultant may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.

12. INDEPENDENCY

The Consultant shall perform the Contract as an independent contractor and shall not be the servant or agent of the Client.

12. NOTICES

Any notice given under or pursuant to the Contract shall be given by email to the other party at the addresses mentioned in the Estimate, or to such other address as a party may by notice to the other have substituted therefore. Any such notice shall be deemed to have been received on the next business day following the date of its mailing.

14. OBSERVANCE OF LEGAL REQUIREMENTS

14.1 The Consultant shall carry out his obligations under the Contract in a manner that conforms to relevant legal requirements.

14.2 Without prejudice to the generality of Article 13.1, in carrying out their obligations under the Contract the Consultant shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.

15. GOVERNING LAW AND JURISDICTION

15.1 All disputes which cannot be settled amicably shall be referred to the applicable courts in The United Kingdom, and the parties consent to the jurisdiction of the courts there.

15.2 The Contract is governed by and interpreted in accordance with the laws of The United Kingdom.

16. FORCE MAJEURE

Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.