Terms & Conditions
1. DEFINITIONS
The following definitions apply:
- “Business Day” means any day except Saturday, Sunday or public holiday in England when banks in London are open for business.
- “Charges” means fees payable by the Customer to ITM for Services as per Clause 5.
- “Confidential Information” means non-public information passed between the parties.
- “Contract” means accepted order for Services under these terms.
- “Customer” means the purchaser of Services.
- “Data Protection Legislation” means UK law and legislation relating to data protection and privacy including GDPR.
- “Intellectual Property Rights” means copyright, patents, database rights and other intellectual property rights arising out of the Services.
- “ITM” means International Trade Matters.
- “Personal Data” means personal data provided by Customer to ITM under the Contract.
- “Proposal” means ITM scope of work document accepted by Customer.
- “Services” means consultancy and related services performed by ITM for Customer as per the Proposal.
2. BASIS OF CONTRACT
2.1 The Contract constitutes an offer by the Customer to procure Services under these terms.
2.2 The Contract is deemed accepted only upon Customer’s signed purchase order or e-mail/written acceptance, at which point it comes into existence.
2.3 Marketing materials provided are for indicative purposes only and do not form part of the Contract.
3. SUPPLY OF SERVICES
3.1 ITM warrants that Services will:
(a) match the Proposal and scope agreed with Customer.
(b) be provided with reasonable care and skill.
3.2 ITM will use reasonable endeavours to meet any suggested timelines agreed.
4. CUSTOMER OBLIGATIONS
4.1 The Customer shall:
(a) provide accurate information required for supply of Services.
(b) cooperate with ITM on Service matters.
4.2 If ITM’s performance is delayed or impeded by any act or omission of the Customer, ITM shall be entitled to an agreed reasonable extension of time.
5. CHARGES AND PAYMENT
5.1 Charges are as specified in the Schedule of Service
5.2 ITM shall invoice Customer either in advance or monthly in arrears as agreed between Customer and ITM
5.3 Customer shall pay invoices within 14 calendar days of receipt to the remit details on invoice.
5.4 ITM may charge late payment interest at a rate of 4% above Bank of England rate prevailing.
6. CONFIDENTIALITY
6.1 Each Party undertakes that it shall not at any time during the term of this Contract and for a period of five (5) years thereafter, disclose to any third party any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other Party, except as permitted by Clause 6.2
6.2 Each Party may disclose the other Party’s Confidential Information:
(a) to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Contract, provided that such persons comply with this Clause 6; and
(b) as may be required by law, court order, or any governmental or regulatory authority.
6.3 Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Contract provided that nothing in Clause 6 will prohibit the Customer from utilising the Intellectual Property Rights of ITM pursuant to Clause 7.2 below
7. INTELLECTUAL PROPERTY RIGHTS
7.1 ITM or its licensors retain ownership of Intellectual Property Rights generated under Services Contract except rights over Customer materials which the Customer retains.
7.2 ITM grants Customer a non-exclusive, irrevocable, perpetual (during the term of the Intellectual Property Rights), non-transferable, royalty-free licence to use the Service and Deliverables only for its affiliates internal business.
- WARRANTIES AND REPRESENTATIONS
- ITM represents and warrants that:
(a) it has full capacity, power, and authority to enter into and perform this Contract;(b) the Deliverables will be original works or appropriately licensed;
(c) it has the rights to utilise any and all Intellectual Property that it uses to perform the Services;
(d) the Intellectual Property Rights that it licences to Customer under Clause 7.2 will not infringe any third party Intellectual Property Rights; and
(e) it shall comply with all applicable laws, including data protection legislation and export control laws.
9. DATA PROTECTION
9.1 Definitions
9.1.1 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
9.1.2 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
9.1.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
9.1.4 ITM shall, in relation to any Personal Data processed in connection with the performance by ITM of its obligations under this Contract:
(a) process that Personal Data only to perform the Services and under any additional written instructions from the data controller;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data of the Customer outside of the UK or engage any Sub-processor unless the prior written consent of the Customer has been obtained (such consent not to be unreasonably withheld or delayed).
(e) assist the Customer, at the Customer’s cost, 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;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract
10. LIMITATION OF LIABILITY
10.1 Nothing within the Contract limits liability for negligence, causing death or personal injury or fraud.
10.2 Total liability per event or series of connected events is capped at the actual cost value paid and payable by Customer to ITM.
11. TERMINATION
- Without affecting any other right or remedy available to it, either Party may terminate this Contract with immediate effect by notifying the other Party if:
(a) the other party commits a material breach of any term of this Contract that:
(i) is not capable of remedy; or
(ii) if capable of remedy, is not remedied within a period of 30 days by the other Party after being notified to do so;
(b) the other Party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
(c) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) the other Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other Party;
(g) a receiver is appointed over assets of the other Party;
(i) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and that attachment or process is not discharged within 30 days; or
(j) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12. CONSEQUENCES OF TERMINATION
12.1 Termination does not affect accrued rights and liabilities of parties at time of termination.
12.2 Clauses intended to apply post termination will survive termination.
13. GENERAL TERMS
13.1 The Contract supersedes prior agreements and representations between the Parties.
13.2 Variations to the Contract require signed authorisation.
13.3 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party as the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.
13.4 All notices shall be sent to the registered office addresses of parties.
13.5 The Contract is governed by the Laws of England & Wales and subject to exclusive jurisdiction of English courts.