The International Bunch Terms and Conditions
1. The International Bunch Limited is a company registered in England and Wales. Registered number: 12054587. Registered office: Squirrels Leap, 5 Blue Anchor Road, Penclawdd, SA4 3JQ. United Kingdom. (the "Consultancy")
2. The client agreeing to use The International Bunch's services (the "Client").
1.1 Except to the extent expressly provided otherwise, in this Agreement:
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
"Charges" means the following amounts:
(a) the amounts specified in Part 5 of Schedule 1 (Services particulars);
(b) such amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the Consultancy's [standard time-based charging rates (as notified by the Consultancy to the Client before
the date of this Agreement) by the time spent by the Consultancy's personnel performing the Services (rounded up by the Consultancy to the nearest half an hour);
"Client Materials" means all works and materials supplied by or on behalf of the Client to the Consultancy for incorporation into the services or for some other use in connection with the Services;
"Consultancy and research services" means those services specified in Part 2 of Schedule 1 (Services particulars) that the Consultancy has agreed to deliver to the Client under this Agreement OR additional consultancy services as specified in writing;
"Effective Date" means from when the Client agrees to the services;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means the consultancy services specified in Part 1 of Schedule 1 (Services particulars);
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2; and
"Third Party Materials" means the works and/or materials comprised in the services (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Part 2 of Schedule 1 (Services particulars) or which the parties agree in writing shall be incorporated into the Consultancy and research services.
2.1 This document was created using a template from SEQ Legal.
3.1 This Agreement shall come into force upon the Effective Date.
3.2 This Agreement shall continue in force indefinitely or subject to termination in accordance with Clause 11.
4.1 The Consultancy shall provide the Services to the Client in accordance with this Agreement.
4.2 The Consultancy shall provide the Services with reasonable skill and care.
5. Consultancy and research services
5.1 The Consultancy shall deliver the services to the Client.
5.2 The Client must promptly, following receipt of a written request from the Consultancy to do so, provide written feedback to the Consultancy concerning the Consultancy’s proposals, plans, designs and/or preparatory materials relating to the services and made available to the Client with that written request.
5.3 The Consultancy shall use reasonable endeavours to ensure that the services are delivered to the Client in accordance with the timetable set out in Part 3 of Schedule 1 (Services particulars).
5.4 The Consultancy warrants to the Client that:
(a) the services will conform with the requirements of Part 2 of Schedule 1 (Services particulars) as at the date of delivery of the services;
(b) the services, when used by the Client in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
6.1 The Consultancy hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use the Consultancy and research services (excluding Third Party Materials and the Client Materials).
7.1 The Client shall pay the Charges to the Consultant in accordance with this Agreement.
7.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultancy where applicable.
8.1 The Consultancy shall issue invoices for the Charges to the Client at any time after the relevant Services have been delivered to the Client. If the project is over £5,000, a deposit of 30% is required.
8.2 The Client must pay the Charges to the Consultancy within the period of 14 days following the issue of an invoice in accordance with this Clause 8.
8.3 The Client must pay the Charges by bank transfer (using such payment details as are notified by the Consultancy to the Client from time to time).
8.4 If the Client does not pay any amount properly due to the Consultancy under this Agreement, the Consultancy may:
(a) charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each named calendar month); or
(b) claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
9.1 The Consultancy warrants to the Client that:
(a) the Consultancy has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) the Consultancy will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultancy's rights and the fulfilment of the Consultancy's obligations under this Agreement; and
(c) the Consultancy has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
9.2 The Client warrants to the Consultancy that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
9.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
10. Limitations and exclusions of liability
10.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in this Agreement:
(a) are subject to Clause 10.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
10.3 The Consultancy shall not be liable to the Client in respect of any loss of profits or anticipated savings.
10.4 The Consultancy shall not be liable to the Client in respect of any loss of revenue or income.
10.5 The Consultancy shall not be liable to the Client in respect of any loss of use or production.
10.6 The Consultancy shall not be liable to the Client in respect of any loss of business, contracts or opportunities.
10.7 The Consultancy shall not be liable to the Client in respect of any loss or corruption of any data, database or software.
10.8 The Consultancy shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.
11.1 Either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination.
11.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
11.3 The Consultancy reserves the right to charge Clients a pro rate fee for any work completed up to and including the date of termination.
11.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
12. Effects of termination
12.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6, 8.2, 8.4, 10, 12, 13.2 and 15.
12.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
13. Status of Consultancy
13.1 The Consultancy consultants are not an employee of the Client, but independent contractors.
13.2 The termination of this Agreement will not constitute unfair dismissal; nor will the Consultancy be entitled to any compensation payments, redundancy payments or similar payments upon the termination of this Agreement.
14.2 The Consultancy shall remain responsible to the Client for the performance of any subcontracted obligations.
15.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
15.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
15.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
15.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
15.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
15.6 Subject to Clause 10.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
15.7 This Agreement shall be governed by and construed in accordance with English law.
15.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
The parties have indicated their acceptance of this Agreement by executing it when agreeing to Consultancy's services.
SCHEDULE 1 (SERVICES PARTICULARS)
1. Specification of Services
Consultancy, marketing and research services.
2. Specification of Consultancy and research services
Marketing, publishing, design, training and research consultancy services.
Agency marketing services under a monthly retainer including content creation
One to one support to act as a sounding board, to brainstorm ideas and provide strategic insight.
Adhoc, marketing services under a monthly retainer, and project work agreed as and when required in writing by both the Consultant and the Client.
4. Client Materials
Internal and external Client documentation.
5. Financial provisions
All work pricing mutually agreed by both parties.
50 pence plus VAT per mile for car mileage in the UK.
Travel expenses such as accommodation, flights, taxis and other transport will be charged back to the Client unless previously agreed as part of a project rate.
Travel time chargeable at agreed cover, project or adhoc rate.
Mutual Non-Disclosure Agreement
Our mutual objective under this Agreement is to provide protection for confidential Information while maintaining our ability to conduct our respective business activities. Each of us agrees that the following terms apply when one of us (“Discloser”) discloses Information to the other (“Recipient”).
Information will be disclosed either:
by delivery of items;
by initiation of access to Information, such as may be in a data base; or
by oral or visual presentation.
Information should be marked with a restrictive legend of the Discloser. If Information is not marked with such legend or is disclosed orally, the Information will be identified as confidential at the time of disclosure.
The Recipient agrees to:
use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser's Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and
use the Discloser's Information for the purpose for which it was disclosed or otherwise for the benefit of the Discloser.
The Recipient may disclose Information to:
its employees or contractors who have a need to know, and employees of any legal entity that it controls, controls it, or with which it is under common control, which have a need to know. Control means to own or control, directly or indirectly, over 50% of voting share
any other party with the Discloser's prior written consent.
Before disclosure to any of the above parties, the Recipient will have a written agreement with the party sufficient to require that party to treat Information in accordance with this Agreement.
The Recipient may disclose Information to the extent required by law. However, the Recipient will give the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order.
Information disclosed under this Agreement will be subject to the terms of this Agreement, indefinitely following the initial date of disclosure.
Exceptions to Obligations
The Recipient may disclose, publish, disseminate, and use Information that is:
already in its possession without obligation of confidentiality;
obtained from a source other than the Discloser without obligation of confidentiality;
publicly available when received, or subsequently becomes publicly available through no fault of the Recipient; or
disclosed by the Discloser to another without obligation of confidentiality.
The Discloser provides information without warranties of any kind.
The Discloser will not be liable for any damages arising out of the use of Information disclosed under this Agreement.
Neither this Agreement nor any disclosure of Information made under it grants the Recipient any right or license under any trademark, copyright or patent now or subsequently owned or controlled by the Discloser.
This Agreement does not require either of us to disclose or to receive Information.
Neither of us may assign, or otherwise transfer, its rights or delegate its duties or obligations under this Agreement without prior written consent. Any attempt to do so is void.
The receipt of Information under this Agreement will not in any way limit the Recipient from:
providing to others products or services which may be competitive with products or services of the Discloser;
providing products or services to others who compete with the Discloser; or
assigning its employees in any way it may choose.
The Recipient will comply with all applicable export and import laws and regulations.
Either of the Client or Consultancy may terminate this Agreement by providing thirty (30) days written notice to the other. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees.
This Agreement shall be construed and controlled by the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
This Agreement is the complete and exclusive agreement regarding our disclosures of Information and replaces any prior oral or written communications between us regarding these disclosures. By accepting the Consultancy services, each of us agrees to the terms of this Agreement.