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Jenisys Consultancy Ltd

Standard Terms and Conditions

 

Definitions

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

 

“Agreement” – This Consultancy Service Agreement including each and every Statement of Works;

 

“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;

 

“The Client” - The recipient of the services subject to this agreement;

 

“The Company” – The provider of the services subject to this agreement;

 

“Confidential Information” – shall have the meaning as set out in Clause 6;

 

“Consultants/ Company representatives’ – Those working with the client from the company or those sub-contracted by the company;

 

“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 Schedule 1 or in any Statement of Works;

 

“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 Company as specified in any Statement of Works;

 

“Statement of Works” – a statement agreed between the Company and the Client from time to time specifying works to be carried out by and deliverables to be provided by the Company.

 

 

1.         Interpretation

1.1          Any reference in this 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          Any reference to a clause or Schedule shall be construed as a reference to a clause of

or schedule to this Agreement unless expressly stated to the contrary.

 

2.          Provision of the Services

The Company shall provide and perform the Services on the terms and conditions of this 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 this Agreement, including the timescales specified in the Statement of Works;
2.4          In accordance with good professional practice.

 

3.           Consultants/ Company representatives

3.1          The Company shall use its reasonable endeavours to ensure that consultants or company representatives who meet with a client provide the Services throughout delivery in order to maintain consistency (unless otherwise expressly agreed by the client); and

3.2          The Company shall use its reasonable endeavours to ensure that its consultants or company representatives comply with the Client’s rules and regulations whilst on the client’s premises.

 

4.           Client undertakings

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

4.2          The Client shall make such decisions and provide such instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the
Services.
4.3          The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing required information and access and providing those decisions and instructions at the times required by the Company.

 

5.           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 created in the course of the provision of the Services and in the Deliverables shall belong to the Company unless otherwise expressly agreed in writing with the client; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this

Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.

5.3         To the best of its knowledge and belief the Company will provide its Services and the Deliverables will not infringe the Intellectual Property Rights of any other person or third-party.

5.4       The Company accept no liability in respect of any materials that the Client supplies to it for incorporation into its work.

5.5       The Client releases the Company from any liability under or in connection with this Agreement and hereby indemnifies the Company against any Losses incurred by the Company to the extent that such Losses arise as a result of the deliverables infringing third party Intellectual Property Rights or other laws and regulations, where the Company had previously notified the Client of a specific risk that the deliverables infringed third party Intellectual Property Rights or other laws and regulations and the Company had obtained the prior approval of the authorised Client approver to use such Deliverables notwithstanding such notified risk.

5.6       The client releases the Company from any liability where the alleged infringement arises from the Client using the Deliverables in any manner and for any purpose other than those for which they were provided.

5.7       The Client releases the Company from any liability where the alleged infringement arises from the Client using the Deliverables and:

5.7.1     If the client does not notify the company of pending action; or

5.7.2     If the client makes a written settlement or any agreement without the companies’ prior written consent.

 

6.           Confidentiality

6.1         Confidential Information shall mean all information (in whatever form) which is confidential or proprietary in nature (whether marked as such), or which reflects such information, and which is disclosed by or on behalf of the client or company. This will cover any document whether oral, documentary, electronic or in any other form.

6.2          The Company and the Client may during the course of this 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”).
6.3          The receiving party shall:
6.3.1       Keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
6.3.2       Use the Confidential Information only for the purpose for which it was provided and for no other purpose.

 

7.           Data Protection
7.1          Both parties will comply with all applicable requirements of the Data Protection Legislation.

 

8.           Fees

8.1          The Company shall charge, and the Client shall pay the amounts set out or calculated in accordance with the Statement of Works and/ or Invoices issued.
8.2          Fees are charged based on a daily rate. In the event of changes to services, an increase in days or increase in company costs, the Company may increase those fees by giving written notice to the Client.
8.3          Any sums stated in the Statement of work are expressed exclusive of VAT unless otherwise stated. All other taxes which, are applicable, will be added and payable by the Client in addition.
8.4          The Client shall reimburse the Company for expenses including those that are specified in the relevant Statement of Works provided they are reasonable/ properly incurred.

 

9.           Payment
9.1          The Company shall invoice the Client on the basis set out in the relevant Statement of Works or, if payment details are not set out, monthly in arrears.

9.2          The Client 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
Statement of Works.
9.3          If the Client does not pay any invoice by the due date for payment the Company 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 Client shall pay all invoices in full without any set-off or deduction.

 

10.         Duration
10.1 This Agreement shall commence on the date stated on the Statement of Works at the beginning and shall continue in force in line with the agreed provision of services in the Statement of Works. This may be subject to early termination in accordance with the following clause.

 

11.         Termination
11.1      Either party may terminate this Agreement forthwith on notice to the other party if that other party:
11.1.1         Is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 20 Business Days of service of notice specifying the breach and requiring it to be remedied;
11.1.2        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.

11.2      In the event that termination is for a reason other than those stated in clause 11.1, the effects will be as follows:

11.2.1   Within a 10-working day period of the agreed delivery date, we reserve the right to charge 50% of your pre-agreed fees.

11.2.2   If you cancel within the 5-working day period of the agreed delivery date, we reserve

the right to charge 100% of your pre-agreed fees.

11.2.3.  All direct costs incurred by Jenisys Consultancy Ltd in relation to the delivery of services will be recharged in full to the client. This will therefore include, as example, subcontracted consultant fees, accommodation fees, flight costs, printing costs, facility hire.

 

12.        Consequences of Termination
12.1       Termination under clause 11 or clause 12 may be in respect of any individual Statement of Works or in respect of this Agreement including all Statements of Works.
12.2       On termination of this Agreement for any reason and at the end of the provision of the

Services, the Company shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services.

12.3       Termination of this Agreement or any Statement of Works shall not affect any right or

remedy which has accrued due at the time of termination.

 

13.        Liability

13.1       Nothing in this 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 13.1, the Company shall have no liability to the Client in connection with this 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      The Company’s maximum aggregate liability under these Standard Terms and Conditions whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total project fees payable to the Company during the month immediately prior to the event giving rise to the liability.

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14.        Force majeure

14.1      An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable

diligence the party affected was unable to prevent provided that event or circumstance is limited to the following:

14.1.1   Riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority;

14.1.2   Ionising radiation or contamination, radio activity from any nuclear fuel or from any

nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component;

14.1.3   Earthquakes, flood, fire or other physical natural disaster, but excluding weather conditions regardless of severity; and

14.1.4   Strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labour not employed by the affected party, its subcontractors or its suppliers and which affect an essential portion of the works but excluding any industrial dispute which is specific to the performance of the works or this contract.

14.2       If a party is affected by any circumstance or event of the type described in clause 14,

that party shall notify the other party as soon as reasonably practicable and parties shall each

use all reasonable endeavours to minimise the impact on the obligations that are affected.

 

15.        Personal Agreement

15.1       This Agreement is personal to the Company and the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other.

15.2       The Company may sub-contract part or parts of its obligations under this 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 this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

 

16.        Notices

16.1      Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier, to the Party required to receive the notice at its registered business address or as otherwise notified by the Parties from time to time.

16.2      Any notice shall be deemed to have been duly received, if delivered personally, when left at the registered business address or as otherwise notified by the Parties from time to time; or if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

 

17.        Resolution of Disputes

17.1      If any differences or disputes arise between the Company and the Client in connection with this 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.

 

18.        Changes, Variations and Waiver
18.1       If either party wishes to propose a change to the Services or any other provision of this 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.

18.2       This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorised representatives of both parties.
18.3       If a party does not on any occasion insist on the strict observance or performance of

any rights under or of any provision of this Agreement, that will not amount to a waiver of those
rights or that provision.

 

19.        Severability

19.1       If any provision or part-provision of this 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.
19.2      If such modification is not possible, the relevant provision or part-provision shall be

deemed deleted.
19.3      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 this Agreement.

 

20.       Counterparts

20.1      This Agreement may be executed and delivered in multiple counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same contract.

 

21.        Law and Jurisdiction

21.1      This Agreement is to be governed by and construed in accordance with English law. The Parties hereby irrevocably submit to the exclusive jurisdiction of the English courts in respect any dispute or claim arising out of or in connection with this Agreement.

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