Terms and Conditions for Purchase of Services

Definitions

In this Contract:

‘Commencement Date’ means the date the contract shall come into existence.

‘Company’ or ‘us’ means Create Clarity Ltd (t/a Create Clarity Consulting), registered office: Ferneberga House, Alexandra Rd, Farnborough GU14 6DQ.

‘Conditions’ means these terms and conditions, as amended from time to time in accordance with our Variation clause.

‘Contract’ means the contract between the parties constituted by the Tender Documents, our Order, and these Terms and Conditions.

‘Data Protection Legislation’ means all applicable data protection and privacy legislation in force from time to time in the UK, including the retained EU law version of the Data Protection Regulation ((EU) 2016/679).

‘Delivery Date’ means the date specified as such in the Proposal or as otherwise agreed between the Company and Supplier for the delivery of Information as may be extended from time to time pursuant to the provisions hereunder.

‘Duration’ means the period of time specified in the Proposal during which the work entailed in the Service prior to the final delivery of Information is carried out and completed.

“Fees and Expenses” means the fees you will charge us for the time you spend and the costs you incur in providing the Services to us. The Fees and Expenses you are entitled to charge are set out in the Order.

‘Information’ means the information obtained pursuant to the provision of Service as set out in the Proposal and includes reports, presentations, data in tables or on disk, progress reports, minutes and any other written or computer material.

‘Know-how’ means all drawings, specifications, models, formulae, concepts, techniques, processes, methods, proprietary information, know-how and other data developed, owned or controlled by us and used by it to obtain the Information, including, without limitation any such data set out in the Proposal.

‘Limit of Liability’ means the approved maximum cost for the Service as specified in the Order.

‘Order’ means the Company’s order for Services as set out in a written purchase order or booking.

‘Proposal’ means the document submitted by the Supplier which sets out the services to be provided, the price, duration of work entailed in the Service, professional staff who conduct the work, arrangements for management of the Service, the Information to be provided and the Delivery Date as may be amended from time to time by agreement in writing between the parties.

‘Services’ means the services to be provided by the Supplier as set out in the Tender Documents.

‘Supplier’ means the person, firm or company providing the Services.

‘Tender Documents’ means our invitation to quote for the Services and your Proposal. For the avoidance of doubt, where any conflict arises between these Terms and Conditions and your Proposal, these Terms and Conditions will prevail.

Basis of Contract

The Order constitutes an offer by the Company to purchase Services in accordance with these Conditions.

The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

Fees and Expenses & Billing Schedule

In return for the Services you will provide under this Contract, we will pay you the Fees and Expenses in the instalments and manner outlined in the Order.

If we have agreed to pay your Expenses, you must provide us with original receipts. You may only recover expenses from us in accordance with our current Expenses Policy for Service Providers. We will provide you with a copy of this policy. We are entitled to put a limit on the amount of and type of Expenses you may incur.

Before we can make any payment, you must provide us with a VAT compliant invoice for each payment that describes the work done and the time period to which the payment relates. We may reject your invoice if in our reasonable opinion it does not comply with this clause.

You agree that the Fees and Expenses set out in the Purchase Order cover all your time, resources, costs and tax (including VAT, if applicable) in providing the Services. We are not obliged to pay you any other amounts.

If you are not currently liable to register for VAT but are subsequently required to do so, you agree that the Fees and Expenses payable to you under this Contract will be deemed to be inclusive of VAT.

We will pay your approved invoices within 30 days of receipt, as long as you have provided the Services referred to in the invoice to our satisfaction.

Our preferred payment method to you will be by BACS transfer. In order to facilitate this payment process, your invoice must state your sort code and bank account details.

We are not obliged to pay you any wages, salary, sickness pay or holiday allowances.

Unless otherwise agreed and set out in the Proposal or Order, the Supplier shall invoice the Company 100% of the charges on the Delivery Date.

Assignment

The Supplier shall not assign, transfer, delegate or otherwise deal with all or any of its rights and obligations under the Contract without the Company’s prior written consent.

Carrying out the Service & Quality of Service

Supply of Services

In delivering the Services, the Supplier shall:

  • provide the Services with reasonable diligence, competently, and in keeping with the Contract;

  • comply with our reasonable directions at all times and use your best attempts to promote our interests;

  • not do or allow anything to be done that would, or would be likely to, bring the Company into disrepute or adversely affect our reputation in any way;

  • provide and maintain all personnel, equipment and supplies necessary to provide the Services;

  • seek our prior written consent before entering into a sub-contract with another supplier or contractor for the purpose of performing your obligations under the Contract (such consent not to be unreasonably withheld or delayed by us).

  • not accept work from other sources that will in any way impair or affect your ability to provide the Services and comply with the terms of the Contract;

  • use all reasonable endeavours to meet any performance dates specified in the Proposal.

Copyright & Other Rights

Copyright

The copyright and intellectual property rights in the Information shall be and shall remain owned by the Company.

Ownership of Information

The Information, in whatever form, shall at all times remain the property of the Company.

Know-how

Rights in the Know-how shall be and remain vested in the Company.

Use of Third-Party Copyright Material

The Supplier shall be responsible for obtaining any and all authorities from the copyright holder for any material to be included in the Information for which the Company or the Supplier are not beneficial owners of the copyright.

Confidentiality

All of the Know-how is confidential to the Company. To the extent that the Know-how is given to the Supplier, the Supplier undertakes to take all reasonable precautions to maintain the confidentiality of such Know-how and not to allow access to the Know-how for clients of theirs other than to:

  • those of the Supplier’s employees who have reasonable need to access;

  • professional advisers to the Supplier, but only on the understanding that such professional advisers do not pass on or use any of the Know-how for clients of theirs other than the Supplier;

  • third parties named by the Supplier with whom the Company is to liaise pursuant to the Contract and in the event of disclosure to such persons, the Supplier shall procure that such persons maintain the confidentiality of such Know-how.

Each party shall hold in strict confidence all confidential information and material relating to the other, including Know-how, Information and the fact that the Company has commissioned the Service, unless the information or material can be shown to be in the public domain or the other party has approved any announcement or disclosure.

The Supplier warrants that no breach of confidentiality shall occur through any supply of data to the Company and shall indemnify us from any such claims.

Data Protection

If you are handling or processing data on our behalf you must ensure that you are registered with the Information Commissioner's Office if required under the DPA. Both we and you will duly observe all our obligations under the DPA which arise in connection with the Contract.

 

In relation to any personal data processed in connection with the performance of its obligations under the contract, the Supplier will:

  • ensure that it has in place appropriate technical and organisational measures to ensure the security of the personal data;

  • guard against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data, as required under the Seventh Data Protection Principle in Schedule 1 to the DPA;

  • provide us with such information as we may reasonably require to satisfy us that the Supplier is complying with its obligations under the Data Protection Legislation;

  • promptly notify us of any breach of the security measures referred to;

  • ensure that it does not knowingly or negligently do anything which places or is likely to place us in breach of its obligations under the Data Protection Legislation; and

  • comply with all reasonable directions or requests from us regarding any data that it processes on our behalf.

Diversity and Equality

The Parties shall not unlawfully discriminate within the meaning and scope of the provisions of the Equality Act 2010 or any statutory modification or re-enactment of that Act or analogous legislation which has been, or may be, enacted from time to time relating to discrimination in employment or discrimination in the delivery of public services.

Sustainability

The Company has an established strategic commitment to sustainability in all its operations.

Modern Slavery and Human Trafficking

The Company complies with the provisions of the Modern Slavery Act 2015 and requires all of its suppliers to ensure that they comply.

Prevention of Corruption

We can terminate this Contract immediately if you, your employees or your agents have offered, given or agreed to give any person any money or gifts of any kind, to bring about this Contract.

Non-Solicitation

The Company and the Supplier undertake with each other that during the period commencing on the date of the Proposal and ending six months after the Delivery Date, neither party shall canvass or solicit for direct or indirect employment, agency or consultancy any personnel of the other party who is such at or was during the immediately preceding six months prior to the relevant time, or proceed with any approach made by or on behalf of such personnel, unless the prior consent of the employing or engaging party is obtained.

Limitation of Liability

The Company accepts liability as expressly provided in this Contract, but shall have no other obligation, duty or liability whatsoever in contract, tort or otherwise to the Supplier. The Company shall not be liable to the Supplier under this Contract in contract, tort or otherwise for any loss of revenue, business contract anticipated saving, or profits or for any other indirect or consequential loss whatsoever.

Nothing in this Contract shall exclude or restrict the Company’s liability for death or personal injury resulting from its negligence or of its employees while acting in the course of their employment.

Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waivers

The rights of each party shall not be prejudiced or restricted by the indulgence or forbearance extended to the other party and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

Notices

Any notice under this Contract shall be in writing and shall be deemed to have been duly served if left at or sent by first-class post to the address of the party to be served at its address stated herein or to such other address or number of which notice has previously been given by the party to be served and will deemed to have been served when left or at the expiration of two business days (if sent by first-class post) after the same was despatched to the proper address.

Termination/Cancellation

If you decide that you are unable to meet your obligations under the Contract you must immediately write to us and explain the reasons.

If you are in material breach of your obligations under the Contract we may issue a default notice detailing the breach and the time period and terms by which you must remedy the breach.

Any action taken by us under this clause will not affect any right we may have to immediately terminate the Contract.

Either party may terminate the Contract immediately by written notice to the other in the event that:

(a)   the other party shall be in material breach of the Contract (howsoever caused) and (if the breach is capable of remedy) after the party not in breach has served notice upon the other party requiring remedy of the breach and the other party shall have failed to remedy such breach within 30 days; or

(b)   the other party shall be the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or any of its assets are subject to any form of seizure, or (being a company) goes into voluntary or compulsory liquidation or a receiver or administrative receiver is appointed in respect of any of its assets.

Termination or expiration of the Contract will not affect the rights or obligations of either party which have accrued prior to such termination or expiration.

Governing Law

This Contract shall be governed and construed in accordance with English Law. The parties to the Contract shall submit to the jurisdiction of the English courts.

December 2022