TERMS AND CONDITIONS
“Fees” means the price or day rate for the Services given in the Statement of Works.
“Consultant” means Sensible Analytics Ltd.
“Services” means the services to be provided by the Consultant as specified in the Statement of Works
“Purchase Order” means an order for consultancy services served by the Client on the Consultant
“Order Number” means the unique number that appears on the Purchase Order.
“Statement of Works” means a statement agreed between the Consultant and the Client specifying works to be carried out by and deliverables to be provided by the Consultant.
1. OBLIGATIONS OF THE CONSULTANT
1.1 The Consultant shall carry out Services
a. in accordance with the Statement of Works;
b. with reasonable skill, care and diligence;
c. (where applicable) using staff or agents with appropriate skills and qualifications.
1.2 Where a timescale is set out in the Statement of Works. The Consultant shall notify the Client immediately if it becomes aware of any event that it believes is likely to cause a delay to the timescale.
1.3 The Consultant warrants that the work done in relation to the Services is covered by a policy of professional indemnity insurance.
2. OBLIGATIONS OF THE CLIENT
2.1 The Client shall provide the Consultant with such information and access to such facilities and personnel as the Consultant shall reasonably require in order to provide the Services.
2.3 The Client acknowledges that the Consultant’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Consultant.
3. PERFORMANCE OF SERVICES
3.1 The Consultant shall determine the manner in which the Services will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 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.
3.3 The Client hereby accepts that any time schedule allocated for the performance of Services may be subject to change in case of amendment to the Services.
4.1 The Consultant shall invoice the Client on the basis set out in the relevant Statement of Works.
4.2 The Client shall pay all valid and properly submitted invoices not later than 20 days after they are received or at such other times as may be specified in the relevant Statement of Works.
4.3 In addition to the Price, the Authority shall pay the Consultant a sum equivalent to any Value Added Tax chargeable in respect of the Services. Value Added Tax shall be shown as a separate item on the Consultant’s invoice.
4.4 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:
a. suspend provision of the Services until payment in full including any interest is received; and/or
b. charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
4.5 The Client shall pay all invoices in full without any set-off or deduction.
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 that are created in the course of the provision of the Services and in the Deliverables shall belong to the Consultant; 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 for use within the Client’s own business.
6.1 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”).
6.2 The receiving party shall:
a. keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
b. use the Confidential Information only for the purpose for which it was provided and for no other purpose.