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TRULY INTELLIGENT BUSINESS LTD

TERMS AND CONDITIONS OF BUSINESS

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Conditions.

1.2 Definitions:

Business Day

A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges

The charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).

Commencement Date

Has the meaning given in clause 2.1.

Conditions

These terms and conditions as amended from time to time.

Contract

The contract between Truly Intelligent Business and the Customer for the supply of Services in accordance with these Conditions.

Customer

The person or firm who purchases Services from Truly Intelligent Business.

Customer Default

Has the meaning set out in clause 4.2.

Data Protection Legislation

All applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Deliverables

The deliverables set out in the Statement of Work produced by the Supplier for the Customer.

Intellectual Property

Tangible or intangible assets authored or acquired by Truly Intelligent Business including trade secrets, trade marks (both registered and unregistered), designs (both registered and unregistered), literature, symbols, diagrams, names, and images.

Intellectual Property Rights

Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Privacy and Data Protection Requirements (PDPR)

The Data Protection Act 1998, the Data Protection Act 2018 (the DPA), the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (as amended) and General Data Protection Regulation (GDPR) and all applicable laws and regulations relating to the processing of the personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other national data protection authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

Truly Intelligent Business

Truly Intelligent Business Limited registered in England and Wales with company number 07375755.

Truly Intelligent Business Materials

Has the meaning set out in clause 4.1.8.

Services

The services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Statement of Work.

Statement of Work

The description or specification of the Services provided in writing by Truly Intelligent Business to the Customer.

1.3 Interpretations:

1.3.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.3.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3.3 The Statement of Work forms part of the contract and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Statement of Work.

1.3.4 If there is a conflict between this agreement and the Statement of Work, this agreement shall take precedence, unless explicitly stated within the Statement of Work.

1.3.5 A reference to writing or written includes email but not fax.

2. BASIS OF CONTRACT

2.1 The Statement of Work shall only be deemed to be accepted when Truly Intelligent Business issues written acceptance at which point and on which date the Contract shall come into existence (Commencement Date).

2.2 Any samples, drawings, descriptive matter or advertising issued by Truly Intelligent Business, and any descriptions or illustrations contained in Truly Intelligent Business's website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Any quotation given by Truly Intelligent Business, including any set out in the Statement of Work, shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 Truly Intelligent Business shall supply the Services to the Customer in accordance with the Statement of Works in all material respects.

3.2 Truly Intelligent Business shall use all reasonable endeavours to meet any performance dates specified in the Statement of Work, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Truly Intelligent Business reserves the right to amend the Statement of Work if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Truly Intelligent Business shall notify the Customer in any such event.

3.4 Truly Intelligent Business warrants to the Customer that the Services will be provided using reasonable care and skill.

4. CUSTOMER'S OBLIGATIONS

4.1 The Customer shall:

4.1.1 Ensure that the terms of the Statement of Work and any information it provides in the Statement of Work are complete and accurate;

4.1.2 Co-operate with Truly Intelligent Business in all matters relating to the Services;

4.1.3 Provide Truly Intelligent Business, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Truly Intelligent Business;

4.1.4 Provide Truly Intelligent Business with such information and materials as Truly Intelligent Business may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.5 Where necessary, prepare the Customer's premises for the supply of the Services;

4.1.6 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.7 Comply with all applicable laws, including health and safety laws;

4.1.8 Keep all materials, equipment, documents and other property of Truly Intelligent Business (Truly Intelligent Business Materials) at the Customer's premises in safe custody at its own risk, maintain the Truly Intelligent Business Materials in good condition until returned to Truly Intelligent Business, and not dispose of or use the Truly Intelligent Business Materials other than in accordance with the Truly Intelligent Business's written instructions or authorisation; and

4.1.9 Comply with any additional obligations as set out in the Statement of Work.

4.2 If Truly Intelligent Business's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

4.2.1 Without limiting or affecting any other right or remedy available to it, Truly Intelligent Business shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Truly Intelligent Business's performance of any of its obligations;

4.2.2 Truly Intelligent Business shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Truly Intelligent Business's failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3 The Customer shall reimburse Truly Intelligent Business on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services shall be calculated on either a time and materials basis or a fixed price basis as set out in the Statement of Work:

5.1.1 The Charges shall be calculated in accordance with Truly Intelligent Business's fees, as set out in the Statement of Work;

5.1.2 Truly Intelligent Business's fees are calculated on the basis of an seven-hour day worked between 08:00 to 17:00 pm on Business Days;

5.1.3 Truly Intelligent Business shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Truly Intelligent Business engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Truly Intelligent Business for the performance of the Services, and for the cost of any materials.

5.2 Truly Intelligent Business shall invoice the Customer as stated in the Statement of Work.

5.3 The Customer shall pay each invoice submitted by Truly Intelligent Business:

5.3.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by Truly Intelligent Business and confirmed in writing to the Customer; and

5.3.2 In full and in cleared funds to a bank account nominated in writing by Truly Intelligent Business, and time for payment shall be of the essence of the Contract.

5.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Truly Intelligent Business to the Customer, the Customer shall, on receipt of a valid VAT invoice from Truly Intelligent Business, pay to Truly Intelligent Business such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5 If the Customer fails to make a payment due to Truly Intelligent Business under the Contract by the due date, then, without limiting Truly Intelligent Business's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Truly Intelligent Business.

6.2 Truly Intelligent Business grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, licence during the term of the Contract to copy and modify the Deliverables (excluding Intellectual Property and materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Customer grants Truly Intelligent Business a fully paid-up, non-exclusive, royalty-free, perpetual, irrevocable licence to copy and modify any materials provided by the Customer to Truly Intelligent Business for the term of the Contract for the purpose of providing the Services to the Customer.

6.5 The Customer grants Truly Intelligent Business a fully paid-up, non-exclusive, royalty-free, perpetual, irrevocable licence to use their brands and name for promotional and educational purposes, save that no commercially sensitive information is disclosed. This licence will continue regardless of termination of this contract.

7. DATA PROTECTION

7.1 Truly Intelligent Business shall comply with its Privacy Policy for the Duration, but where there is conflict between the Privacy Policy and these Terms, these Terms shall prevail. If the Privacy Policy or these Terms do not comply with the PDPR then Truly Intelligent Business reserves the right to comply with the PDPR and shall not be in breach of these Terms for doing so.

7.2 Both Parties agree to comply with all requirements as set out in the PDPR.

7.3 The Parties agree to provide reasonable assistance as is necessary to each other to enable them to comply with rights of Personal Data subjects and to respond to any other queries or complaints from individuals, e.g. the rectification, erasure, transfer or blocking of that individual’s Personal Data.

7.4 Truly Intelligent Business shall not process Personal Data for longer than is necessary to carry out all of the Services.

7.5 Truly Intelligent Business shall continue to retain Personal Data in accordance with any statutory or professional retention periods applicable to their business.

7.6 Having regard to the state of technological development and the cost of implementing such measures, both Parties have in place appropriate technical and organisational security measures in order to prevent:

7.6.1 unauthorised or unlawful processing of Personal Data: and

7.6.2 accidental loss or destruction of, or damage to, the Personal Data and ensure a level of security appropriate to the nature of the Personal Data to be protection and harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage.

8. LIMITATION OF LIABILITY

8.1 Nothing in this agreement excludes the liability of Truly Intelligent Business for death or personal injury caused by Truly Intelligent Business’s negligence or for fraud or fraudulent misrepresentation.

8.2 Truly Intelligent Business shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

8.3 To the extent that Truly Intelligent Business’s liability is not limited by 8.2, Truly Intelligent Business's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount paid by the Customer to Truly Intelligent Business in 12 months preceding the date of the claim.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 1 months' written notice.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

9.2.1 The other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

9.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.2.3 The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

9.2.4 The other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.3 Without affecting any other right or remedy available to it, Truly Intelligent Business may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment or there is a change of control of the Customer.

9.4 Without affecting any other right or remedy available to it, Truly Intelligent Business may suspend the supply of Services under the Contract or any other contract between the Customer and Truly Intelligent Business if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2.2 to clause 9.2.4, or Truly Intelligent Business reasonably believes that the Customer is about to become subject to any of them.

10. CONSEQUENCES OF TERMINATION

10.1 On termination of the Contract:

10.1.1 The Customer shall immediately pay to Truly Intelligent Business all of Truly Intelligent Business's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Truly Intelligent Business shall submit an invoice, which shall be payable by the Customer immediately on receipt;

10.1.2 The Customer shall return all of the Truly Intelligent Business Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Truly Intelligent Business may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

10.2 If Truly Intelligent Business terminates the Contract, or the Contract becomes frustrated (including, but not limited to, an event occurs of circumstances arise that mean the obligations of a party can no longer be fulfilled), any licences granted under this Contract will also terminate unless otherwise expressly stated in this Contract.

10.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. ENTIRE AGREEMENT AND VARIATION

11.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

11.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.

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

12. NO WAIVER

12.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

12.2 No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.

13. ASSIGNMENT

Except as otherwise provided in this agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this agreement or any document referred to in it.

14. NOTICES

14.1 A notice given to a party under or in connection with this agreement shall be in writing and sent to the party at the address given in this agreement or as otherwise notified in writing to the other party.

14.2 The following are methods by which a notice may be sent and its corresponding deemed delivery date and time:

Delivery method: Delivery by hand or courier. Deemed delivery date and time: On signature of a delivery receipt or at the time the notice is left at the address.

Delivery method: Pre-paid first class post or other next working day delivery service providing proof of postage. Deemed delivery date and time: Midday on the second Business Day after posting or at the time recorded by the delivery service – whichever is earlier.

Delivery method: Email. Deemed delivery date and time: At the time of transmission if on a Business Day, otherwise at 10:00 on the next Business Day after transmission.

14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. NO PARTNERSHIP

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

16. THIRD PARTY RIGHTS

A person who is not a party to this Agreement shall not have any rights under or in connection with it.

17. GOVERNING LAW AND JURISDICTION

The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

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Signed by Phil Husbands
Signed On: November 1, 2023

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May 23, 2021 21:35 BST

Terms and Conditions of Business Uploaded by Phil Husbands - [email protected] IP 10.0.0.9