Terms of Business (boring but necessary)

This Terms of Business sets out terms concerning the provision of consultancy services (Services) provided by Witz Consultancy Limited t/a Chimpology and Claire Witz (Us) to you (Client). 

1.             Term

We shall provide the Services to you from the date agreed unless and until this agreement is terminated by either party giving to the other not less than two weeks' prior written notice or as otherwise provided in our written communications.

2.             Duties

2.1               We shall provide the Services to you with all reasonable care and skill.

2.2               If we are unable to provide the Services due to illness or injury, we shall notify you as soon as reasonably practicable.

2.3               We will use our reasonable endeavours to comply with your policies on social media, anti-harassment and bullying, information and communication systems, anti-corruption and bribery and coronavirus, as notified to us in writing.

2.4               We shall ensure that we are available at all times on reasonable notice to provide such assistance or information as you may require during the provision of the Services.

2.5               Unless you provide us with your prior written authority, we will not bind you to a contract with a third party supplier in relation to the Services. 

2.6               We will not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence under the Criminal Finances Act 2017.

3.             Fees and expenses

3.1               You will pay us the agreed fee for the Services in advance or in accordance with our usual payment terms. Any work undertaken or requested in addition to the Services, will be charged at our then current rate.

3.2               We shall submit invoices to you specifying the amount due and any VAT payable (if applicable). You will pay such invoices within 30 days of receipt with interest accruing at 8% per annum for any late payments from the due date to payment, whether before or after judgment.

3.3               We shall bear our own expenses unless previously authorised by you in writing.

4.             Other activities

We may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place us in a conflict of interest with you.

5.             Your obligations

5.1               You undertake throughout the term of this agreement to:

(a)           enter into and maintain contracts directly with third party providers in order for us to carry out the Services and ensure that such contracts permit us to request resources from them on your behalf when required;

(b)           keep in place current software maintenance agreements with the vendors of all supported software applications used by you to ensure adequate assistance from such vendors if required;

(c)            grant us such access to and such facilities at your premises as we may require from time to time in order to provide the Services and take all reasonable precautions to protect the health and safety of our personnel and sub- contractors whilst at your premises;

(d)           provide us with all assistance, materials and accurate information for the purposes of enabling us to provide the Services;

(e)           ensure that all personnel assigned by you to provide assistance to us shall have the requisite skill, qualification and experience to perform the tasks assigned to them;

(f)             monitor any virus protection software and accept any updates and implement our reasonable requirements;

(g)           save all data, documents and other information on your server and not on individual desktop PCs and carry out backups;

(h)           establish and implement policies and procedures for compliance with IT security and safety, cybercrime prevention, virus protection and the protection of passwords, making those policies and procedures available to us;

(i)             take all reasonable precautions to prevent any IT security failure;

(j)             keep all software licenses up to date and ensure that all software is obtained from a recognisable and valid source.        

5.2               You warrant that you are the owner of all the IT (including all hardware, connectors and other items, computer room documents, manuals, disk media, and other equipment) which is the subject of the Services, or that you are authorised by the owner thereof to make them available to us.

5.3               You warrant that the details of the existing hardware and software at your premises and all current licences you hold for software provided to us are complete and accurate.

5.4               You warrant that all content, data and other information provided by you shall not be obscene, defamatory or likely to result in any claim being made against us by any third party.

5.5               You shall be liable for all losses, costs, claims, demands, expenses and all other liabilities arising from a virus, distributed denial of service attack or other technologically harmful material that may infect your IT, computer programs, data or other proprietary material as a result of any security failure or any breach of this clause 5 and you shall indemnify us for any loss, damage, charges or costs resulting from such breaches or any work required to remedy such issues.

5.6               You shall be liable for all acts where any password is used as any use of the passwords will be held by us as being carried out with your full authority, whether or not this is the case.

6.             Confidential information and Client property

6.1               We shall not use or disclose to any person either during or at any time after our engagement by you any confidential information about your business or affairs or any of your business contacts, or about any other confidential matters which may come to our knowledge in the course of providing the Services. For the purposes of this clause, confidential information means any information or matter which is not in the public domain and which relates to your affairs or any of your business contacts.

6.2               The restriction in clause ‎6.1 does not apply to:

(a)           any use or disclosure authorised by you or as required by law; or

(b)           any information which is already in, or comes into, the public domain otherwise than through our unauthorised disclosure.

6.3               All documents, manuals, hardware and software provided for our use by you, and any data or documents produced, maintained or stored on our computer systems, remain your property.

6.4               We will at all times treat any and all information supplied by the Client, or an agent acting on its behalf, as confidential information unless it already exists in the public domain. Likewise, the Client will treat any information from us as confidential until such time as ownership is transferred through payment of the applicable invoice for the relevant services.

7.             Data protection and data processing

7.1               We will only collect and process information relating to you in accordance with our data protection policy.

7.2               For the purposes of this clause, Data Protection Legislation includes the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation including the Data Protection Act 2018 (DPA 2018) relating to data protection and privacy, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and DPA 2018.

7.3               Witz Consultancy Limited is registered with the Information Commissioner's Office.

7.4               All relevant data protection legislation will be duly upheld by us and any data supplied by the client will be treated accordingly.

7.5               You acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor.

7.6                We shall, in relation to processing your personal data:

(a)           process that personal data only on your written instructions;

(b)           keep the personal data confidential;

(c)            comply with your reasonable instructions with respect to processing personal data and with our data protection policy;

(d)           not transfer or retain any personal data outside of the European Economic Area without your prior written consent;

(e)           assist you in responding to any data subject access request and to ensure compliance with our obligations under the Data Protection Legislation in respect of the Services;

(f)             notify you without undue delay on becoming aware of a personal data breach or communication which relates to our or your compliance with the Data Protection Legislation;

(g)           at your written request, delete or return your personal data that we hold to you on termination of this agreement unless otherwise required by the Data Protection Legislation;

(h)           maintain complete and accurate records to demonstrate compliance with this clause; and

(i)             within one week of the end of the contract, at the controller’s choice, delete or return to the controller all the personal data it has been processing for it; and delete existing copies of the personal data, unless UK law requires it to be stored.

8.             Intellectual property

8.1               We hereby assign to you all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from the Services provided to you. We agree promptly to execute all documents and do all acts as may, in our opinion, be necessary to give effect to this clause.

9.             Insurance and liability

9.1               We have obtained insurance cover in respect of our own legal liability for £1,000,000 Public Liability and £100,000 Professional Indemnity which reflect the limits and exclusions in this clause. You should arrange suitable insurance for any excess loss.

9.2               References to liability in this clause 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3               Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(a)           death or personal injury caused by negligence;

(b)           fraud or fraudulent misrepresentation; and

(c)            breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.4               Subject to clause 9.3, our total liability to you shall not exceed the amount of fees paid for the Services under this agreement. The following types of loss are wholly excluded:

(a)           loss of profits;

(b)           loss of sales or business;

(c)            loss of agreements or contracts;

(d)           loss of anticipated savings;

(e)           loss of use or corruption of software, data or information;

(f)             loss of or damage to goodwill; and

(g)           indirect or consequential loss.

10.          Termination

Either party may at any time terminate this agreement with immediate effect with no liability to make any further payment to each other (other than in respect of any accrued fees or expenses at the date of termination) if:

(a)           the other party is in material breach of any of their respective obligations under this agreement or becomes or takes steps to become insolvent or cease to trade; and

(b)           other than as a result of illness or accident, after notice in writing, the defaulting party fails to remedy any default to allow the Services to be provided within 14 days.

Any delay in exercising this right to terminate shall not constitute a waiver of those rights.

11.          Obligations on termination

Any property belonging to you in our possession or under our control, and any original or copy documents obtained by us in the course of providing the Services, shall be returned to you at any reasonable time on request and in any event on or before the termination of this agreement. Subject to our data retention guidelines, we also undertake to irretrievably delete any information relating to your business stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in our possession or under our control outside our premises. This obligation includes requiring any substitute to delete such data where applicable.

12.          Status

12.1           We will be an independent contractor and nothing in this agreement shall render us your employee, worker, agent or partner and we shall not hold ourselves out as such.

12.2           We shall be fully responsible for and indemnify you against any liability, assessment or claim for taxation howsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law.

13.          Variation

The terms of this agreement or any of them may only be varied, amended or modified or this agreement suspended by agreement in writing between the parties.

14.          Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

15.          Third party rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than us shall have any rights under it.

16.          Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.          Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

30 April 2024