Standard Terms

We agree to contract with you to you on the following terms.  These constitute an agreement between us and you and must be read together with any other documents explicitly agreed to be part of this Agreement.  Any other terms contained in any other document are excluded unless their inclusion is expressly agreed in writing between us.

1. Definitions In these terms:

1.1 “we” and “us” means Zedel Pro Consultancy, part of ZL Professional Limited, a company incorporated in England and Wales under number 08955806;

1.2 “Intellectual Property” means any and all patents, patent applications, know-how, trademarks, trademark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, or used in connection with this Agreement;

1.3 “Services” means the services that you have ordered from us and we have agreed to provide as set out in the appropriate Work Order;

1.4 “Work Order” means a document setting out a particular Service that you have ordered from us;

1.5 “Working Day” means Monday to Friday inclusive but excluding public and bank holidays in England and Wales; and

1.6 “Working Hours” means 9.00am to 5:30pm London time on a Working Day.

2. Our Obligations

2.1 We warrant to you that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with each Work Order and any other timetable agreed.

2.2 However, where we supply to you any goods supplied to us by a third party, we do not give any warranty, guarantee or other term as to their quality, or otherwise, but shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given by the business supplying the goods to us.

3. Payment

You must pay our charges for the Services as agreed between us and set out in the Scope of Services to you.  Unless agreed otherwise, all our charges are exclusive of any applicable value added or other tax.  We reserve the right to suspend the Services if our charges are overdue for payment by you.

4. Your Obligations You agree that you will:

4.1 ensure that your staff and representatives co-operate with us in relation to the provision of the Services;

4.2 promptly give us such information as we may reasonably need to provide the Services and you shall be responsible to us for the accuracy of such information;

4.3 at your own expense keep copies of all information provided to us (and therefore we shall not be liable for any loss of such information); and

4.4 allow us access to your premises, data or personnel and use of such equipment which may be necessary for us to deliver the Services.

4.5 allow us to refer to our contract with you in our marketing.

5. Intellectual Property

5.1 Unless agreed otherwise in writing between us and you:

5.1.1 upon payment being received in full by us from you, we shall assign to you the Intellectual Property created by us under this Agreement (excluding frameworks and associated documentation, industry business and data models, and document templates provided by us for which we shall grant you an irrevocable, perpetual, royalty free, worldwide licence to use for your own business purposes); and

5.1.2 we shall not be prevented or restricted from using in the course of our business any technical knowledge, skill or expertise of a generic nature acquired by us in carrying out this Agreement.  In particular we shall not be required to transfer to you any Intellectual Property rights that are already in existence at the date of this Agreement or may in the future be created by us for our use in the conduct of our business generally.

5.2 We warrant to you that no material will be provided by us as part of the Services which infringe any third party Intellectual Property rights.  You warrant to us that no material will be provided by you to us for use in the Services which infringe any third party Intellectual Property rights.

5.3 If a claim for the infringement of third party Intellectual Property Rights is made or threatened against either party in connection with material provided by it under this Agreement, it shall indemnify the other against any and all costs, expenses, damages or other losses suffered or payments made by the other in connection with the claim and any associated judgment or settlement.

6. Extent of Liability

6.1 Nothing in this Agreement shall be construed as restricting or excluding the liability of either party for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.

6.2 Subject to the immediately preceding sub-clause, we shall be liable to you under this Agreement in respect of all direct loss or damage caused by our acts or omissions or those of our employees, agents or sub-contractors, other than Excluded Loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this Agreement).  In this clause the expression "Excluded Loss" means all special loss and all third party claims, lost management time, economic loss or other loss of business, production, revenue, profit, goodwill or anticipated savings, anticipated tax mitigation, loss of data, others whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

6.3 Our liability to you under this Agreement, whether in respect of breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed £20000 per Work Order or the total amount invoiced under such Work Order, whichever is the lower.

6.4 For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.

7. Change Control Procedure

7.1 At any time you may request changes to the Services or any of them, including additional services, modifications to the Services or the removal of Services.  Such request may be given orally, but shall be confirmed in writing.

7.2 Within 10 Working Days of receipt of a written request for a proposed change to the Services, we shall submit to you a written proposal for that proposed change, specifying:

7.2.1 the impact on the existing Services of implementing the proposed change;

7.2.2 a timetable for implementing the proposed change;

7.2.3 any changes to this Agreement (or any applicable Work Order) which might be required as a result of the proposed change; and

7.2.4 any charges for implementing the proposed change.

7.3 On receipt of the proposal for a proposed change, then you may decide, at your sole discretion:

7.3.1 to accept the proposal, in which event the Services shall be amended in accordance with that proposal;

7.3.2 to request further information about the proposal;

7.3.3 to amend the proposed change, in which event we shall review the amended change and submit a revised proposal for that amended change in accordance with Clause 7.2; or

7.3.4 to withdraw the proposed change.

7.4 We shall also have the right to propose changes to you, in which case, as far as possible, the same procedure shall be followed as is described above.

7.5 Until a change is formally agreed in writing by us both, we shall continue to provide the Services as if the change had not been proposed.

8. Termination

8.1 Either we or you may terminate this Agreement by giving one month’s written notice to the other.

8.2 Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it, within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.

8.3 Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure.  If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.

9. Employment Restriction During the term of this Agreement and for a period of 12 months following its end, neither party shall employ or engage to provide services in a similar capacity any person employed by or acting on behalf of the other with whom that party has had material dealings in connection with this Agreement at any time in the preceding 12 months.

10. Confidentiality Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees, agents or sub-contractors where such disclosure is required for the performance of the party’s obligations under this Agreement.  This clause shall not extend to information which was already in the lawful possession of a party before this Agreement or which is already in the lawful possession of a party before this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious.  The obligations of confidentiality under this clause shall continue after the end of this Agreement. 

11. Data Protection We shall take appropriate technical and organisational security measures to protect any personal data that you provide to us.  Furthermore, we will only deal with such personal data in accordance with your instructions.

12. Environmental Policy In accordance with our ISO 14001 environmental accreditation we shall provide the Services in accordance with our environmental policy.  Where practicable, all work relating to this Agreement will be stored in electronic form and printed work, including reports, in connection with this Agreement shall be on recycled paper printed on both sides.

13. Anti-Bribery Each party shall:

13.1 comply with all applicable laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

13.2 have and shall maintain in place throughout the term of this Agreement its own policies and procedures (including but not limited to adequate procedures under the Bribery Act 2010), to ensure compliance with the Relevant Requirements; and

13.3 promptly report to the other any request for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement.

14. Force Majeure Neither party shall be liable for any breach of this Agreement caused by matters beyond its reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving a party’s employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.

15. General

15.1 The terms of this Agreement represent the entire agreement between the parties and supersede any previous agreement whether recorded in writing or otherwise.

15.2 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified to the party giving the notice.

15.3 No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.

15.4 A person who is not a party to these terms may not enforce any of them under this Agreements (Rights of Third Parties) Act 1999.

15.5 If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.  If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure.  (See www.cedr.co.uk).  Unless otherwise agreed, the mediator shall be appointed by CEDR.  If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.