These terms govern the supply of consulting services by DJEC Management Consulting Ltd. They apply alongside the Statement of Work agreed for each engagement.
1.1In these Terms, unless the context otherwise requires:
1.2Headings are for convenience only and do not affect interpretation. References to clauses are to clauses of these Terms unless stated otherwise. The words "include", "including" and "in particular" do not limit the generality of any preceding words.
2.1These Terms apply to all Services provided by DJEC to the Client. Each engagement will be set out in a separate Statement of Work, which together with these Terms forms the Agreement for that engagement.
2.2In the event of any conflict between these Terms and the Statement of Work, the Statement of Work shall prevail in respect of that engagement.
2.3The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, correspondence and representations. Each party acknowledges that it has not relied on any statement or representation not expressly set out in the Agreement.
2.4No variation of the Agreement is effective unless in writing and signed by an authorised representative of each party.
3.1DJEC shall provide the Services with reasonable care and skill, in accordance with the standards of a competent professional consultant in the relevant field.
3.2Any dates or timescales given for the provision of the Services or delivery of any Deliverables are estimates only and are not of the essence of the Agreement, unless expressly stated to be so in the Statement of Work.
3.3DJEC may, with the Client's prior written agreement (not to be unreasonably withheld), use sub-contractors or associates to perform any part of the Services. DJEC remains responsible for the performance of the Services.
3.4Any change to the scope of the Services must be agreed in writing between the parties through a written change request, which may result in adjustments to the Fees and timeline.
4.1The Client shall:
4.2DJEC shall not be liable for any delay or failure to perform the Services to the extent caused by the Client's failure to meet its responsibilities under clause 4.1.
5.1The Client shall pay the Fees set out in the Statement of Work. Unless stated otherwise, Fees are exclusive of VAT, which shall be charged at the prevailing rate.
5.2Unless agreed otherwise in the Statement of Work, DJEC's standard payment terms are:
5.3Reasonable out-of-pocket expenses (including but not limited to travel, accommodation and subsistence) incurred by DJEC in connection with the Services shall be reimbursed by the Client at cost, provided that expenses over £250 per item are agreed in advance with the Client.
5.4If the Client fails to pay any sum by the due date, DJEC may (without prejudice to any other right or remedy):
5.5The Client shall pay all sums due under the Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding required by law).
6.1Each party (the "Receiving Party") shall keep confidential all information of a confidential nature disclosed to it by or on behalf of the other party (the "Disclosing Party"), whether before or after the date of the Agreement, including business information, financial information, customer and supplier information, plans, strategies and any information marked or identified as confidential ("Confidential Information").
6.2The Receiving Party shall:
6.3The obligations in this clause 6 do not apply to information which:
6.4The obligations in this clause 6 shall survive termination of the Agreement for a period of five (5) years.
6.5Notwithstanding clause 6.2, DJEC may identify the Client as a client of DJEC and make general reference to the nature of the work performed for marketing purposes, provided that no Confidential Information is disclosed and the Client has given prior written consent (not to be unreasonably withheld).
7.1Subject to clause 7.3 and to the Client having paid in full all Fees due in respect of the relevant Deliverables, DJEC assigns to the Client with full title guarantee all intellectual property rights in the Deliverables created specifically for the Client under the Agreement.
7.2Until payment in full has been received, all intellectual property rights in the Deliverables remain vested in DJEC, and the Client has no right to use, copy or distribute them.
7.3Clause 7.1 does not transfer any rights in the DJEC Materials. All intellectual property rights in the DJEC Materials remain the sole and exclusive property of DJEC. To the extent that any DJEC Materials are incorporated into the Deliverables, DJEC grants the Client a non-exclusive, perpetual, royalty-free, worldwide licence to use such DJEC Materials solely as part of the relevant Deliverables for the Client's internal business purposes.
7.4DJEC may use and develop generic knowledge, experience, skills, ideas, concepts and know-how acquired in the course of performing the Services, including for the benefit of other clients, provided that no Confidential Information is disclosed or used.
7.5Each party warrants to the other that, to the best of its knowledge and belief, the materials it supplies under the Agreement do not infringe the intellectual property rights of any third party.
8.1Each party shall comply with its obligations under applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018 ("Data Protection Legislation").
8.2In the ordinary course of providing the Services, DJEC acts as an independent controller of any personal data it processes for its own business purposes (for example, client relationship management). Where DJEC processes personal data on behalf of the Client (for example, where the Services involve documenting processes that include personal data), the parties shall enter into a separate data processing agreement as required by Article 28 of the UK GDPR.
8.3Each party shall implement and maintain appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
9.1Nothing in the Agreement limits or excludes either party's liability for:
9.2Subject to clause 9.1, neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any:
9.3Subject to clauses 9.1 and 9.2, DJEC's total aggregate liability to the Client under or in connection with the Agreement, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall not exceed the greater of (a) the total Fees paid or payable by the Client under the Statement of Work giving rise to the claim in the twelve (12) months preceding the date on which the claim arose, or (b) £5,000,000.
9.4The Client acknowledges that the Services are advisory in nature and that the decision to act, or not to act, on any advice or Deliverable provided by DJEC remains with the Client.
10.1Each party warrants that it has the legal right and authority to enter into the Agreement and to perform its obligations under it.
10.2Except as expressly set out in the Agreement, all warranties, conditions, terms and representations (whether express or implied by statute, common law, custom or otherwise) are excluded to the fullest extent permitted by law.
10.3Without limiting clause 10.2, DJEC does not warrant that the Services or Deliverables will achieve any particular business outcome, financial result or commercial benefit.
11.1The Agreement commences on the date the Statement of Work is signed by both parties (or, if earlier, on the date DJEC begins performing the Services with the Client's knowledge) and continues until the Services are completed, unless terminated earlier in accordance with this clause 11.
11.2Either party may terminate the Agreement for convenience by giving the other party not less than thirty (30) days' written notice.
11.3Either party may terminate the Agreement immediately by written notice if the other party:
11.4On termination of the Agreement for any reason:
11.5Clauses which by their nature are intended to survive termination (including clauses 5, 6, 7, 8, 9, 10, 13 and 15) shall continue in full force and effect.
12.1During the term of the Agreement and for a period of twelve (12) months following its termination, neither party shall, without the prior written consent of the other party, directly or indirectly solicit for employment, or employ, any employee, contractor or associate of the other party who has been materially involved in the provision or receipt of the Services.
12.2Clause 12.1 does not prevent either party from employing any person who responds in good faith to a general public advertisement not specifically targeted at the other party's personnel.
13.1Neither party shall be in breach of the Agreement, nor liable for any delay or failure to perform any of its obligations under it, if such delay or failure results from events, circumstances or causes beyond its reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, pandemic, government action, industrial action, or failure of utilities or telecommunications networks.
13.2The affected party shall promptly notify the other party of the nature and expected duration of the event and shall use reasonable efforts to mitigate its effects.
13.3If the event continues for more than sixty (60) consecutive days, either party may terminate the Agreement by giving written notice to the other.
14.1Any notice given under the Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post, or sent by email to the address of the recipient set out in the Statement of Work or such other address as may be notified in writing.
14.2A notice shall be deemed to have been received:
15.1Assignment. Neither party may assign, transfer or sub-contract any of its rights or obligations under the Agreement without the prior written consent of the other party (not to be unreasonably withheld), save that DJEC may sub-contract in accordance with clause 3.3.
15.2Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between them.
15.3Third party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
15.4Severability. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.5Waiver. A failure or delay by either party to exercise any right or remedy under the Agreement shall not operate as a waiver of that or any other right or remedy.
15.6Counterparts. The Statement of Work may be signed in any number of counterparts (including by electronic signature), each of which when signed shall constitute an original, and which together shall constitute one and the same agreement.
16.1The Agreement, and any dispute or claim arising out of or in connection with it (including any non-contractual dispute or claim), shall be governed by and construed in accordance with the laws of England and Wales.
16.2The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.