GENERAL TERMS OF BUSINESS
1.0 Definitions
1.1. In these Terms of Business, the following definitions apply:
“Additional Terms” means any other terms applicable to the Services included with or referenced and these General Terms.
“Agreement” (or “Services Contract”) means the contract formed by the Engagement Letter, these General Terms and the Additional Terms.
“Affiliates” means any legal entity that, directly or indirectly controls, is controlled by, or is under common control with you.
“Charges” means the fees, expenses and applicable taxes payable by you for the Services.
“Confidential Information” means:
(a) all information which relates to the business, finances, transactions, affairs, products, services, processes, equipment or activities which is designated by the Parties as confidential, including information which came into knowledge prior to this Engagement; and
(b) all information relating to such matters which comes to your knowledge in the course of this Engagement which, by reason of its character and/or the manner of its coming to your knowledge, is evidently confidential; and
(c) all information which relates to the business, finances, transactions, affairs, products, processes, equipment or activities of actual or potential clients, customers, suppliers or other persons which has been shared by the Parties in confidence; and
(d) shall include without limitation all such information held or contained in any media, including on social media sites and information as to any of the following subjects: business plans, business methods, corporate plans, management systems, finances, maturing new business opportunities, research and development projects, concepts, ideas, new products, product formulae, source code, software, software designs, graphic designs, artwork, processes, inventions, discoveries or know-how, sales statistics, sales techniques, marketing surveys and plans, costs, profit or loss, prices and discount structures, the names, addresses and contact details of customers and suppliers or potential customers and suppliers.
“Deliverable” means any advice, report or other product of the Services
“Engagement Letter” means the letter or heads of terms sent to you with our proposed services for you.
“Excluded Information” means information that: (i) is or becomes generally available in the public domain; or (ii) is previously known to the receiving party free of any obligation of confidence; or (iii) becomes available from a third party entitled to make such disclosure; or (iv) was developed by a party independently to the other’s Confidential Information).
“General Terms” means these terms and conditions.
“Intellectual Property Right” or “IPR” means any copyright and related rights, moral rights, design rights, rights in computer software, database rights, topography rights, trade mark, service mark, logo, trade dress, trade name, domain name, patent, rights in goodwill or to sue for passing off, rights in get-up, rights in confidential information, trade secrets, unfair competition rights, know-how and any other intellectual rights, in each case whether registered or unregistered and including all applications for registration (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world.
“Other Beneficiaries” means any person identified in the Engagement Letter as a beneficiary of the Services or any Deliverable other than you or for whose benefit you sign the Engagement Letter.
“Party” means Small Harbour and you. Parties refers to both Small Harbour and you,
“person” means individuals, corporate or unincorporated bodies.
“Services” means the services to be delivered under the Engagement Letter.
“Small Harbour” or “we” Small Harbour Limited unless the Engagement Letter identifies another contracting party.
2.0 The Agreement
2.1 This Agreement sets out the entire agreement between the Parties in connection with the Services and replaces all previous agreements, written or oral to the extent that they relate to this subject matter.
2.2 In entering into this Agreement neither Party has relied upon any statement, representation or warranty however made that is not set out in this Agreement.
2.3 If there is an inconsistency between the Engagement Letter and any other part of this Agreement the Engagement Letter prevails.
2.4 Any changes to this Agreement must be made in writing and signed by all Parties.
3.0 Our Responsibilities
3.1 The Services shall be delivered to timetable with reasonable care by the team outlined in the Engagement Letter.
3.2 Any changes to the team or Deliverables will be agreed in writing with you.
4.0 Your Responsibilities
4.1 You shall provide in a timely and cooperative manner information as reasonably could be construed necessary to support execution of the Engagement Letter.
4.2 You shall provide access to systems, appropriately skilled personnel, licenses and premises in a safe and secure manner and in an appropriate working environment to support execution of the Engagement Letter.
4.3 You will inform us at the earliest opportunity of any material changes that would affect the Services being provided.
4.4 You are responsible for your affairs and decisions made following receipt of the Deliverables including notifications, registrations or disclosures required under law or regulations.
5.0 Ownership of the Deliverables
5.1 We own the IPR in all Deliverables, except where they incorporate your pre-existing IPR.
5.2 You will own any Deliverable in its tangible form on settlement in full of any Charges due.
6.0 Advice and use of information
6.1 We will provide advice orally, in draft or written form, our later final written report supersedes all previous drafts.
6.2 Where you wish to rely on oral advice, please advise us, we will confirm it in writing.
6.3 Information provided by you will be used in our delivery of the Services without independent verification.
6.4 Our Deliverables are not forecasts or predictions of future events or income in any way.
6.5 The Deliverables are intended for internal use only unless stated in the Engagement Letter.
6.6 You may disclose the Deliverables to Affiliates, insurers, legal and other professional advisors under the grounds that no legal liability is extended to them.
7.0 Confidentiality
7.1 The Parties shall keep each other’s Confidential Information confidential to a reasonable standard of care and use it only for the purposes of the Services under this Agreement.
7.2 We will only disclose Confidential Information where required to under regulations or the Law or to insurers or legal advisors necessary under a dispute relating to this Agreement.
8.0 Charges
8.1 We shall invoice you monthly in advance at the prevailing rate of VAT for our Charges. You will pay the invoice within 7 days unless stated otherwise in the Engagement Letter.
8.2 On termination for whatever reason you are obliged to make payment of our Charges up to and including the date of termination.
9.0 Circumstances beyond our control
9.1 No Party shall be in breach of their obligations or incur liability under this Agreement where the Party is unable to complete their obligations due to a cause beyond their reasonable control.
9.2 The Parties will notify each other as soon as reasonably practicable follow the occurrence of such an event.
10.0 Limitations of our Liability
10.1 Our liability under this Agreement and all claims connected to it is limited to the value of the Service as set out in the Engagement Letter including any liability for loss of profits, goodwill, anticipated savings or wasted time, indirect or consequential loss.
10.2 Nothing in this Agreement excludes or restricts our liability in respect of fraud or negligence.
11.0 Termination
11.1 Either Party can terminate this Agreement in writing by giving at least 30 days’ prior notice. Termination shall not affect any rights accrued before notice.
11.2 Either Party may terminate this Agreement immediately if there is a change in law, regulation or professional standard. In any case, the Parties will discuss such a termination in advance.
13.0 Data Protection
13.1 In respect of any Personal Data as defined by the General Data Protection Regulation May 2018 “GDPR” we will take steps to protect the data against unauthorised or unlawful processing.
14.0 Notices
14.1 Any notices under this Agreement shall be in writing (which includes email) addressed to the Parties signing the Engagement Letter.
15.0 Capacity
15.1 You agree to the provisions of this Agreement on you own behalf and as agent for the Other Beneficiaries.
16.0 Legal and Regulatory Compliance
16.1 Each Party recognises the obligation of the other Party to make notices, registrations or disclosures required by acceptable law and regulations including relating to money laundering, tax and legal requirements.
17.0 Disputes, Law and Jurisdiction
17.1 Any feedback on service levels should be directed to the signatory to the Engagement Letter.
17.2 Complaints about service levels should be responded to promptly in writing.
17.3 The parties will endeavour to resolve disputes using the signatories to the Engagement Letter. Any resolution will be in the form of a written agreement and will bind the Parties once signed by the Parties.
17.4 All disputes shall be governed by English law and subject to the exclusive jurisdiction of the English Courts.
END
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