1.1“Client” means person or entity who places an order with the Consultant for the purchase of services and whose order for services is accepted by the Consultant.
1.2“Consultant” means Advena Limited, Company number 3517275, with offices at Pure Offices, Plato Close, Warwick CV34 6WE, UK.
1.3“Quotation” means the Consultant’s offer to carry out works as detailed in the Client’s enquiry.
1.4“Conditions” means the standard terms and conditions of sale set out in this document.
1.5“Contract” means the contract as issued to the Client, including the Consultant’s quotation along with other documentation referred to.
1.6“Services” means the services (UKRP or Consultancy services or technical advice) described in the Quotation or Contract.
1.7Order” means the Client’s purchase order.
1.8“Price” means the price of the Services as specified by the Consultant’s quotation.
1.8.1Such amounts as may be agreed in writing by the parties from time to time; and
1.8.2Amounts calculated by multiplying the Consultants charging rates (as in clause 4.1 of these Conditions) by the time spent by the Consultant performing Services for the Client (rounded down to the nearest quarter hour)
1.9Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended re-enacted or extended at the relevant time.
2.0The headings in these Conditions are for convenience only and shall not affect their interpretation.
3.0 Basis of Sale
3.1The Order, together with these Standard Terms and Conditions, comprises a binding contract for the Client to purchase the Services, and the Consultant to provide the Services, subject to these Standard Terms and Conditions and the Order.
3.2These conditions shall apply to any scope of work agreed between the parties to the exclusion of any other terms and conditions.
4.0 Price of the Services and Charges
4.1Consultancy fees are charged at the hourly rate specified in the Consultant’s quotation or contract.
4.2Consultancy fees exclude out of pocket expenses, travel for business purposes only, and accommodation. If applicable these additional fees will form part of the Consultant’s quotation
4.3The Charges shall be as stated in the Quotation, or as in clause 4.1 and, unless otherwise agreed between the Client and the Consultant the charges shall be exclusive of any applicable value added tax.
5.0 Terms of Payment
5.1The Client shall pay the Price of Services and any applicable charges as defined in the Consultant’s quotation, less any discount agreed by the Consultant.
5.2A deposit of 50% shall be payable prior to the commencement of contracted works (Consultancy), for all new Clients
6.0 Scope of Works
6.1The Consultant undertakes all works as described within the quotation.
6.2The Consultant shall provide the Services (and any Additional Work):
- - in the time stipulated by the Client, unless otherwise agreed
- - in accordance with the Quotation and all instructions from the Client, unless otherwise agreed
- - in accordance with all applicable laws, regulations, guidance
- - with the best care, skill and diligence in accordance with best practice in the Consultant industry, profession or trade
- - by individuals with sufficient skill, experience, qualification, and expertise to meet the standards required in this clause 6.1.
- - in conformance with all descriptions and specifications, and that any deliverables shall be fit for any purpose that the Client expressly or impliedly makes known to the Consultant
- - in a way which does not risk causing the Client to lose any licence, authority, consent, or permission on which it relies for the purposes of conducting its business, and the Consultant acknowledges that the Client may rely or act on the Services.
7.0 Additional Work
7.1Any work, or work instruction which is extra to the extent of the original order will be chargeable and subject to written confirmation by way of the Client’s official order. Under no circumstances will any extra work be undertaken without this confirmation.
8.0 Warranties and Liability
8.1The Consultant warrants that:
- (a) the receipt and use of the Services by the Client and its licensees and sub-licensees shall not infringe the rights, including any intellectual property rights, of any third party.
- (b) it has the capability and capacity to provide the Services.
- (c) it does not have any agreements with any third parties which could detrimentally impact on its ability to provide the Services
9.1The Contract and these Conditions shall be governed by the laws of England, and both parties agree to submit to the exclusive jurisdiction of the English courts in respect of any disputes arising out of the Contract or these Conditions.
10.1Will be held firm for a period of 28 Days from the issue of quotation, unless otherwise indicated in the Consultant’s quotation or contract.
10.2Net of any discount unless otherwise stated.
10.3The Consultant’s quotation is subject to the Consultant’s interpretations of the Client’s enquiry.
11.0 Payment Terms
11.1Advena Ltd’s payment terms are strictly 30 days following the date of invoice
12.0 Intellectual Property
12.1All intellectual property rights in any materials provided by the Client to the Consultant for the purposes of this Agreement shall remain the property of the Client but the Client hereby grants the Consultant a royalty-free, non-exclusive, and non-transferable licence to use such materials as required until termination or expiry of the scope of work agreed for the sole purpose of enabling the Consultant to perform its obligations under the scope of work agreed.
12.2All intellectual property rights in any materials created or developed by the Consultant pursuant to the scope of work or arising as a result of the provision of the Services shall vest in the Consultant, except any Consultant Intellectual Property (defined below). owned by or licensed to the Client, which shall be owned by or assigned to the Client. If, and to the extent, that any intellectual property rights in such materials vest in the Client by operation of law, the Client hereby assigns to the Consultant by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such intellectual property rights all its intellectual property rights in such materials (with full title guarantee and free from all third-party rights).
12.3Any intellectual property rights which includes any element of, is based on or otherwise refers to any intellectual property rights owned by or licensed to the Client (Client Intellectual Property) shall be owned absolutely by the Client. If, and to the extent, that any intellectual property rights in such materials vest in the Consultant by operation of law, the Consultant hereby assigns to the Client by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such intellectual property rights all its intellectual property rights in such materials (with full title guarantee and free from all third-party rights)
12.4The Consultant hereby grants the Client:
- (a) a perpetual, royalty-free, irrevocable, non-exclusive licence) to use all intellectual property rights in the materials created or developed pursuant to the Agreement and any intellectual property rights arising as a result of the provision of the Services; and
- (b) a perpetual, royalty-free, irrevocable and non-exclusive licence to use any intellectual property rights created during the term but which are neither created or developed pursuant to the scope of work nor arise as a result of the provision of the Services, including any modifications to or derivative versions of any such intellectual property rights, which the Client reasonably requires in order to exercise its rights and take the benefit of the Agreement including the Services provided.
13.0 Protection of Personal Data and Security of Data
13.1The Consultant shall, comply with any notification requirements under any Data Protection Legislation (as defined below) and both Parties shall duly observe all their obligations under Data Protection Legislation which arise in connection with the scope of work agreed.
13.2The parties agree that they shall only process any personal data for the agreed purpose, which shall be the fulfilment of the contractual obligations in this Agreement.
13.3When handling Client data (whether or not Personal Data), the Consultant shall ensure the security of the data is maintained in line with the company’s data security procedures.
13.4The lawful basis for the processing of any personal data pursuant to this agreement shall be fulfilment of contractual obligations set out in this Agreement.
13.5Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation
13.6For the purposes of this Agreement, Data Protection Legislation means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
14.1Once the scope of work is agreed and accepted by the Client, these terms and conditions are valid until either the scope of work is complete or otherwise terminated as detailed below.
14.2Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the work agreed without liability to the other if:
- (a) The other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
- (b) An order is made, or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party.
- (c) An order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the UK Insolvency Act 1986).
- (d) A receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets
- (e) The other party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt
- (f) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt
- (g) The other party ceases, or threatens to cease, to trade.
14.3Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Consultant on the due date described on any invoice raised by the Consultant, the Consultant may suspend all work as agreed within the scope of work until payment has been made in full.
14.4Any undisputed sums payable to the Consultant become due immediately on its termination, despite any other provision.
15.1.1Obligations of confidentiality. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.
15.2Confidentiality exceptions. Each party may disclose the other party's confidential information:
220.127.116.11to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives, or advisers to whom it discloses the other party's confidential information comply with this clause 15; and
18.104.22.168as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3Limited use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
15.4Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Consultant from the Client shall be returned promptly to Client on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.