Terms and Conditions

TERMS AND CONDITIONS OF SERVICE (the “Agreement”)

BETWEEN:

You (the “Client”) and Briggs Associates Limited of Portree, Netherton Road, Appleton, Oxfordshire, OX13 5QW (the “Consultant”)

The Client and Consultant (individually the “Party” and collectively the “Parties” to the Agreement) agree as follows:

1. Services Provided

The Client hereby agrees to engage the Consultant to provide the Client with consultancy services (the “Services”). The scope of the Services will be agreed by the Parties on an ongoing basis, and may include a mixture of face to face and remote interactions.

2. Fee

The Consultant will charge the Client for the Services at a rate agreed between the parties (the “Fee”). The Consultant shall provide an invoices monthly in advance or as otherwise agreed in writing and the Client will pay the invoice within 14 days. The Fee may be varied by written agreement.

The Consultant will be reimbursed from time to time for reasonable expenses incurred by the Consultant in connection with providing the Services. Pre-approval is required for any individual expense exceeding 200 GBP. Travel will be chargeable from the Consultant’s offices in Appleton, Oxfordshire.

3. Term and Termination

The term of this agreement (the “Term”) will begin when Services are first delivered and will continue in force until the Services are completed and full payment has been made by the Client.

The Parties may terminate this agreement with one month’s notice by giving the other party written notice.

In the event this Agreement is terminated by the Client during the Client will pay any outstanding invoices covering the period up until the termination date when they become due.

4. Confidentiality

Each Party shall not disclose to any third party any confidential details regarding the other Party’s business, including, without limitation any information regarding the other Party’s inventions, business plans, or pricing (the “Confidential Information”).

This Confidentiality undertaking applies regardless of the way or form in which the Confidential Information is disclosed or recorded but does not apply to:

a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or

b) any information which is already known to the recipient and which was not subject to any obligation of confidence before it was disclosed to the recipient. 

Nothing in this Agreement will prevent the recipient from making any disclosure of the Confidential Information required by law or by any competent authority.

5. Intellectual Property

All intellectual property that is developed and delivered to the Client under this Agreement (the “Intellectual Property”), will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. The Consultant’s pre-existing intellectual property remains the property of the Consultant.

6. Limitation of Liability

Except for liabilities that cannot be limited under law such as for death, personal injury and fraud or for any unpaid Fee the maximum liability of each Party to the other shall be the total Fee paid under the Agreement in the previous 12 months. To the maximum extent permitted under law the Services are provided “as is” without any kind of warranty.

7. Independent Contractor

In providing the Services under this agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. 

8. Governing Law

This Agreement with be governed by and construed in accordance with the laws of England and Wales.