These terms and conditions will apply to all management consultancy services (“Services”) which are delivered entirely or partially to your organisation (“Client”) by Paul Hatchett Consulting Limited, a company incorporated under the laws of England with company number 13420439 and a registered office at Finchale House - Ground Floor, Belmont Business Park, Durham, United Kingdom, DH1 1TW (“Consultant”). The Client and Consultant are referred to individually as “Party” and collectively as “Parties”.

These Services may result in the delivery of defined and measurable output(s) (“Deliverable(s)”). The Consultancy Agreement (“Agreement”) will be formed on the last date of signature (“Effective Date”) of a quotation or proposal for the Services referencing these terms and conditions, and incorporating any additional terms explicitly stated on the quotation or proposal ("Special Terms").

1.           Scope of Services

1.1        The Consultant will use their best endeavours to ensure that the Services are performed with reasonable skill, care and diligence, and are in accordance with the terms of this Agreement, including any additional details or delivery timeline that may be mutually agreed and set out in the Schedule(s).

1.2      The Consultant may, at any time and at their sole discretion, with or without notice:
a.      obtain services from or engage subcontractors for the performance of some or all the Services;
b.      substitute any personnel engaged in performing the Services with other suitably qualified personnel;
c.      make any changes to the Services that are necessary to comply with applicable statutory requirements;
provided such steps will not materially affect the nature or quality of the Services to be performed.

1.3        Any change to the Services or to this Agreement proposed by the Client must be agreed in advance by the Consultant in writing, including any adjustments to the Fees or timeline.

1.4        The Consultant will use reasonable endeavours to accommodate any request by the Client to reschedule the performance of the Services, provided a notice of a minimum of 72 hours is given by the Client requesting such rescheduling. The Consultant reserves the right to levy a reasonable administration charge for rescheduling and the Client agrees to indemnify the Consultant against all losses, loss of profit, costs including labour costs, damages, charges and expenses incurred by the Consultant arising from rescheduling of the Services.

1.5        The Services will be performed during office hours on business days (9:00 AM – 5:00 PM, Monday to Friday) or otherwise as agreed in writing. The Consultant is entitled to claim additional overtime fees if the Client requests the performance of Services beyond such office hours. 

1.6        The Consultant will give reasonable notice in writing to the Client of any circumstances which make it impracticable for the Consultant to carry out any of the Services or carry them out in accordance with any previously agreed timeline.

1.7        The Client will agree to any reasonable request for extension of time made by the Consultant, if it appears to the Consultant that such an extension of time would be required to complete the Services, for reasons that were not apparent on commencement of this Agreement.

2.          Client Obligations

2.1        The Client agrees to provide the Consultant with any information reasonably and necessarily required for the performance of the Services. This information is to be provided free of charge. The Client is responsible for the completeness and accuracy of the information provided.

2.2        The Client agrees to provide and facilitate the Consultant with access to its personnel and facilities as reasonably required for the performance of the Services. This access is to be provided free of charge.

2.3        The Client agrees to provide the Consultant with necessary instructions and decisions from time to time, as may be required to allow the Consultant to perform the Services.

2.4        The Client agrees that the Consultant’s ability to perform the Services, including any agreed Deliverable and timeline, is dependent upon the Client’s supply of such information, access, decisions and instructions in a timely manner.

3.          Fees and Payments

3.1        Fees are charged depending on the nature of Services provided and are described in full in Schedule A. Unless expressed otherwise, such Fees are exclusive of VAT and any other local, regional or national tax, which will be payable by the Client as and where applicable.

3.2        The Consultant reserves the right to charge additional Fees for additional Services provided upon Client request, including additional Fees for any additional time spent in discharging the Services as a result of any inaccuracies, omissions or delays in any information or access provided by the Client.

3.3        The Client agrees to reimburse the Consultant for any out-of-pocket expenses incurred in performance of the Services, provided such expenses are reasonable and properly incurred and evidenced.

3.4        The Client agrees to pay in full and cleared funds, to a bank account nominated by the Consultant, all invoices by the due date indicated on the invoice.

3.5        If the Client does not pay any invoice by the date payment is due, without prejudice to any other rights and remedies the Consultant may have, the Consultant may:
a.        Charge interest on the sum outstanding at a rate of 8% plus the Bank of England base rate. Interest will accrue daily and be compounded quarterly until payment is made;
b.        Cancel the Agreement or suspend provision of the Services under this or any other Agreement until full payment including any interest is received, without any liability on the Consultant’s part;
c.        Adjust any agreed timeline or project milestones by the same period as the delay to payment;
d.        Require payment in advance for the delivery of future Services or Deliverables.

4.          Confidentiality and Data Protection

4.1        Confidentiality

4.1.1     Both Parties agree not to disclose to any third party other than their officers, employees, banks or professional advisors any information arising from the performance or delivery of the Services which is reasonably identified as confidential by the other Party. 

4.1.2     The above obligations will not apply to information that is:
a.      already published or in the public domain (except due to a breach of this Agreement);
b.      lawfully known to either Party prior to the Effective Date;
c.      lawfully obtained from a third party;
d.      required by the Party’s insurers in the event of litigation;
e.      required to be disclosed by the law or any legal or regulatory authority.

4.2        Data Protection

4.2.1     Both Parties will comply with all statutory requirements under the Data Protection Act 2018 and other applicable data protection legislations in relation to the performance of the Services.

4.2.2     The Consultant may occasionally be required to Process Personal Data in connection to performing the Services. In such cases, the Client will be the Data Controller and the Consultant will be the Data Processor. For the purpose of this Agreement, the terms Personal Data, Data Controller, Data Processor, Data Subject, Process and Processing will have the same definition as in the Data Protection Act, 2018.

4.2.3     Without prejudice to clause 4.2.1 the Client confirms and acknowledges that:
a.        It will not transfer any Personal Data to the Consultant without making the Consultant expressly aware of such transfer;
b.        It has all necessary and appropriate consents and notices in place to enable lawful transfer of Personal Data to the Consultant for the duration and purposes of the Agreement.

4.2.4     Without prejudice to clause 4.2.1 the Consultant confirms that:
a.      It has implemented appropriate technical and procedural measures to protect Personal Data in compliance with the Data Protection Act, 2018;
b.      Upon request and at Client’s cost, it will provide the Client with reasonable assistance to respond to any Data Subject exercising their legal rights;
c.      Upon request, expiry or termination of this Agreement, the Consultant will delete or return any to the Client any Personal Data it holds unless required by law to store the data.

5.          Intellectual Property Rights

5.1        Any pre-existing Intellectual Property Rights of either Party will remain vested in that Party. For the purpose of this Agreement, Intellectual Property Rights will mean and include any and all patents, models, copyright, rights to inventions, trademarks, business and domain names, rights or extension of such rights and similar forms of protection in any part of the world.

5.2        Intellectual Property Rights that are created through performance of the Services will belong to the Consultant. Provided that full payment has been made for the Services, the Client will have a royalty free, perpetual license to use those rights only insofar as those rights enable the Client to have the benefit of the Services, limited to use within the Client’s own business.

5.3        The Consultant warrants that the Services will not infringe the Intellectual Property Rights of any other person and will indemnify the client in respect of any losses or liabilities the Client may suffer because of any breach of this Warranty.

5.4        The Consultant will have no liability under clause 5.3 if the alleged infringement arises from the Client using any Deliverables or aspect of the Services for any purpose or in any manner other than those for which the Services were provided.

6.          Term, Suspension and Termination

6.1        This Agreement will remain in force from the Effective Date until ninety (90) days after performance of the Services is complete with full payment (“Term”). Any proposal for renewal of Term must be made by or before this time and agreed in writing by both Parties.

6.2        If the Client is in breach of any of its obligations under this Agreement and such breach remains unremedied for 14 days after notice thereof has been given to the Client, the Consultant reserves the right to suspend the performance of Services until the breach is remedied.

6.3        Neither Party will solicit or attempt to solicit any officer, director, employee, or agent of the other Party, at any at any time during the Term of this Agreement and for up to six (6) months following its expiry or termination.

6.4 Suspension

6.4.1 The Client may at any time by notice require the Consultant to suspend the performance of all or any part of the Services. On notice of suspension of all or any part of the Services, the Consultant shall cease such suspended Services in an orderly manner compatible with a possible instruction to restart. If the suspension of the performance of all or any part of the Services exceeds three months in aggregate, the Consultant may, by giving two weeks' notice, treat the whole or part of the Agreement as having been abandoned and the Consultant's appointment in respect of all or any part of the Services affected shall be terminated.

6.4.2 Upon the occurrence of any circumstance beyond the control of the Consultant that limits or prevents the performance by the Consultant of the Services under this Agreement, the Consultant may, without prejudice to any other remedy, suspend the performance of all or part of the Services under this Agreement. The Consultant may, if the suspension exceeds three months in aggregate, terminate its appointment by a further notice in respect of all or any parts of the Services affected.

6.5 Termination

6.5.1      Either party may terminate this agreement, with or without reason, by providing thirty (30) days advance written notice to the other Party.

6.5.2      On termination or expiry of the Agreement:
a.      the Consultant will return all property, equipment, documentation and other materials provided to it by the Client in connection with the provision of the Services;
b.      All moneys unpaid by the Client pursuant to this Agreement will immediately become due and payable. The Client will pay immediately to the Consultant all outstanding invoices, including any invoice for any Services or Deliverables payable under the Agreement but for which no invoice had been submitted at the point of Termination. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.

6.5.3      Clauses 4.1, 5 and 7 will survive termination or expiry of the Agreement, however arising. Termination or expiry of the Agreement will not affect any other obligations, rights or remedies which have accrued and are due at the time of termination.

7.          Indemnity and Limitation of Liability

7.1        Both Parties agree to defend, indemnify, and hold harmless the other Party against any and all damages, liabilities, costs, expenses, claims, and judgments, including reasonable attorneys' fees and disbursements (collectively, “Claims”) arising out of or relating to, directly or indirectly, from that Party’s failure to perform any of their duties and obligations under this Agreement.

7.2        Nothing in this Agreement will limit or exclude the liability of either Party for death or personal injury caused by the negligence of that Party or their officers, directors, employees, agents, successors and assigns; nor any liability for fraud.

7.3        Subject to clause 7.2, the Consultant will have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue or business, loss of contract, loss of goodwill, loss of data, any failure to make anticipated savings, any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.

7.4        Subject to clause 7.2 the maximum aggregate financial liability of the Consultant (including without limitation any liability for the acts or omissions of their officers, directors, employees, agents, successors and assigns) to the Client will be the total Fees paid by the Client to the Consultant under the Agreement.

7.5        No action or proceedings under or in respect of this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise, may be commenced against the Consultant after the expiry of six (6) years from the date of the expiry or termination of the Agreement.

8.          General

8.1        This Agreement (incorporating any Special Terms set out in a quotation or proposal accepted by the Client) is the sole and entire Agreement between the Parties relating to the subject matter hereof and supersedes all prior understandings, agreements and documentation relating to such subject matter. Both Parties acknowledge that by entering into this Agreement, they do not rely upon and will have no remedies or claims in respect of any statement, representation, assurance or warranty that is not set out in the Agreement itself.

8.2        All notices and other communications required under this Agreement will be in writing and addressed to the other Party’s registered office address and will be deemed as received instantly when delivered electronically through email or fax, or after 5 (five) days of being deposited in the postal system with prepaid postage.

8.3        Nothing in this Agreement will be deemed to constitute any employment, partnership, joint venture, or agency relationship between the Parties and neither Party will be bound by, or become liable for, any representation, commitment, act or omission whatsoever of the other Party, contrary to the provisions hereof.

8.4        The failure of either Party hereto to enforce any right under this Agreement will not be construed to be a waiver of that right, or of damages caused thereby, or of any other rights under this Agreement.

8.5        If any provision of this Agreement is, or becomes to any extent, invalid or unenforceable under any applicable law, then the remainder of this Agreement will continue in full force and effect.

8.6        This Agreement will be governed by and construed in accordance with the laws of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of Courts in Durham in respect of any claim, dispute or difference arising out of or in connection with this Agreement, provided all good faith attempts at amicable dispute resolution has been exhausted by them first.