STANDARD TERMS & CONDITIONS — ICEBREAKING
V2022-04-01
This Agreement is made on the Service Effective Date between You (“You”, “Your”, “Client“, Purchaser”), and Icebreaker One Limited, 16 Wapping High Street, London E1W 1NG (“Icebreaker”, “Us”, “We”, “Our”, “Supplier”) a private limited by guarantee without share capital company incorporated and registered in England and Wales with company number 12156788.
DEFINITIONS
| Affiliate | means a party, any holding company or subsidiary of that party and any subsidiary of such holding company (all such references to holding companies and subsidiaries shall be construed in accordance with section 1159 of the Companies Act 2006) and shall include any joint venture company in which a party or any other group company of that party as set out above owns no less than fifty (50) per cent of the share capital eligible to vote or has the right to appoint or remove no less than half of the board of directors. |
| Best Industry Practice | means in relation to any undertaking or any circumstances, the exercise of the skill, care, diligence, prudence, foresight and judgement which would be expected from a suitably skilled, trained and experienced person operating to the standard that would be expected of a leading provider of goods, works or services similar to the Services, under the same or similar circumstances. |
| Client | means the contracting Client and any of its relevant Affiliates that are involved in the rendering of the services. |
| Client Data | means the data inputted by the Client, its authorised users, or the Supplier on its behalf, in connection with or for the purpose of rendering the Services, or facilitating the Client’s use of the Services. Client Data is Confidential Information unless otherwise noted. |
| Client Systems | means the technologies, software and computing equipment forming part of the Client’s information technology systems as defined by the Client for the performance of the Services. The Client definition shall include definitions of access, consent and security related to Client systems. |
| Events | includes but is not limited to roundtables, workshops, meetups, conferences and related gatherings whether in-person or online. |
| In Writing | includes but is not limited to email and related electronic documents (for example, Google Documents). |
| Materials | means materially relevant data, text, information, documents, records, content, media, communications in physical or digital form related to the Services. |
| Parties | means both the Client and the Supplier. |
| Privacy Notice | is Our approach to personal data management as defined athttps://icebreakerone.org/privacy |
| Security Standard | means the security standards identified herein. |
| Service Team | means any person employed or engaged by the Supplier and/or any of the Supplier’s Subcontractors and concerned with delivery of the Services or any part thereof. |
| Services | may include but are not limited to the development of research, communication, training, Events and/or the production of Materials. |
| Supplier Systems | means the technologies, software and computing equipment forming part of the Supplier’s information technology systems as defined by the Supplier. |
| Third Party | means any person who is not a party to this Agreement. |
- SERVICES
1.1 The Services provided to You by Us shall be mutually agreed In Writing.
1.2. This Agreement shall commence on the Effective Date.
1.3. If for any reason We are delayed in performing any of the Services or any date for completion is changed, We will notify You. Both parties will discuss and mutually and reasonably agree to any adjustment of time and fees.
1.4. We shall devote such work to You as is necessary to carry out the Services. If You require additional services or any change to the agreed Services, We reserve the right to negotiate and adjust fees. Any such adjustment shall be on a mutually agreed basis and We will provide an estimate of any adjustment to You upon request, and prior to any adjustment being agreed.
- STANDARD OF CARE
2.1. Both Parties will exercise reasonable skill, care and diligence in the performance of the Services in accordance with Best Industry Practices.
2.2. We shall ensure that Our Service Team satisfies appropriate Best Industry Practice for delivery of the Services. For the avoidance of doubt this includes appropriate management of access to confidential Materials.
2.3. We shall ensure that Our employees, contractors and Service Teams are formally contracted and such contracts are documented. Such contracts shall carry-through appropriate contractual terms as relevant to these Service Terms.
2.4. Where You allow Us to have access to Your computing systems, We will access them only for the purposes expressly authorised by You In Writing (including by e-mail) and will ensure that such access can only be used by Our authorised personnel.
2.5. We will ensure suitable precautions to prevent and protect against information security risks, contact or injury risks.
2.6. We will use reasonable commercial endeavours to adhere to work agreed with You for the provision of the Services. No time periods are guaranteed and We will not be responsible for any delay which is due to reasons attributable to You or otherwise beyond Our control.
2.7. While providing the Services, each party shall procure that they must not do or omit to do anything which may, in the opinion of the other party, bring them into disrepute or damage their reputation, goodwill or business interests, or compromise their information security.
2.8. We shall promptly report In Writing to You any material act or omission of itself, Our Service Team or any other third party, or any material issue or potential material issue of which the We become aware which has or may have an adverse effect on the provision of the Services or on the availability, confidentiality or integrity of Your information or information technology systems. In the event of such a report We shall and shall procure that any We shall cooperate fully with You to resolve any such adverse effects.
2.9. We shall nominate an information security representative who will be responsible for all aspects of information security relating to the Services.
2.10. We shall not transmit or send any of Your Materials in any format to any Third Party without the prior written consent of You.
2.11. Where relevant, We shall work with Your information security team to perform a risk assessment of any Materials and take appropriate measures as required by Your team. Such assessment and any resulting measures shall be agreed and recorded In Writing (including by e-mail). You shall not share any Materials or Client Data with Us without such assessment and agreement.
- FEES AND EXPENSES
3.1. The fees payable for the Services will be as agreed In Writing between You and Us. Unless otherwise specified, fees will be payable by monthly instalments against Our invoices and unless otherwise agreed payment must be made within 30 days of the invoice date.
3.2. Expenses which are agreed by You In Writing in advance will be recoverable in addition to fees and the appropriate amounts added to Our invoices. Expenses include but are not limited to: travel, venues, accommodation, third-party licensing (e.g. images, software) and third-party services (e.g. hosting, printing)
3.3. We may be entitled to charge interest on overdue accounts from the due date until payment is received by Us, at a rate of 3% per year above the Bank of England’s base rate from time to time, but at 3% per year for any period when that base rate is below 0%.
3.4. Fees are exclusive of VAT.
- DECISIONS AND APPROVAL
4.1. We will ensure that You are provided with information in a timely and commercially reasonable manner.
4.2. We will provide decisions and approvals in a timely manner and provide any additional assistance or information which You may reasonably request within the scope of the Services.
- INTELLECTUAL PROPERTY
5.1. Unless otherwise noted In Writing, copyright in all and any outputs including, but not limited to, drawings, reports, documents, software, data and prepared by Us will remain the property of Us. Subject to You paying all fees and expenses which are due, You will have a perpetual licence to copy and use those documents and data for any purpose. Where possible and commercially appropriate, We will licence outputs under an open licence (for example Creative Commons Attributions, CC-BY).
- 6. PERSONNEL
6.1. We may designate an individual to act as the principal representative of Us in dealings with You concerning the Services. We reserve the right to change that individual but will not do so without good reason and will inform You of any such change.
6.2. We will provide You with details of the professional qualifications and experience of staff engaged on the Services upon request.
6.3. Both parties agree that during the term of the Appointment and for an additional period of three months after termination, neither party shall directly or indirectly canvas with a view to offering or providing employment to, offer contract with, or entice to leave any employee of, or contractor to the other party.
6.4. Prior to any Service Team providing the Services We shall, to the extent lawful, ensure that each such Service Team has satisfied any checks/requirements which may be appropriate according to Best Industry Practice.
6.5. Where the Services will involve use of or access to Confidential Information and/or Personal Data, by any Service Team, We will ensure vetting and verification checks are conducted in respect of such Service Team and shall provide to You in writing (including by e-mail) that such vetting and verification checks have taken place. Where You reasonably requests additional details of the same, We shall use all reasonable endeavours to comply with such request, including where applicable seeking the consent of the relevant Service Team to the provision of such information to You (where such consent is required under Relevant Law). We shall retain responsibility for verifying that Service Team are appropriately checked.
6.6. Without Prejudice to clause 6.4 or 6.5; We shall ensure and demonstrate that appropriate controls are in place in compliance with Your current security standards, policies and requirements notified to Us in writing (including by e-mail) from time to time for Service Team and including robust controls for:
- Screening and vetting of Service(s) Team; and
- Formal and documented terms and conditions of employment.
Service Team in sensitive or critical roles as determined by You may be subject to enhanced personnel screening/formal vetting, confidentiality and non-disclosure regimes at the request of You.
- LIABILITY & INSURANCE
7.1. We will make commercially reasonable endeavours to remedy any defect in Services for which We are responsible and which is notified by You at any time up to 30 days following completion of the Services in question.
7.2. We maintain professional indemnity insurance to the sum of £5 million (£5,000,000) and will use our reasonable endeavours to maintain such insurance for so long as it has any liability under the Appointment. We will have no liability to You whether in contract or in tort except to the extent that such liability is covered by its professional indemnity insurance and We shall, in any event, have no liability to You for any indirect or consequential loss suffered by You including, but not limited to, loss of profits. The maximum liability of You to Us arising out of or in consequence of this Agreement (whether for breach of contract, in tort, for breach of statutory duty or otherwise) shall in all circumstances be limited in aggregate to 100% of the sums paid by You under this Agreement.
7.3. Nothing in this Agreement shall operate to exclude or limit either party’s liability for:
7.3.1. death or personal injury caused by its negligence; or
7.3.2. any breach of the terms implied by section 2 of the UK Supply of Goods and Services Act 1982 or;
7.3.3. fraud; or
7.3.4. any other liability which cannot be excluded or limited under applicable law.
- TERMINATION & CANCELLATION
8.1. Either party may terminate this Agreement at any time by giving notice to the other if the other: commits a material breach of any of the terms agreed herein and does not remedy them within 14 days of such notice; ceases to trade; is guilty of gross misconduct; materially misrepresents the other.
8.2. Failure to pay fees and expenses on the due date will constitute a material breach.
8.3. This Agreement shall continue unless terminated by either party on not less than 30 days written notice.
8.4. Unless otherwise agreed, upon termination You will pay Us all fees and expenses incurred and due as defined in the Services definition.
8.5. Termination will not prejudice the accrued rights and liabilities of the parties.
8.6. Cancellation of work shall be subject to charge assessed on a case by case basis. For example, booked and diarised consulting days cancelled with less than twenty working days notice shall be charged at 100% of the agreed fee.
8.7. Neither party will assign or subcontract its obligations without the reasonable consent of the other and such consent shall not be unreasonably withheld. We will not be relieved of any of Our liabilities to You in the event of any subcontracting.
- LAW & JURISDICTION
9.1. The agreement between the parties is governed by English law.
9.2. As a condition precedent to any dispute or difference being decided by the Courts, You and Us agree to attempt amicable settlement by embarking upon an Alternative Dispute Resolution (ADR) procedure as recommended by the Centre for Dispute Resolution London.