Terms & Conditions

1. Definitions

In these Terms and Conditions, the following definitions shall apply:

"Client" means the person, firm, or company who purchases Services from the Consultant.
"Consultant" means Evolution Process Management Ltd, a company registered in England and Wales with company number 16446532 and having its registered office at Glaymore, Moorfield, Haslemere, West Sussex GU27 3SH.
"Contract" means the agreement between the Client and the Consultant for the provision of Services, incorporating these Terms and Conditions and the Proposal.
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Proposal" means the Consultant's written quotation, proposal, or similar document describing the Services to be provided, the Fees, and any specific terms agreed between the parties.
"Services" means the consultancy services to be provided by the Consultant to the Client as described in the Proposal.
"Fees" means the charges payable by the Client to the Consultant for the provision of the Services, as set out in the Proposal.

2. Formation of Contract

2.1 The Proposal constitutes an invitation to treat. The Client's acceptance of the Proposal, whether written or verbal, shall constitute an offer to purchase the Services on these Terms and Conditions.

2.2 The Contract shall come into existence when the Consultant issues a written acceptance of the Client's offer or commences the provision of the Services, whichever is the earlier.

2.3 These Terms and Conditions shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Client's purchase order, confirmation of order, or other document, or implied by law, trade custom, practice, or course of dealing.

3. Scope of Services

3.1 The Consultant shall provide the Services to the Client as described in the Proposal with reasonable skill and care.

3.2 The Consultant shall use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.3 The Consultant reserves the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Consultant shall notify the Client in any such event.

3.4 The Client acknowledges that the Consultant's advice and recommendations are based on the information provided by the Client and the Consultant shall not be liable for any inaccuracies or omissions in such information.

4. Client's Obligations

4.1 The Client shall:

provide the Consultant with all necessary information, access, and facilities as reasonably required for the provision of the Services in a timely manner.
ensure that all information provided to the Consultant is accurate and complete.
be responsible for obtaining all necessary consents, licenses, and approvals required for the provision of the Services.
promptly review and provide feedback on any deliverables provided by the Consultant.
appoint a representative who shall have the authority to act on the Client's behalf in all matters relating to the Services.

4.2 The Client shall be liable for any additional costs or delays incurred by the Consultant as a result of the Client's failure to comply with its obligations under this Clause 4.

5. Fees and Payment

5.1 The Fees for the Services shall be as set out in the Proposal. Unless otherwise specified, the Fees are exclusive of VAT and any other applicable taxes or duties, which shall be payable by the Client in addition to the Fees.

5.2 The Consultant shall be entitled to invoice the Client in accordance with the payment schedule set out in the Proposal or, if no such schedule is specified, monthly in arrears for Services provided during that month.

5.3 The Client shall pay each invoice submitted by the Consultant within 30 days of the date of the invoice in cleared funds to the bank account nominated by the Consultant.

5.4 If the Client fails to make any payment due to the Consultant by the due date, the Consultant shall have the right to charge interest on the overdue amount at the rate of 5% per annum above the base rate of the Bank of England from time to time, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment.

5.5 The Consultant reserves the right to suspend the provision of the Services if any invoice remains unpaid beyond the due date, provided that the Consultant has given the Client 7 days' written notice of such suspension.

5.6 The Consultant reserves the right to increase the Fees in the event of any material change to the scope of the Services requested by the Client or due to unforeseen circumstances beyond the Consultant's reasonable control. The Consultant shall notify the Client of any such increase in writing.

6. Intellectual Property Rights

6.1 All Intellectual Property Rights in any materials created by the Consultant in the course of providing the Services shall remain the sole and exclusive property of the Consultant, unless otherwise agreed in writing in the Proposal.

6.2 The Consultant grants the Client a non-exclusive, non-transferable license to use the materials created as part of the Services solely for the purpose for which they were provided.

6.3 The Client shall not, without the Consultant's prior written consent, modify, copy, distribute, reproduce, publish, license, create derivative works from, transfer, or sell any materials created as part of the Services.

6.4 Any Intellectual Property Rights in materials provided by the Client to the Consultant shall remain the property of the Client. The Client grants the Consultant a non-exclusive license to use such materials for the purpose of providing the Services.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients, or suppliers of the other party, except as permitted by this Clause 7.

7.2 Each party may disclose the other party's confidential information:

to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party's confidential information comply with this Clause 7.
as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

7.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

8. Liability

8.1 Nothing in these Terms and Conditions shall limit or exclude the Consultant's liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
fraud or fraudulent misrepresentation; or
any other liability which cannot be limited or excluded by applicable law.

8.2 Subject to Clause 8.1, the Consultant's total liability to the Client in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the total Fees paid by the Client to the Consultant under the Contract.

8.3 Subject to Clause 8.1, the Consultant shall not be liable to the Client for any indirect or consequential loss, damage, costs, expenses, or other claims (whether for loss of profit, loss of business, depletion of goodwill, or otherwise) which arise out of or in connection with the Contract.

8.4 The Consultant shall maintain professional indemnity insurance cover to a level that is reasonable having regard to the Services being provided. Details of the Consultant's insurance cover are available upon request.

9. Termination

9.1 Either party may terminate the Contract by giving the other party 30 days' written notice.

9.2 The Consultant may terminate the Contract with immediate effect by giving written notice to the Client if:

the Client fails to pay any amount due under the Contract on the due date and remains in default not less than 7 days after being notified in writing to make such payment;
the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
the Client becomes insolvent, bankrupt, or enters into liquidation (other than for the purposes of a solvent amalgamation or reconstruction), or has a receiver or administrator appointed over its assets.

9.3 On termination of the Contract for any reason:

the Client shall immediately pay to the Consultant all outstanding invoices and any unpaid Fees for Services provided up to the date of termination.
any licenses granted under these Terms and Conditions shall immediately terminate.
each party shall return or destroy (at the other party's option) all confidential information belonging to the other party in its possession or control.

9.4 Termination of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11. Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

12. Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

13. Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. Third Party Rights

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15. Notices

Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to the address specified in the Proposal or as otherwise notified in writing.

Any notice shall be deemed to have been received:

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause, "business hours" means 9.00am to 5.00pm on a Business Day.

16. Data Protection

To the extent that the Consultant processes any personal data on behalf of the Client, the parties agree to comply with their respective obligations under applicable data protection laws. The Consultant shall process personal data only in accordance with the Client's instructions and shall have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

17. Anti-Bribery and Corruption

Each party warrants that it will:

comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
not engage in any activity, practice, or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice, or conduct had occurred in the UK.
have and shall maintain in place throughout the term of the Contract its own policies and procedures to ensure compliance with the Bribery Act 2010 and will enforce them where appropriate.