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Consultancy Terms and Conditions

Vertical Plus standard terms for mentoring support services

Manner and timing of provision of the Services
1. We will provide our Services to you with reasonable care and skill. However, while we will endeavour to tailor our support and advice to your particular business and its needs, the effects of this support will be affected by a great number of factors some of which are unpredictable including for example your implementation of the advice, the nature and quality of your own goods and services, the skill and efficiency of your personnel, the actions of your competitors, and the local and national and global market and economies. It will be for you to take our advice and support and maximise the benefits for your business and we can give no guarantee or other commitment that your receipt of our Services will have any, or any specific, impact on your business.
2. As an independent contractor we will determine, as we consider appropriate, the specific manner in which those Services are to be provide from time to time using such personnel (which may include agents and subcontractors) as we deem fit.
3. We will provide the Services to you at reasonable times throughout the Term but the specific dates times and locations for the provision of the Services are not fixed and will be agreed with you from time to time during the Term.
4. Our provision of the Services to you is not on an exclusive basis and we may provide the same or similar services to other businesses which may or may not compete with your business and we may be engaged, employed or concerned in any other business, trade, profession or other activity.
5. Our provision of Services to you is as an independent contractor and not as your partner or agent and neither you or us will have any authority (and will not hold itself out as having authority) to bind the other unless specifically permitted in writing in advance.
Your general obligations
1. You will, promptly on request, provide to us such reasonable cooperation and such information and access to your personnel as we may reasonably require to enable the proper provision of the Services to you.
2. If at any time any of our personnel or those of our agents and subcontractors are to attend any premises occupied by you, you will ensure that such personnel are provided with a safe environment and are fully informed of all applicable health and safety measures and requirements.
3. You must not engage in any activity, practice or conduct which would constitute either an offence under the Bribery Act 2010 or a UK tax evasion facilitation offence or foreign tax evasion facilitation offence under the Criminal Finances Act 2017.
4. You agree that, for a period of 18 months following the termination of the engagement to which these terms and conditions relate, you will not (either directly or indirectly) solicit, entice, or induce (or attempt to do so) any officer, employee, agent or contractor to leave their employment or terminate their engagement with us.
Confidential information and Client property
1. Subject to our reporting and publication obligations to the funders, we will not use or disclose to any person either during or at any time after our provision of the Services any confidential information about your business or affairs or any of your business contacts, or about any other confidential matters which may come to our knowledge in the course of providing the Services.
2. You agree that you will not use or disclose to any person either during or at any time after our provision of the Services any confidential information about our business or affairs or any of our business contacts, or about any other confidential matters which may come to your knowledge in the course of your receipt of the Services.
3. For the purposes of this 3, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the party to which that confidential information belongs or relates (the “owner”), or to any of its business contacts.
4. The restrictions in 5.1 and 3.2 do not apply to:
  1. any use or disclosure authorised by the owner or as required by law; or
  2. any information which is already in, or comes into, the public domain otherwise than through the non-owner’s unauthorised disclosure.
  3. Nothing in this clause 5 shall prevent you or us (or any of our officers, employees, workers or agents) from:
  4. reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or
  5. doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; or
  6. whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman, supervisory authority or funder regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or
  7. complying with an order from a court or tribunal to disclose or give evidence; or
  8. making any other disclosure as required by law.
Data protection
1. We will collect and process information relating to you in accordance with the privacy notice which is available for review on our website at https://www.e-channel.org/eu//www.e-channel.org/privacy-policy-2.
2. For the purposes of this clause 4, “Data Protection Legislation” includes the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation including the Data Protection Act 2018 (DPA 2018) relating to data protection and privacy, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and DPA 2018. “Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” have the meanings as set out in the Data Protection Legislation in force at the time.
3. It is envisaged that each party may in the course of providing and receiving the Services collect from the other party (the “Data Discloser”) limited personal data but this may include names of the other party’s members, officers, employees, agents and contractors, their job titles, and their contact details (including phone number, email, and/or address) which may comprise their personal details (referred to collectively as “Shared Personal Data”).
4. The data that we collect from you will be used by us to assist us in providing our Services to you and to enable us to comply with our reporting and publishing obligations to the funders (the “Permitted Recipients”), and the data that you collect from us will be used for the receipt of our Services (the “Agreed Purposes”).
5. Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
6. Effect of non-compliance with UK Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
7. Particular obligations relating to data sharing. Each party shall:
  1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
  2. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
  3. process the Shared Personal Data only for the Agreed Purposes;
  4. not disclose or allow access to the Shared Personal Data to anyone other than the receiving party’s officers, employees, agents and contractors who properly need to know such information in connection with the Agreed Purposes or to the Permitted Recipients, and ensure that all such persons are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
  5. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
  6. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
  7. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
  8. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
8. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each party shall:
  1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
  2. promptly inform the other party about the receipt of any data subject access request;
  3. provide the other party with reasonable assistance in complying with any data subject access request;
  4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
  5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
  6. notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
  7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
  8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
  9. maintain complete and accurate records and information to demonstrate its compliance with this clause and
  10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the UK Data Protection Legislation.
9. Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the UK Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
Intellectual property
1. All documents, manuals, hardware and software provided for your use by us, including any bespoke materials created for you in the course of our provision of the Services, and any data or documents (including copies) produced, maintained or stored on our computer systems or other electronic equipment, remain our property.
2. Subject to your compliance with these terms and conditions and subject to any other express agreement between us relating to any specific materials to be provide to you, we hereby grant you a royalty free licence to use the documents, manuals, hardware and software provided for your use by us for your proper enjoyment of the Services.
Termination
1. You may terminate our provision of the Services at any time on giving to us not less than 4 weeks written notice of termination.
2. We may terminate our provision of the Services at any time on giving to you not less than 4 weeks written notice of termination.
3. We may at any time terminate the agreement for our provision of the Services to you with immediate effect and with no liability to you by giving written notice of termination if:
  1. you are in material breach of any of your obligations under this agreement;
  2. you are in any other breach of any of your obligations under this agreement and fail to remedy the breach to our reasonable satisfaction within 7 days of us giving you written notice to do so; or
  3. we receive notice of termination of our agreement with the funders; or
  4. other than as a result of breach or neglect, it becomes impossible for us to provide the Services to you.
4. Any delay by us in exercising our rights to terminate shall not constitute a waiver of those rights.
5. Termination of the provision of the Services will not affect the accrued rights of either party nor any obligation under these terms and conditions which expressly or impliedly is intended to continue after termination.
Obligations on termination

Any property belonging to us in your possession or under your control, and any original or copy documents obtained by you in the course of our providing the Services, shall be returned to David Gadd (or such other person as he may nominate) at any time on request and in any event on or before the termination of this agreement.

Third party rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than you and us shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case) without the consent of any third party.

Governing law and jurisdiction
1. This agreement 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.
2. The courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims.