CHARLOTTE PATRICK CONSULT LIMITED

TERMS & CONDITIONS GOVERNING THE CREATION OF REPORTS IN RELATION TO ANALYTICS, ARTIFICIAL INTELLIGENCE AND AUTOMATION

1. Interpretation

1.1. The following definitions and rules of interpretation apply in these Conditions.

1.2. Definitions:

Charges
the charges payable by You for the supply of the Services in accordance with clause 5.

Commencement Date
has the meaning given in clause 2.1.

Conditions
these terms and conditions as amended from time to time in accordance with clause 11.5.

Contract
the contract between CPCL and You for the supply of Services in accordance with these Conditions.

Control
shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Your Default
has the meaning set out in clause 4.2.

Data Controller
has the meaning set out in section 1(1) of the Data Protection Act 2018.

Data Subject
an individual who is the subject of Personal Data.

Intellectual Property Rights
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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.

Personal Data
has the meaning set out in the Data Protection Act 2018 and relates only to personal data, or any part of such personal data, in respect of which You is the Data Controller and in relation to which CPCL is providing Services under the Contract.

Processing and process
have the meaning set out in the Data Protection Act 2018.

Services
the creation by CPCL of no less than 10 written reports or research articles created in any year from the Commencement Date dealing with the Analytics, Artificial Intelligence and Automation (A3) sectors, made available to you via (i) a restricted part of the website www.charlottepatrick.uk and (ii) up to 10 hours of time in any year to be spent by Charlotte Patrick as mutually agreed between the parties which shall include, but not be limited to, matters such as remote telephone or video conferences/discussions and the creation of written materials for you.

Supplier
Charlotte Patrick Consulting Limited registered in England and Wales with company number 12183199.

You
the person or firm who purchases Services from CPCL.

1.3. Interpretation:

1.4. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.5. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6. A reference to writing or written includes fax and email.

2. THE CONTRACT

2.1. The Contract shall only be concluded when there is a clear written acceptance by You requesting the provision of the Services from CPCL and on this date the Contract shall come into existence (Commencement Date).

2.2. These Conditions apply to the Contract to the exclusion of any other terms that either party seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.3. Any other work or materials created by CPCL will operate outside the scope of this Contract and shall be the subject of a separate consultancy agreement between the parties.

3. SUPPLY OF SERVICES

3.1. CPCL shall supply the Services to You in accordance with these Conditions.

3.2. CPCL warrants to You that the Services will be provided using reasonable care and skill. Apart from this warranty, the Services are provided by CPCL without any additional representations or warranties of any kind, whether express or implied.

3.3. Within 7 days after receiving payment of the Charges in full from You, CPCL shall supply You with 2 sets of usernames and passwords for use by 2 of your personnel. Your personnel to receive the username and password shall be notified in advance to CPCL and users shall not be entitled to disclose the details of any username or password to any other party, whether inside or outside the organisation.

3.4. Whilst CPCL will take all reasonable skill and care to ensure that the Services will be accurate, CPCL disclaims all warranties as to the accuracy, completeness or adequacy of such information. You shall assume the sole responsibility for any use you make of the Services and You must not rely upon the Services in relation to any specific business decision taken. You agree that you should only take a business decision based on your own enquiries and/or separate professional advice. You agree that nothing contained in the Services shall be deemed to be professional advice from CPCL to You.

4. Customer’s obligations

4.1. You shall:

4.1.1. ensure that the Charges are paid to CPCL in full in accordance with clause 5;

4.1.2. co-operate with CPCL in all matters relating to the Services;

4.1.3. ensure that any user name and/or password provided to an individual user by CPCL is kept secure and confidential and not disclosed by You to any third party, either within or outside the organisation.

4.2 If CPCL’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Customer Default):

4.2.1. without limiting or affecting any other right or remedy available to it, CPCL shall have the right to suspend performance of the Services until You remedies You Default, and to rely on You Default to relieve it from the performance of any of its obligations in each case to the extent You Default prevents or delays CPCL’s performance of any of its obligations;

4.2.2. CPCL shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from CPCL’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3. You shall reimburse CPCL on written demand for any costs or losses sustained or incurred by CPCL arising directly or indirectly from Your Default.

5. Charges and payment

5.1. The Charges for the Services shall be as agreed by the Parties for the 12 month period starting on the Commencement Date.

5.2. CPCL reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.

5.3. CPCL shall invoice You on or shortly after the Commencement Date.

5.4. You shall pay the invoice submitted by CPCL within 7 days in full and in cleared funds to a bank account nominated in writing by CPCL, and time for payment shall be of the essence of the Contract.

5.5. All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by CPCL to You, You shall, on receipt of a valid VAT invoice from CPCL, pay to CPCL such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.6. If You fails to make a payment due to CPCL under the Contract by the due date, then, without limiting CPCL’s remedies under clause 9, You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1. This website is the property of CPCL and is protected by copyright and related laws. CPCL grants the use of the right to access and use the website so long as such use is for general information purposes. Use and access to this website is subject to these terms and conditions. CPCL reserves the right to change, update or discontinue any aspect of this website or content available on it at any time without notice.

6.2. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by CPCL.

6.3. CPCL grants to You, or shall procure the direct grant to You of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Services in accordance with these Conditions.

6.4. Subject to complying with these Conditions and obtaining prior written consent from CPCL, you shall be entitled to use limited excerpts from the Services in social media, press releases or PowerPoint presentations, provided that:

6.4.1. You do not use any excerpts from the Services to review comments made by CPCL about any other party;

6.4.2. You may not use any excerpts to criticise a competitor;

6.4.3. any excerpts used must be less than 12 months old;

6.4.4. excerpts must link back to the full review to show the full context in which the excerpt appears;

6.4.5. in traditional print media, the excerpt must be accompanied by a URL or QR code linked to the individual review/research; and

6.4.6. in digital media the excerpts must be accompanied by a link to the individual review.

6.5. Unless expressly permitted by these Conditions, You may not make any use of the Services and You may not share or distribute the Services to any third party or use any of the Services for a commercial purpose. All use of Services must be for your own internal use only.

7. Data protection and data processing

7.1. Each party warrants to the other that it will process the Personal Data in compliance with all applicable UK and EU laws, enactments, regulations, orders, standards and other similar instruments.

7.2. CPCL warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:

7.2.1.1. take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

7.2.1.2. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

7.2.1.3. the nature of the data to be protected; and

7.2.2. take reasonable steps to ensure compliance with those measures.

7.3. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 7.

7.4. You acknowledge that CPCL is reliant on You for direction as to the extent to which CPCL is entitled to use and process the Personal Data. Consequently, CPCL will not be liable for any claim brought by a Data Subject arising from any action or omission by CPCL, to the extent that such action or omission resulted directly from Your instructions.

7.5. CPCL may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:

7.5.1. is on terms which are substantially the same as those set out in the Contract; and

7.5.2. terminates automatically on termination of the Contract for any reason.

Limitation of liability

8.1. Nothing in the Contract shall limit or exclude CPCL’s liability for:

8.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

8.1.2. fraud or fraudulent misrepresentation; or

8.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

8.2. Subject to clause 8.1, CPCL shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

8.2.1. loss of profits;

8.2.2. loss of sales or business;

8.2.3. loss of agreements or contracts;

8.2.4. loss of anticipated savings;

8.2.5. loss of use or corruption of software, data or information;

8.2.6. loss of or damage to goodwill; or

8.2.7. any indirect or consequential loss.

8.3. Subject to clause 8.1, CPCL’s total liability to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges payable under the Contract.

8.4. This clause 8 shall survive termination of the Contract.

9. Termination

9.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

9.1.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;

9.1.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

9.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

9.1.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2. Without affecting any other right or remedy available to it, CPCL may suspend the supply of Services under the Contract or any other contract between You and CPCL if You fails to pay any amount due under the Contract on the due date for payment, You becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or CPCL reasonably believes that You is about to become subject to any of them.

9.3. Without affecting any other right or remedy available to it, CPCL reserves the right to take appropriate steps to address any breaches of these Conditions, in the event of a breach by You, and can require You to:

9.3.1. issue an organisation-wide email as reminder of your contractual obligations to comply with these Conditions; and/or

9.3.1. issue a “correction email” to all external recipients of a non-compliant communication.

10. Consequences of termination

10.1. On termination of the Contract You shall immediately pay to CPCL all of CPCL’s outstanding unpaid Charges and interest, in respect of Services supplied.

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

10.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. General

11.1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2. Assignment and other dealings. You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of CPCL.

11.3. Confidentiality.

11.3.1. Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3.2.

11.3.2. Each party may disclose the other party’s confidential information:

11.3.2.1. to its employees, officers, representatives, subcontractors 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and

11.3.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

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

11.4. Entire agreement.

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

11.4.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.4.3. Nothing in this clause shall limit or exclude any liability for fraud.

11.5. Variation. CPCL reserves the right to change these Conditions at any time, without notice by publication of the revised Conditions on its website www.charlotte.patrick.uk.

11.6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.8. Notices

11.8.1. Any notice or other communication 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 fax to its main fax number or sent by email to an address agreed by the parties.

11.8.2. Any notice or other communication 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 at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

11.8.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

11.9. Third party rights.

11.9.1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.9.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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

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