TERMS
In providing our services we have relied (and will rely) upon various documents provided by the client as well as representations made to us by Management. We do not accept responsibility for such information which remains the responsibility of Management.
This engagement is not an assurance engagement conducted in accordance with any generally accepted assurance standards and consequently no assurance opinion is expressed. We have not provided any legal advice as it relates to this engagement. We will not perform any management functions nor make any judgements or decisions for you. While we may in the course of our report provide advice to you on matters relevant to a decision by you, responsibility for all your decisions, for any results arising from your decisions, and for management of any consequences shall rest solely with you.
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Terms & Conditions of Business
These Conditions may only be varied with the written agreement of both parties
1. Definitions
In these conditions:
a) ‘Consultant’ means Adapt Consulting Company RC 121355
b) ‘Client Relationship Manager’ means Tim Rogers
c) ‘Client’ means the organisation the Consultant is providing Services to;
d) ‘Confidential Information’ means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the Client business, or its clients, for the time being confidential to the Client and including (but not limited to) information that Adapt Consulting
e) or the Consultant creates, develops, receives or obtains in connection with the Project, whether or not such information is marked confidential;
f) ‘Contract’ means the contract between the Client and Adapt Consulting
g) consisting of the Proposal, these terms and conditions and any other documents (or parts thereof) specified in the Proposal (if any);
h) ‘Data Protection Legislation’ means (unless and until the GDPR is no longer directly applicable in Jersey) the General Data Protection Regulation ((EU) 2016/679 and any implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the island of Jersey and then (ii) any successor legislation to the GDPR or the Data Protection (Jersey) Law 2018;
i) ‘Intellectual Property’ includes but is not limited to patents, trademarks, service marks, design rights, inventions, improvements to procedures and confidential information arising or existing anywhere in the world. Intellectual
j) ‘Project’ means the overall objective to be delivered by the ‘Services’;
k) ‘Project Initiation Document’ means the document specifying the objectives, scope and deliverables of the Project;
l) ‘Proposal’ means the document setting out the Consultant’s proposals to carry out the Project; and
m) ‘Services’ means the services to be provided as specified in the Proposal;
n) ’Substitute’ means a substitute for the Consultant appointed under the terms of clause 3.2.
2 The Project / Engagement
2.1 The Consultant shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.
2.2 The Consultant shall provide the Client with such reports of his work on the Project at such intervals and in such form as the client may from time to time require.
2.3 Any changes to the Project scope shall be agreed in writing but the Consultant reserves the right to alter the Contract fee or the completion date by reason of such modification.
3 Consultant’s personnel
3.1 The Project will be undertaken by the named personnel detailed in the proposal. All work will be overseen by [Client Relationship Manager]
3.2 With the prior agreement of the Client the Consultant reserves the right to assign specific tasks to other suitably qualified and skilled named key personnel to perform the Services instead of the Consultant, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to the safeguarding of Confidential Information. If the Client accepts the Substitute, Adapt Consulting shall continue to invoice the Client in accordance with Clause 4 and accepts that it shall be responsible for the remuneration of the Substitute.
3.3 The Consultant shall not without the prior written approval of the Client make any changes in the key personnel referred to in this paragraph.
4 Fees and expenses
4.1 The Client shall pay to Adapt Consulting fees at the rate specified in the Proposal and Statement of Work. All quoted rates exclude Jersey GST.
4.2 The Consultant shall be entitled to be reimbursed by the Client the amount of all expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
4.3 Unless otherwise stated in the Contract, payment will be made within 14 days of receipt and agreement of invoices, submitted monthly in arrears, for work completed to the satisfaction of the Client.
5 Audit
5.1 The Consultant shall keep and maintain until two years after the Contract has been completed records to the satisfaction of the Client of all expenditures which are reimbursable by the Client and of the hours worked and costs incurred by the Consultant or in connection with any employees of the Consultant paid for by the Client on a time charge basis. The Consultant shall on request afford the Client or his representatives such access to those records as may be required by the Client in connection with the Contract.
6 Copyright
6.1 Copyright in all reports and other documents and materials arising out of the performance by the Consultant or Substitute of their duties under this Contract are to be assigned to and shall vest in the Client absolutely and Adapt Consulting shall execute all such documents and do all things which may be necessary to ensure the proper vesting or such Intellectual Property rights as the Client may in its absolute discretion shall direct.
6.2 The provisions of this Condition shall apply during the continuance of this Contract and after its termination howsoever arising.
7 Indemnities and insurance
7.1 The information and advice supplied by the Consultant shall be personal to the Client and is based upon assumptions derived from facts supplied by the Client. The Consultant cannot therefore accept responsibility for any loss, loss of profits, or damage, caused by negligence or otherwise, pursuant to the implementation of such information where such advice or recommendation by the Client is based on inaccurate information.
7.2 Adapt Consulting shall have liability for and shall indemnify the Client and any Client group company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by Adapt Consulting, the Consultant or by any Substitute engaged by it, of the terms of this Contract including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain full and comprehensive insurance policies in respect of the provision of the Services.
7.3 The Consultant shall put into effect with a reputable insurance company a policy or policies of insurance covering Professional Indemnity in the sum of £1,000,000 and Public Liability in the sum of £1,000,000.
7.4 If requested, a certificate evidencing the existence of such policies shall be provided by Adapt Consulting to the Client.
8 Confidentiality
8.1 Both Adapt Consulting and the Consultant (and any Substitutes as the case may be) shall keep secret and not disclose to any third party any Confidential Information obtained by them by reason of this Contract except information which is the public domain otherwise than by reason of a breach of this provision and likewise Adapt Consulting shall procure that its employees keep secret and do not disclose the Confidential Information obtained by them by virtue of their employment with Adapt Consulting
.
8.2 The provisions of this Condition 8 shall apply during the continuance of this Contract and after its termination howsoever arising.
9 Termination
9.1 This contract may be terminated by either party giving to the other party at least 30 days notice in writing.
9.2 In the event of any breach of this Contract by either party, the other party may serve a notice on the party in breach requiring the breach to be remedied within a period specified in the notice which shall be reasonable in all the circumstances. If the breach has not been remedied by the expiry of the specified period, the party not in breach may terminate this Contract with immediate effect by notice in writing.
9.3 In the event of a material breach of this Contract by either party, the other party may terminate this Contract with immediate effect by notice in writing.
9.4 The rights of the Client under this clause 9 are without prejudice to any other rights that it might have at law to terminate the Project or to accept any breach of this agreement on the part Adapt Consulting or the Consultant as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.
10 Assignment and sub-contracting
10.1 Adapt Consulting and the Consultant agree that they may not assign or sub-contract any portion of the Contract without the prior written consent of the Client. Sub-contracting any part of the Contract shall not relieve Adapt Consulting of any obligation or duty attributable to it under the Contract or these terms and conditions.
11 Restrictive Covenants
11.1 Adapt Consulting hereby agrees that from the date of termination of the Contract (howsoever terminated) for a period of six months from the date of termination that it shall not (save with the prior written consent of the Client), whether directly or indirectly by them by their employees servants or agents or otherwise solicit, canvass, do business with, or entice away or discourage (or endeavour to), from being employed by the Client any person who was at the date of termination of Contract employed by the Client nor knowingly employ or attempt to employ or aid or assist in or procure the employment by any person, firm, partnership or company of any such person.
11.2 The Client hereby agrees that from the date of termination of the Contract (howsoever terminated) for a period of six months from the date of termination that it shall not (save with the prior written consent of Adapt Consulting), whether directly or indirectly by them by their employees servants or agents or otherwise solicit, canvass, do business with, or entice away or discourage (or endeavour to), from being employed by Adapt Consulting any person who was at the date of termination of Contract employed by Adapt Consulting nor knowingly employ or attempt to employ or aid or assist in or procure the employment by any person, firm, partnership or company of any such person.
12 Notices
12.1 Any notices to be given under this Contract shall be delivered personally or sent by post or by facsimile/email transmission to either party to the Contract at the addresses set out in the Contract. Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting or, if sent by facsimile or email transmission, 12 hours after proper transmission.
13. Data Protection
For the purposes of this engagement the Client may choose to provide the Consultant with a laptop, phone, secure-folder, cloud-drive or other combination of tools to ensure that Client data stays under the control of the Client with access controlled by the relevant people, policy, procedures and technology.
This is recommended as a robust approach to commercial confidentiality and data-protection.
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13.1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Adapt Consulting is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
13.3 Without prejudice to the generality of clause 13.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Adapt Consulting
for the duration and purposes as specified in the Contract.
13.4 Without prejudice to the generality of clause 13.1, Adapt Consulting shall, in relation to any Personal Data processed in connection with the performance by Adapt Consulting of its obligations under this agreement:
a) process that Personal Data only on the written instructions of the Client;
b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(i) the Client or Adapt Consulting
(ii) has provided appropriate safeguards in relation to the transfer;
(iii) the data subject has enforceable rights and effective legal remedies;
(iv) Adapt Consulting
(v) complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
(vi) Adapt Consulting
(vii) complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data
e) assist the Client, at the Client’s cost, in responding to any request from a Data Subject (as defined in the Data Protection Legislation) and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f) notify the Client without undue delay on becoming aware of a Personal Data breach;
g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract (howsoever terminated) unless required by law to store the Personal Data; and
h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.
14 Status of contract
14.1 Nothing in the Contract shall have the effect of making the Consultant an employee or the servant of the Client.
15 Law and jurisdiction
15.1 This Contract shall be governed by and interpreted in accordance with Jersey Law and the parties submit to the exclusive jurisdiction of the courts of the island of Jersey.