Background 

Differing Minds CIC (the "Service Provider") provides consulting and training services to business clients to recruit, retain and provide supportive environments to neurodivergent talent. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

 "Agreement" means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;

"Business Day" means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;

"Client" means the party procuring the Services from the Service Provider;

"Commencement Date" means the date on which the Client and the Service Provider agree to work together for the provision of the Services;

"Confidential Information" means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

 

**"Data Protection Legislation"** means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 as amended; and the Data (Use and Access) Act 2025; 

"Fees" means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;

"Force Majeure Event" means any event beyond the reasonable control of the affected Party including but not limited to: pandemic, epidemic, or public health emergency; government action, restriction, order, or recommendation; war, terrorism, or civil unrest; fire, flood, earthquake, or other natural disaster; cyber-attack, internet service provider failure, or power failure; industrial action; or any other event that is beyond the control of the Party in question;

"Intellectual Property Rights" means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights;

"Services" means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; such services may include, but are not limited to, live training (in-person or online), training programmes, speaking engagements, coaching, mentoring, and other client-specific arrangements; and

"Term" means the term of the Agreement as defined therein.

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 "these Terms and Conditions" is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and

1.2.5 a "Party" or the "Parties" refer to the parties to the Agreement.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include the other gender.

1.6 References to persons shall include corporations.

 

2. Provision of the Services and Booking Confirmation

2.1 Booking Process and Contract Formation:

2.1.1 Any booking request or inquiry from the Client constitutes an offer to contract on these Terms and Conditions.

2.1.2 The Service Provider may, in its sole discretion, accept or decline any booking request. No binding contractual obligations arise from booking inquiries, provisional confirmations, or discussions until all conditions in Clause 2.1.3 are satisfied.

2.1.3 A binding contract between the Parties is formed ONLY when ALL of the following conditions have been met:

(a) The Service Provider issues written Booking Confirmation to the Client specifying the Services, dates, location (or delivery method), Fees, and Service Commencement Date;

AND

(b) The Client returns a signed copy of the Agreement (incorporating these Terms and Conditions and the Booking Confirmation details) to the Service Provider;

AND

(c) The Client pays any deposit or advance payment specified in the Booking Confirmation (if applicable).

2.1.4 Until all three conditions in Clause 2.1.3 are satisfied, no binding obligations exist and the Service Provider may cancel or modify any provisional booking without liability to the Client.

2.1.5 Where a deposit or advance payment is required, the Client acknowledges that failure to pay such amount within the timeframe specified in the Booking Confirmation shall constitute withdrawal of the Client's offer, and the Service Provider shall be entitled to offer the booking to other parties.

2.2 Service Delivery:

2.2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client in accordance with the Agreement.

2.2.2 The Service Provider shall provide the Services with reasonable skill and care.

2.2.3 The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.

2.3 Changes to Services:

2.3.1 Any changes to the Services, delivery arrangements, or scope requested by the Client must be agreed in writing by both Parties. Agreed changes may result in adjustments to Fees and timescales, which shall be confirmed in an updated schedule signed by both Parties prior to implementation.

2.4 Rescheduling:

2.4.1 Where dates for the provision of the Services have been agreed in writing between the Parties, the Client may request a change to such dates by providing not less than thirty (30) calendar days' written notice to the Service Provider.

2.4.2 The Service Provider shall use reasonable endeavours to accommodate such requests, subject to availability and the operational requirements of the Service Provider, provided that:

(a) the rearranged Service takes place within six (6) calendar months of the original scheduled date; and

(b) only one (1) rearrangement per booking shall be permitted.

2.4.3 The Service Provider may, at its sole discretion, consider additional requests for rearrangement or accommodation of alternative arrangements on a case-by-case basis, but shall be under no obligation to agree to such requests.

2.4.4 Requests received with less than thirty (30) calendar days' notice, or any failure by the Client to attend or engage with the agreed Service on the specified date(s), may be treated as a cancellation and subject to any applicable cancellation fees or terms specified in the Agreement.

 

3. Intellectual Property Rights

3.1 The Service Provider shall retain the ownership of any and all Intellectual Property Rights that may subsist in anything produced by the Service Provider in the course of providing the Services. Throughout the Term of the Agreement, the Service Provider shall be deemed to automatically grant a royalty-free, non-exclusive licence of any and all such rights to the Client to use the same in accordance with the terms of the Agreement and the Services.

For the avoidance of doubt, any licence granted under this Clause 3 does not extend to recordings of training sessions, which are governed exclusively by Clause 12 (Training Session Recordings).

3.2 In complying with the provisions of sub-Clause 3.1, the Service Provider shall undertake to execute any such agreements and perform any such actions that may be necessary to put such licences into effect. The Client shall exclusively bear any costs associated therewith.

3.3 The Service Provider shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.

 

4. Client's Obligations

4.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider's provision of the Services.

4.2 The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider's provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.

4.3 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.

4.4 Any delay in the provision of the Services resulting from the Client's failure or delay in complying with any of the provisions of Clause 4 of the Agreement shall not be the responsibility or fault of the Service Provider.

 

5. Fees, Payment and Records

5.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.

5.2 The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.

5.3 All payments required to be made pursuant to the Agreement by either Party shall be made within 30 calendar days of receipt by that Party of the relevant invoice unless otherwise agreed in writing between the Service Provider and the Client.

5.4 All payments required to be made pursuant to the Agreement by either Party shall be made in GBP in cleared funds to such bank as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

5.5 Where any payment pursuant to the Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

5.6 Without prejudice to sub-Clause 9.2.1 of the Agreement, if any sums remain unpaid following the expiry of the period set out in sub-Clause 5.3 of the Agreement the Service Provider reserves the right to charge interest at the statutory rate in force from time to time.

 

6. Liability, Indemnity and Insurance

6.1 In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.

6.2 The Service Provider's total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.

6.3 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client's failure to follow any instructions given by the Service Provider.

6.4 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider's liability for death or personal injury.

6.5 Subject to sub-Clause 6.3 of the Agreement the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider's breach of the Agreement.

6.6 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.

6.7 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party's obligations if the delay or failure is due to any cause beyond that Party's reasonable control.

 

7. Confidentiality

7.1 Each party shall undertake that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 5 years after its termination:

Recordings of training sessions shall be treated as Confidential Information, and the Client shall ensure that access is limited strictly in accordance with Clause 12 (Training Session Recordings).

7.1.1 keep confidential all Confidential Information;

7.1.2 not disclose any Confidential Information to any other party;

7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 of the Agreement.

7.2 Either Party may:

7.2.1 disclose any Confidential Information to:

7.2.1.1 any sub-contractor or supplier of that Party;

7.2.1.2 any governmental or other authority or regulatory body; or

7.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

7.3 The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

 

8. Force Majeure

8.1 Force Majeure Relief:

8.1.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations (other than payment obligations) where such failure or delay results from a Force Majeure Event.

8.1.2 For the avoidance of doubt, Force Majeure Events include, but are not limited to: pandemic, epidemic, or public health emergency; government action, regulation, order, or recommendation (whether or not legally binding); power failure; internet service provider failure; industrial action; civil unrest; fire; flood; storms; earthquakes; acts of terrorism; acts of war; governmental action; cyber-attacks; or any other event that is beyond the reasonable control of the Party in question.

8.2 Notification and Mitigation Obligations:

8.2.1 A Party claiming relief under this Clause 8 must:

(a) notify the other Party in writing within five (5) Business Days of becoming aware of the Force Majeure Event;

(b) provide reasonable details of the Force Majeure Event, its expected duration, and the obligations affected;

(c) provide updates every thirty (30) days while the Force Majeure Event continues;

(d) use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of affected obligations as soon as reasonably practicable.

8.3 Consequences of Force Majeure:

8.3.1 During the continuation of a Force Majeure Event:

(a) the affected Party's obligations (except payment obligations) shall be suspended to the extent prevented by the Force Majeure Event;

(b) time for performance shall be extended by a period equal to the duration of the Force Majeure Event;

(c) the affected Party shall not be liable for damages, penalties, or other remedies for non-performance during the Force Majeure Event.

8.3.2 For the avoidance of doubt, Force Majeure Events do NOT excuse or suspend the Client's payment obligations for Services delivered prior to the Force Majeure Event or for costs reasonably incurred by the Service Provider in preparation for Service delivery.

8.4 Termination for Extended Force Majeure:

8.4.1 If a Force Majeure Event prevents, hinders, or delays performance of material obligations for a continuous period exceeding ninety (90) consecutive calendar days, either Party may terminate the Agreement by giving thirty (30) days' written notice to the other Party.

8.4.2 Termination under this Clause 8.4 shall be without prejudice to:

(a) any obligations accrued prior to the Force Majeure Event;

(b) payment for Services delivered prior to termination; and

(c) any provisions of this Agreement expressed to survive termination.

 

9. Term and Termination

9.1 These terms and conditions shall apply for as long as the Service Provider is providing Services to the Client.

9.2 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:

9.2.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 30 calendar days of the due date for payment;

9.2.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 20 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

9.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

9.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

9.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);

9.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

9.2.7 the other Party ceases, or threatens to cease, to carry on business; or

9.2.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 9, "control" and "connected persons" shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

9.3 For the purposes of sub-Clause 9.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

9.4 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

 

10. Effects of Termination

10.1 Upon the termination of the Agreement for any reason:

10.1.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;

10.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;

10.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;

10.1.4 subject as provided in Clause 10 and except in respect of any accrued rights neither Party shall be under any further obligation to the other;

10.1.5 each Party shall (except to the extent referred to in Clause 7) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and

10.1.6 the Intellectual Property Rights licence granted under sub-Clause 3.1 shall terminate and the Client shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to the Service Provider any such material in its possession or control.

 

11. Data Processing

11.1 In this Clause 11 and in the Agreement, "personal data", "data subject", "data controller", "data processor", and "personal data breach" shall have the meaning defined in Article 4 of the UK GDPR.

11.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 11 nor the Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

Where a recording of a training session includes personal data (such as images, audio or names of participants), the Client shall ensure that it has the necessary lawful basis to permit such recording and to use the recording in accordance with Clause 12 (Training Session Recordings).

11.3 For the purposes of the Data Protection Legislation and for this Clause 11 and the Agreement, the Service Provider is the "Data Processor" and the Client is the "Data Controller".

11.4 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms and Conditions and/or the Agreement.

11.5 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and Conditions:

11.5.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

11.5.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Schedule to the Agreement.

11.5.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

11.5.4 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:

11.5.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

11.5.4.2 Affected data subjects have enforceable rights and effective legal remedies;

11.5.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

11.5.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

11.5.5 Assist the Data Controller at the Data Controller's cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner's Office);

11.5.6 Notify the Data Controller without undue delay of a personal data breach;

11.5.7 On the Data Controller's written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law.

11.6 Data (Use and Access) Act 2025 Compliance:

11.6.1 The Service Provider acknowledges the requirements of the Data (Use and Access) Act 2025 and commits to full compliance with all provisions as they come into force.

11.6.2 The Service Provider shall establish and maintain a data protection complaints handling procedure compliant with the Data (Use and Access) Act 2025 by June 2026, including:

(a) an electronic complaint submission mechanism accessible to data subjects;

(b) acknowledgment of complaints within thirty (30) calendar days of receipt;

(c) a formal procedure for investigating and responding to complaints;

(d) publication of the complaints procedure on the Service Provider's website and reference in all privacy notices.

11.6.3 The Service Provider shall update its privacy notices and data processing procedures to reflect changes introduced by the Data (Use and Access) Act 2025, including provisions relating to recognised legitimate interests, automated decision-making, and subject access request procedures, by December 2025.

11.6.4 Both Parties acknowledge that the Data (Use and Access) Act 2025 introduces enhanced powers for the Information Commissioner's Office and commit to cooperating fully with any ICO investigations, providing requested information within statutory timeframes.

 

12. Training Session Recordings

12.1 Recording Not Default; Advance Agreement Required:

Training sessions are not recorded by default. Any recording must be expressly requested by the Client in writing BEFORE execution of the Service Agreement.

Recording is subject to ALL of the following conditions being satisfied BEFORE the Service Agreement is executed:

(a) The Client submits a written request for recording, specifying the sessions to be recorded and the intended use;

(b) The Service Provider provides prior written agreement to the recording request (which may be withheld in the Service Provider's sole discretion);

(c) The parties agree in writing to the Recording Fee, which shall be specified in a signed addendum to the Service Agreement or included in the Service Agreement pricing schedule;

(d) The Client agrees in writing to all terms and restrictions set out in this Clause 12.

For the avoidance of doubt, recording fees and recording permissions cannot be added to or modified after execution of the Service Agreement without a formal written amendment constituting a new agreement with separate consideration.

Where recording is agreed in accordance with this Clause 12.1, the following terms shall apply in addition to Clauses 3, 7 and 11 of these Terms and Conditions.

12.2 All intellectual property rights in the recording and its contents (including audio, video, materials, slides, and any related works) are and shall remain the exclusive property of the Service Provider.

12.3 The Client is granted a non-exclusive, non-transferable, revocable licence to use the recording solely for the Client's internal staff training and reference purposes. The Client shall not:

(a) copy, edit, modify, translate, or create derivative works from the recording;

(b) share, sell, distribute, or otherwise make the recording available to any third party, except where expressly approved in advance in writing by the Service Provider;

(c) disclose or show the recording to any person outside the Client's organisation without the prior written consent of the Service Provider; or

(d) use the recording, or the Service Provider's name, brand, or materials, in any way that suggests endorsement of the Client's products, services, or other activities.

12.4 Unless otherwise agreed in writing, the licence granted under Clause 12.3 shall be valid for a period of twelve (12) months from delivery of the recording, after which the Client shall immediately cease use of the recording and securely delete all copies. The Service Provider may, at its sole discretion and subject to payment of an additional agreed fee, extend this licence period by written agreement.

12.5 The Service Provider reserves the right to withdraw the licence if the Client commits a material breach of this Clause 12. Upon withdrawal, the Client must promptly delete and/or return all copies of the recording in its possession or control.

12.6 The Client shall ensure that its use of the recording complies with all applicable data protection and privacy laws. The Client shall not use the recording in any way that breaches confidentiality obligations or infringes the rights of any individual featured in the recording.

 

13. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

14. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

 

15. Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

 

16. Set-Off

16.1 Neither Party shall be entitled to set-off, counterclaim or withhold payment except where expressly permitted by law or where agreed in writing by both Parties.

16.2 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

 

17. Assignment and Sub-Contracting

17.1 Subject to sub-Clause 17.2 the Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

17.2 The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Service Provider.

 

18. Time

18.1 Except where otherwise stated in these Terms and Conditions, the times and dates referred to in the Agreement are for guidance only, shall not be of the essence of the Agreement, and may be varied by mutual agreement between the Parties.

18.2 Notwithstanding Clause 18.1, in relation to requests by the Client to change the date(s) of the Services under Clause 2.4, time shall be of the essence with respect to:

(a) the provision of not less than thirty (30) calendar days' notice; and

(b) the requirement for any rearranged Services to take place within six (6) calendar months of the originally agreed date.

 

19. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

 

20. Non-Solicitation

20.1 Neither Party shall, for the duration of this Agreement and twelve (12) months following its termination or expiry, directly or indirectly solicit or employ any employee or client of the other Party, without prior written consent.

20.2 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.

 

21. Third Party Rights

21.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

21.2 Subject to Clause 21 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

 

22. Notices

22.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

22.2 Notices shall be deemed to have been duly given:

22.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

22.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

22.2.3 on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or

22.2.4 on the tenth Business Day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

23. Entire Agreement

23.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

23.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

24. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

 

25. Dispute Resolution

25.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

25.2 If negotiations under sub-Clause 25.1 of the Agreement do not resolve the matter within 90 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution ("ADR") procedure.

25.3 If the ADR procedure under sub-Clause 25.2 of the Agreement does not resolve the matter within 90 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

25.4 The seat of the arbitration under sub-Clause 25.3 of the Agreement shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.

25.5 Nothing in Clause 25 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

25.6 The decision and outcome of the final method of dispute resolution under Clause 25 of the Agreement shall be final and binding on both Parties.

 

26. Law and Jurisdiction

26.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

26.2 Subject to the provisions of Clause 25 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

Document Version: October 2025 (Revised)

Last Updated: June 2025