- Interpretation
“Client” Means the organisation named on the Proposal for whom Hello Consultants Ltd Limited has agreed to provide the Service.
“Contract” Means the Contract for the provision of the Service, consisting of the Proposal and these conditions.
“Proposal” Means the specification and Service to which these Terms and Conditions are appended.
“Service” Means the service to be provided by Hello Consultants Limited for the Client as described in the Proposal.
“Data Protection Legislation”
(i) Unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
- Supply of the Service
Hello Consultants Ltd shall provide the Service to the Client in accordance with the Proposal, subject to these conditions. A duly authorised person from Hello Consultants Ltd and the Client must agree any changes or additions to the Service, or these conditions, in writing.
The Client shall supply Hello Consultants Ltd with all necessary materials, information, Data relating to the Service within sufficient time to enable Hello Consultants Ltd to provide the service in accordance with the contract. The Client shall ensure the accuracy and compliance with all requisite legislation of all documents and input material supplied by the Client to Hello Consultants Ltd, and if so Hello Consultants Ltd shall have no liability to the Client for loss or damage of the aforementioned documentation and input material.
Hello Consultants Ltd may make changes to the Service provided they do not materially affect the nature or quality of the Service.
- Fees
The Client shall pay Hello Consultants Ltd the fees and any additional charges which are agreed between the Client and Hello Consultants Ltd pursuant to the terms of the Service and/ or the Proposal.
All fees are quoted exclusive of Value Added Tax for which the Client shall be additionally liable at the applicable rate.
The daily rate agreed between The Client and Hello Consultants Limited will be invoiced and payment will be required prior to the first day of each month of the Service or at any other times as may be agreed with the Client in writing.
Any agreed commissions in accordance with the proposal will be invoiced on the first day of each month following the month of Service or at any other times as may be agreed with the Client in writing.
Payment shall be paid within 30 days of invoice.
Daily charges and any additional sums shall be paid within 30 days of invoice.
If payment is not made on the due date, Hello Consultants Ltd shall be entitled to charge interest on the outstanding amount at the rate of 4% above the base rate from time to time of The Royal Bank of Scotland from the due date until the amount is paid in full. In the event of non-payment Hello Consultants Ltd reserves the right to suspend any further work in which case the Client will be advised in writing.
- Rights and Intellectual Property Rights
The property and any copyright or other intellectual property right in any documents and input material supplied by the Client shall belong to the Client unless otherwise agreed in writing between the Client and Hello Consultants Ltd. The Client hereby grants Hello Consultants Ltd an irrevocable and unconditional license to use the documents and input material that may be subject to any intellectual property rights solely for the purposes specified in the Proposal.
The Client hereby warrants that all intellectual property rights in the documents and input materials supplied to Hello Consultants Ltd is the sole and unencumbered property of the Client and the Client shall indemnify Hello Consultants Ltd fully in respect of all costs, damages and claims that may arise from any third party claim for alleged breach or infringement of such third party’s intellectual property rights in any documents or input materials supplied by the Client to Hello Consultants Ltd.
Hello Consultants Ltd shall keep all documents and input materials confidential save where required to disclose such documents by a Court of competent jurisdiction or by any other means of legal process.
- Warranties and Liability
5.1. Hello Consultants Ltd warrants to provide the Service using reasonable care and skill, and as far as reasonably possible, in accordance with the Proposal and according to the applicable laws.
5.2. Hello Consultants Ltd shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any documents, input materials or instructions supplied by the Client which are incomplete, incorrect, inaccurate, ineligible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other material fault of the Client.
5.3. Nothing in this agreement shall limit or exclude the Client’s or Hello Consultants Ltd’s liability:
(a) for death or personal injury caused by its negligence;
(b) for fraud or fraudulent misrepresentation;
(c) for any other liability which cannot be limited or excluded by applicable law; or
(e) under the indemnities at Clause 5.5.
5.4. Subject to Clause 5.1:
(a) Neither party to this agreement shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect and consequential loss arising out of or in connection with this agreement;
(b) Either party’s total liability to the other party whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the sum of the total fees paid over the term of this agreement
5.5. Notwithstanding anything else agreed between the Parties, Hello Consultants Ltd shall indemnify the Client and hold the Client harmless from and against all claims, damages, losses, fines or other expenses whatsoever arising from any breach or default in the performance of any data protection obligation(s) under section 6, and confidentiality obligations under clause 7, and from and against all reasonable costs, advocates’ fees, expenses and liabilities incurred in the defence of any claim or any action or proceeding brought thereon.
5.6. Hello Consultants Ltd shall not be liable to the Client or be deemed in breach of the Contract by reason of any delay in performing or any failure to perform any of Hello Consultants Ltd’s obligations in relation to the Service if the delay or failure was due to any cause or matter beyond Hello Consultants Ltd’s control.
- Data Protection
6.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
6.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Hello Consultants Ltd is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
6.3. Without prejudice to the generality of clause 6.1, Hello Consultants Ltd shall, in relation to any Personal Data processed in connection with the performance by Hello Consultants Ltd of its obligations under this agreement:
(a) process that Personal Data only on the written instructions of the Client unless Hello Consultants Ltd is required by the laws of any member of the European Union or by the laws of the European Union applicable to Hello Consultants Ltd to process Personal Data (“Applicable Laws”). Where Hello Consultants Ltd is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Hello Consultants Ltd shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Hello Consultants Ltd from so notifying 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:
- Hello Consultants Ltd has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- Hello Consultants Ltd complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- Hello Consultants Ltd 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 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 agreement unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 6, and allow for audits by the Client or the Client’s designated auditor.
6.4. Those subcontractors approved as at the commencement of this Agreement are as set out in Annex A. Hello Consultants Ltd may only authorise a third party (subcontractor) to process the Personal Data if:
(a) the Client is provided with an opportunity to object to the appointment of each subcontractor within 15 days after Hello Consultants Ltd supplies the Client with full details regarding such subcontractor;
(b) Hello Consultants Ltd enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Client’s written request, provides the Client with copies of such contracts; and
(c) Hello Consultants Ltd maintains control over all Personal Data it entrusts to the subcontractor.
6.5 Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
- Confidentiality
(a) Hello Consultants Ltd undertakes that it shall not at any time, and for a period of five years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Client, except as permitted by this clause.
(b) Hello Consultants Ltd may disclose the other party’s confidential information:
- 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 this agreement. Hello Consultants Ltd shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the Client’s confidential information comply with this clause; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Hello Consultants Ltd shall not use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
- Term
The Client shall retain Hello Consultants Ltd for the provision of the Service for a minimum term of 3 months with a minimum of 4 weeks notice. The Service will commence in **********.
- Termination or Suspension
Either party shall be entitled to terminate the Contract by the giving of not less than 20 working days written notice (the Notice to Terminate). If the Service term has exceeded 12 months this notice shall increase to no less than 60 working days.
Either party may terminate the Contract by giving written notice to the other if the other commits any breach of these conditions and fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or becomes bankrupt, make a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
- General
These conditions (together with the Proposal) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions expressed or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business.
No failure or delay by either party in exercising of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
English law shall apply to the Contract and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
Hello Consultants Ltd
April 2024