HALF-SPACE CONSULTING LTD

TERMS & CONDITIONS

This agreement is between the Client (defined in the applicable SOW) and Half-Space Consulting Ltd, a company incorporated in England (Company Number: 15119941) and with its registered address at Preston Park House, South Road, Brighton, East Sussex, England, BN1 6SB (Attention: George Osborn; Email: george@half-space.consulting) (“Half-Space” / “us” / “we” / “our”). 

BACKGROUND

These terms and conditions (the “T&Cs”) contain the standard terms and conditions that govern the services provided by Half-Space as set out in each Statement of Work, which is any written agreement (including agreement over email) between Half-Space and Client setting out the Services from time to time (each a “SOW”). Each SOW is considered an individual contract governed by these T&Cs (together the “Agreement”). If there is any inconsistency between the terms of these T&Cs and a SOW, the provisions of the SOW shall prevail.

  1. SERVICES

    1. During the Term, the Client may request that Half-Space provide certain services (“Services”). The Services will be set out in a SOW. As part of the Services, Half-Space may be required to produce certain deliverables (the “Deliverables”), which shall be more particularly set out in the SOW. 

    2. Half-Space shall provide Services to the Client on a non-exclusive basis and agrees to use reasonable skill and care in carrying out the Services.

    3. To the extent that the Client requires any changes to an agreed SOW (each a “Change”), the Client must inform Half-Space as soon as reasonably practicable in writing with details of the requested Change(s) (each a “Change Request”). Half-Space shall not be bound to accommodate a Change Request. Where Half-Space agrees to accommodate a Change Request, Half-Space shall provide Client with an amended SOW to reflect the Change(s) and the revised Fees. Half-Space is not obliged to implement the Change(s) until the revised SOW is agreed in writing (including email) by the Parties.

    4. Half-Space will use all commercially reasonably efforts to adhere to any agreed timeline in a SOW but Client acknowledges and agrees that time is not of the essence for the provision of the Services.

    5. Certain Deliverables may require Client approval or feedback (as may be identified in the SOW). In such cases, Client shall approve or provide feedback on the Deliverables in writing within [five] ([5]) working days. Regarding approvals, Client shall only have the right to reject the Deliverables in the event of (i) material defect or error in the Deliverables; or (ii) material non-compliance with the SOW. Client shall not withhold, delay or condition its approval unreasonably. Where Client fails to provide an approval within the required timeframe, the Deliverable shall be deemed accepted. Half-Space shall not be liable to Client for any errors after the Client has accepted the Deliverables.

    6. To the extent that Client rejects a Deliverable, Client will provide written notice of reasonably required changes that are within the scope of the SOW within five (5) working days from delivery. Upon receipt, Half-Space shall have five (5) working days to implement such changes into the Deliverables, after which the Deliverables shall be deemed accepted.

    7. In the event of any failure or delay in Half-Space’s performance of the Services hereunder caused by the Client, the due dates for such performance of the Services (and all subsequent dates) shall be extended by such period as is reasonably necessary. Half-Space shall be entitled to be reimbursed by Client in respect of its reasonable out-of-pocket costs and expenses associated with such Client failure or delay.

    8. Half-Space reserves the right to determine the personnel who will be responsible for carrying out the Services under any applicable SOW. Half-Space shall be entitled to subcontract and utilise freelancers to provide part or all of the Services. In such event, Half-Space shall remain responsible to the Client for the delivery of the Services and the renumeration of such subcontractors or freelancers. 

    9. Client acknowledges and agrees that, where a SOW contains certain objectives, targets or key performance indicators (“KPIs”), (i) such KPIs are indicative only, (ii) that the Fees are payable in exchange for the provision of the Services, not for achieving certain KPIs and (iii) not achieving the KPIs shall not entitle client to any refund of the Fees. 

  2. TERM & DURATION

The initial term of the Agreement shall be for a period of twelve months  (“Initial Term”). Following the expiry of the Initial Term, this Agreement shall automatically renew on an annual basis (each a “Renewal Term”) unless terminated in accordance with these T&Cs. The Initial Term and each Renewal Term together shall be the “Term”. Where Client enters into and executes an SOW with Half-Space during the Term, these T&Cs shall be incorporated into and therefore apply to such SOW automatically. Half-Space will start providing the Services for a SOW, on the Start Date described in the applicable SOW. The Parties shall not be obligated to execute any minimum number of SOWs during the Term.   

  1. FEES & Payment TERMS

    1. Client shall pay the Fees listed in the applicable SOW. 

    2. Half-Space shall send the Client an invoice for the Fees, and the Client shall pay such invoices within thirty (30) days from the date of any applicable invoice. In the event of any delay by Client in paying such invoices, then Half-Space may at its option: (i) suspend work and Services for the Client (including Services being provided under a different SOW) until payment has been received in full; and/or (ii) charge interest on any overdue amounts from the due date until and including the date of actual payment, accruing on a daily compound basis, at the rate of 3% per annum above the base rate for the time being of Barclays Bank plc.

    3. Half-Space shall be entitled to be reimbursed by Client for any verifiable, third-party costs or expenses that it incurs in the performance of the Services (“Expenses”). Such Expenses shall be pre-approved by the Client before they are incurred by Half-Space (such approval not to be unreasonably withheld or delayed).

  2. IP OWNERSHIP AND IMAGE RIGHTS

    1. Half-Space hereby assigns to the Client any applicable Work Product, with effect from the date that Client pays the applicable Fees in full. “Work Product” means the finished product of the Services and any associated materials created by Half-Space for the Client in the provision of the Services, excluding any Pre-Existing IP and subject to Section 4.2. The Client may use the Work Product however it wishes, or it can decide not to use the Work Product at all. Half-Space shall not register or attempt to register any intellectual property rights in the Work Product. However, Half-Space shall be entitled to continue using the same on a non-exclusive basis as it requires to fully perform the Services. For the avoidance of doubt, any Work Product shall not include any and all trade marks (whether registered or unregistered), names and/or logos of Half-Space (“Half-Space Marks”) used in connection with any Work Product, Deliverables and/or the Services. All goodwill in the Half-Space Marks shall accrue to Half-Space, and Half-Space is free to use any such Half-Space Marks at any time.

    2. Half-Space may use its pre-existing materials or content that it owns or has licensed from a third party and any materials created that are of general use and applicability to Half-Space’s business (“Pre-Existing IP”) in performing the Services. Client acknowledges and agrees that it shall obtain no ownership of or rights in and to, any such Pre-Existing IP. Half-Space hereby grants to the Client a non-exclusive, royalty-free, limited right and licence to use the Pre-Existing IP solely to make use of any applicable Work Product provided by Half-Space for the usage term set out in the applicable SOW.

    3. Half-Space may need to use the Client’s intellectual property and/or other proprietary materials of the Client or third-party intellectual property (“Client Materials”) to perform the Services. The Client hereby grants to Half-Space a non-exclusive, royalty-free, fully paid-up right and licence to use such Client's Materials and other intellectual property that the Client controls to the extent reasonably necessary to allow Half-Space to perform the Services.  

  3. WARRANTIES 

    1. The Client warrants that the Client Materials do not infringe the intellectual property rights of any third party. 

    2. Half-Space warrants that the Half-Space Marks do not infringe the intellectual property rights of any third party.

  4. TERMINATION

    1. This Agreement (or any SOW) may be terminated immediately by either party if: (i) either party commits any material breach of this Agreement and (where such breach is capable of remedy) fails to remedy that breach within thirty (30) days of receiving a written request to do so from the non-breaching party; (ii) either party becomes insolvent, goes (or threatens to go) into administration or suffers an event of insolvency; or (iii) either party ceases, or threatens to cease to carry on business. 

    2. Either party may terminate an SOW at any time, for any reason or no reason, upon at least thirty (30) days’ written notice to the other party, unless otherwise stated in the applicable SOW. Where the Client exercises such right of termination, or if Half-Space terminates pursuant to Section 6.1, Client shall pay to Half-Space within three (3) days of receipt of an invoice from Half-Space following the provision of such notice any unpaid fees for the Services performed or provided (including work carried out in preparation for the Services) up to the date of such notice of termination.

    3. A Party may terminate the T&Cs for any reason by giving two (2) months written notice to the other. Where such notice is provided and Services being provided under an agreed SOW will continue beyond the notice period, the effective date of termination shall be the end date of the Services under that SOW. Where there are multiple SOWs that will continue beyond the thirty (30) day notice period, the effective date of termination shall be the later of the end dates of such SOWs unless otherwise agreed in writing, and any Fees with respect to such Services shall be owed in accordance with the relevant SOW and these T&Cs.

    4. The following sections shall continue in full force and effect even after termination or expiry of this agreement: 3, 4, 5, 6, 7, 8, 9, 10 and 11.

  5. CONFIDENTIAL INFORMATION 

    1. Each party agrees to: (i) keep confidential all information (whether written, machine-readable or oral) concerning or connected with the business and affairs of the other party that it shall have obtained or received as a result of or in connection with discussions leading up to or the entering into or performance of this Agreement (the "Information”); (ii) not without the other’s written consent disclose the Information in whole or in part to any other person save those of its personnel, representatives and professional advisors who need to know the same for the proper performance of this Agreement, or as required by applicable law; and (iii) use the Information solely for and in connection with the Agreement and not for its own benefit or the benefit of any third party.

    2. The provisions of this section shall not apply to the whole or any part of the Information to the extent that it is: (i) already in the other party’s possession, (ii) in the public domain (in either case only other than as a result of a breach of contract or confidence; or (iii) the receiving party is required by applicable law to disclose the Information.

    3. Each Party shall make any and all relevant employees, agents and sub-contractors aware of the confidentiality of the Information and shall be responsible for ensuring their compliance with this section.

  6. DATA PROTECTION

Each party shall comply with its relevant obligations under any data protection, privacy or similar laws that apply to personal data processed in connection with this contract, including the retained UK law version of the EU General Data Protection Regulation 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland and the Data Protection Act 2018 and the Privacy and Electronic Communications Directive 2002/58, and any amendments to these laws or replacements of these laws (“Data Protection Laws”). The terms “controller”, “personal data”, and “process” in this section shall be defined in accordance with Data Protection Laws. 

  1. LIABILITY & INDEMNITY

    1. Nothing shall limit or exclude the liability of either party for: (i) death or personal injury caused by the negligence of that party; (ii) fraud; (iii) a breach of their confidentiality obligations; or (iv) a breach of an indemnity. Each party’s aggregate liability shall not exceed the total Fees paid or payable to Half-Space by Client according to the SOW under which the liability arises. Neither party shall be liable to the other for any loss of profits, business revenue, goodwill or anticipated savings or any indirect or consequential loss. 

    2. Client agrees to indemnify Half-Space (and its affiliates, directors, officers, employees, and agents) from and against direct liabilities, losses, damages, and expenses (including reasonable and verifiable attorneys’ fees) related to a third-party intellectual property infringement claim in relation to any Client Materials. In the event of a claim, Half-Space shall: (i) promptly notify Client of the relevant claim; (ii) not make any admission or otherwise compromise or settle the claim; and (iii) provide Client with all such assistance as may be reasonably required in respect of the claim.

  2. PUBLICITY

Half-Space shall be permitted to refer (for promotional or other purposes) to the fact that it is working with the Client on its website and/or social media channels subject to its obligations concerning confidential information detailed in this Agreement. Following the termination or expiry of the Agreement, Half-Space shall not be required to delete or remove any references to Client or the Services that were made during the Term. 

  1. GENERAL

    1. The Client cannot assign its rights or delegate its obligations under this Agreement to a third party without prior written consent from Half-Space (such consent not to be unreasonably withheld or delayed). 

    2. During the Term and for a period of twelve (12) months afterwards, Client shall not solicit the agents, subcontractors, consultants and/or employees of Half-Space or entice them to transfer their employment or services.

    3. Half-Space provides the Services to Client on an independent contractor basis and the relationship of the parties to this agreement does not form a joint venture, partnership, employment, trust or agency relationship.

    4. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement unless the waiving party acknowledges it is doing so in writing.

    5. If a portion of the Agreement is found to be unenforceable, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Agreement is changed or disregarded because it is unenforceable, the rest of the Agreement is still enforceable. 

    6. A person who is not a party to this contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

    7. Half-Space shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Agreement as a result of a Force Majeure Event. A “Force Majeure Event” means an event beyond the reasonable control of Half-Space, including but not limited to strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, earthquake or default/failures caused by suppliers or subcontractors.

    8. This Agreement represents the parties’ final and complete understanding of the contractual relationship. This Agreement supersedes all other contracts (both written and oral) between the parties. Any variation to the Agreement can only be made by mutual agreement of the parties in writing. 

    9. The laws of England and Wales govern the rights and obligations of the parties (both contractual and non-contractual) under this Agreement, without regard to conflict of law principles. The courts of England and Wales shall have exclusive jurisdiction in determining any dispute (whether contractual or non-contractual) under or in connection with this Agreement.