Idea Reality Ltd
Consultancy Terms and Conditions
These terms and conditions, together with the proposal we will send to you, contain the terms and conditions upon which we will provide services to you. Please read these documents carefully.
1. Definitions and interpretation
In the Agreement:
“Agreement” means agreement between the parties incorporating these consultancy terms and conditions and the Proposal, and any amendments to it from time to time;
“Charges” means the charges specified in the Proposal;
“Confidential Information” means:
(a) any information supplied (whether supplied in writing, orally or otherwise) by the Customer to the Consultant [during the term of the Agreement] that is marked as “confidential”, is described as “confidential” or should have been reasonably understood by the Consultant to be confidential;
“Consultant” means Idea Reality Ltd, a company incorporated in England and Wales registration number 08577605 having its registered office at 5 College Mews, Andover, SP10 1QX
“Customer” means the customer for the Services under the Agreement identified in the Proposal;
“Deliverables” means the deliverables specified in the Proposal;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Project” means the project detailed in the Proposal that is the subject of the Agreement;
“Proposal” means the proposal document setting out the particulars of the Agreement that is issued by the Consultant and agreed by or on behalf of each party; and
“Services” means the services provided or to be provided by the Consultant to the Customer under the Agreement.
2. Term of Agreement
The Agreement will come into force upon the execution of the Proposal, and the Agreement will continue in force indefinitely, unless terminated in accordance with the provisions of Clause .
3. Duties of the Consultant
3.1 The Consultant will perform the Services to a good professional standard.
[3.2 The Consultant will devote such of its personnel’s time, attention and abilities to the Project as may be necessary for its satisfactory and timely completion.
[3.3 The Consultant will deliver the Deliverables to the Customer in accordance with the timetable set out in the Proposal. Time shall be of the essence in relation to the timetable for delivery of the Deliverables.
4.1 The Customer will pay the Charges to the Consultant in accordance with the provisions of this Clause .
4.2 The Consultant may issue invoices for the Charges to the Customer from time to time during the term of the Agreement / on or after the dates set out in the Proposal / at any time after the relevant Services / Deliverables have been delivered to the Customer.
4.3 The Customer will pay the Charges to the Consultant as per the requirement listed on the invoice issued in accordance with Clause [4.2].
5. Intellectual Property Rights
The Consultant hereby assigns to the Customer with full title guarantee all of the existing and future Intellectual Property Rights in the Deliverables. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals; and this assignment includes the right to bring proceedings for past infringement of the assigned rights.
6.1 The Consultant warrants and represents to the Customer that:
(a) the Consultant has full power to enter into the Agreement and to perform its obligations under the Agreement;
(b) the Deliverables will: (i) meet the requirements set out in the Proposal; (ii) be of a good professional / reasonable standard;
(c) the Deliverables will not intentionally: (i) breach the provisions of any law, statute or regulation; (ii) infringe the Intellectual Property Rights or other legal rights of any person; or (iii) give rise or be capable of giving rise to any cause of action against the Customer or any other person, in each case in any jurisdiction and under any applicable law. (iv) To guarantee 3rd party patents or Intellectual Property have not been infringed would require a detailed review via an independent patent Intellectual Property specialist.
6.2 The Customer warrants and represents to the Consultant that the Customer has full power to enter into the Agreement and to perform its obligations under the Agreement.
7. Limitations and exclusions of liability
7.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit or exclude any liability of a party under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Service Act 1982;
(d) limit any liability of a party in any way that is not permitted under applicable law; or
(e) exclude any liability of a party that may not be excluded under applicable law.
7.2 The limitations and exclusions of liability set out in this Clause  [and elsewhere in the Agreement]:
(a) are subject to Clause [7.1];
(b) govern all liabilities, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
(c) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract.
7.3 The Consultant will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
7.4 The Consultant will not be liable for any loss of business, contracts or commercial opportunities.
7.5 The Consultant will not be liable in respect of any loss or corruption of any data, database or software.
7.6 The Consultant will not be liable in respect of any special, indirect or consequential loss or damage.
8.1 Either party may terminate the Agreement at any time by giving at least 90 days written notice to the other party.
8.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement.
8.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
9. Effects of termination
9.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5, 7, 9, 10 and 11].
9.2 Termination of the Agreement will not affect either party’s accrued liabilities or rights (including accrued rights to be paid) as at the date of termination.
10.1 The Consultant will not disclose the Confidential Information and will protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
10.2 Confidential Information may be disclosed by the Consultant to the Consultant’s employees, officers, insurers and professional advisers, provided that the recipient is legally bound in writing to maintain the confidentiality of the Confidential Information received.
10.3 The obligations set out in this Clause 10 shall not apply to Confidential Information that the Consultant can demonstrate:
(a) is or has become publicly known other than through a breach of an obligation of confidence;
(b) was in possession of the Consultant prior to disclosure by the Customer;
(c) was received by the Consultant from an independent third party who has full right of disclosure; or
(d) was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the Consultant gives to the Customer prompt written notice of the requirement.
11.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
11.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect.
11.3 Nothing in the Agreement will constitute a partnership or employment or agency relationship between the parties.
11.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
11.5 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
11.6 The Consultant may subcontract any of its obligations under the Agreement to any third party.
11.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
11.8 Subject to Clause [7.1]:
(a) the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement; and
(c) neither party will have any liability other than pursuant to the express terms of the Agreement.
11.9 The Agreement will be governed by and construed in accordance with English law; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.