All contracts entered into by the Consultant with a Client for the provision of consultancy services whether instructed by telephone, by email, or via the website are governed by and incorporate these Terms and Conditions (Terms), the Boiled Frog Ltd Website terms & conditions, and the terms of the Boiled Frog Ltd Privacy Notice
Terms and Conditions
1. Definitions
the following words shall have the following meaning:
‘Charges’ a) the amount specified in the Statement of work; or
b) the amounts agreed in writing between the Parties from time to time; or
c) the total amount calculated by multiplying the Consultant’s standard time based charge rate (as notified to the Client) by the total time spent by the Consultant in performing the Services
‘Client’ as specified in the Statement of work
‘Client materials’ all works and materials to be supplied by the Client for incorporation into the Deliverables or used in performance of the Services
‘Consultant’ as specified in the Statement of work
‘Contract’ the specific agreement between the Parties as set out in the signed and dated Statement of work and incorporating the Terms
‘Deliverables’ as specified in the Statement of work
| ‘Effective Date’ | The date entered on the Statement of work incorporating the Terms |
| ‘Intellectual property rights’ / ‘IPRs’ | All intellectual property rights including but not by way of limitation: copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, business competition rights, patents and design rights, whether registered, unregistered or unregisterable |
| ‘Services’ | Consultancy services as specified in the Statement of work |
| ‘Statement of work’ | A written statement of work as agreed between the Parties in the model format included in the Terms. Any variation, alteration or addition only to be enforceable where agreed and counter-signed by both Parties. |
| ‘Site’ | The Client’s premises where the Consultant will be performing the Services in whole or part. |
| ‘Term’ | The time period or term of the Contract as defined in Clause 3 |
| ‘Party’ and ‘Parties’ | The Consultant and the Client, and ‘Party’ shall mean either one of them. |
2. Interpretation:
2.1 The singular includes the plural and one gender includes all.
2.2 References to Schedules and Clauses are to those in these Terms.
2.3 Reference to a statutory provision includes any amendment or replacement provision.
2.4. Reference to a document includes that document as amended, altered or replaced subsequent to the date of the Effective Date.
2.5 Reference to writing includes facsimile transmission, e-mail, and similar media unless the context otherwise expressly provides.
2.6 Time expressed in days excludes the first day but includes the last day. If the last day does not fall on a normal business day in both England and Wales then the last day will be deemed to be the first normal business day.
2.7 The headings in this document do not form part of the Terms.
3. Term
The Contract comes into force on the Effective Date and continues until:
a) all Services have been completed
b) all Deliverables have been delivered; and
c) all Charges have been paid to the Consultant by the Client by cleared funds
at which time it will terminate.
4. Services
The Consultant will provide the Services with reasonable skill and care, in accordance with these Terms, and as agreed in the Statement of work.
5. Deliverables
5.1 Following a reasonable written request by the Consultant, the Client will within a reasonable period of time provide written feedback to the Consultant on the Consultant’s: proposals, plans, and preparatory materials relating to the Deliverables.
5.2 The Consultant will deliver the Deliverable to the Client and use reasonable endeavours to ensure any timetable in the Statement of work is met.
6. Licence
6.1 The Consultant grants to the Client a non-exclusive, non-transferrable, perpetual and irrevocable licence to adapt, edit and otherwise use the Deliverables only for the Purpose set out in the Statement of work.
6.2 The Client acknowledges that the intellectual property rights and all other proprietary rights in the Deliverables belong exclusively to the Consultant. The Client undertakes to notify the Consultant in writing forthwith of any infringement or other unauthorised use of the IPRs in the Deliverables of which it becomes aware.
7. Charges and Payments
7.1 The Client will pay the Charges to the Consultant in accordance with these Terms.
7.2 Amounts stated are exclusive of VAT except where stated otherwise.
7.3 The Consultant will invoice for Charges either:
a) from time to time during the Term; or
b) when relevant Services or parts thereof have been delivered to the Client; or
c) in advance of delivery of relevant Services
as agreed between the Parties in the Statement of works.
7.4 The Client must pay the Charges within 30 days of the date on the invoice issued to the Client.
7.5 The Consultant shall charge the Client interest on overdue amounts at the rate of 5% a year above the base lending rate of HSBC Bank plc.
7.6 The Consultant shall not be required to perform any further Services until overdue amounts have been paid.
8. Obligations of the Client
The Client will ensure and provide:
8.1 The Client’s staff and agents cooperate and assist the Consultant.
8.2 Access to the Client’s computer network together with all necessary passwords, codes, keys and the like necessary for the carrying out of the Services by the Consultant, whether on Site or remotely.
8.3 Access to the Client’s premises at all times reasonably necessary for the purpose of carrying out the Services on Site.
8.4 Such information as the Consultant reasonably requires for the performance of the Services.
8.5 In the event the Client receives any notice, decision, notification or is the object of any enforcement action by a governmental or regulatory agency or body which is likely to affect the delivery of the Services by the Consultant, it will immediately inform the Consultant in writing indicating what action it is proposing to take in respect thereof.
9. Warranties
9.1 Each Party warrants to the other that it has the legal right and authority to enter into the Contract.
9.2 The Consultant warrants to the Client:
a) it will comply with all applicable legal and regulatory requirements necessary in fulfilment of the Services; and
b) it has, or has access to, all necessary know-how, expertise and experience needed to perform its obligations under these Terms.
9.3 The Parties agree no other warranties or representations are implied into the Contract.
10. Confidentiality
10.1Each Party agrees not to disclose any confidential information provided by the other Party during the currency of the Contract or at any time thereafter, to any third party save where the law requires. Each Party also agrees not to use any such confidential information for any other purpose other than in connection with the provision of the Services and the Purpose, and will not use the information for any business or other purpose of its own.
10.2 Each Party undertakes to procure that its employees, directors, agents and advisers and any other persons to whom it makes available confidential information shall also keep confidential the information the subject of this Clause 10.
10.3 The obligations in this Clause 10 shall continue after termination of the Contract.
11. Use of sub-Consultant
11.1 The Consultant may employ the services of a sub-Consultant in order to deliver Services to the Client. The Consultant shall in such case be responsible for ensuring that the Service provided by the sub-Consultant is to the same or a comparable standard to that delivered or intended to be delivered by the Consultant.
12. Limitations and exclusions of liability
12.1 The liability of the Consultant to the Client under the Contract arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed a refund of the Charges paid by the Client to the Consultant.
12.2 The Consultant shall not be liable to the Client for or in respect of:
a) any loss of profits or anticipated savings;
b) any loss of income or revenue;
c) any loss of business, contracts or opportunities; or
d) any special, indirect, consequential or economic loss or damage
arising from its performance or non-performance of its obligations in connection with the Contract.
12.3 The Services including the Deliverable do not constitute legal, financial or accountancy advice. The Consultant is not authorised to provide legal, financial or accountancy advice. The Client must instruct its own solicitor, financial adviser or accountant in respect of such excluded services.
12.4 Nothing in this Clause 12 shall limit or remove the Consultant’s liability for death or personal injury resulting from negligence, or arising from fraud or fraudulent misrepresentation.
13. Indemnity
13.1 The Client will indemnify the Consultant in respect of any losses, damage or liability the Consultant may incur as a result of the Client’s acts or omissions, whether deliberate, accidental, negligent or reckless, in the course of the provision by the Consultant of the Services.
14. Termination
14.1 The Contract will terminate as provided in Clause 3 except where:
a) Either Party gives to the other not less than 30 days’ written notice of termination;
b) Either Party gives to the other immediate written notice of termination where the other Party commits a material breach of the Contract;
c) Either Party gives to the other immediate written notice of termination where the other Party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach);
d) Either Party gives to the other immediate written notice of termination where the other party:
- is dissolved;
- ceases to conduct all (or substantially all) of its business;
- has its licence to provide legal services revoked or suspended by its regulator;
- is or becomes unable to pay its debts as they fall due;
- is or becomes or is declared insolvent;
- makes or proposes to make an arrangement or composition with its creditors;
- has appointed an administrator, receiver, liquidator, trustee, manager or similar to deal with its assets;
- is subject to an order or resolution for winding up;
- being an individual either: dies, becomes mentally incapable, or is subject to a bankruptcy petition or order; or
e) The Consultant gives to the Client immediate written notice of termination where the amount due to the Consultant from the Client under Clause 7 is unpaid by the due date, and remains unpaid on the date that written notice of termination is given.
14.2 Upon termination of the Contract the Client must pay for the Services provided prior to the date of termination as well as any further expenditure incurred by the Consultant after the date of termination arising from commitments reasonably entered into by the Consultant prior to the date of termination but payable by the Consultant afterwards.
14.3 Upon termination of the Contract the Client shall return or destroy (as reasonably required by the Consultant) all documents, materials or other information, whether in hard copy or electronic form, in its possession or control which constitute or include any confidential information of the Consultant.
14.4 Upon termination of the Contract all provision in the Terms shall cease to have effect, save for the following provisions which shall survive and continue to have effect: Clauses 1, 6, 7, 10, 12, 13, 14, 16.2.
15. No agency, partnership etc.
15.1 Neither Party is for any purpose the agent or partner of the other.
15.2 The Consultant is not an employee of the Client, but an independent contractor.
16. Miscellaneous
16.1 If any term of the Contract is found to be invalid or otherwise unenforceable then such term shall be regarded and construed as severable from the Contract so as not to affect the validity and enforceability of the remainder.
16.2 Neither Party shall during the Contract and for a period of six months after its termination seek to entice away or recruit any employee of the other Party.
16.3 The Parties to the Contract agree that it is not intended that any rights should be conferred upon or enforceable by any third party as defined in the Contracts (Rights of Third Parties) Act 1999.
16.4 The Contract supersedes and replaces any previous agreement between the Parties whether oral or in writing in relation to the provision of the Services. The Parties agree that in entering into the Contract they have not relied upon any warranty or representation made by or on behalf of the other Party save where expressly stated in the Contract. The Parties agree that the Contract including the Statement of work and Schedules (if any) constitutes the whole agreement between the Parties in relation to the provision of the Services.
16.5 The Contract is governed by the law of England and Wales.