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Consultancy Terms of Business

Legal Information

These Terms and Conditions will apply to the provision of all Products and Services by us, Rostone Operating Partners, a company registered in England under number: 05658949; VAT: 900 9964 35 GB. Registered Office: 33 Kings Road, Reading, RG1 3AR.

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    1. Definitions and Interpretations

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

    “Acceptance” means the acceptance of our Proposal (electronically or otherwise), and includes the acceptance of these Terms and Conditions in writing; 

    “Client” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business will be the Client in the context of this Contract; 

    “Code of Conduct” means our Code of Conduct, which will be sent to the Client upon Acceptance, with our letter of appointment; 

    “Competent Person” has the same meaning as that stated in The Management of Health and Safety at Work Regulations 1999; 

    “Contract” means the contract formed upon Acceptance by the Client as above, which will incorporate and be subject to these Terms and Conditions, together with any terms agreed in the letter of appointment which confirms the entire scope of Services to be provided; 

    “Proposal” means our proposal to carry out the Services and/or provide associated products, which unless otherwise stated, remains open for acceptance for a period of 30 days; 

    “Services” means the services to be carried out by us as detailed in our Proposal and confirmed in our letter of appointment and includes associated products; 

    “Term” means the term of this Contract as defined in clauses 2 and 10. 

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

    1.1.2.a.1 “we”, “us” and “our” is a reference to the Company; 

    1.1.2.a.2 “writing” and “written” includes emails and similar communications; 

    1.1.2.a.3 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; 

    1.1.2.a.4 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time; 

    1.1.2.a.5 a clause is a reference to a clause of these Terms and Conditions; 

    1.1.2.a.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions. 

    1.1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation. 

    1.1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations. 

    2. The Contract

    2.1.1 The Contract is formed as soon as we receive payment, and includes the acceptance of these Terms and Conditions, which shall apply between you and us. No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing. 

    2.1.2 The Contract will be either: 

    2.1.2.a.1 on a one-off basis for the duration of the project (plus a 10% time allowance either side of the project programme – after which time, we will be entitled to charge for additional costs); 

    2.1.2.a.2 for a fixed minimum Term of 12 months; or 

    2.1.2.a.3 on an ongoing rolling monthly basis. The Contract duration will be outlined in our Proposal. 

    2.1.3 If the Services are on an ongoing rolling basis, they will continue for the minimum agreed Term and thereafter the Contract will be automatically renewed, with the exception of the price, on the same Terms and Conditions as set out in this Contract on a rolling monthly basis, unless a written notice to terminate is given by either Party in accordance with clause 10 below. We will notify the Client of any such price increase in accordance with these Terms and Conditions. 

    3. Documentation and Advice

    3.1.1 All reports, procedures and documentation we prepare will be based on information provided to us at the time by the Client and will be legally accurate as at the date of their preparation. We cannot be held liable for any delays, errors, discrepancies or any other adverse consequences where the Client has provided incorrect information or has failed to provide information necessary for us to provide our professional advice. 

    3.1.2 We may provide an action plan for implementing our recommendations and it is the Client’s responsibility to ensure these recommendations are implemented correctly and fully. 

    3.1.3 We may provide the Client with templates and/or checklists for documentation. These will be based on information provided to us at the time and may contain sections which the Client will need to complete. Our Code of Conduct will outline which documents the Client can or cannot change, and what the Client is entitled to do with such documents. We are not responsible for any sections completed, altered or deleted by the Client. If we have authorised the Client to make any amendments to any documentation provided by us, it is the Client’s responsibility to check the amendments made are appropriate and that the amended documentation still conforms to current UK law. 

    3.1.4 Any documentation we may provide will be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges. 

    4. Timescales

    4.1.1 Both parties agree to use all reasonable endeavours to meet any given response times as set out in our Code of Conduct. However, any such response times we may provide are done so in good faith and are estimates only. Time will not be of the essence in the performance of our Services. 

    4.1.2 Our normal working hours are Monday – Friday, 8.30am – 5pm excluding public holidays. We are also closed between Christmas and New Year. Services or visits required outside of these times will incur additional costs. 

    5. Fees and Payment

    5.1.1 The Client agrees to pay the fees as detailed in the accepted Proposal/Invoice in accordance with these terms of payment. 

    5.1.2 In addition, we will charge to the Client our reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services. 

    5.1.3 The Client will pay for any additional services provided by us that are not specified in the Proposal. These additional services will be charged in accordance with our current, applicable rate in effect at the time of performance, or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses. 

    5.1.4 We reserve the right to request a deposit up front before the Services commence. If so, this will be detailed in our Proposal and must be paid before any works will be carried out. 

    5.1.5 All invoices are payable in pounds sterling by cheque, bank transfer or via our chosen recurring payment system, without set-off, withholding or deduction, strictly within 7 days from the date of invoice, unless otherwise agreed. 

    5.1.6 All sums payable under the Contract are exclusive of VAT at the current rate or any other tax (except corporation tax), for which that Party shall be additionally liable. Any amendment to the standard VAT rate will be notified in writing and subsequent payments adjusted accordingly. 

    5.1.7 The time of payment shall be of the essence. If the Client fails to make any payment on the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the Services, suspend any permissions granted under clauses 5.1 or 6.2 where applicable, and charge the Client interest at a rate of 5% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1995. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment. 

    6. Client’s Responsibilities

    6.1.1 The Client agrees to: 

    6.1.1.a.1 make payments to us in accordance with clause 5; 

    6.1.1.a.2 provide us with any information, and assistance relating to the Services as we may reasonably require within sufficient time to enable us to perform the Services in accordance with the Contract; 

    6.1.1.a.3 appoint a primary contact to act as the Client’s representative to liaise with us in connection with the Services; 

    6.1.1.a.4 carry out any preparatory and follow up work as instructed by us; and 

    6.1.1.a.5 adhere to the provisions of Regulation 7 of The Management of Health and Safety at Work Regulations 1999. 

    6.1.2 If the Client fails to meet any of the provisions of clause 6.1 above, without limiting our other rights or remedies, we shall: 

    6.1.2.a.1 have the right to suspend performance of the Services until the Client remedies the default (and/or terminate the Contract in accordance with clause 10.1.4.a.3 below); 

    6.1.2.a.2 not be held liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and 

    6.1.2.a.3 be entitled to claim for any costs or losses incurred by us arising directly or indirectly from the Client’s default. 

    7. Site Visits and Meetings

    7.1.1 Any site visit(s) and meeting(s) included in our Proposal will be carried out at a time agreed between us and the Client in advance. We require a minimum of 48 hours’ notice to cancel or rearrange an agreed site visit or meeting. If we do not receive the required notice, or if we are unable to gain access to a premises at which a site visit or meeting has been agreed, we reserve the right to charge an additional fee for the aborted visit. 

    7.1.2 Our price is based on being able to complete our Services in the agreed number of hours or consecutive days over the period as detailed in the Proposal. We reserve the right to recover any costs incurred by way of delays or abortive visits, or for any other delays attributable to the Client including, but without limitation, failing to carry out agreed actions or not providing necessary information or services, or failing to give proper notice to terminate or cancel as detailed herein and these will be charged at our standard fee rates applicable at the time. 

    7.1.3 If we have to reschedule or cancel a scheduled visit, we will contact the Client as soon as reasonably practicable to minimise disruption and will book another visit as soon as reasonably practicable. 

    8. Errors or Discrepancies

    The Client is responsible for the accuracy of any information submitted to us and for ensuring that the Proposal reflects their requirements. Our Proposal is based on the information provided to us at the time of its preparation. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it. 

    9. Variation and Amendments

    9.1.1 If the Client wishes to vary the services to be provided, they must notify us in writing as soon as possible. We will endeavour to make any required changes and any additional costs incurred will be invoiced to the Client. 

    9.1.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we will notify the Client immediately. We will endeavour to keep such changes to a minimum and will seek to offer the Client arrangements as close to the original as reasonably practicable in the circumstances. 

    9.1.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result will be payable in accordance with clause 5 above. 

    10. Termination

    10.1.1 Contracts on a one-off or fixed Term basis will expire at the end of the Term, unless both parties agree to extend the Term in writing. 

    10.1.2 As detailed in clause 2.1.3 above, ongoing Contracts will continue for an initial Term as outlined in our Proposal, and thereafter will be automatically renewed, with the exception of price, on the same Terms and Conditions as set out in this Contract on a rolling monthly basis, unless a written notice to terminate is given by either Party in accordance with this clause 10. Such notice is to be given not less than 28 days in advance and will take effect on the last day of the calendar month immediately following the calendar month in which notice is given. The Client shall remain liable for the Services, and for payment in full for that final calendar month, up to and including the date on which termination takes effect. 

    10.1.3 We may terminate this Contract for any reason at any time, by giving 28 days’ written notice to the Client. 

    10.1.4 We may terminate this Contract immediately without liability to the Client by giving written notice: 

    10.1.4.a.1 in the event that the Client has failed to pay the fees when required to do so and fails or refuses to do so following the expiry of a written notice from us requesting such payment within 7 days; 

    10.1.4.a.2 in the event of the Client committing a serious criminal offence or giving to us any false or misleading statement or making any negligent or fraudulent misrepresentation in relation to this Contract; or 

    10.1.4.a.3 in the event that the Client breaches any of the provisions of Regulation 7 of The Management of Health and Safety at Work Regulations 1999. 

    10.1.5 Either Party has the right to terminate this Contract immediately if the other commits a material breach of this Contract and fails to remedy that breach within 14 days of receiving notice of the breach, or if the other goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets. 

    10.1.6 In the event of termination: 

    10.1.6.a.1 all payments due under this Contract shall become due and immediately payable. In respect of Services provided but for which no invoice has been submitted, we shall be entitled to submit an invoice, which shall become due and immediately payable; 

    10.1.6.a.2 the Client shall no longer use our company name in any future health and safety documentation, or in any other manner, and we shall accept no responsibility or liability whatsoever for these services from the date of termination; 

    10.1.6.a.3 the Client shall immediately return all equipment and materials provided by us. If the Client fails to do so within 28 days from the date of termination, we shall be entitled to enter onto the Client’s premises to take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe-keeping; 

    10.1.6.a.4 any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination on a pro-rata basis. 

    10.1.7 The rights to terminate this Contract given by this clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach. 

    11. Confidentiality

    11.1.1 Both parties recognise that throughout the provision of the Services, certain information will be shared, which may be confidential, commercially valuable, sensitive and/or personal. 

    11.1.2 It is the Client’s responsibility to identify and mark any such information and to notify us of the same. Such information will only be disseminated within the Company in so far as we deem this to be reasonably necessary in order to fulfil our legal and contractual duties in the provision of our Services. No such information will be shared outside the organisation, unless required by law, by any court order or unless so authorised by the Client in writing. 

    11.1.3 Unless we receive notification from the Client under clause 11.1.2, we are deemed to have permission to make submissions on the Client’s behalf to third party assessors such as for tenders or contractor assessment schemes, where applicable. 

    11.1.4 The Client warrants that they will not use any confidential information provided by us other than to perform their obligations under the Contract and will not disseminate it to any third party unless required by law, by any court order or unless so authorised by us in writing. 

    11.1.5 The provisions of this clause 11 shall continue in force, notwithstanding the termination of the Contract for any reason. 

    12. Literature and Representations

    Any marketing literature is presented in good faith as a guide to represent the Services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Contract, the Client acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed. 

    13. Intellectual Property

    13.1.1 Subject to a written agreement to the contrary, we reserve all intellectual property rights which may subsist in the provision of the Services. Under no circumstances shall material provided by us be lent, hired out, sold or otherwise circulated by either manual or electronic means, nor shall it be photocopied or otherwise reproduced without our express written consent. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights. The Client shall not be entitled to use our company name or logo without our prior written consent. 

    13.1.2 The Client warrants that any document or instruction furnished or given by them will not cause us to infringe any letters patent, registered design or trade mark in the execution of our Services and will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trade mark or any intellectual property rights which results from our use of the Client’s information. 

    14. No Employment

    Nothing in this Contract will render or be deemed to render us an employee or agent of the Client or the Client an employee or agent of ours. 

    15. Assignment and Sub-Contracting

    15.1.1 The Client is not entitled to assign the benefits under the Contract. 

    15.1.2 We may sub-contract the performance of any of our obligations under the Contract without the prior written consent of the Client. We will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own. 

    16. Liability and Indemnity

    16.1.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation. 

    16.1.2 Except as provided in clause 16.1.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are hereby expressly excluded to the maximum extent permitted by law. 

    16.1.3 We hereby exclude all liability in respect of any claims arising out of any lack of information provided by the Client or any alteration to, or modification of, a Client’s procedures, working practices or conditions at the time of our investigation, unless such alteration and/or modification is made on our recommendation or with our express knowledge and consent. 

    16.1.4 It is both of our obligations to abide by current UK health and safety, employment and environmental legislation. We will provide, to the best of our knowledge, advice, guidance and best practice within the realms of current UK health and safety, employment and environmental legislation based on the information provided by the Client. 

    16.1.5 Where we have good reason to believe that our professional advice is not being followed, we will take reasonable steps to ensure that any Client overruling or neglecting our advice is formally made aware of the potential adverse consequences which may result. We cannot be held liable for any consequences should our professional advice not be taken. We cannot be held liable for any adverse consequences where the Client has withheld information necessary for us to provide professional advice. 

    16.1.6 It is imperative that we are kept informed of any significant changes within the business (whether relating to the Client’s activities, products, services, people, infrastructure or equipment) that may or may not have an effect on the Client’s requirements, legal or otherwise. Should this information not be forthcoming from the Client, or our requests for information not be responded to by the Client, we will have no liability whatsoever for any effects on the Client’s business’ requirements for which we have not been made aware or had no response to requests and have the right to terminate the contract forthwith without any financial or other liability to us whatsoever. 

    16.1.7 The Client will indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any premises, property or equipment (including that of third parties) caused by the Client, or their agents or employees. 

    16.1.8 In the event of a breach by us of our express obligations under these Terms and Conditions, the remedies of the Client will be limited to damages, which in any event, will not exceed the fees and expenses paid by the Client for the Services in the 12 months immediately preceding the date on which the claim arose. 

    17. Restrictive Covenants

    17.1.1 The Client will not, during the term of the Contract and for a period of 6 months from its expiry or termination, without our prior written consent, solicit, entice away, appoint in any way or cause to be employed, engaged or appointed any person who is or has been an employee, agent, director, consultant or independent contractor of ours in the provision of the Services. 

    17.1.2 Whilst the above restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if taken together they are adjudged to go beyond what is reasonable in all the circumstances for our protection but would be judged reasonable if part or parts of the wording of them were deleted or its period reduced or an area defined, they will apply with such words deleted or with such modifications as may be necessary to make it valid and effective. 

    18. Force Majeure

    Neither Party will be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action or any other event beyond the control of the Party in question. 

    19. Waiver

    The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract will constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure will not be deemed to be a waiver of any preceding or subsequent breach and will not constitute a continuing waiver. 

    20. Severance

    The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable. 

    21. Data Protection

    Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and the UK General Data Protection Regulation, and any subsequent amendments thereto. 

    22. Third Party Rights

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

    23. Notices

    23.1.1 All notices shall be in writing, addressed to the most recent address or email address notified to the other Party and shall be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. 

    23.1.2 Notices will be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid. 

    24. Law and Jurisdiction

    24.1.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) will be governed by, and construed in accordance with, the laws of England and Wales. 

    24.1.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) will fall within the jurisdiction of the courts of England and Wales.

  • 01

    Definitions and Interpretations

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

    • “Acceptance” means the acceptance of our Proposal (electronically or otherwise), and includes the acceptance of these Terms and Conditions in writing;

    • “Client” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business will be the Client in the context of this Contract;

    • “Code of Conduct” means our Code of Conduct, which will be sent to the Client upon Acceptance, with our letter of appointment;

    • “Competent Person” has the same meaning as that stated in The Management of Health and Safety at Work Regulations 1999;

    • “Contract” means the contract formed upon Acceptance by the Client as above, which will incorporate and be subject to these Terms and Conditions, together with any terms agreed in the letter of appointment which confirms the entire scope of Services to be provided;

    • “Proposal” means our proposal to carry out the Services and/or provide associated products, which unless otherwise stated, remains open for acceptance for a period of 30 days;

    • “Services” means the services to be carried out by us as detailed in our Proposal and confirmed in our letter of appointment and includes associated products;

    • “Term” means the term of this Contract as defined in clauses 2 and 10.

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

    • “we”, “us” and “our” is a reference to the Company;

    • “writing” and “written” includes emails and similar communications;

    • 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;

    • “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;

    • a clause is a reference to a clause of these Terms and Conditions;

    • A “Party” or the “Parties” refer to the parties to these Terms and Conditions.

    The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.

    Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.

  • 02

    The Contract

    The Contract is formed as soon as we receive payment, and includes the acceptance of these Terms and Conditions, which shall apply between you and us. No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.

    The Contract will be either:

    • on a one-off basis for the duration of the project (plus a 10% time allowance either side of the project programme – after which time, we will be entitled to charge for additional costs);

    • for a fixed minimum Term of 12 months; or

    • on an ongoing rolling monthly basis. The Contract duration will be outlined in our Proposal.

    • If the Services are on an ongoing rolling basis, they will continue for the minimum agreed Term and thereafter the Contract will be automatically renewed, with the exception of the price, on the same Terms and Conditions as set out in this Contract on a rolling monthly basis, unless a written notice to terminate is given by either Party in accordance with clause 10 below. We will notify the Client of any such price increase in accordance with these Terms and Conditions.

  • 03

    Documentation and Advice

    All reports, procedures and documentation we prepare will be based on information provided to us at the time by the Client and will be legally accurate as at the date of their preparation. We cannot be held liable for any delays, errors, discrepancies or any other adverse consequences where the Client has provided incorrect information or has failed to provide information necessary for us to provide our professional advice.

    We may provide an action plan for implementing our recommendations and it is the Client’s responsibility to ensure these recommendations are implemented correctly and fully.

    We may provide the Client with templates and/or checklists for documentation. These will be based on information provided to us at the time and may contain sections which the Client will need to complete. Our Code of Conduct will outline which documents the Client can or cannot change, and what the Client is entitled to do with such documents. We are not responsible for any sections completed, altered or deleted by the Client. If we have authorised the Client to make any amendments to any documentation provided by us, it is the Client’s responsibility to check the amendments made are appropriate and that the amended documentation still conforms to current UK law.

    Any documentation we may provide will be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.

  • 04

    Timescales

    Both parties agree to use all reasonable endeavours to meet any given response times as set out in our Code of Conduct. However, any such response times we may provide are done so in good faith and are estimates only. Time will not be of the essence in the performance of our Services.

    Our normal working hours are Monday – Friday, 8.30am – 5pm excluding public holidays. We are also closed between Christmas and New Year. Services or visits required outside of these times will incur additional costs.

  • 05

    Fees and Payment

    The Client agrees to pay the fees as detailed in the accepted Proposal/Invoice in accordance with these terms of payment.

    In addition, we will charge to the Client our reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.

    The Client will pay for any additional services provided by us that are not specified in the Proposal. These additional services will be charged in accordance with our current, applicable rate in effect at the time of performance, or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.

    We reserve the right to request a deposit up front before the Services commence. If so, this will be detailed in our Proposal and must be paid before any works will be carried out.

    All invoices are payable in pounds sterling by cheque, bank transfer or via our chosen recurring payment system, without set-off, withholding or deduction, strictly within 7 days from the date of invoice, unless otherwise agreed.

    All sums payable under the Contract are exclusive of VAT at the current rate or any other tax (except corporation tax), for which that Party shall be additionally liable. Any amendment to the standard VAT rate will be notified in writing and subsequent payments adjusted accordingly.

    The time of payment shall be of the essence. If the Client fails to make any payment on the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the Services, suspend any permissions granted under clauses 5.1 or 6.2 where applicable, and charge the Client interest at a rate of 5% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1995. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.

  • 06

    Client’s Responsibilities

    The Client agrees to:

    • make payments to us in accordance with clause 5;

    • provide us with any information, and assistance relating to the Services as we may reasonably require within sufficient time to enable us to perform the Services in accordance with the Contract;

    • appoint a primary contact to act as the Client’s representative to liaise with us in connection with the Services;

    • carry out any preparatory and follow up work as instructed by us; and

    • adhere to the provisions of Regulation 7 of The Management of Health and Safety at Work Regulations 1999.

    If the Client fails to meet any of the provisions of clause 6.1 above, without limiting our other rights or remedies, we shall:

    • have the right to suspend performance of the Services until the Client remedies the default (and/or terminate the Contract in accordance with clause 10.1.4.a.3 below);

    • not be held liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and

    • be entitled to claim for any costs or losses incurred by us arising directly or indirectly from the Client’s default.

  • 07

    Site Visits and Meetings

    Any site visit(s) and meeting(s) included in our Proposal will be carried out at a time agreed between us and the Client in advance. We require a minimum of 48 hours’ notice to cancel or rearrange an agreed site visit or meeting. If we do not receive the required notice, or if we are unable to gain access to a premises at which a site visit or meeting has been agreed, we reserve the right to charge an additional fee for the aborted visit.

    Our price is based on being able to complete our Services in the agreed number of hours or consecutive days over the period as detailed in the Proposal. We reserve the right to recover any costs incurred by way of delays or abortive visits, or for any other delays attributable to the Client including, but without limitation, failing to carry out agreed actions or not providing necessary information or services, or failing to give proper notice to terminate or cancel as detailed herein and these will be charged at our standard fee rates applicable at the time.

    If we have to reschedule or cancel a scheduled visit, we will contact the Client as soon as reasonably practicable to minimise disruption and will book another visit as soon as reasonably practicable.

  • 08

    Errors or Discrepancies

    The Client is responsible for the accuracy of any information submitted to us and for ensuring that the Proposal reflects their requirements. Our Proposal is based on the information provided to us at the time of its preparation. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it.

  • 09

    Variation and Amendments

    If the Client wishes to vary the services to be provided, they must notify us in writing as soon as possible. We will endeavour to make any required changes and any additional costs incurred will be invoiced to the Client.

    If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we will notify the Client immediately. We will endeavour to keep such changes to a minimum and will seek to offer the Client arrangements as close to the original as reasonably practicable in the circumstances.

    Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result will be payable in accordance with clause 5 above.

  • 10

    Termination

    Contracts on a one-off or fixed Term basis will expire at the end of the Term, unless both parties agree to extend the Term in writing. 

    As detailed in clause 2.1.3 above, ongoing Contracts will continue for an initial Term as outlined in our Proposal, and thereafter will be automatically renewed, with the exception of price, on the same Terms and Conditions as set out in this Contract on a rolling monthly basis, unless a written notice to terminate is given by either Party in accordance with this clause 10. Such notice is to be given not less than 28 days in advance and will take effect on the last day of the calendar month immediately following the calendar month in which notice is given. The Client shall remain liable for the Services, and for payment in full for that final calendar month, up to and including the date on which termination takes effect. 

    We may terminate this Contract for any reason at any time, by giving 28 days’ written notice to the Client. 

    We may terminate this Contract immediately without liability to the Client by giving written notice:

    • in the event that the Client has failed to pay the fees when required to do so and fails or refuses to do so following the expiry of a written notice from us requesting such payment within 7 days;
    • in the event of the Client committing a serious criminal offence or giving to us any false or misleading statement or making any negligent or fraudulent misrepresentation in relation to this Contract; or
    • in the event that the Client breaches any of the provisions of Regulation 7 of The Management of Health and Safety at Work Regulations 1999.

    • These Terms of Business govern the provision of all services by Rostone Operating Partners, a trading name of Awardaroo! Ltd, a company registered in England and Wales under company number 05658949, whose registered office is at 33 Kings Road, Reading, RG1 3AR. VAT registration number GB 900 9964 35.

    These Terms apply to business clients only. Please read them carefully. By accepting a Proposal you agree to be bound by them.

    1. Definitions and Interpretation

    1.1 In these Terms, the following expressions have the following meanings:

    “Acceptance” means the Client’s acceptance of a Proposal, communicated to us by email or other written communication;

    “Background IP” means all Intellectual Property Rights owned or licensed by us before the Effective Date, or developed by us independently of the Services, including the GRAX framework, the 7Ts Operating Model, the E3 Performance Standard and all associated methodologies, models, diagrams, templates, tools and know-how;

    “Business Day” means any day other than a Saturday, Sunday or public holiday in England;

    “Client” means the business named in the Proposal;

    “Confidential Information” has the meaning given in clause 11.1;

    “Contract” means the contract between us and the Client formed in accordance with clause 2;

    “Deliverables” means the reports, manuals, playbooks, models, analyses, documents and other materials we create specifically for the Client in the course of providing the Services;

    “Effective Date” means the date on which the Contract is formed under clause 2.2;

    “Fees” means the charges for the Services set out in the Proposal;

    “Intellectual Property Rights” means patents, copyright and related rights, trade marks, business names, goodwill, database rights, rights in designs, rights in computer software, rights in confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered, together with all applications for, and renewals or extensions of, such rights;

    “Proposal” means our written proposal to provide Services to the Client;

    “Services” means the services described in the Proposal;

    “Term” has the meaning given in clause 22.1; and

    “we, us and our” means Awardaroo! Ltd trading as Rostone Operating Partners, and “you”, “your” and “the Client” are to be read accordingly.

    1.2 In these Terms:

    • references to “writing” or “written” include email;
    • a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
    • words in the singular include the plural and vice versa, and a reference to one gender includes the others;
    • a reference to a clause is to a clause of these Terms;
    • any words following “including”, “in particular”, “for example” or similar are illustrative and do not limit the generality of the preceding words; and
    • headings are for convenience only and do not affect interpretation.

    2. Basis of Contract

    2.1 A Proposal is an offer by us to provide the Services. It remains open for Acceptance for 30 days from its date, unless it states otherwise or we withdraw it earlier by written notice.

    2.2 The Contract is formed at the point the Client communicates Acceptance to us by email or other written communication. An email reply confirming agreement to the Proposal constitutes Acceptance. No payment is required for the Contract to come into effect.

    2.3 The Contract comprises these Terms together with the Proposal. Where there is a conflict, the Proposal prevails on matters of scope, Fees, milestones and duration, and these Terms prevail on all other matters.

    2.4 The individual giving Acceptance warrants that they have authority to bind the Client.

    2.5 These Terms apply to the exclusion of any other terms the Client seeks to impose or incorporate, including terms contained in a purchase order, supplier onboarding pack, portal registration or similar document, unless we agree to them expressly in writing.

    2.6 Business clients only. The Client warrants that it is entering into the Contract in the course of its trade, business, craft or profession, and not as a consumer. We do not contract with consumers and the Services are not offered to individuals acting outside their business.

    2.7 Any variation to the Contract is effective only if agreed in writing by both parties in accordance with clause 9.

    3. The Services

    3.1 We will provide the Services with reasonable care and skill, in accordance with good industry practice, using personnel with appropriate qualifications and experience.

    3.2 We will use reasonable endeavours to meet any dates, timescales or response times set out in the Proposal or otherwise agreed. Such dates are estimates and time is not of the essence in the performance of the Services.

    3.3 Our normal working hours are 8.30am to 5.00pm on Business Days. We are closed between Christmas and New Year. Services required outside these hours may attract additional charges, which we will agree with the Client in advance.

    3.4 We may make minor changes to the Services that do not materially affect their nature or quality. Any other change requires agreement under clause 9.

    3.5 Deliverables will be provided in our standard formats. If the Client requires a different format or additional copies, we may agree a reasonable additional charge in advance.

    4. Scope and Limitations of Our Advice

    4.1 We provide operational, commercial and transaction-readiness consultancy. Nothing in the Services constitutes, and we do not provide:

    • legal advice;
    • tax advice or tax compliance services;
    • audit, assurance, statutory accounting or bookkeeping services;
    • regulated financial advice, investment advice, or any activity requiring authorisation under the Financial Services and Markets Act 2000; or
    • corporate finance broking, or arranging deals in investments.

    4.2 The Client should obtain independent advice from appropriately qualified and, where relevant, regulated advisers on any matter falling within clause 4.1, and before entering into any transaction.

    4.3 Where we prepare a valuation, financial model, forecast, projection or similar analysis:

    • it is an opinion or illustration based on the information available to us at the time and on stated assumptions;
    • it is not a formal valuation for statutory, tax, regulatory, dispute or litigation purposes and must not be relied on as one;
    • it is not a guarantee, representation or warranty as to the price at which any business, asset or security may be bought or sold, or as to any future outcome; and
    • actual results will differ from any forecast or projection, and those differences may be material.

    4.4 Our advice and Deliverables are based on the information the Client provides and are current as at the date of preparation. We are under no obligation to update them for subsequent events, changes in law, or information coming to light afterwards.

    4.5 Our advice and Deliverables are prepared solely for the Client and for the purposes stated. No third party may rely on them, and we accept no duty of care or liability to any third party.

    4.6 We are not responsible for implementing our recommendations. The decision whether to act on our advice, and responsibility for implementation, rests with the Client.

    4.7 Where we provide templates or checklists, they may require completion or adaptation by the Client. We are not responsible for any section the Client completes, alters or deletes, or for ensuring that material amended by the Client remains accurate, appropriate or compliant with applicable law.

    5. Client Obligations

    5.1 The Client shall:

    • pay the Fees in accordance with clause 7;
    • provide us, promptly and free of charge, with all information, documents, records, systems access and assistance we reasonably require, and ensure that such information is accurate, complete and not misleading in any material respect;
    • appoint a primary contact with authority to make, or promptly obtain, decisions on the Client’s behalf;
    • provide reasonable access to premises, systems and personnel;
    • carry out any preparatory or follow-up work we reasonably request; and
    • obtain and maintain all licences, permissions and consents required before the Services begin.

    5.2 Where our personnel attend the Client’s premises, the Client shall ensure those premises are safe, shall comply with its duties under applicable health and safety legislation, and shall notify us in advance of any site-specific rules or hazards. Our personnel will comply with the Client’s reasonable site rules while on site.

    5.3 If the Client’s failure to comply with clause 5.1 or 5.2 prevents or delays our performance, then without limiting our other rights or remedies:

    • we may suspend performance of the Services until the failure is remedied;
    • we are not liable for any resulting delay, cost or loss suffered by the Client; and
    • we may charge the Client for any costs or losses we incur as a result, at our standard rates in effect at the time.

    6. Meetings and Site Visits

    6.1 Meetings and site visits will be scheduled by agreement in advance.

    6.2 The Client shall give us at least 48 hours’ notice to cancel or reschedule a confirmed meeting or site visit. If shorter notice is given, or if we attend and cannot gain access or the Client’s representatives are unavailable, we may charge for the aborted visit at our standard rates, together with any non-recoverable travel costs.

    6.3 If we need to reschedule, we will notify the Client as soon as reasonably practicable and offer an alternative date promptly, so as to minimise disruption.

    6.4 Our Fees assume the Services can be completed within the number of days or hours, and over the period, set out in the Proposal. Where delays attributable to the Client cause us to exceed those assumptions, we may charge for the additional time at our standard rates.

    7. Fees, Expenses and Payment

    7.1 The Client shall pay the Fees set out in the Proposal.

    7.2 Unless the Proposal states otherwise:

    • retainer and other ongoing Fees are invoiced monthly in advance;
    • project Fees are invoiced on the milestones set out in the Proposal; and
    • time-based Fees are invoiced monthly in arrears.

    7.3 We may require a deposit before the Services begin. Where we do, this will be stated in the Proposal and the Services will not commence until it is paid.

    7.4 In addition to the Fees, the Client shall reimburse our reasonable travel, accommodation, subsistence and other disbursements properly incurred in providing the Services, at cost. Any single item of expenditure exceeding £250 requires the Client’s prior written approval.

    7.5 Any services outside the scope of the Proposal will be charged at our standard rates in effect at the time, or at such other rate as the parties agree in writing, and are in addition to any expenses.

    7.6 All Fees and other sums payable under the Contract are exclusive of VAT, which will be added at the prevailing rate and shown separately on our invoices.

    7.7 Invoices are payable in pounds sterling, in full and in cleared funds, by bank transfer or through our recurring payment facility, within 14 days of the date of invoice. Payment shall be made without set-off, counterclaim, deduction or withholding, except as required by law.

    7.8 Time of payment is of the essence.

    7.9 If the Client fails to pay any sum when due, then without limiting our other rights or remedies we may:

    • charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full, whether before or after judgment, together with the fixed sum compensation and reasonable recovery costs provided for under the Late Payment of Commercial Debts (Interest) Act 1998;
    • suspend the Services and any licence granted under clause 10.3 until payment is received in full; and
    • terminate the Contract in accordance with clause 22.5(a).

    7.10 We may increase our Fees:

    • on each anniversary of the Effective Date, for Contracts with a Term of 12 months or longer; and
    • on any continuation of a rolling Contract,

    in each case by giving the Client not less than 30 days’ written notice before the increase takes effect. If the Client does not wish to accept an increase, it may terminate the Contract by written notice given before the increase takes effect, and the existing Fees will continue to apply until termination.

    8. Errors in Information Provided

    8.1 Our Proposal is based on the information provided to us at the time of its preparation. The Client is responsible for the accuracy and completeness of that information, and for satisfying itself that the Proposal reflects its requirements.

    8.2 If material errors or omissions in that information later come to light which materially affect the scope, cost or duration of the Services, we will notify the Client promptly and the parties will agree a variation under clause 9. We will not adjust the Fees unilaterally.

    9. Variations

    9.1 Either party may request a change to the Services. Requests shall be made in writing.

    9.2 We will confirm in writing the effect of any requested change on the Fees, timescales and other terms. No change takes effect until both parties have agreed it in writing. Any additional Fees are payable in accordance with clause 7.

    9.3 If circumstances beyond our reasonable control require us to change the arrangements for providing the Services, we will notify the Client promptly, keep the changes to a minimum, and offer arrangements as close to the original as reasonably practicable.

    10. Intellectual Property

    10.1 Our Background IP. All Intellectual Property Rights in our Background IP remain our exclusive property. Nothing in the Contract transfers any ownership of Background IP to the Client.

    10.2 Deliverables. All Intellectual Property Rights in the Deliverables remain our property.

    10.3 Licence to the Client. Subject to payment in full of all Fees due under the Contract, we grant the Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use, copy and adapt the Deliverables, and to use our Background IP to the extent embedded in them, for the internal business purposes of the Client. This licence survives termination or expiry of the Contract.

    10.4 Limits on the licence. The licence granted in clause 10.3 does not permit the Client to:

    • sell, license, publish, distribute or otherwise make the Deliverables or our Background IP available to any third party, except as permitted by clause 10.5;
    • use our Background IP other than as embedded in the Deliverables and for the Client’s own business;
    • provide consultancy, training or advisory services to third parties using our Background IP; or
    • remove or obscure any proprietary notice, mark or attribution.

    10.5 The Client may disclose the Deliverables to its professional advisers, auditors, bankers and insurers where reasonably required for the Client’s internal business purposes, provided those recipients are subject to a duty of confidentiality and do not use the Deliverables for any other purpose.

    10.6 The Client shall not use our name, logo or trade marks without our prior written consent.

    10.7 We may use the general knowledge, skills, experience and know-how acquired in providing the Services in our other engagements, provided we do not disclose the Client’s Confidential Information.

    10.8 The Client warrants that any material it provides to us will not infringe the Intellectual Property Rights of any third party, and shall indemnify us against all losses, damages, costs and expenses arising from any claim that our use of that material in providing the Services infringes a third party’s rights.

    10.9 We may take such action as we consider appropriate to restrain or prevent infringement of our Intellectual Property Rights.

    11. Confidentiality

    11.1 In these Terms, “Confidential Information” means all information of a confidential nature disclosed by one party to the other in connection with the Contract, whether or not marked as confidential, including business plans, financial information, customer and supplier information, pricing, methodologies, technical information and the terms of the Contract.

    11.2 Each party shall keep the other’s Confidential Information confidential, shall use it only for the purposes of the Contract, and shall not disclose it except as permitted by clause 11.3.

    11.3 A party may disclose Confidential Information:

    • to its employees, officers, associates, sub-contractors and professional advisers who need to know it for the purposes of the Contract, provided that party ensures they comply with this clause 11; and
    • to the extent required by law, by a court of competent jurisdiction, or by a regulatory or governmental authority.

    11.4 Clause 11.2 does not apply to information which is or becomes publicly available other than through a breach of the Contract, was lawfully in the receiving party’s possession before disclosure, is lawfully received from a third party without restriction, or is independently developed without reference to the disclosing party’s Confidential Information.

    11.5 We will not make any submission, application or disclosure on the Client’s behalf to any third party, including tender bodies, accreditation schemes or contractor assessment schemes, without the Client’s prior written instruction.

    11.6 This clause 11 survives termination or expiry of the Contract.

    12. Data Protection

    12.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 (together, the “Data Protection Legislation”).

    12.2 The Services are not intended to involve our processing of personal data on the Client’s behalf. Each party acts as an independent controller in respect of the business contact details of the other party’s personnel which it processes for the purpose of managing the relationship, and shall process those details in accordance with its own privacy notice.

    12.3 The Client shall not provide us with personal data except where strictly necessary for the Services and agreed in advance. The Client shall anonymise or aggregate information wherever practicable before providing it to us.

    12.4 If at any point the Services require us to process personal data on the Client’s behalf, neither party shall proceed until the parties have entered into a written data processing agreement meeting the requirements of Article 28 of the UK GDPR.

    12.5 Each party shall notify the other without undue delay on becoming aware of any personal data breach affecting personal data shared under the Contract.

    13. Publicity

    13.1 We shall not identify the Client by name, use the Client’s logo, or describe the engagement in a way that identifies the Client, in any case study, testimonial, website content, proposal or marketing material, without the Client’s prior written consent.

    13.2 We may describe the engagement and any results achieved in anonymised form which does not identify the Client, including by reference to sector, size, region and outcome metrics.

    13.3 Consent given under clause 13.1 may be withdrawn on 30 days’ written notice, following which we will remove the identifying material from content under our control at the next reasonable opportunity.

    14. Status of the Parties

    14.1 We are an independent contractor. Nothing in the Contract creates any relationship of employer and employee, worker, partnership, joint venture or agency between the parties, or between the Client and any of our personnel.

    14.2 We are responsible for income tax, National Insurance contributions and all other liabilities in respect of our personnel, and shall indemnify the Client against any claim by HM Revenue & Customs arising from our failure to account for them, save to the extent such liability arises from a status determination made by the Client under clause 14.3.

    14.3 Where the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 apply to the Contract, the Client is responsible for determining our status, for issuing a Status Determination Statement with reasons, for operating any resulting client-led disagreement process, and for any deduction of tax and National Insurance required as a result. The Client shall issue any Status Determination Statement before the Services begin.

    14.4 Neither we nor our personnel are entitled to any employment benefits from the Client.

    14.5 We may provide the Services through our own personnel, associates and sub-contractors and are not obliged to provide the services of any named individual, although we will consult the Client before changing a named lead consultant.

    15. Sub-contracting and Assignment

    15.1 We may sub-contract or delegate the performance of any of our obligations, including to members of our partner network. We remain responsible for the acts and omissions of our sub-contractors as if they were our own.

    15.2 The Client may not assign, transfer, charge or sub-contract any of its rights or obligations under the Contract without our prior written consent, which will not be unreasonably withheld or delayed.

    15.3 We may assign or transfer the Contract to any group company, or in connection with a sale or reorganisation of all or part of our business, on written notice to the Client.

    16. Non-Solicitation

    16.1 Neither party shall, during the Term and for 12 months afterwards, directly or indirectly solicit or entice away, or employ or engage, any individual who has been materially involved in the provision or receipt of the Services on behalf of the other party, without that party’s prior written consent.

    16.2 Clause 16.1 does not prevent either party from employing or engaging any individual who:

    • responds to a public advertisement not specifically targeted at the other party’s personnel; or
    • approaches it on their own initiative without prior solicitation.

    16.3 The parties consider the restriction in clause 16.1 to be reasonable and necessary to protect their legitimate business interests. If any part of it is found to be unenforceable but would be enforceable if its duration or scope were reduced, it shall apply with that modification.

    17. Insurance

    17.1 We maintain professional indemnity insurance and public liability insurance with reputable insurers, at levels appropriate to the nature and scale of the Services.

    17.2 We will provide evidence of cover on the Client’s reasonable written request.

    18. Liability

    18.1 Nothing in the Contract limits or excludes either party’s liability for:

    • death or personal injury caused by negligence;
    • fraud or fraudulent misrepresentation;
    • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
    • any other liability which cannot lawfully be limited or excluded.

    18.2 Subject to clause 18.1, we are not liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

    • loss of profit;
    • loss of revenue, sales or business;
    • loss of anticipated savings;
    • loss of or damage to goodwill or reputation;
    • loss or corruption of data;
    • loss arising from any transaction failing to complete, completing on different terms, or completing at a different price or valuation; or
    • indirect or consequential loss.

    18.3 Subject to clause 18.1, our total liability to the Client in respect of all claims arising under or in connection with the Contract shall not exceed the greater of:

    • the total Fees paid and payable by the Client under the Contract; and
    • the amount actually recoverable under our professional indemnity insurance in respect of the claim.

    18.4 Subject to clause 18.1, we are not liable for any loss or damage to the extent it arises from:

    • information provided by the Client, or by a third party on the Client’s behalf, being inaccurate, incomplete or misleading, or from the Client withholding information;
    • the Client’s failure to implement our recommendations, or implementing them incorrectly or only in part;
    • the Client acting contrary to our advice, where we have drawn the relevant risks to the Client’s attention in writing;
    • any material change to the Client’s business, operations, personnel, systems or circumstances after the date of our advice which the Client has not notified to us; or
    • any use of our advice or Deliverables for a purpose other than that for which they were prepared, or after they have been amended by anyone other than us.

    18.5 The Client shall notify us in writing of any claim under the Contract within 12 months of the date on which it became, or ought reasonably to have become, aware of the circumstances giving rise to it. No claim may be brought more than two years after the date of the act or omission complained of.

    18.6 Where we are liable to the Client jointly with any third party, our liability shall be limited to the proportion of the Client’s loss which is just and equitable having regard to our relative responsibility, and shall not be increased by any inability of the Client to recover from that third party.

    18.7 The Client shall indemnify us against all losses, damages, costs and expenses we suffer arising from loss of or damage to any premises, property or equipment caused by the Client, its employees or agents.

    18.8 The Client acknowledges that the limitations in this clause 18 are reasonable having regard to the level of the Fees and the availability of insurance to both parties, and that it has had the opportunity to take independent advice on them.

    19. Anti-Bribery and Compliance

    19.1 Each party shall comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and with all applicable laws relating to modern slavery, sanctions and money laundering.

    19.2 Each party shall maintain adequate procedures designed to prevent bribery by persons associated with it, and shall promptly notify the other of any breach of this clause 19.

    19.3 Breach of this clause 19 is a material breach which is incapable of remedy for the purposes of clause 22.5(b).

    20. Conflicts of Interest

    20.1 We provide services to a number of clients, which may include businesses operating in the same sector as, or in competition with, the Client. Nothing in the Contract prevents us from doing so, subject always to our obligations under clause 11.

    20.2 We maintain procedures to identify and manage conflicts of interest. We will notify the Client promptly if we become aware of a conflict which could materially affect our ability to act in the Client’s interests, and the parties will discuss in good faith how it should be managed. If it cannot be managed to both parties’ reasonable satisfaction, either party may terminate the Contract on 30 days’ written notice.

    21. Force Majeure

    21.1 Neither party is liable for any failure or delay in performing its obligations under the Contract (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control, including act of God, fire, flood, storm, earthquake, epidemic or pandemic, war, terrorism, civil unrest, industrial action, failure of utilities, telecommunications or internet services, cyber attack, failure of a supply chain, and governmental action or restriction.

    21.2 The affected party shall notify the other as soon as reasonably practicable and use reasonable endeavours to mitigate the effect of the event.

    21.3 If the event continues for more than 30 consecutive days, either party may terminate the Contract on 14 days’ written notice, without liability other than for sums already accrued.

    22. Term and Termination

    22.1 The Contract begins on the Effective Date and continues for the term set out in the Proposal (the “Term”), which will be one of the following:

    • a one-off engagement for the duration of the project described in the Proposal, including an allowance of 10% either side of the stated programme, after which we may charge for additional time at our standard rates;
    • a fixed minimum term of 12 months; or
    • a rolling monthly term.

    22.2 A Contract under clause 22.1(a) expires on completion of the project. A Contract under clause 22.1(b) or 22.1(c) continues after its initial Term on a rolling monthly basis on the same terms, subject to any Fee increase notified under clause 7.10, until terminated in accordance with this clause 22.

    22.3 Either party may terminate a rolling Contract, or a Contract which has continued beyond its initial fixed Term, by giving not less than one calendar month’s written notice expiring at the end of a calendar month. The Client remains liable for the Fees up to and including the date on which termination takes effect.

    22.4 Neither party may terminate for convenience during a fixed minimum Term or during a one-off project, except as expressly permitted by clauses 7.10, 20.2, 21.3 or 22.5.

    22.5 Either party may terminate the Contract immediately by written notice if the other:

    • fails to pay any sum due under the Contract and does not pay it within 14 days of written notice requiring payment;
    • commits a material breach of the Contract which is not remediable, or which is remediable but which it fails to remedy within 14 days of written notice requiring it to do so;
    • becomes insolvent, is unable to pay its debts as they fall due, enters administration, liquidation, receivership or a voluntary arrangement, or has a receiver or administrative receiver appointed over any of its assets, other than for the purpose of a solvent reconstruction or amalgamation; or
    • ceases, or threatens to cease, to carry on all or a substantial part of its business.

    22.6 We may terminate the Contract immediately by written notice if the Client, or any of its directors or senior personnel, provides us with information which is materially false or misleading, or makes a fraudulent or negligent misrepresentation in relation to the Contract.

    23. Consequences of Termination

    23.1 On termination or expiry of the Contract:

    • all Fees and expenses accrued up to the termination date become immediately due and payable, and we may invoice for any Services performed but not yet invoiced;
    • any deposit or Fees paid in advance in respect of Services not yet performed will be refunded on a pro-rata basis, except where we have terminated under clause 22.5 or 22.6;
    • each party shall, at the other’s written request, return or securely destroy the other’s Confidential Information, except for copies required to be retained by law or held in routine electronic backups;
    • each party shall return any property of the other in its possession or control; and
    • the licence granted under clause 10.3 continues, provided all Fees due under the Contract have been paid in full.

    23.2 Termination or expiry does not affect any right, remedy, obligation or liability which has accrued before termination.

    23.3 Clauses 4, 10, 11, 12, 13, 14, 16, 18, 23, 24, 25, 26 and 27 survive termination or expiry, together with any other provision which by its nature is intended to survive.

    24. Notices

    24.1 Any notice given under the Contract shall be in writing and sent:

    • by email to the address most recently notified by the recipient for that purpose; or
    • by hand or by pre-paid first class post to the recipient’s registered office or last notified address.

    24.2 A notice is deemed given:

    • if sent by email, at the time of sending, provided the sender does not receive an automated message indicating non-delivery, and provided that a notice sent after 5.00pm on a Business Day, or on a day which is not a Business Day, is deemed given at 9.00am on the next Business Day;
    • if delivered by hand, on delivery; or
    • if sent by post, on the second Business Day after posting.

    24.3 Notices to us shall be sent to the email address stated in the Proposal or, if none is stated, to the address published on our website at rostoneopex.com/contact-us. No return receipt or read receipt is required for a notice to be validly given.

    24.4 This clause does not apply to the service of any proceedings or other documents in any legal action.

    25. Dispute Resolution

    25.1 If a dispute arises out of or in connection with the Contract, the parties shall first refer it to a director or equivalent senior representative of each party, who shall meet within 14 days, in person or remotely, and attempt to resolve it in good faith.

    25.2 If the dispute is not resolved within 30 days of that referral, the parties may by agreement refer it to mediation under the CEDR Model Mediation Procedure before commencing proceedings.

    25.3 Nothing in this clause prevents either party from seeking interim or injunctive relief, or from pursuing a claim for an undisputed debt.

    26. General

    26.1 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, proposals, representations and understandings relating to its subject matter. Each party acknowledges that it does not rely on any statement or representation not set out in the Contract. Marketing material, brochures and website content are illustrative only and do not form part of the Contract. Nothing in this clause limits liability for fraudulent misrepresentation.

    26.2 Authority to represent. No employee, associate or agent of ours has authority to make any representation or give any warranty concerning the Services unless confirmed by us in writing.

    26.3 Waiver. A failure or delay in exercising any right or remedy under the Contract does not constitute a waiver of that or any other right or remedy, and does not prevent or restrict its further exercise.

    26.4 Severance. If any provision of the Contract is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted. The remainder of the Contract continues in full force and effect.

    26.5 Third party rights. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

    26.6 Electronic acceptance. The Contract may be accepted electronically. Acceptance given by email under clause 2.2 has the same effect as a signed document.

    26.7 No partnership. Nothing in the Contract creates a partnership or joint venture between the parties.

    27. Governing Law and Jurisdiction

    27.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales.

    27.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

    Rostone Operating Partners is a trading name of Awardaroo! Ltd, registered in England and Wales, company number 05658949.