General Terms of Business

19th July 2021

These General Terms of Business (“General Terms”) apply to the delivery of services by Selida Consulting Ltd. (“Selida”) to a client pursuant to a letter enclosing these General Terms and recording the engagement (“the Engagement Letter”).

Definitions

In this agreement, unless the context otherwise requires the following words and expressions have the following meanings:

• “Customer”, “you” – The named Customer in an Engagement Letter to which these terms are attached.
• “Business Day” – A day other than a Saturday or Sunday when the main clearing banks in London are open for a full range of business banking transactions.
• “Data Protection Legislation” – the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time.
• “Deliverables” – The outputs from the provision of the Services including those described in any Engagement Letter;
• “Engagement Letter” – A letter (or exchange of emails) agreed between Selida and the Customer specifying works to be carried out by and deliverables to be provided by Selida.
• “Engagement Team” – Collectively or individually the Selida directors, members or employees who is or are involved in the delivery of the Services.
• “Intellectual Property Rights” – All patents, copyright and related rights, trademarks, and other intellectual property rights.
• “Selida”, “we” – Selida Consulting Limited incorporated and registered in England and Wales with Selida number 12407452 whose registered office is at 63 High Street, Chislehurst, Kent BR7 5BE. 
• “Services” – The services to be provided by Selida as specified in any Engagement Letter.

1. Provision of the Services

Selida shall provide and perform the Services on the terms of this agreement and will do so:

1. in compliance with all applicable laws, regulations, codes of practice and professional standards; 
2. with reasonable skill and care;
3. in accordance with the terms of this agreement, including the timescales specified in the Engagement Letter;
4. in accordance with good professional practice.

For the avoidance of doubt, Selida controls the manner in which it delivers the contractual obligations in the Engagement Letter.  We do not provide legal services and, therefore, none of the services rendered under the Engagement Letter or any part thereof shall be deemed to be legal services.  In respect of all legal issues, you may consult with your legal advisors and act in accordance with their advice.

2. Selida’s responsibilities

3. Customer’s obligations

1. The Customer shall provide Selida with such information and access to such facilities and personnel as Selida shall reasonably require in order to provide the Services.
2. The Customer shall make such decisions and provide such instructions as Selida shall require and at the time that Selida requires to enable Selida to provide the Services.
3. The Customer acknowledges that Selida’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Customer providing necessary information, resources and access and for providing decisions and instructions at the times required by Selida.

4. Intellectual property rights

1. Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.
2. All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Customer; Selida shall have a royalty free, perpetual licence to use those rights within Selida’s own business.
3. Selida warrants to the Customer that the Deliverables will not in any way infringe the Intellectual Property Rights of any other person and Selida will indemnify the Customer and keep the Customer fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Customer might incur or suffer as a result of any breach of this warranty
4. If the indemnity in clause 4.3 is to be called upon the Customer shall:
   • promptly notify Selida in writing of the claim;
   • make no admission or settlement without Selida’s prior written consent;
   • allow Selida to have control over the conduct of the claim including any litigation; and
   • give Selida such assistance and information that Selida reasonably requires.
5. Selida shall have no liability under the indemnity in clause 4.3 where the alleged infringement arises from the Customer using the Deliverables in any manner or for any purpose other than those for which they were provided.

5. Confidentiality

1. Selida and the Customer may during the course of this agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).
2. The receiving party shall:
   • keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
   • use the Confidential Information only for the purpose for which it was provided and for no other purpose.

6. Data protection

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Selida is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
3. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Selida for the duration and purposes of this agreement.
4. Selida shall, in relation to any personal data processed in connection with the performance by Selida of its obligations under this agreement:
   1. process that personal data only for the purposes of this agreement or on the Customer’s written instructions;
   2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
   3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
   4. not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
      • The Customer or Selida has provided appropriate safeguards in relation to the transfer;
      • the data subject has enforceable rights and effective legal remedies;
      • Selida complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
      • Selida complies with the Customer’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data;
   5. assist the Customer in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   6. notify the Customer without undue delay on becoming aware of a personal data breach;
   7. at the Customer’s written direction, delete or return personal data and copies thereof to the Customer on termination of this agreement unless required by applicable law to store the personal data;
   8. maintain records and information to demonstrate its compliance with these provisions.

7. Charges and payments

1. Selida shall charge, and the Customer shall pay the amounts set out or calculated in accordance with the relevant Engagement Letter.
2. Any sums stated in this agreement (including in any Engagement Letter) are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Customer in addition.
3. The Customer shall in addition reimburse Selida for expenses including those that are specified in the relevant Engagement Letter provided they are reasonable and properly incurred.
4. Selida shall invoice the Customer on the basis set out in the relevant Engagement Letter or, if payment details are not set out, monthly in arrears.
5. The Customer shall pay all valid and properly submitted invoices within 30 days after they are received or at such other times as may be specified in the Engagement Letter.

8. Termination

Either party may terminate this agreement on notice to the other party if that other party:

1. is in material breach of any of the terms of this agreement and, where the breach is capable of being remedied, fails to remedy the breach within 14 days after being notified in writing to do so;
2. has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or ceases, or threatens to cease, trading.

9. Consequences of termination

1. On termination of this agreement for any reason and at the end of the provision of the Services, Selida shall return all property, equipment, documentation and other things provided to it by the Customer in connection with the provision of the Services.
2. Termination of this agreement or any Engagement Letter shall not affect any right or remedy which has accrued due at the time of termination.

10. Liability

1. Nothing in this agreement shall limit or exclude the liability of either party for:
   • death or personal injury caused by negligence
   • fraud or fraudulent misrepresentation; and
   • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2. Subject to clause 10.1, Selida shall have no liability to the Customer in connection with this agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.
3. Subject to clauses 10.1 and 10.2 the maximum aggregate liability of Selida to the Customer under or in connection with this agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed £10,000 unless otherwise specified within the Engagement Letter.

11. Force majeure

1. Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party.
2. If a party is affected by any circumstance or event of the type described in clause 11.1, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.

12. Personal agreement

1. This agreement is personal to Selida and the Customer and neither of them shall assign any of their rights under this agreement without the prior written consent of the other.
2. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

13. Entire agreement

This agreement (together with any Engagement Letter) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.

14. Changes, Variations and Waiver

1. If either party wishes to propose a change to the Services or any other provision of this agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.
2. This agreement may only be varied or any right under this agreement waived by a written document signed by authorised representatives of both parties.
3. If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this agreement, that will not amount to a waiver of those rights or that provision.

15. Severability

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
2. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
3. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

Governing law and jurisdiction

This agreement and everything arising in connection with it, including non-contractual matters, shall be governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.