Terms and Conditions

1. The Services

  • Plan Strategic Ltd (the Consultant) will provide the Deliverables and Consultancy Services which are agreed under the terms set out in the Proposal. These terms, including the timescale for performance, may be varied by agreement by the parties.
  • The Consultant will not subcontract or otherwise delegate all or part of its obligations hereunder without the prior written consent of its customer (the Client). Any such consent will not relieve the Consultant from any liability or obligation hereunder. The Consultant will be responsible for the acts, omissions and defaults of any subcontractor as fully as if they were the acts, omissions or defaults of the Consultant.
  • During the period of this Agreement, the Consultant may accept and perform engagements for other companies, firms or persons. For the avoidance of doubt this Agreement does not restrict the Consultant from providing Services to other companies, firms or persons

2. Confidentiality

  • Where either party discloses information (‘Disclosing Party’) to the other party (‘Receiving Party’), each party agrees that all codes, inventions, algorithms, business concepts, workflow, ideas, and all other business, technical and financial information (‘Confidential Information’) they obtain from the other in connection with the Agreement are the confidential property of the Disclosing Party. All Confidential Information included by the Consultant in the Deliverables will belong to the Client and will be treated by the Consultant as the Client’s Confidential Information. Except as authorised herein, the Receiving Party will hold it in confidence and not use it, except as permitted or required in the Agreement, or disclose any Confidential Information of the Disclosing Party, and will similarly bind its employees in writing. The Receiving Party will not be obligated under this Section 2 with respect to information the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information.
  • Except as otherwise authorised or required in furtherance of the purposes of the Agreement, promptly upon a request by the Disclosing Party at any time the Receiving Party will destroy or return to the Disclosing Party all Confidential Information of the Disclosing Party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.
  • Each party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
  • The provisions of this Section 2 will survive the termination of the Agreement for a period of three (3) years from such termination.

3. Intellectual Property

  • Upon receipt of full payment of the Consultant’s invoices, the Client will be entitled to the sole and exclusive ownership of all property and Intellectual Property Rights in the Deliverables and all work carried out by the Consultant and its subcontractors pursuant to the Proposal and the Consultant assigns with full title guarantee, all such Intellectual Property Rights by way of assignment of future rights therein, to the Client. Intellectual Property Rights means patents, trade marks, designs, copyright, database rights (in each case registered or unregistered and including applications for registration) and any other similar protected rights in any country.

4. Status

  • The Consultant’s status vis-a-vis the Client is that of an independent contractor. The Consultant is not and will not hold itself out as the Client’s agent, representative, or partner. The Consultant has no authority to enter into any contract on behalf of, or otherwise to bind, the Client.

5. Fees and Invoicing

  • Fees quoted are for the project as described in the Proposal. Any estimate or quotation of fees, not fixed by this Agreement, is valid for three months from the date it is given.
  • To the extent substantiated by Consultant and consented by Client in advance, increased fees, costs and expenses may be charged for but not limited to: changes to specification including amendment to the project, client delays, changes to the agreed timetable by the client, client corrections to information supplied by the client, and reasonable increases in charges from outside suppliers
  • The invoicing schedule is set out in the Project Summary.
  • If this Agreement involves Services for an entity existing outside the UK for Services to be rendered outside of the UK, the Client warrants that all payments to be made have been approved by the appropriate Government foreign exchange agencies and will immediately upon request supply to the Consultant evidence of such approval.

6. Payment

  • All invoices will be paid in full and without deduction within 30 days of the date of invoice. 
  • If payment is overdue the Consultant has the right (in addition to any other rights we may have) to stop all further work in connection with the project and charge interest at the rate of 2.5% per month until payment is received.  Interest will accrue on a daily basis until full settlement is made. The payment of such interest will be in full and final satisfaction of all liabilities for that delay.

7. Termination of contract

  • Our engagement will terminate on completion of the project and payment in full having been made by the Client in accordance with these terms. Our engagement may also be ended by either side giving to the other at least 30 days’ written notice of termination.
  • Should either Party be prevented, by circumstances outside its control, from performing any obligation to the other Party, or from complying with instruction from the other Party, the first Party will, at their option, be able to withdraw from their obligation and will not be under any liability to the other Party for any failure to carry out work agreed to.
  • If either Party should become insolvent or commit a breach of any obligations under this Agreement and such breach, if capable of remedy, should continue 28 days after notice requiring its remedy, the other Party may at their option terminate this Agreement.
  • Where a project is postponed or cancelled by the Client, the Consultant will be entitled to charge a fee appropriate to the amount of work carried out on the project before its cancellation. In addition the Client will be responsible for all contracts with third parties, including those related to travel, that cannot be cancelled, or refunded, and which have been entered into by the Consultant on behalf of the Client to the extent substantiated by the Consultant and consented by the Client in advance.

8. Non solicitation

  • While the Services are being performed, and for twelve months following completion or termination of the Services, the Client will not directly or indirectly solicit or hire any employees of the Consultant unless an authorised Consultant representative gives prior written approval of specific actions.

9. General

  • These conditions will be deemed to form part of any order or contract between Consultant and Client. Any conditions on the Client’s order form will not form part of any contract with the Consultant unless specifically agreed in writing.
  • Any and all disputes between the parties in connection with or arising out of this Agreement, which the parties are unable to resolve between themselves within 28 days, will be settled by arbitration.  The arbitration will be held in accordance with the arbitration rules of the International Chamber of Commerce by one or more arbitrator(s) appointed in accordance with the said rules. The arbitration award rendered by the arbitrator(s) will be final and binding upon both parties. The arbitration will be held in the English language.
  • Neither party may assign this Agreement to any third party without the consent of the other party save that the Client may assign this Agreement to any other member of its group of companies without the Consultant’s consent.
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