Terms and conditions
of business

​1.Status

​

Any of our standard terms and conditions may be varied or excluded by an express provision in the accompanying engagement letter. By signing and returning our engagement letter you agree to be bound by these terms, as amended by it.

​

2. Billing

​

2.1 Each engagement letter sets out the charging structure that will apply to the scope of work.  Where possible we will provide a fixed fee.  If it is not possible to do so, we will agree the basis of charging and a budget. 

​

2.2 Where charges are based on a day rate, they are calculated on a 7-hour day and will include all time spent on Client meetings and meetings with third parties in connection with the scope of work, travelling time, preparing reports and correspondence. Time will be recorded in units of 10 minutes and where a full day has not been reached, time spent working on the Scope of Works will be billed pro-rata

​

2.3 B-Contagious will invoice Client monthly at the beginning of each worked month, unless otherwise agreed.  All invoices are due for payment within 21 calendar days after the invoice is received by the Client. If you have a query or a question about an invoice you should raise it at the earliest opportunity.  Interest on any undisputed sum due will be at a rate of 5% per annum above the Bank of England base rate as at the date the payment was due.

 

3. ​Additional charges

​

3.1 Where applicable, VAT will be added to our charges and to the expenses that we incur on your behalf.

​

3.2 If we are satisfied that our services are outside the scope of UK VAT, then we will not charge VAT. If you are a European business client outside the UK, we will not charge VAT provided we receive such evidence as we may reasonably require that you are operating in a business capacity.

​

3.3 We will add expenses to our fees, for example travel costs.

 

4. Data Protection

​

4.1  The Client acknowledges and agrees that B-Contagious, as part of the fulfilment of its obligations under this Agreement, processes personal data as a data processor on behalf of the Client.

​

4.2  B-Contagious shall comply with its obligations under the provisions of the Data Protection Act 2018, as updated or superceded (“DPA”) and references in this clause to "data processor" and "personal data" have the meanings defined in the DPA.

​

4.3 B-Contagious shall, and shall procure that its agents and subcontractors shall:

4.3.1     process personal data only in accordance with the Client’s instructions;

4.3.2      take reasonable technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

4.3.3      not transfer any personal data outside the United Kingdom without the Client’s prior written consent; and

4.3.4      immediately notify the Client if it receives a request from a data subject for access to that person's personal data or any complaint, notice or communication that relates directly or indirectly to the processing of personal data under this Agreement, and shall provide the Client with full co-operation and assistance in relation to any such request or complaint.

 

5. Liability

​

5.1 B-Contagious shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Engagement Letter for:

​

5.1.1 Loss of profits

5.1.2 loss of sales or business

5.1.3 loss of agreements or contracts

5.1.4 loss of anticipated savings

5.1.5 loss of or damage to goodwill

5.1.6 loss of use or corruption of software, data or information

5.1.7 any indirect of consequential loss.

 

5.2 Subject to clause 5.1, B-Contagious’ total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Engagement Letter shall be limited to a sum equal to the aggregate charges received by B-Contagious under the Engagement Letter in the 12 month period ending with the event giving rise to the liability in respect of all claims (connected or unconnected).

​

5.3 Nothing in this Clause 5 limits or excludes B-Contagious’ liability for death or personal injury caused by its negligence, or fraud, or fraudulent misrepresentation.

​

5.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions.

​

6. Termination of our relationship

​

This agreement will terminate at the end of the term agreed in the Engagement Letter, or where no term is agreed, on receipt by the Client of the deliverable set out in the Engagement Letter. In addition, either party may by notice in writing to the other party terminate this agreement if either of the following events shall occur:

 

- If either party is in breach of any term, condition or provision of the Engagement Letter or these terms and conditions

- If either party, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into liquidation, shall call a meeting of the creditors, or shall have a receiver of all or any of its undertakings or assets appointed in respect of him or shall make or negotiation for any compensation or arrangement with or assignment for the benefit of his/her creditors.

​

7. Ownership of materials

​

The Client will own the copyright in any materials or reports prepared by B-Contagious on the Client’s behalf, with the exception of any material contained within a B-Contagious Assessment Report.

​

B-Contagious owns the Intellectual Property Rights in any pre-existing materials, being all documents, information and materials provided by B-Contagious relating to the Scope of Work which existed prior to the commencement of the Scope of Work. 

​

8. Confidentiality

​

8.1 B-Contagious shall maintain the confidentiality of the Client’s Confidential Information (any and all information whether in verbal, written or electronic form relating to the business, customers and finances of the Client) and shall not without the prior written consent of the Client use, disclose, copy or modify the Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations and the Scope of Work.

​

8.2 Clause 8.1 shall not apply to information which:  

​

8.2.1      is or comes into the public domain through no fault of B-Contagious, its officers, employees, agents or contractors

8.2.2      is lawfully received by B-Contagious from a third party free of any obligation of confidence at the time of its disclosure

8.2.3      is independently developed by B-Contagious, without access to or use of such information, or

8.2.4      is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.

 

8.3 The obligations under this clause shall survive the variation, expiry or termination of this agreement for a period of five years thereafter.

 

9. Insurance

​

B-Contagious has £500,000 of liability insurance

​​

10. Use of client name

​

10.1 You consent that we may disclose that you are a client of B-Contagious Ltd and where appropriate refer to your organisation or use your trademark to identify you in our marketing materials, and those of our sister company Client Talk Limited, and in communications with clients, potential clients and intermediaries.

​

10.2 Any disclosure of our acting for you will be done in a manner that ensures that we protect the confidentiality of any work that we undertake on your behalf. In the event that we wish to use you as a reference and disclose an item of work that we have undertaken, we will first obtain your express written consent.

​

11. Exclusion of the rights of third parties

​

Unless expressly provided in the terms of our engagement letter, none of these terms are enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

​

12. Governing law and jurisdiction

​

These terms are governed by the laws of England and Wales and any dispute arising out of them will be subject to the exclusive jurisdiction of the English courts.