Terms and Conditions
TERMS AND CONDITIONS OF BUSINESS – High CI Ltd
1 Who we are and the parties
1.1 We are High CI Ltd (registered in England and Wales with company number is 15165247). Our registered address is: 2 Primrose Hill, Raunds, Wellingborough, NN9 6LY. You can contact us at: emmabint@highci.com
1.2 Any reference to ‘we’, ‘us’ or ‘our’ is to High CI Ltd and any reference to ‘you’ or ‘your’ is to the other contracting party engaging with High CI Ltd under these Terms and Conditions of Business (‘Terms’). Any reference to a ‘party’ is to us or to you (depending on the context), and any reference to the ‘parties’ is to both you and us.
1.3 These Terms together with: i) any written quote you accept from us; and ii) any written instructions from you pursuant to these Terms which we accept, form the contract between us (‘Contract’). Your continuing instructions evidence your agreement to the Contract.
1.4 These Terms supersede any previously issued terms of purchase or supply. No terms referred to, delivered with, or contained in any order confirmation or other document will form part of the Contract unless you and we agree in writing.
2 Services we provide
2.1 We will provide such continuing improvement consultancy services as you and we agree in writing (‘Services’).
2.2 The Services are based on the information you give us, so please make sure you tell us everything we need to know. The more accurate and relevant the information you give us, the better.
2.3 You must make any request for changes to the Services or any associated deliverables as soon as possible in writing. We will consider any such request promptly and tell you if we are willing to comply with the request. We will provide details of the associated likely costs and timescales. No changes will come into effect unless you and we agree to them in writing.
2.4 Unless agreed otherwise in writing, we will not have authority to enter into or conclude contracts with any person on your behalf.
MORE SIMPLY PUT: We will provide the Services that we agree with you in writing. You must tell us promptly if you want any changes to the Services, which we may but don’t have to agree to.
3 Your cooperation
3.1 You will cooperate with us in all matters relating to the Services, including providing in a timely manner, such information, material, resources or approvals as we may reasonably require, and ensure that they are accurate and complete in all material respects.
3.2 If our performance of the Services is prevented or delayed because of anything you do or fail to do (or which allow any person under your control to do or fail to do) we will:
3.2.1 not be liable for any costs, charges or losses you incur arising directly or indirectly from such prevention or delay;
3.2.2 be entitled to payment of our fees and expenses and any other agreed sums despite any such prevention or delay; and
3.2.3 be entitled to recover any additional costs, charges or losses we incur that arise directly or indirectly from such prevention or delay.
3.3 During our provision of the Services, you will not engage any other person to provide services the same as or materially similar to the Services we provide to you.
MORE SIMPLY PUT: You must act reasonably in your dealings with us and cooperate with us to help us to provide the Services to you.
4 Quotes, cancellation, charges and payment
4.1 Our written quotes are only valid for 30 days from the date of issue. After that time, we may choose to confirm the quote or to requote.
4.2 You may cancel your request for provision of the Services in writing by email to emmabint@highci.com up to 72 hours before the agreed start time, at no cost. If you cancel after that time, we may charge a reasonable fee for the work we have done up to receipt of the notice of cancellation.
4.3 You will pay us all fees and expenses and any other costs (including any deposit, staged payments or VAT) in respect of the Services in full and by the due date.
4.4 Unless we agree otherwise in writing you must pay our invoices within 7 days of receipt.
4.5 If you fail to make any payment due to us by the due date for payment (in addition to any other rights and remedies), we may suspend provision of the Services and/or may charge statutory interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
MORE SIMPLY PUT: You must pay us what you owe us when due.
5.1 We (or in some cases our licensors) own the intellectual property in the output of the Services we provide to you.
5.2 We grant you a non-exclusive right, at no further cost, to use the output for your own internal business purposes.
5.3 You must not resell or make the output available to any other person, or seek to exploit it in any way, except with our prior written consent.
5.4 You grant us a non-exclusive right, at no further cost, to use such of your intellectual property as we may reasonably require for us to provide the Services.
MORE SIMPLY PUT: We own the rights in the material we create for you. You can use it for your own purposes but must not resell it or try to exploit it in any other way.
6 Confidentiality
6.1 Each party will treat as confidential all confidential information of the other and will not use or divulge it to any person except as permitted by these Terms (or as permitted by law).
6.2 Each party may disclose the other’s confidential information to such employees, officers, representatives, contractors, sub-contractors, agents or advisers who need to know the information for the purposes of:
6.2.1 exercising rights or carrying out obligations under or in connection with the Services; or
6.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3 Each party will each ensure that such recipients comply with this clause 6.
MORE SIMPLY PUT: We must keep each other’s confidential information confidential and may only disclose it to people who need to know the information or if the law allows its disclosure.
7 Data protection
7.1 Each party will comply with its obligations under applicable data protection legislation (including the ‘UK GDPR’ and the Data Protection Act 2018).
7.2 If either party processes any personal data as defined under applicable data protection legislation on behalf of the other party in connection with the provision of the Services, it will:
7.2.1 process that personal data only in accordance with the written instructions of the other party;
7.2.2 keep the personal data confidential;
7.2.3 comply with the other party’s reasonable and lawful instructions with respect to processing the personal data;
7.2.4 assist the other party in responding to any data subject rights request and to ensure compliance with its obligations under applicable data protection legislation with respect to security, breach notifications, privacy impact assessments, and consultations with supervisory authorities or regulators;
7.2.5 notify the other party without undue delay on becoming aware of a personal data breach or communication concerning compliance with data protection legislation; and
7.2.6 at the other party’s direction, delete or return personal data and any copies to the other party on termination of the Contract unless permitted to retain such data under applicable law.
7.3 The parties will ensure that they have in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of or damage to personal data.
7.4 The parties will enter into a separate data processing agreement or such other documentation as may be necessary to comply with their obligations under applicable data protection legislation.
MORE SIMPLY PUT: We are each responsible for complying with our obligations under data protection law. We must each keep personal data confidential and must cooperate with each other about how we handle it.
8.1 The extent of each party’s liability under or in connection with the Contract (regardless of whether such liability arises in contract or tort or in any other way and whether or not caused by negligence or misrepresentation) is as set out in this clause 8.
8.2 The total aggregate liability of each party, arising under or in connection with the Contract, will not exceed a sum equivalent to the total fees you pay to us under the Contract in the 6 months immediately prior to the liability arising.
8.3 Each party will only be liable for any loss or damage it causes directly. Neither party will be liable for any loss of profit, or for any indirect, special or consequential loss.
8.4 Neither party’s liability will be limited in any way in respect of: a) death or personal injury caused by negligence; b) fraud or fraudulent misrepresentation; c) deliberate wrongdoing; or d) any (other) loss which cannot be excluded or limited by applicable law.
8.5 Nothing in this clause 8 will limit your payment obligations to us.
MORE SIMPLY PUT: If we do not comply with our obligations to each other, neither of us will automatically be entitled to compensation. If either of us has any liability to the other, in most cases the total liability will be limited to a specific amount.
9.1 Either party may terminate the Contract for any reason on giving the other party 30 days’ notice in writing.
9.2 Either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.2.1 the other party commits a material breach of the Contract (and where remediable fails to remedy that breach within 21 days of being asked to do so);
9.2.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.2.3 the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.3 We may terminate the Contract with immediate effect by giving 21 days’ written notice if you:
9.3.1 fail to pay any amount due under the Contract on the due date for payment; or
9.3.2 you undergo a change of control of your business; or
9.3.3 you act in any way which we reasonably consider to be prejudicial to our legitimate business interests (including acting in such a way as to negatively impact our reputation).
9.4 On termination or expiry of the Contract for whatever reason:
9.4.1 you must immediately pay to us all sums due, including paying promptly on demand i) any invoice subsequently issued for Services or deliverables rendered but not yet invoiced at the time of termination; and/or ii) any other sum we lawfully demand which is properly due and owing;
9.4.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract will remain in full force and effect; and
9.4.3 termination or expiry of the Contract will not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
MORE SIMPLY PUT: We can each bring the Contract to an end by notifying each other in writing giving the appropriate number of days’ notice. When the Contract comes to an end, some rights and obligations may continue.
10 General
10.1 Announcements: We may, with your prior consent (not to be unreasonably withheld or delayed), refer to you on our website or in other promotional material as someone we have worked with, including identifying you by using your logo and whether we refer to you as part of a case study or testimonial or otherwise.
10.2 Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.3 Variation: No variation of the Contract will be effective unless it is expressly agreed in writing.
10.4 Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law will constitute a waiver unless expressly agreed in writing.
10.5 No partnership or agency: The parties are independent contractors and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, agency or other relationship between them.
10.6 Subcontracting: We may subcontract any or all of our rights and/or obligations under the Contract subject to your prior written consent (such consent not to be unreasonably withheld or delayed).
10.7 Events beyond a party’s control: Neither party will be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
10.8 Notices: Any notice or other communication given to a party under or in connection with the Contract must be sent by email to the email address of the main contact for the relevant party. The provisions of this clause do not apply to the service of any proceedings or other documents in any legal action.
10.9 Third party rights: No one other than a party to the Contract has any right to enforce any of its terms.
10.10 Governing law and jurisdiction: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
11 Definitions and rules of interpretation
11.1 In the Contract unless the context requires otherwise: i) a clause name or other heading in the Contract is included for convenience only and will have no effect on the interpretation of the Contract; ii) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions will be construed as illustrative only and will not limit the sense of any word, phrase, term, definition or description preceding those words; and iii) words in the singular include the plural and vice versa.
11.2 The front-page summary and ‘More simply put’ wording is for information only. If there is any ambiguity or inconsistency between that wording and any wording in the numbered clauses, the wording in the numbered clauses will take precedence.
11.3 If there is any ambiguity or inconsistency between the wording i) in these Terms and ii) any written quote you accept, the wording in the written quote will take precedence.