Except to the extent expressly provided otherwise, in these Terms and Conditions:
- “Agreement” means each agreement signed between the Customer and European Business Advisory Ltd.;
- “Customer” means the person or entity identified as such in the Project;
- “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
- “Party” means the Customer or European Business Advisory Ltd. (as appropriate) and “Parties” shall mean both of them;
- “Services” means any of the activities carried out by European Business Advisory Ltd. on behalf of the Customer. European Business Advisory Ltd. may sometimes require the assistance of agents when providing the above mentioned services.
2.1. Both parties undertake that they shall at all times during the continuance of the Agreement and for 3 (three) years after its termination: (a) keep confidential all Confidential Information; (b) not disclose any Confidential Information to any other party; (c) not use any Confidential Information for any purpose other than as contemplated by this Terms and Conditions; (d) not make any copies of, record in any way or part with possession of any Confidential Information; and (e) ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 2.
2.2. Either Party may disclose any Confidential Information to any governmental or other authority or regulatory body as required by law.
2.3. Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
2.4. The provisions of this Clause 2 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
An Agreement under these Terms and Conditions shall continue in force until all the Services have been completed; and all the deliverables have been delivered; and all the fees have been paid in cleared funds, upon which it will terminate automatically, subject to termination in accordance with Clause 11.
4.1. EBA shall provide the Services to the Customer in accordance with these Terms and Conditions.
4.2. EBA shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in EBA’s industry.
5.1. EBA shall deliver the deliverables to the Customer.
5.2. EBA shall use reasonable endeavours to ensure that the deliverables are delivered to the Customer in accordance with the timetable set out in the Agreement.
5.3. EBA warrants to the Customer that the deliverables and the use of the deliverables by the Customer in accordance with these Terms and Conditions will not: (i) breach the provisions of any law, statute or regulation; (ii) infringe any third party’s Intellectual Property Rights; or (iii) give rise to any cause of action against the Customer, in any jurisdiction and under any applicable law.
6.1. EBA shall deliver the deliverables to the Customer after the receipt of the contract duly signed by the Customer and after the advance payment is fully paid, if required by the Agreement.
7.1. The Customer shall pay the fees to EBA in accordance with these Terms and Conditions.
7.2. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added if due to those amounts and payable by the Customer to EBA.
8.1. EBA shall issue invoices for the Charges to the Customer on or after the invoicing dates set out in the Agreement.
8.2. The Customer shall pay the Charges to EBA as set out in the Agreement.
8.3. The Customer shall pay the Charges using such payment details as are notified by EBA to the Customer from time to time.
8.4. If the Customer does not pay any amount properly due to EBA under these Terms and Conditions, EBA may: (a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or (b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
9.1. EBA warrants to the Customer that: (a) EBA has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions; (b) EBA will comply with all applicable legal and regulatory requirements applying to the exercise of EBA’s rights and the fulfilment of EBA’s obligations under these Terms and Conditions; and (c) EBA has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
9.2. The Customer warrants to EBA that it has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under that contract.
9.3. All of the Parties’ warranties and representations in respect of the subject matter of a contract under these Terms and Conditions are expressly set out in these Terms and Conditions. Subject to Clause 10.1, no other warranties or representations will be implied into that contract and no other warranties or representations relating to the subject matter of that Agreement will be implied into any other Agreement.
10. Limitations and exclusions of liability
10.1. Nothing in a contract under these Terms and Conditions will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.
10.2. The limitations and exclusions of liability set out in this Clause 10 and elsewhere in a contract under these Terms and Conditions: (a) are subject to Clause 10.1; and (b) govern all liabilities arising under that contract or relating to the subject matter of that contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in that contract.
10.3. EBA shall not be liable to the Customer in respect of any loss of profits or anticipated savings, and in respect of any loss of revenue or income, and in respect of any loss of use or production, and in respect of any loss of business, contracts or opportunities, and in respect of any special, indirect or consequential loss or damage.
11.1. Unless the Agreement states otherwise, either Party may terminate a contract under these Terms and Conditions by giving to the other Party at least 30 days’ written notice of termination.
11.2. Either Party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other Party if the other Party commits a material breach of these Terms and Conditions.
11.3. Either Party may terminate an Agreement under these Terms and Conditions immediately by giving written notice of termination to the other Party if: (a) the other Party: is dissolved or ceases to conduct all (or substantially all) of its business, or is or becomes unable to pay its debts as they fall due or is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors, or (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other Party, or (c) an order is made for the winding up of the other Party, or the other Party passes a resolution for its winding up other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other Party under that Agreement.
12. Effects of termination
12.1. Upon the termination of an Agreement under these Terms and Conditions, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect: Clauses 1, 2, 8.2, 8.3, 8.4, 10, 12 and 14.
12.2. The termination of an Agreement under these Terms and Conditions shall not affect the accrued rights of either Party.
13.1. EBA may subcontract any of its obligations under an Agreement under these Terms and Conditions.
13.2. EBA shall remain responsible to the Customer for the performance of any subcontracted obligations.
14.1. No breach of any provision of an Agreement under these Terms and Conditions shall be waived except with the express written consent of the Party not in breach.
14.2. If any provision of an Agreement under these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of that Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).
14.3. An Agreement under these Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the Parties.
14.4. Neither Party may without the prior written consent of the other Party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
14.5. An Agreement under these Terms and Conditions is made for the benefit of the Parties, and is not intended to benefit any third Party or be enforceable by any third Party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to an Agreement under these Terms and Conditions are not subject to the consent of any third Party.
14.6. Subject to Clause 10.1, an Agreement together with these Terms and Conditions, shall constitute the entire agreement between the Parties in relation to the subject matter of a project, and shall supersede all previous Agreements, arrangements and understandings between the Parties in respect of that subject matter.
14.7. A contract under these Terms and Conditions shall be governed by and construed in accordance with English law.
14.8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a contract under these Terms and Conditions.
Context and overview
This Policy has been prepared by Tiitus Rebane, Esq., and approved by board/management on 23 December 2016. This Policy became operational on 2 January 2017. Its scheduled next review date is 31 December 2017.