These Terms and Conditions apply to all Services provided by us, Impact Evolve Ltd, a company registered in England and Wales under number 14437890, whose registered address is at 29 Turbine Way, Swaffham, England, PE37 7XD (referred to as “the Company/we/us/our”).
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client/you/your” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into the Contract on behalf of a business, the individual confirms they have the authority to enter into the Contract on behalf of that business and the business will be our Client in the context of the Contract;
“Contract” means the contract formed in accordance with clause 2, which will incorporate and be subject to these Terms and Conditions, together with any special terms agreed in the Proposal;
“Introduction” means any introduction we may make to a third party purchaser, developer, supplier or other contact of ours where you work with or use that third party for your project;
“Proposal” means our proposal to carry out the Services which, unless otherwise stated, remains open for acceptance for a period of 30 days and sets out the entire scope of Services to be provided; and
“Services” means the operations consultancy, project delivery and/or any other services to be carried out by us, as detailed in the Proposal.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing/written” includes emails and similar communications;
1.2.2 a statute or a provision of a statute refers to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “Terms and Conditions” refers to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.4 a clause refers to a clause of these Terms and Conditions;
1.2.5 “party/parties” refer to the parties to these Terms and Conditions;
1.2.6 the parties include their respective employees, agents and sub-contractors.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.
1.4 Words imparting the singular number include the plural and vice versa. References to persons include corporations.
2.1 We will send you a written Proposal detailing the Services to be provided, the project phases, expected deliverables and our fees. A legally binding Contract between you and us will be formed when you accept our Proposal, either by sending us written acceptance or by sending us a purchase order. The Contract will incorporate, and be subject to, these Terms and Conditions.
2.2 No terms or conditions stipulated or referred to by you in any form whatsoever will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.3 You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal and the Services to be provided reflect your requirements. Our Proposal is based on the information provided to us at the time we prepare it and your acceptance includes acceptance of the commitments included within it. If any errors or discrepancies become evident, we reserve the right to adjust it.
2.4 The Contract will be either:
2.4.1 on a one-off basis for the duration of the project; or
2.4.2 on a retained basis, in which case the Contract term will be outlined in the accepted Proposal.
2.5 All Services will be provided during our normal working hours (Monday to Friday, 9am to 5pm). Services required outside of these hours may incur additional costs.
2.6 We will use all reasonable endeavours to complete our obligations under the Contract in a timely manner and in accordance with any agreed programme dates and deadlines, but time will not be of the essence in the performance of our Services.
3.1 For one-off projects and consultancy Services, we will provide an estimated timeframe for each of the phases and/or deliverables.
3.2 If we have quoted based on an estimated number of hours required for the Services to be carried out, and we require additional time to complete the works for any reason, we will contact you to obtain your written permission for this before proceeding.
4.1 For retained Services, we will charge a fixed weekly or monthly fee throughout the term of the Contract.
4.2 The retainer will continue in force for the initial minimum term as set out in the Proposal, and then it will automatically renew on a rolling monthly basis, unless written notice to terminate is given in accordance with clause 7.
4.3 Where we have included for a set number of hours to be provided, it is your responsibility to make use of the allocated hours each week, as they cannot be rolled over to the following week and no refunds will be provided.
4.4 We reserve the right to review our fees for retained Services periodically. We will give you no less than 60 days’ notice of any proposed price changes before such changes will take effect.
5.1 The Services we provide are collaborative and require input from you. You will need to provide us with access to your systems, platforms, programmes, data, staff and any other any information we may request, in a timely manner, to enable us to provide the Services.
5.2 We can engage with and place orders with third parties for and on your behalf following an Introduction, if you require us to do so. We may recommend preferred suppliers, contractors and consultants, however no such recommendations will be binding on you. A separate contractual relationship will be formed between you and your chosen third party and under no circumstances will we be liable for the actions or lack of actions of said other third parties.
5.3 You will be required to hold all third parties responsible for the competence and delivery of their own relevant work or services. Any and all third-party suppliers, consultants and contractors appointed to the project will be required to cooperate fully with us and to promptly provide any and all such information reasonably required by us to enable us to provide the Services.
5.4 You may reschedule a pre-arranged visit or meeting on one occasion within the project timeframe without penalty, provided you have given us a minimum of 7 days’ notice of this.
5.5 If we do not receive the required notice, if you reschedule any visit or meeting on more than one occasion, if we are unable to gain access to a site at which a visit or meeting has been arranged or if the required personnel are unavailable at the agreed time, we reserve the right to charge for the day at our standard rate, together with any expenses we have incurred as a result.
5.6 If, due to circumstances beyond our control, we have to cancel or reschedule a scheduled visit or meeting, we will notify you immediately to minimise disruption.
6.1 We will invoice you on completion of each phase of the works, or otherwise on a monthly or regular basis as set out in the Proposal.
6.2 For our audit packages and certain other Services, we may require payment of a 50% deposit before we commence work. The final 50% will be invoiced upon completion.
6.3 Where we are delayed in completing the Services through no fault of our own (if, for example, we require input from you which is not forthcoming), then we reserve the right to issue our invoice for the respective phase or deliverable. We also reserve the right to issue additional interim invoices as the works progress.
6.4 All invoices are payable in full, in pounds sterling, within 7 days from the date of invoice, without set-off, withholding or deduction.
6.5 All prices quoted are exclusive of VAT, where applicable.
6.6 If you wish to vary the Services to be provided, please notify us in writing as soon as possible. We will use all reasonable efforts to make any required changes and will invoice you for any additional costs incurred as a result.
6.7 We will charge for mileage and all other reasonable expenses incurred by us in performing the Services. You also agree to pay for any additional Services provided by us at your request that are not specified in the Contract. These additional Services will be charged in accordance with our current applicable rate in effect at the time of performance, or such other rate as may be agreed.
6.8 The time for payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above The Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue after as well as before any judgment. We will also charge for any costs we incur in attempting to recover any outstanding debt.
7.1 Subject to clause 7.4, you cannot cancel any one-off services as detailed in clause 3 after the Contract is formed. In the event of cancellation, you will be required to pay the total quoted fee, which will become immediately due and payable. Upon receipt of payment, we will hand over all works completed by us up to the date of cancellation in relation to the Contract.
7.2 You may terminate the Contract for any retained Services detailed in clause 4 after the expiry of the initial minimum term by giving us no less than 1 months’ written notice.
7.3 We may cancel or terminate the Contract at any time by giving you 7 days’ notice in writing.
7.4 Either party has the right to terminate the Contract immediately if the other party:
7.4.1 has committed a material breach of this Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so;
7.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
7.5 In the event of cancellation or termination due to your default, no refunds will be offered for payments made in advance and any remaining payments required under the Contract will become immediately due and payable.
7.6 Any and all obligations of the parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this clause 7 on a pro-rata basis.
The parties agree that they will not use any confidential information provided by the other, except to perform their obligations under the Contract. Each party will maintain the confidential information’s confidentiality and will not share it with any third party, unless so authorised by the other party in writing.
9.1 We reserve all copyright and any other intellectual property rights which exist in, or in connection with, the provision of the Services. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.
9.2 Any documentation we may provide will be in our standard format only. If you require any bespoke documentation, this will be chargeable.
9.3 We will retain ownership in all documentation and provided we have received all payments under the Contract in full, we will grant you a non-exclusive licence to use the documentation strictly by the Client named in the Proposal, solely for your internal business purposes in connection with the Services provided. Under no circumstances may it be used in any other way, or reproduced, lent, sold or otherwise circulated without our express written consent.
9.4 You warrant that any document or instruction you supply to us will not cause us to infringe any intellectual property rights of yours or any third party in the provision of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any such intellectual property rights which results from our use of your information.
10.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.
10.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract, without your prior consent. In this event, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
11.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
11.2 Except as provided in clause 11.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the Contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are expressly excluded, to the maximum extent permitted by law.
11.3 We cannot guarantee the success or outcomes of any of the Services to be provided. We will provide advice and guidance based on the brief
provided by you, however, we cannot accept responsibility for the application of such advice or guidance, or for any actions taken as a result, nor can we be held liable for any consequences should our advice not be taken.
11.4 In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, will not exceed the total fees paid by you under the Contract in the preceding 6 month period.
12.1 The Services we provide may include making Introductions to third party purchasers, developers, suppliers and other contacts. Our specific Services for each Project will be detailed in the Proposal.
12.2 Unless we expressly agree otherwise in writing, you will not, during the term of the Contract or for a period of 12 months following its termination or expiry:
12.2.1 engage with, contact or purchase any goods, materials or services directly from any third party to which we have made an Introduction to you;
12.2.2 divert, or seek to divert, any custom from us; or
12.2.3 solicit or endeavour to entice away any employee, sub-contractor, agent or other person working on our behalf.
12.3 Whilst the above restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if taken together they are adjudged to go beyond what is reasonable in all the circumstances for our protection but would be judged reasonable if part or parts of the wording of them were deleted, they shall apply with such modifications as may be necessary to make it valid and effective.
Neither party will be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond that party’s reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, pandemic, epidemic, act of terrorism or war, governmental action or any other event that is beyond the control of the party in question.
14.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018, the UK General Data Protection Regulation and any subsequent amendments to them.
14.2 If you provide us with, or allow us access to, the personal data of any other person (if, for example, you have given us access to your online shop account to help you structure it effectively), you warrant that you have obtained the permission of that other person to pass their data to us. We will only process this data in order to provide our Services under the Contract and will not use it in any other manner without consent.
14.3 For further information, please refer to our privacy policy, available on our website.
No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.
Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or 3 working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
18.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
18.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.