Terms and Conditions

1.                Introduction

These terms and conditions (the “Terms and Conditions”) apply to the engagement letter (the “Engagement Letter”) to which they are attached and the provision of the Services (as defined in that letter). In these Terms and Conditions, the “Client” means the party to whom the Engagement Letter is addressed and the “Company” means Teaki Limited (a company registered in England and Wales with registered number 12057453 and registered office at Pinehurst, 59a Winchester Road, Walton-On-Thames, Surrey, United Kingdom, KT12 2RH)

If there is any conflict or inconsistency between the contents of the main body of the Engagement Letter and these Terms and Conditions, the Engagement Letter shall take priority.

2.                Obligations of the Client

The Client shall provide to the Company promptly upon request, all information and materials which are required by the Company in order to be able to provide the Services. 

3.                Client Warranties

The Client warrants to the Company that: (i) all information provided by it (or its employees, directors, agents, advisors and/or sub-contractors) to the Company in connection with the Agreement will be accurate in all material respects; and (ii) it has the legal ability to enter into the Agreement and perform its obligations under it.

4.                Invoicing and Payment

The Company will use its reasonable endeavours to invoice the Client for fees and expenses in advance of the relevant due date(s). Any costs, expenses and/or charges that the Company is entitled to invoice will be invoiced with the final fees invoice and payable at the same time as the invoiced fees are payable.

Amounts invoiced are payable on the later of: (i) the date on which the amount is specified to be payable in Engagement Letter; and (ii) [14][30] days after receipt of the invoice.

The Client shall pay all amounts due to the Company to the bank account specified in the relevant invoice (or such other bank account as the Company notifies the Client in writing).

Without prejudice to any other right or remedy that it may have, if the Client fails to pay any amount due to the Company by the due date, the Company may charge interest on such sum from the due date for payment at a yearly rate of 1% above the base rate for the time being of Barclays Bank PLC which shall accrue on a daily basis from the due date until payment is made.

5.                Data Protection

Both parties shall comply with their respective obligations with respective to the collection, process, and storage of personal data in accordance with the provisions of current UK data protection legislation. Complete details of the Company’s data protection policies are available on the Company’s website.

6.                Confidentiality

The Client and the Company shall each keep in strict confidence all confidential information of the other (which will include, without limitation, material and/or information which relates to the business affairs, products, services, marketing strategy, developments, trade secrets and information of commercial value, know-how, personnel, customers, clients, and suppliers) subject as mentioned below.

Either party may disclose the following: (i) confidential information of the other party to its employees, officers, representatives, advisers, agents or sub-contractors who need to know such information for the purposes of carrying out its obligations under the Engagement Letter; (ii) information which becomes public other than by reason of a breach of the obligation of confidentiality above; (iii) information to the extent required by applicable law, court order or any governmental or regulatory authority; and (iv) confidential information of the other party to its professional advisers who need to know such information for the purposes of carrying out their obligations to the disclosing party.

The confidentiality provisions above shall survive the termination of the Agreement for any reason.

7.                Indemnity and Limitation of Liability

The Client will be liable for and will indemnify the Company for and in respect of all and any losses, claims, demands, damages or expenses which the Company may suffer due to or arising directly or indirectly as a result of any of: (i) the proper performance by the Company of its obligations under the Agreement; (ii) any change requested by the Client (and agreed to by the Company) to any matters set out in the Engagement Letter (including, without limitation, the times or dates of the delivery of the Services); or (iii) the negligence, act or omission, breach of contract, breach of duty, insolvency, recklessness, bad faith, wilful default or fraud of the Client, its employees, subcontractors or agents or any of them. This paragraph shall survive the termination of the Agreement for any reason.

Subject as otherwise mentioned below, the liability of the Company in contract, tort (including negligence or breach of statutory duty), or otherwise arising in connection with the Agreement is limited to the proportion of the loss or damage (including interest and costs) suffered by the Client considering the extent of its own responsibility and the contribution of any other person to the loss or damage (regardless of any contractual or other limitation of their liability, their ability to pay and/or any limitation defences available to them) and in any event the Company’s liability is limited to the sum which we are able to (and do) recover under our professional indemnity insurance. In this regard, it is confirmed that the Company maintains professional indemnity insurance in an amount of £100,000 (any claim).

Subject as otherwise mentioned below, the Company shall not be liable in relation to: (i) consequential loss, loss due to business interruption and/or loss of profits suffered by the Client; or (ii) any loss suffered by the Client due to a failure of the Company to deliver the Services in accordance with any timetable set out in the Engagement Letter, provided that the Company has used its reasonable endeavours to meet any such timetable for delivery.

Notwithstanding any other provision contained in the Agreement, neither party excludes or restricts its liability: (i) for death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; (ii) for fraud or fraudulent misrepresentation; or (iii) to the extent it is otherwise prohibited by law from excluding or restricting liability.

8.                Force Majeure

The Company shall not be liable for any failure to comply with its obligations under the Agreement to the extent that compliance is restricted impeded or prevented by circumstances beyond its reasonable control. Such circumstances shall include but shall not be limited to acts of God, war, government regulations or intervention, transport failure, disaster, epidemic, pandemic, fire, flood, strikes, labour dispute, accident, riot, civil disorder, or terrorist act directly affecting the ability of either party to perform their obligations under the Agreement. If such circumstances arise and cause a delay or failure in the performance by the Company of its obligations under the Agreement, the Company shall notify the Client of that fact. If the circumstances continue for a continuous period of more than three months, the Company may terminate the Agreement without liability to the Client.  If the Agreement is terminated pursuant to this paragraph, the Client shall only be liable to pay that proportion of the total amount which would have been payable under the Agreement (absent a termination) which is equal to the proportion of the obligations actually fulfilled by the Company in accordance with the terms and conditions of the Agreement up to the date of termination as confirmed by the Company.

9.                Sub-contracting

The Company may sub-contract performance of its obligations under the Agreement (or part thereof) to any other person, firm, corporation, or organisation PROVIDED THAT: (i) the Company shall remain liable at all times for the proper performance of the relevant obligations; and (ii) the Company shall use its reasonable endeavours to ensure that any sub-contractor is suitable to carry out the obligations sub-contracted to it. 

10.            Termination

The Company may terminate the Agreement without cause by written notice to the Client at any time. If the Company terminates pursuant to this paragraph the Client shall be entitled to request (and the Company shall be obliged to comply with the Client’s request) a refund of any amounts of fees already received by the Company from the Client less an amount which the Company estimates (in its sole discretion, but acting reasonably) to represent the amount of work carried out by the Company up to the date of termination (together with any related costs or expenses that have been incurred by the Company prior to the date of termination or that the Company will need to incur after termination in relation to the Services which were agreed to be provided (for example, but without limitation, consultancy fees)).

The Client may terminate the Agreement without cause by written notice to the Company at any time. If the Client terminates the Agreement pursuant to this paragraph, it shall be liable to pay to the Company that amount of the Fees and Expenses which the Company estimates (in its sole discretion, but acting reasonably) to represent the amount of work carried out by the Company up to the date of termination (together with any related costs or expenses that have been incurred by the Company prior to the date of termination or that the Company will need to incur after termination in relation to the Services which were agreed to be provided (for example, but without limitation, consultancy fees)).

In addition to the other rights of termination set out in the Agreement, either party may terminate the Agreement immediately by notice in writing to the other party if:

(i)            such other party fails to pay any amount due under the Agreement on the due date for payment and remains in default for more  than 7 days after being notified in writing to make such payment;

(ii)           such other party commits a breach of any of the material terms of the Agreement and fails to remedy that breach within 14 days of such other party being notified in writing of the breach;

(v)           such other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(vi)          such other party becomes insolvent or enters into liquidation or receivership or is the subject of an application for an administration order or suffers an administrative receiver to be appointed in relation to the whole or any part of its assets or makes a composition or arrangement with its creditors or suffers any judgement to be executed in relation to any of its property or assets, otherwise than for the purposes of a solvent amalgamation or reconstruction.

Termination or expiry of the Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including payment rights/obligations and/or the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

11.            General

Each party agrees that it shall not make any claim, in relation to the Agreement, against any director, agent or employee of the other party.

A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

The Agreement shall be governed by the laws of England. The Courts of England shall have full jurisdiction to resolve any disputes or claims arising under the Agreement (including any non-contractual disputes or claims).

Teaki Limited
November 2021