INSPIRED ERGONOMICS LTD
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the Specification Document, Data Protection Policy and Privacy Notice,
1.2 “Customer” means the Organisation or Individual who purchases Services from the Supplier,
1.3 “Organisation” means a business, company or client,
1.4 “Individual” means a unique or single person,
1.5 “Purchase Order” means a document issued by the Supplier to the Customer, indicating the type, quantity, and agreed price for the agreed Services.
1.6 “Materials” means any documents, data or other information whatsoever, provided by the Supplier to the Customer,
1.7 “Party/Parties” means either the Customer or the Supplier,
1.8 “Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising relevant to the Supplier, and, in each case:
a. whether registered or not;
b. including any applications to protect or register such rights;
c. including all renewals and extensions of such rights or applications;
d. whether vested, contingent or future; and
e. wherever existing
1.9 “Services” means work provided by the Supplier, as outlined in the Specification Document.
1.10 “Package Service” means a selection of Services purchased at the same time, as detailed in the Specification Document,
1.11 “Specification Document” means a statement of work, proposal, quotation, or other similar document describing the Services to be provided by the Supplier,
1.12 Confidential Information” means all information of a confidential nature disclosed in whatever form by a party (Disclosing Party) or its employees, officers, advisers, agents or representatives (Representatives) to the other party (Receiving Party) or is Representatives, and includes:
a. All know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind;
b. all information produced or developed in the performance of this Agreement;
c. all information agreed to be, or marked as, confidential; and
Confidential information shall not include:
a. any information that was known to the Receiving Party before that information was imparted by the Disclosing Party;
b. any information that is in or subsequently comes into the public domain (through no fault of the Receiving Party);
c. any information that is received by the Receiving Party without restriction on disclosure or use from a Third Party lawfully entitled to make the disclosure to the Receiving Party without such restrictions;
d. any information that the parties agree is not confidential
1.13 “Supplier” means Inspired Ergonomics (trading as Inspired Ergonomics Ltd) of 85 Great Portland Street, London, W1W 7LTs
1.14 “Term” has the meaning ascribed to it in clause 2.1
1.15 “Commencement Date” means date on which the Agreement was entered into between the Parties.
2. GENERAL
2.1 The Term of the Agreement shall be one year, unless otherwise agreed in the Specification Document.
2.2. The Agreement will be renewed automatically on each anniversary of the Commencement Date, unless otherwise agreed in the Specification Document.
2.3 The Supplier shall submit to the Customer a Specification Document which shall detail the Services to be supplied and the price payable.
2.4 The Supplier shall use all reasonable endeavours to complete the Services within estimated time frames, but time shall not be of the essence in the performance of the Services.
2.5 The Supplier shall perform the Services with all reasonable care and skill expected of a trained ergonomist offering the same or substantially similar services.
2.6 The Customer will ensure the Supplier can provide the Services by providing any information, consents, permissions and allowing access to buildings, staff and data as required.
2.7 The Supplier may, in addition to its own employees, engage subcontractors to provide all or part of the Services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.
3. FEES AND PAYMENT
3.1 The Supplier shall invoice as below unless otherwise agreed in writing:
3.1.1 In advance of Services being provided when a Package Service, yearly licence fee or ad hoc Service has been agreed
3.1.2 On the last working day of each month for the regular provision of Services and any additional fees and expenses
3.2 All prices quoted for Services are exclusive of VAT and all other indirect taxes, duties and levies, which must be paid by the Customer.
3.3 Invoices shall be due 30 days from the date of the issued invoice
3.4 The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at a rate of 3.00% per annum above the base rate of the Bank of England.
3.5 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing and sending the Purchase Order to the Supplier without delay and before the Services are provided. If a Purchase Order is not received before the Services are provided, the Customer agrees to provide the Purchase Order as soon as reasonably practicable.
3.6 The Supplier is entitled to be paid for any invoice supplied to the Customer without the Purchase Order number.
3.7 Prices are subject to change unless there is an agreed fixed cost period detailed in the Specification Document. Prices will not be changed more than once in a calendar year and the Customer will be informed in writing a minimum of 30 days prior to any change coming into effect.
3.8 If the Supplier provides a Service exceeding the scope of the originally agreed Service at the Customer’s request, or due to the identified needs during Service delivery, the Supplier reserves the right to charge for the additional Service provided at the applicable rate. Any such charges will be communicated to the Client in advance where possible.
4. ADDITIONAL FEES AND EXPENSES
4.1 The Supplier retains the right to charge additional fees for further Services when required by the Customer during the provision of the agreed Services.
4.2 The Supplier retains the right to pass on expenses for any reasonable purchases in the execution of the provision of Services, such as equipment, printing, delivery costs, courier services and other similar purchases. Where these additional expenses are to be incurred, the Supplier will inform the Customer in writing with as much notice as possible.
4.3 Travel costs – Supplier retains the right to pass on expenses for any required travel relating solely and exclusively to the provision of the Services. Expenses, as outlined below, will be incurred for travel to any site that is located outside of a 25-mile radius from the Supplier’s head office in Paddington, London. Travel distance will be calculated based on the most practical driving route using Google Maps from the employee or sub-contractor’s home location (starting point) to the location of the provision of Services. For travel to sites located within a 25-mile radius from the Supplier’s head office in Paddington, London, no travel costs will be passed on to the Customer, regardless of the starting point.
4.3.1 Public transport – Where possible, travel will be via public transport and all costs will be passed on directly to the Customer. This includes but is not limited to the cost of buses, coaches, underground, train or tram. Standard class travel will be used, unless otherwise agreed.
4.3.2 Taxi – If a taxi is required, due to the timing, location or the equipment needed for the provision of Services, the full cost will be passed on directly to the Customer
4.3.3 Mileage – Where public transport is not deemed suitable, due to the timing or location of the provision of Services, or the requirement for equipment, mileage from the starting point to the provision of Services location will be charged at 45p per mile.
4.3.4 Parking – All parking costs will be passed on to the Customer.
4.3.5 Tolls – Where tolls are incurred, the full cost will be passed on to the Customer.
4.3.6 Airfare – Where a flight is required to provide Services, the ticket will be purchased with as much notice as possible. Standard class travel will be used and baggage costs will be included, where required.
4.3.7 Rental Car – Where a rental car is required, the most economical car rental company located in the destination airport or other transport terminal, shall be booked. The cost of the rental, insurance, mileage and fuel will be passed on to the Customer. Regular, rather than premium, fuel will be used.
4.3.8 Visas or other legal costs – Where a Visa is required, the full cost of the Visa and any services to organise it will be passed on to the Customer.
4.4 Accommodation – When accommodation is required, due to timing or location of Service provision, the cost of a hotel will be passed on to the Customer. The hotel should have a rating of at least three stars where possible and be in a safe location that is easily accessible. Where long-term lodging is required, accommodation with cooking facilities may be required. This will be discussed with the Customer in advance of booking.
4.5 Sustenance – Where an overnight stay is required due to the timing or location of the provision of Services, the Supplier reserves the right to pass on charges for sustenance. The Customer will be informed of expected charges in writing at the time of booking the Service. The Supplier will not seek reimbursement for any alcoholic drinks. The Supplier will charge up to the following amounts:
4.5.1 Breakfast – £10
4.5.2 Lunch – £15
4.5.3 Evening meal – £25
5. INDEMNIFICATION
5.1 E Each Party shall indemnify the other against all claims, costs and expenses which are caused directly and exclusively by the defaulting Party’s breach of any of its obligations under this Agreement.
5.2 The Supplier shall maintain in force during the provision of the Services and (in the case of professional indemnity insurance cover and public liability insurance cover) for one year after the completion of the provision of the Services full and comprehensive insurance policies for professional indemnity insurance cover, and public liability insurance cover with a reputable insurance Supplier.
6. LIMITATION OF LIABILITY
6.1 The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 6
6.2 The parties total liability (whether in contract, tort (including negligence), or otherwise) in respect of all claims (excluding any breach of data protection), losses and damages arising under this Agreement shall not exceed the sum paid for the Services.
6.3 The parties agree the total liability for any and all claims, losses, damages, costs and expenses arising out of or in connection with any breach of data protection laws shall not exceed £2,000,000.
6.4 The Supplier shall not be liable to the Customer for any consequential, indirect or special loss.
6.5 The parties agree that the limitations on liability in this Agreement are reasonable given their respective commercial positions and ability to purchase relevant insurance in respect of risks under this Agreement.
6.6 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
6.6.1 death or personal injury caused by negligence;
6.6.2 fraud or fraudulent misrepresentation;
6.6.3 any other losses which cannot be excluded or limited by applicable law.
7. TERMINATION
7.1 The Supplier may terminate the Agreement at any time for any reason by providing the Customer with a period of three months’ written notice.
7.2 The Customer may terminate the Agreement after the first anniversary of the Commencement Date by providing three months’ written notice to the Supplier. If no notice is given, the Agreement will be renewed with an updated Specification Document.
7.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:
i. the other party commits a material breach of this Agreement, and such breach is not remediable; or
ii. the other party commits a material breach of this Agreement which is not remedied within 30 days of receiving written notice of such breach.
7.4 Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:
i. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
ii. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
iii. has a resolution passed for its winding up;
iv. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
v. has a freezing order made against it;
vi. [v] shall not apply to any legal proceeding or other formal procedure or step (including any winding-up petition) which is being contested in good faith or which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
7.5 If a Party becomes aware that any event has occurred, or circumstances exist, which may entitle the other Party to terminate this Agreement under this clause 7, it shall immediately notify the other party in writing.
7.6 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either Party at any time up to the date of termination.
7.7 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Specification Document/s, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days, or as per the Specification Document/s, whichever is greater, written notice the full amount of the services contracted for as set out in the Specification Document/s, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
7.8 The Supplier may suspend its Services if an invoice is unpaid for two months or more. The Supplier may terminate the Contract without further notice in the event of persistent late payment or two or more invoices are outstanding beyond their due dates (either event being a Breach). All sums payable to the Supplier under the Contract will become due immediately on its termination. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
7.9 The Supplier reserves the right to terminate this Agreement with immediate effect if it has reasonable grounds to suspect misuse of its services, products, or any provisions outlined in this Agreement by the Customer.
8. CANCELLATION
8.1 For booked Services that constitute a half or full day’s work, the Customer shall notify the Supplier of a cancellation no later than five working days before the scheduled date, otherwise the full fee will apply.
8.2 For all other Services, such as individual assessments, workshops or meetings, the Customer shall notify the Supplier of a cancellation no later than 2 working days before the scheduled date, otherwise the full fee will apply.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
9.2 The Supplier retains all intellectual property rights in any Materials delivered or used by it in the performance of the Services.
9.3 The Customer shall not use, promote, distribute, or share the Materials otherwise than in connection with the Services.
9.4 The Customer shall procure the return of the Materials to the Supplier upon request following any termination of the Agreement, where applicable.
9.5 All intellectual property rights in any documents, materials, data or other information whatsoever provided by the Customer to the Supplier (the “Customer’s Materials”) will remain with the Customer.
10. FORCE MAJEURE
10.1 Neither Party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, pandemics, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the Party shall be entitled to a reasonable extension of its obligations after notifying the other Party of the nature and extent of such events.
11. NO PARTNERSHIP OR AGENCY
11.1 The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
12. ASSIGNMENTS
12.1 Neither party shall be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the other party.
13. DATA PROTECTION
In accordance with our data protection policy:
13.1 The Parties acknowledge that for the performance of this Agreement, both Parties are data
controllers in their own right and each party shall comply with its respective obligations under the Applicable laws.
13.2 Notwithstanding legislative territorial scope, both parties shall ensure appropriate technical and organisational measures are in place via the applicable legal frameworks (e.g. UK IDTA, EU SCCs and Addendum, BCRs etc.) and appropriate data sharing or data processing agreements in order to protect against unauthorised or unlawful processing of personal data or accidental loss of, destruction of or damage to the data.
13.3 Each party shall:
13.3.1 Keep confidential any information that is confidential in nature concerning the other party (including (to the extent confidential) any details of its business, affairs, customers, clients, suppliers, plans or strategy) which is provided or made available by the other party to the Receiving Party under or in connection with this Agreement; and
13.3.2 not use, or disclose to any person, the other party’s Confidential Information, except as permitted by clause 13.4
13.4 The Receiving Party may:
13.4.1 Subject to clause 13.3 disclose any Confidential Information to any of its employees, officers, representatives, subcontractors or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that the Receiving Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause [13.4.1] as if it were the Receiving Party;
13.4.2 Disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
13.4.3 Subject to clause [13.3], use Confidential Information only to the extent reasonably necessary to perform its obligations under this Agreement.
13.4.4 Each party recognises that any breach or threatened breach of this clause [13.4.4] may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
13.4.5 This clause [13.4.5] shall bind the parties during the term of the Agreement and following termination of this Agreement.
13.5 Where the Services require a Customer to provide data to the Supplier, the Customer shall, if they provide it, be solely responsible for its accuracy and completeness.
14. SEVERABILITY
14.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed, and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
15. WAIVER
15.1 The failure by either Party to enforce at any time or for any period terms within the Agreement shall not be a waiver of them or of the right at any time subsequently to enforce the Agreement.
15.2 No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
16. NOTICES
16.1 Any notice to be given by either Party to the other may be served by email, fax, personal service or by post to the address of the other Party given in the Specification Document or such other address as such Party may from time to time have communicated to the other in writing.
16.1.1 If sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent.
16.1.2 If sent by fax, shall be deemed to be served on receipt of an error free transmission report.
16.1.3 If given by letter shall be deemed to have been served at the time at which the letter was delivered personally.
16.1.4 If sent by post it shall be deemed to have been delivered in the ordinary course of post.
17. VARIATION
17.1 No variation of the Agreement shall be valid or effective unless it is in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each Party.
18. ENTIRE AGREEMENT
18.1 This Agreement contains the entire agreement between the Parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
19. THIRD PARTY RIGHTS
19.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20. GOVERNING LAW AND JURISDICTION
20.1 All Agreements shall be governed by and construed in accordance with the laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the English courts. Insofar as any of the Services are delivered or received in a country other than England or Wales, such delivery or receipt shall be deemed to have occurred in England or Wales.
2025 March v1
