Terms of Service

These terms govern the way we deliver our services.

By agreeing to contract us to provide professional services, you confirm that you have read and understood our terms and conditions.

(1) Cloud Maitre Media Ltd, a company incorporated and registered in England with company number 10691557, whose registered office is at 4th Floor, Silverstream House, 45 Fitzroy Street, Fitzrovia, London W1T 6EB (Consultant Company).

TERMS

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply to our terms.

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information relating to the business affairs of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant Company or the Individuals use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant Company or the Individual on the computer systems or other electronic equipment of the Client, the Consultant Company or the Individual during the Engagement.

Service Start Date: The date of the acceptance signature on the contract or the payment of services date, shall be the start of contracted services.

Confidential Information: means confidential information and trade secrets (including, without limitation, technical data and know-how), in whatever form and howsoever held, relating to the business, products, affairs and finances of a Party or of any of its existing or potential clients, customers, investors, agents, suppliers, resellers, partners, distributors, shareholders or management (including information which the Sub-contractor develops, creates, receives or obtains), whether or not such information is marked confidential, including in particular (by way of example only and without limitation):

• information relating to the Party's products/services and product/service/design lines (actual or proposed), industry knowledge and research, processes and strategies;
• information relating to customers, potential customers, investors, potential investors, suppliers, potential suppliers, resellers and potential resellers and their contact details;
• information relating to the Party's business affairs including operating and financial information;
• confidential details of, and personal data or sensitive personal data relating to employees, workers, consultants and officers;

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

Deliverable: any outputs of the Services and any other documents or materials provided by the Consultant Company to the Client as specified in Schedule

Engagement: the engagement of the Consultant Company by the Client on the terms of this agreement.

Individual: Trudy Burton

Services: the services described in Schedule.

Substitute: a substitute for the Individual appointed under the terms of clause 3.2.

Termination Date: the date of termination of this agreement, howsoever arising. 

UK Data Protection Legislation: any data protection legislation from time to time in

force in the UK including the Data Protection Act 2018 or any successor legislation.

Works: means any materials, works, processes, code (including source code), data, commercial information or Confidential Information, reports, or other output created by the Consultant Company or theIndividual in any way affecting or relating to the business of the Company prepared by the Consultant Company in connection with the provision of the Services.

1.2 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

2. TERM OF ENGAGEMENT

2.1 The Client shall engage the Consultant Company and the Consultant Company shall make available to the Client the Individual to provide the Services on the terms of this agreement.

2.2 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:

(a) until the Services have been provided, or

(b) as provided by the terms of this agreement and any addendums to this agreement.

3. DUTIES AND OBLIGATIONS

3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall

procure that the Individual shall:

(a) provide the Services, including the Deliverables, with all due care, skill and ability and use its or their best endeavours to promote the interests of the Client;

(b) ensure that the Deliverables conform in all respects with, and are achieved by any deadlines specified in, Schedule and that the Deliverables shall be fit for any purpose expressly or implicitly made known to the Consultant Company by the Client; and

(c) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services, including the Deliverables, or the Business of the Client.

3.2 If the Individual is unable to provide the Services due to illness or injury, the Consultant

Company shall advise the Client of that fact as soon as reasonably practicable.

3.3 The Consultant Company may, subject to the following proviso, appoint a qualified and skilled Substitute to perform the Services instead of the Individual, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. If the Client accepts the Substitute, the Consultant Company shall continue to invoice the Client in accordance with clause 5 and shall be responsible for the remuneration of the Substitute.

3.4 If a Substitute is appointed, the provisions relating to sub-processor obligations in clause 9 will apply.

3.5 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.

3.6 Unless it or they have been specifically authorised to do so by the Client in writing:

(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; and

(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.

3.7 The Consultant Company shall, and shall procure that the Individual shall, comply with

all reasonable standards of safety and comply with the Client’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.

3.8 The Consultant Company shall procure that the Individual shall comply with the Client's policies on social media, use of information and communication systems, antiharassment and bullying, no smoking and equal opportunities.

3.9 The Consultant Company undertakes to the Client that during the Engagement it shall,

and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any business opportunities as soon as practicable after the same shall have come to its or their knowledge and, in any event, before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party.

3.10 The Consultant Company may use a third party to perform any administrative, clerical

or secretarial functions which are reasonably incidental to the provision of the Services

provided that:

(a) the Client will not be liable to bear the cost of such functions; and

(b) at the Client’s request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.

3.11 The Consultant Company shall, and shall procure that, the Individual shall comply with

all applicable laws, regulations, codes and sanctions relating to anti-bribery and anticorruption

including but not limited to the requirements of the Bribery Act 2010.

Failure to comply with this clause 3.11 shall be trated as a material breach and may result in the immediate termination of this agreement.

4. EQUIPMENT

4.1 The Consultant Company shall provide all materials and equipment to the Individual

in order to provide the agreed services.

5. FEES

5.1 The Client shall pay the Consultant Company the fees set out in the line items in the project estimate or on the digital payment page, following the receipt of appropriate invoices from the Consultant Company, in each case giving details of the Services provided, the deliverable achieved to the satisfaction of the Client in accordance with Schedule, relevant dates and the amount of the fee payable (plus VAT, if applicable) for the achievement of the Deliverable:

The Consultant Company shall submit periodic invoices throughout the duration of the project, in advance of the work starting.

5.2 In consideration of the provision of the Services, and subject to clause 5.3, the Client shall pay each undisputed invoice submitted by the Consultant Company in accordance with clause 5.1, within 30 days of receipt.

5.3 The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant Company any sums that the Consultant Company or the Individual may owe to the Client at any time.

5.4 Payment in full or in part of the fees claimed under clause 5.1 shall be without prejudice to any claims or rights of the Client against the Consultant Company or the Individual in respect of the provision of the Services.

6. EXPENSES

6.1 The Consultant Company shall bear its own expenses incurred in the course of the Engagement.

6.2 If the Individual is required to travel abroad in the course of the Engagement, the Consultant Company shall be responsible for any necessary insurances, inoculations and immigration requirements.

7. OTHER ACTIVITIES

Nothing in this agreement shall prevent the Consultant Company or the Individual from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that such activity does not cause a breach of any of the Consultant Company's obligations under this agreement.

8. CONFIDENTIAL INFORMATION AND CLIENT PROPERTY

8.1 The Consultant Company acknowledges that in the course of the Engagement it and

the Individual will have access to Confidential Information and Client Property. The Consultant Company has therefore agreed to accept the restrictions in this clause 8.

8.2 The Consultant Company shall, and shall procure that the Individual shall;

(a) keep all Confidential Information and Client Property strictly confidential and will not disclose any part of it to any third party without the Client’s prior written consent;

(b) use the same degree of care to protect the Confidential Information and Client Property as it uses to protect its own confidential information and property, being at least a reasonable degree of care.

8.3 The Consultant Company shall not, and shall procure that the Individual shall not (except in the proper course of its or their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party, either directly or indirectly, (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorised by the Client or required by law; or

(b) any information which is already in, or comes into, the public domain otherwise than through the Consultant Company’s or the Individual’s unauthorised disclosure.

8.4 The Consultant Company may disclose Confidential Information to its employees, professional advisors, agents and sub-contractors (each a ‘Permitted Disclosee’) provided that the Permitted Disclosee has a need to have access to the Confidential Information for the performance of its work in relation to this Agreement and is bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information it receives.

8.5 The Confidential Information and all intellectual property rights contained in it, will remain the property of the Client and disclosure of the Confidential Information will not give the Consultant Company or Individual any rights in any part of the Confidential Information.

8.6 At any stage during the Engagement, the Consultant Company will promptly on request

return to the Client all and any Client Property in its or the Individual’s possession.

8.7 This clause 8 will continue in force after the termination (for whatever reason) of the

Agreement.

8.8 Nothing in this clause 8 shall prevent the Consultant Company (or the Individual) or

the Client (or any of its officers, employees, workers or agents) from:

(a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or

(b) doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; or

(c) whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or

(d) complying with an order from a court or tribunal to disclose or give evidence;

or

(e) making any other disclosure as required by law.

9. DATA PROTECTION

9.1 Each of the parties warrants that any personal and/or sensitive data provided by it to the other party has been fairly and lawfully obtained and that party has (to the extent relevant) complied with the General Data Protection Regulations (GDPR) and the current Data Protection Act of the United Kingdom.

9.2 To the extent that any data or information belonging to the other party is personal data, the other party will process such data only to the extent and in such a manner as is necessary for the purposes of this Agreement and in accordance with the other party’s instructions. And will not disclose or transfer the personal data to any third party, without the other party’s prior written consent.

10. INTELLECTUAL PROPERTY

10.1 The Consultant Company warrants to the Client that it has obtained from the Individual

a written and valid assignment of all existing and future Intellectual Property Rights in the Works and the Inventions and of all materials embodying such rights and a written irrevocable waiver of all the Individual’s statutory moral rights in the Works, to the fullest extent permissible by law, and that the Individual has agreed to hold on trust for the Consultant Company any such rights in which the legal title has not passed (or will not pass) to the Consultant Company. The Consultant Company agrees to provide to the Client a copy of this assignment on or before the date of this agreement.

10.2 The Consultant Company hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Consultant Company holds legal title in these rights and inventions on trust for the Client.

10.3 The Consultant Company undertakes to the Client:

(a) to notify to the Client in writing full details of all Inventions promptly on their creation;

(b) to keep confidential the details of all Inventions;

(c) whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in its or the Individual’s possession, custody or power;

(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and

(e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client, and confirms that the Individual has given written undertakings in the same terms to the Consultant Company.

10.4 The Consultant Company warrants that:

(a) it has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

(b) it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

(c) the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party, and confirms that the Individual has given written undertakings in the same terms to the Consultant Company.

10.5 This clause 10 will continue in force after the termination (for whatever reason) of the

Agreement.

11. INSURANCE AND LIABILITY

11.1 The Consultant Company shall have liability for and shall indemnify the Client for any loss, liability, or expenses arising from any breach by the Consultant Company or the Individual or any Substitute engaged by it of the terms of this agreement including any negligent act, omission or default in the provision of the Services and shall have in place liability insurance.

11.2 The Client’s total liability to the Consultant Company, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Fees paid by the Client to the Consultant Company.

11.3 Neither Party to this agreement shall have any liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement.

12. TERMINATION

12.1 Notwithstanding the provisions of clause 2.2, the Client may terminate the Engagement

with immediate effect without notice and without any liability to make any further payment to the Consultant Company (other than in respect of amounts accrued before the Termination Date) if at any time:

(a) the Consultant Company or the Individual commits any gross misconduct affecting the Business of the Client;

(b) the Consultant Company or the Individual commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client;

(i) the Engagement is determined by the Client or, subsequently, HM Revenue & Customs to be Deemed Employment;

12.2 The rights of the Client under clause 12.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant Company as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

13. OBLIGATIONS ON TERMINATION

On the Termination Date the Consultant Company shall, and shall procure that the Individual shall:

(a) immediately deliver to the Client all Client Property and original Confidential Information which is in its or their possession or under its or their control;

(b) subject to the Client's data retention guidelines, irretrievably delete any information relating to the usiness of the Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or their possession or under its or their control outside the premises of the Client. This obligation includes requiring any Substitute to delete such data

where applicable. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information and, as such, must be deleted from personal social or professional networking accounts; and

(c) provide a signed statement that it or they have complied fully with its or their obligations under this clause 13, together with such evidence of compliance as the Client may reasonably request.

14. STATUS

14.1 The relationship of the Consultant Company (and the Individual) to the Client will be

that of independent contractor and nothing in this agreement shall render it (nor the Individual) an employee, worker, agent or partner of the Client and the Consultant Company shall not hold itself out as such and shall procure that the Individual shall not hold themselves out as such.

14.2 The Consultant Company shall be fully responsible for :

(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law.

(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against the Client arising out of or in connection with the provision of the Services, except where such a claim is as a result of any act or omission of the Client.

15. GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall 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 shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).