THESE TERMS AND CONDITIONS are made on [Insert date]

BETWEEN
Action Sustainability whose registered office is at 1st Floor, 2 Angel Square, London, EC1V 1NY and whose registered number is 1510136;

and

Insert name of client (the “Client”).

  1. DEFINITIONS AND INTERPRETATIONS

    For the purposes of these Terms and Conditions the following expressions shall have the meanings given below unless the context requires otherwise:

    Confidential Information means all confidential information and activities relating to each party which is of a confidential nature or which is commercially sensitive relating to that party or a third party, including but not limited to trade secrets, databases, processes, trading details and information relating to employees and business clientsDeliverables means the documentation, hardware, software, reports, drawing, calculations recommendations and conclusions provided by Action Sustainability in respect of the ProposalFees means the fees payable by the Client to Action Sustainability for the delivery of the The fees shall be agreed in writing by both parties and shall be attached to these terms and conditions at Schedule 2.

    Intellectual Property Rights (IPR) means all registered or unregistered patents; designs, trademarks, trade names, copyright and related rights, database rights, know how, confidential information and any other similar rights anywhere in the world, including any renewals and extensions of such rights.

    Proposal means the proposal by Action Sustainability detailing the scope of work to be undertaken by Action Sustainability for the Client emailed on [Insert date] to [Insert name of client] along with these terms and conditions.

  2. TERMS AND CONDITIONS
    1. These terms and conditions will commence on the date set out in the Proposal and continue for the duration of the term as set out in the Proposal unless terminated earlier in accordance with these terms and conditions.
    2. These terms and conditions constitute the entire agreement between the parties in respect of the Proposal and replace all other terms and conditions, undertaking and agreements howsoever agreed.
    3. These terms and conditions are deemed to be accepted by the Client on the commencement of Action Sustainability undertaking the delivery of the Proposal
  3. PROPOSAL AND DELIVERABLES
    1. Action Sustainability shall deliver the Proposal.
    2. The Client shall provide Action Sustainability with all necessary documentation and information required in order for Action Sustainability to complete the Proposal within the agreed timescales.
    3. Any amendments including increases or decreases to the Proposal shall only be effective if agreed in writing by both parties.
  4. FEES AND EXPENSES
    1. The Client shall pay Action Sustainability the Fee in respect of the delivery of the Proposal.
    2. Fees are payable by the Client within 30 days of receiving an invoice.
    3. Fees stated are exclusive of VAT, expenses and disbursements.
    4. If VAT is payable then Action Sustainability shall be entitled to charge VAT payment and shall provide a supporting VAT invoice.
    5. Action Sustainability shall provide an invoice which shall state the amount due, any VAT due and detail of the Proposal of part of Proposal relating to the payment requested on the invoice.
    6. Any payment due to Action Sustainability from the Client which is not paid within 90 working days shall bear interest at the rate of 2% per annum above the base rate of the Bank of England from time to time from the date the payment was due to the date the payment is made.
    7. All reasonable expenses and disbursements occurred in the provision of provision the Proposal shall be invoiced by Action Sustainability and shall be payable by the Client
  5. INTELLECTUAL PROPERTY RIGHT
    1. Any Intellectual Property Rights owned by either party at the commencement of these Terms and Conditions shall remain the property of that party.
    2. Actions Sustainability grant to the Client a non-exclusive, royalty free, non-transferable licence to use the Intellectual Property Rights created in the Deliverables or any work produced as part of the Proposal for the sole purpose of providing the services for which the Proposal was produced for.
    3. The Client shall grant to Action sustainability a non-exclusive, royalty free, non-transferable licence to use any Intellectual Property Rights required in order for Action Sustainability to undertake and complete the Proposal.
    4. The Client shall indemnify Action Sustainability from and against any loss, cost, damage or claim which Action Sustainability incurs as a result of any claim that Action Sustainability’s use of the Clients Intellectual Property Rights infringes or allegedly infringes any third party Intellectual Property Rights.
  6. CONFIDENTIALITY
    1. Both parties undertake to keep confidential any Confidential Information obtained under or in connection with these Terms and Conditions for the duration of these Terms and Conditions and for a period of 3 years after the termination of these Terms and Conditions.
    2. Any disclosure of any Confidential Information with the exception of employees, agents and professional advisors on a need to know basis and in connection with these Terms and Conditions, is not permitted unless prior written approval has been obtained by the disclosing party.
    3. Each party shall notify the other party immediately of any disclosure or suspected disclosure of any Confidential Information and both parties shall provide all necessary assistance to the other to terminate any disclosure or misuse of any Confidential Information.
  7. LIMITATION OF LIABILITY
    1. Action Sustainability’s liability in contract, tort, negligence, or howsoever arising for any and all direct and indirect loss arising under or in connection with this Agreement shall be limited to the Fee payable under these Terms and Conditions.
  8. STAFF
    1. Neither party shall poach or entice staff from the other party to work for them.
    2. In the event that either party is interested in employing a member of the other party’s staff then they shall approach a relevant director of the employing company for approval prior to speaking to the member of staff.
    3. Except if an agreement is made in accordance with clause 8.2 if any member of Action Sustainability staff is poached or enticed within 12 months following the termination of these Terms and Conditions then the poaching party shall pay 50% of the first year’s salary of such staff member, such costs are deemed reasonable to recover costs of replacing such staff member.
  9. CANCELLATION AND TERMINATION
    1. Either party may terminate this Agreement by giving 60 days written notice to the other.
    2. In the event that the Client terminates in accordance with 9.1 then the Client shall pay in full for all work already completed and up to until the expiry of the two months’ notice period in accordance with the Proposal and shall pay for all direct costs already committed to for the purpose of delivering the Proposal.
    3. Either party may terminate immediately for a non-remedial breach by the other party.
    4. Cancellation of individual day (s) work.
      1. In the event the Client cancels one or more days at less than 60 days’ notice then the Client shall pay Action Sustainability 50% of the cost of the day(s) and if the day(s) has not be rebooked within these 60 working days by the client then the remaining 50% is payable by the client. For the avoidance of doubt if the day(s) is rebooked by the Client within 60 working days then the remaining 50% is payable on rebooking.
      2. For the avoidance of doubt any cancellation of days under clause 9.4 does not constitute a cancellation of these Terms and Conditions as set out in clause 9.1
  10. DISPUTE RESOLUTION
    1. If any dispute arises between the parties then they shall meet in good faith to proactively resolve the dispute.
    2. Any dispute which has not been resolved within 10 working days shall be escalated to an appropriate director for each party.
    3. Either party may if a dispute has remained unresolved for 30 working days commence proceeding in accordance with clause 11.
  11. GOVERNING LAW AND JURISDICTION
    1. These Terms and Conditions shall be deemed to made in accordance with English Law and shall be construed and interpreted in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.