Consultancy Services - Service Specific Additional Terms

In these Service Specific Additional Terms the following terms have the following meanings:

2.1 THE shall:

(a) perform the Services in accordance with the Contract and Applicable Law;

(b) ensure that each Consultant complies with any time requirements specified in Section 5 of the Order Form in relation to the performance of the Consultancy Services;

(c) ensure that the Consultancy Services are provided only by Consultants who have a contract of employment with THE, are in possession of all and any necessary work and other permits and are suitably skilled to perform the Consultancy Services;

(d) when on any of the Client's sites comply with the health, safety and security policies and procedures from time to time in force at those sites, provided THE has been informed of such policies and procedures in advance in writing, and

(e) if and when accessing any of the Client's IT systems (either directly or remotely) comply with all reasonable standards of IT security and with the IT policies and procedures from time to time in force in respect of such IT systems, provided THE has been informed of such policies and procedures in advance and in writing.

2.2 If a Consultant specified in Section 5 of the Order Form is unable to provide the Consultancy Services, THE shall inform the Client as soon as reasonably practicable and shall use reasonable endeavours to provide a Substitute in accordance with Paragraph 2.4.

2.3 If the Client, acting reasonably, requires THE to replace a Consultant, the Client shall notify THE in writing of that fact, stating the grounds for its dissatisfaction with the relevant Consultant and THE shall use reasonable endeavours to provide a Substitute in accordance with Paragraph 2.4.

2.4 THE may at any time, upon giving written notice to the Client, appoint a suitably skilled substitute (a "Substitute") to perform the Consultancy Services provided that:

(a) THE shall procure that the Substitute complies with the terms of the Contract applicable to Consultants; and

(b) THE shall not make any additional charge for any work that is performed by a Consultant and then again by the Substitute (or vice versa) except for where the Client has requested a Substitute in accordance with Paragraph 2.3.

2.5 For the avoidance of doubt, where a Substitute has been appointed, all provisions relating to Consultants shall be deemed to apply to the Substitute.

3.1 The Client shall:

(a) co-operate with THE in all matter relating to the Consultancy Services, including providing prompt responses to all requests for information, feedback and approvals;

(b) provide, for THE, its Consultants and Substitutes, in a timely manner and at no charge, access to the Client Assets, the Client's systems and data (where reasonably required) and Client Materials as reasonably required by THE and use all reasonable endeavours to ensure that access is uninterrupted;

(c) provide to THE and any Consultant and/or Substitute in a timely manner all Client Materials (whether owned by the Client or third party) reasonably required by THE in connection with the Consultancy Services and ensure that they are accurate and complete in all material respects;

(d) make available to THE, its Consultant and/or Substitute the Client personnel required by THE for the performance of the Consultancy Services (including for meetings, interviews and other engagement as is reasonably requested by or on behalf of THE);

(e) inform THE of all health and safety and security requirements that apply at in relation to the Client Assets; and

(f) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable THE to provide the Consultancy Services, including in relation to the use of all Client Materials and the use of the Client Assets in all cases before the date on which the Consultancy Services are to start.

3.2 The Client acknowledges and agrees that any failure by the Client to comply with Paragraph 3.1 may result in delays to the Consultancy Services and the associated timeframes for THE's performance, which THE shall not be held liable for and the Client shall be responsible for all reasonable costs incurred by THE as a result of such breach. THE reserves its right to adjust the project timeline for the Consultancy Services and/or charge additional fees to the Client, subject to providing reasonable prior written notice of such adjustments to the Client.

4.1 The Client shall pay THE the Charges for the Consultancy Services as set out in Section 4 of the Order Form, which THE shall be entitled to submit invoices for as follows:

(a) an invoice in respect of 30% of the Charges may be raised on or following entry into this Contract; and

(b) monthly invoices may be raised on a pro rated basis for the remainder of the term of this Contract, commencing on the second month following entry into this Contract.

4.2 Invoices shall identify the particular Services to which they relate and the time of their performance.

4.3 Charges and expenses are payable within 30 days of the Client's receipt of THE's properly submitted invoice and are exclusive of all taxes, charges, duties and levies except any applicable VAT (which the Client shall pay in addition at the rate and in the manner prescribed by law, subject to receipt of a valid VAT invoice).

4.4 The Client shall pay THE's reasonable expenses incurred in the provision of the Consultancy Services.

5.1 The relationship of each Consultant to the Client will be that of independent contractor. Nothing in the Contract shall render any of them the employee, worker, agent or partner of the Client, and THE shall procure that no Consultant shall hold himself out as such.

5.2 THE and the Consultants do not have any authority to bind or incur any expenditure in the name of or for the account of the Client or make any contract, commitment or representation on its behalf. THE shall not and shall procure that no Consultant shall hold himself out as having authority to bind the Client or incur any expenditure on the Client's behalf.

5.3 The Contract constitutes a contract for the provision of services and not a contract of employment.

6.1 THE shall and shall procure that each Consultant shall:

(a) use the Client Assets solely for the performance of the Consultancy Services (and not, amongst other things, for the performance of services for third parties);

(b) handle and use the Client Assets with reasonable care and while the Client Asset is in its care or possession, keep it safe and secure and in appropriate conditions; and

(c) promptly on termination or expiration of the Contract, or on the Client's earlier written demand, return the Client Assets to the Client in the same condition in which it was provided (fair wear and tear excepted).

6.2 The Client Assets (and all Intellectual Property Rights in the Client Assets) shall be and shall remain the property of the Client or its nominee.

7.1 Either Party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a relevant Change Order has been signed by both Parties.

7.2 If THE wishes to make a change, it shall send a draft Change Order to the Client.

7.3 If the Client wishes to make a change to the Services:

(a) it shall notify THE, providing as much detail as is reasonably necessary to enable the THE to prepare the draft Change Order; and

(b) THE shall, within 10 Business Days of receiving the Client's request at Paragraph 7.3(a), provide a draft Change Order to the Client.

7.4 If the Parties:

(a) agree to the Change Order, they shall sign it and that Change Order shall amend this Contract; or

(b) are unable to agree a Change Order, either Party may require the disagreement to be dealt with in accordance with Clause 15 (Disputes) of the General Terms and Conditions.

7.5 The Parties acknowledge that any change which alters the scope of the Services may result in an increase or decrease in the Charges. No change shall be effective unless and until the Parties have agreed in writing the applicable adjustments to the Charges.

8.1 All Background Rights shall remain vested in and remain the property of that Party or its third party licensors as appropriate.

8.2 THE hereby grants to the Client a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty free licence during the Term to use THE's Background Rights solely to enable the Client to benefit from the Consultancy Services in connection with the Client's business and to use the Works.

8.3 The Client hereby grants to THE a worldwide, irrevocable, non-exclusive, royalty-free licence during the Term to use the Client's Background Rights to enable THE, the Contractor or Substitute to perform the Consultancy Services and provide the Works in accordance with the Contract.

8.4 Subject to Paragraph 8.1, any Works, including any Intellectual Property Rights in the Works produced for, on behalf of, or at the request of the Client pursuant to the Contract and any Intellectual Property Rights in any material(s) created by the Client in using such Works, shall, on creation, immediately vest in the Client. The Client hereby grants to THE a worldwide, non-exclusive, non-transferable, royalty free perpetual licence to use, copy and modify the Works (excluding the Client's Materials).

8.5 The Client undertakes at the request of THE and at its own cost to execute all documents and do all things that are necessary to vest the Intellectual Property Rights in the Works in THE and to enable THE to take the full benefit of them.

9.1 THE warrants that the Client's use of the Works and the Intellectual Property Rights in the same shall not infringe any rights of any third party.

9.2 The Client shall indemnify THE and hold THE harmless in respect of all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) which are suffered or incurred by THE as a result of any claim that THE and/or the whole or any part of the assigned rights under Paragraph 8.4 infringe the Intellectual Property Rights or (where applicable) the moral rights of any Consultant, any Substitute or any third party.

10.1 Without prejudice to its other rights and remedies, THE may terminate the Contract at any time on not less than 30 days' prior written notice.

11.1 Promptly following the expiration or termination of the Contract for any reason:

(a) THE shall and shall ensure that each Consultant returns all Client Assets to the Client; and

(b) THE shall deliver up to the Client all Works, whether completed or not, provided the Client has made payment in full for such Works.