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Consultancy terms and conditions (B2B and B2C)

This is an adaptation of our standard consultancy T&Cs, with provisions designed for both consumers and business customers.

The core clauses require the consultant to provide to the customer, during the term of the contract, consultancy services meeting some defined standard (eg "... with reasonable skill and care ..."). The details of the services should be defined in a separate statement of work. A skeleton statement is provided with these T&Cs.

In exchange, the customer agrees to pay the charges of the consultant.

Optional provisions included in this template cover the use of materials supplied by the customer, supply of deliverables by the consultant (eg written reports) and the licensing or assignment of rights in those deliverables to the customer.

The T&Cs include clause designed to help compliance with both the distance selling and doorstep selling rules. This clause applies to consumers only: it does not apply to B2B contracts.

An optional GDPR-friendly data processor clause is also included.

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Consultancy terms and conditions (B2B and B2C) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term: indefinite, or deliverables delivered, services completed and payment made; each contract distinct.
  3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; services: compliance with internal policies.
  4. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
  5. Client
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  6. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
  7. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  8. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  9. Consultant
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  10. Distance and off-premises contracts: cancellation right: distance and off-premises contracts: cancellation right for consumers; cancellation right for services and digital content; consumer agreement to provision of services; exercise of cancellation right; refund upon services distance contract cancellation; refund method; refund timing for services and digital content.
  11. Data protection: compliance with data protection laws; warranty of
    Client
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Consultant
     (GDPR); duration of personal data processing by
    Consultant
    (GDPR); personal data processed by
    Consultant
    on instructions (GDPR); personal data processed by
    Consultant
    as required by law (GDPR); confidentiality obligations on
    Consultant
     persons processing personal data (GDPR); security of personal data processed by 
    Consultant
     (GDPR); appointment of sub-processor by
    Consultant
    (GDPR);
    Consultant
     to assist with exercise of data subject rights (GDPR);
    Consultant
     to assist with compliance (GDPR);
    Consultant
     to provide information (GDPR); deletion of personal data by 
    Consultant
     (GDPR);
    Consultant
     to allow audit (GDPR); changes to data protection law.
  12. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations (statement of work).
  13. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
  14. Limitations and exclusions of liability: caveats to limits of liability (B2C or B2C); interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  15. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  16. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  17. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  18. Status of
    Consultant
    :
    first party is independent contractor not employee; no redundancy or compensation.
  19. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
  20. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  21. General: no waiver; severability; variation written and signed; assymetric assignment of contractual rights (B2B, B2C or mixed); no third party rights; entire agreement: documents; governing law; exclusive jurisdiction.
  22. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (DATA PROCESSING INFORMATION)

  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.

STATEMENT OF WORK

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