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Consultancy terms and conditions (premium)

This long-form consultancy terms and conditions document is highly flexible, and can be adapted to cover a very wide range of different consultancy arrangements.

An outline statement of work is provided as an attachment to the terms and conditions, the idea being that whenever the customer wishes to order services from the consultant, a completed statement of work is agreed, which incorporates the terms and conditions into the contract.

In addition to the clauses in the standard consultancy T&Cs, this version includes the following: a simple procedure for acceptance testing; two-way (rather than one-way) indemnities in the event of a breach of contract; two-way (rather than one-way) non-disclosure provisions; non-solicitation clauses; and more detailed general boilerplate clauses.

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Consultancy terms and conditions (premium) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term: indefinite, acceptance, event or date; 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. Client
    obligations:
    provision of co-operation etc by second party; second party responsible for third party co-operation.
  5. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
  6. Acceptance: acceptance test or review by second party; deemed acceptance of deliverables; deliverables do not meet acceptance criteria in tests or review; subseqent failures of deliverables to meet acceptance criteria in tests or review; consequences of acceptance of deliverables.
  7. Client
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  8. 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).
  9. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  10. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  11. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  12. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  13. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  14. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
  15. 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.
  16. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations (statement of work).
  17. Indemnities: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; second party indemnifies first party upon breach; conditions upon second party indemnity; limitations of liability vs indemnities.
  18. Limitations and exclusions of liability: caveats to limits of liability; 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 use; 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.
  19. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  20. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  21. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  22. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
  23. Status of
    Consultant
    :
    first party is independent contractor not employee; no redundancy or compensation.
  24. Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
  25. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  26. Assignment: assignment by first party; assignment by second party.
  27. No waivers: no unwritten waivers of breach; no continuing waiver.
  28. Severability: severability of whole; severability of parts.
  29. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  30. Variation: variation in writing and signed.
  31. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  32. Law and jurisdiction: governing law; jurisdiction.
  33. 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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