Terms and Conditions

1. About these Terms and Conditions

 

• These Terms and Conditions. These Terms and Conditions, together with the details set out in the ‘Key Terms’ table on the agreement issued for each project (Key Terms), form the entire agreement between you and us, and governs the provision of our consultancy and training services to you (the Agreement). By signing the signature page in the key terms table, you agree to the terms and conditions set out below.

 

• Term. This Agreement begins on the final date of signature and will continue until terminated in accordance with clause 9.

 

• Quotation Validity. Any quotation given by us is only valid for a period of 20 business bays from its date of issue.

 

2. Fees and payment terms

• Fees. You agree to pay us the fees as set out in the Key Terms.
• When is Payment due. Unless otherwise stated in the Key Terms, the fees for our services will be paid 50% in advance of the work starting, with the balance due on completion of all work.  We will send an invoice for all payments, and you agree to pay all such invoices within 7 days of the invoice date, or earlier if specified on the invoice for any advance payments.   For any small ad-hoc consultancy advice, which is not part of any project we agree with you, we will charge you based on our hourly rate, which will be invoiced at the end of each calendar month.
• How to pay. Payment of our fees is by bank transfer, the details of which we will provide to you on our invoice.
• Additional fees. If we incur additional expenses when providing our services to you, you will reimburse us for pre-approved reasonable expenses that are documented with corresponding receipts.
• If you fail to pay an invoice within the due date, then you will pay us interest on the overdue sum from the due date until payment of the overdue sum has been received.  Interest will accrue at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
• Fee increases. Our fees may change from time to time.  We reserve the right to increase our fees on an annual basis each April.  We will notify you in advance of any fee increases and you will have the option to terminate this Agreement if you are unable to agree the new fees.

3. Providing the Services

• Scope of Services. We will provide consultancy services to you as outlined in the Key Terms section of this Agreement. Any additional services will need to be agreed via email, and these Terms and Conditions will apply.
• Your warranties. You represent and warrant that you:
  • can legally enter into this Agreement and grant all relevant rights;
  • will perform your obligations under this Agreement in compliance with all applicable laws, rules and regulations;
  • will cooperate with us in all matters relating to the services; and
  • will provide us with all the necessary information, materials and assistance we may reasonably require in order to supply the services and ensure that such information is complete and accurate in all material respects.

 

• Our warranties. We represent and warrant that we:

 

• can legally enter into this Agreement and grant all relevant rights;
• will perform our obligations under this Agreement in compliance with all applicable laws, rules and regulations;
• will provide our services with reasonable care and skill and in accordance with industry standards; and
• will provide you the services as described by us.

3.4        Timing.  We will use all reasonable endeavours to meet any performance dates, but any such dates are estimates only and failure to perform the services by such dates will not give you the right to terminate this Agreement.

3.5        Suspension of Service.  If our ability to perform the services is prevented or delayed by any failure by you to fulfil any obligation listed above, then we will be entitled to suspend performance of the services until you remedy your default and we may be entitled to terminate the Agreement if the default persists.  We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the services as a result of your default.

4. Workshop/Training Services

4.1        Format of Workshops/Training.  Workshop and training sessions will be by appointment only and can be face to face (venue by mutual agreement) or by pre-agreed livestream service.   Details of the timings, length and fees will be agreed and will be made available to you in advance.  Workshop and training sessions can also be booked online and an appropriate URL will be provided for the workshop.

Attendees of Workshops. You are solely responsible for ensuring the attendees of the workshop and training sessions are familiar with all details about the workshop/training.  This includes the timings, the venue, and access details.  You will also ensure that you have all necessary consents and permissions from the attendees to share their personal data with us and for us to record the online workshops/training.

 

4.3        Late Attendance.   If you know you, or the attendees, are going to be late for a workshop/training, you should contact us to tell us.  If no-one attends within 15 minutes after a workshop/training commencement time, we will treat the workshop/training as cancelled without notice by you and, if we then decide to make a charge for that workshop/training cancelled without notice, you will not be entitled to a refund or to roll-over the session to another date.  This is the case no matter whether the session is for a face to face or online workshop/training.

4.4        Online Workshops/Training.  Workshops and training may be provided online via a pre-agreed livestream service (for example Zoom, Teams, WhatsApp).  When using a third-party supplier for online workshops/training your personal data, and the personal data of the attendees, will be treated in accordance with the third-party livestream service supplier’s Privacy Policy.

• No Liability for Online Livestream Providers. We will not be liable to you, or any attendee, for any costs or losses incurred as a result of using any third-party online provider for the purposes of attending a session virtually with us.  You should make yourself familiar, and ensure your attendees are familiar, with such providers own terms and conditions and privacy policy before use.

 

• Timings of Online Workshops/Training. If we provide any of our workshops/training as a livestream, then we will use reasonable endeavours to make it available and start it at the time it is scheduled to start, but the start may be delayed by circumstances beyond our control.  We will not be liable for any such delay.

 

• Suspension of Online Workshops/Training. In some limited circumstances, we may need to suspend the provision of an online workshop/training for one or more of the following reasons:

 

4.7.1            To fix technical problems or to make necessary minor technical changes;

4.7.2            In the event of illness or other circumstances beyond our control.

 

In the event of any of the circumstances listed above occurring, then we will use reasonable endeavours to give as much notice as possible to you.

 

• Recording of Workshop/Training. We record all workshops/training for our clients to be able to re-watch at their convenience.  If you would rather a workshop/training was not recorded, you need to notify us at the beginning of a session.  Where workshops/training have been recorded, you are not permitted to share, broadcast, distribute or make available online the recordings outside of your business without our written consent.    You are responsible for ensuring all the attendees have consented to the recording of the workshop/training and you must notify us if consents have not been obtained.

 

• Workshops/Training at your Premises: If workshops/training are held at your premises, you agree to:

 

• Inform us of all health and safety and security requirements that apply at your premises; and
• Ensure that any of your equipment needed to run the workshops/training is in good working order and suitable for the purpose and conforms to all relevant United Kingdom standards and requirements; and
• Keep and maintain any of our equipment in good condition, (if left at your premises overnight in preparation for a workshop), and you will not dispose of or use our equipment other than in accordance with our written instructions.

 

• Venue for Workshops/Training: If workshops/training are held in person at a third-party venue, you agree to comply at all times with that venue’s policies and rules about that venue (particularly fire safety and health and safety rules).   You are responsible for your own belongings that you take to a session and neither us nor any third-party venue will be liable for any loss, damage, theft or destruction of any of your belongings.

 

5. Disclaimers

 

5.1        In agreeing to receiving our Services, you understand, acknowledge and agree to the following:

 

• You accept that we do not guarantee any particular result or outcome from attending our workshops/training.

 

• We do not provide legal advice or guidance of any kind whatsoever during the provision of our Services, and accordingly no reliance should be placed upon any related discussions, whether express, implied or otherwise. Please seek independent legal advice should you require it at any time.

 

• You, and the attendees of the workshops/training sessions, are solely responsible for creating and implementing your own choices, actions and results arising out of our workshops/training and the provision of our Services to you.

 

• Nothing in this disclaimer will limit or exclude any liability that may not be limited or excluded by applicable law.

6. Intellectual Property
7. IP Ownership. Each party retains ownership of their own respective IP (defined in section 6.5).  Subject to clause 6.2, all IP rights arising out of or in connection with the services (other than IP rights in any materials provided by you) will be owned by us.

 

• IP Licence from us. We agree to grant you a fully paid-up, irrevocable, worldwide, non-exclusive, royalty-free, perpetual licence to use deliverables provided by us to you, for the purposes of receiving and using the services in your business.  You may not sub-licence, assign or otherwise transfer the rights granted in this clause 6.2.

 

• IP Licence from you. You agree to grant us a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual licence to copy and modify any materials provided by you to us for the term of this Agreement for the purpose of providing the services to you.

 

• IP Indemnity. You will indemnify and keep us indemnified at all times against any and all actions, claims, proceedings, costs and damages, and all legal costs and other expenses reasonably incurred by us, or for which we may become liable, with respect to any intellectual property rights infringement claim relating to or arising out of our use of your intellectual property whilst providing the services.

 

• Meaning of IP For the purposes of this Agreement, ‘IP’, ‘IP rights’, ‘intellectual property’ and ‘intellectual property rights’ means, any copyright and related rights, database right, patents, domain names, registered designs, design rights, trade marks, trade names, logos, trade secrets and know how, rights in performances, rights in goodwill or to sue for passing off, moral rights, the right to make applications for registration of any of the above (or rights of a similar nature) anywhere in the world (a) existing now or at any time in the future; and (b) whether registered or registrable or not.

 

7. Confidentiality

 

• Confidential Information means all information relating to a party that is marked as confidential or would reasonably be considered confidential under the circumstances in which it is shared. This includes information relating to fees, pricing, scope of services, know-how and this Agreement.

 

• Confidential Information does not include information that is:

 

• in the public domain not by breach of this Agreement;
• already known by the receiving party at the time of its disclosure;
• lawfully received by a party free of any obligation of confidentiality at the time of its disclosure;
• independently developed by a party without access to or use of Confidential Information; or
• expressly indicated as not confidential.

 

• Each party agrees to:

 

• maintain the confidentiality of any Confidential Information shared by the other party;
• not disclose, copy or modify the Confidential Information without the owner’s prior written consent;
• only use Confidential Information in connection with its performance of this Agreement;
• promptly notify the other party upon becoming aware of any breach of these obligations; and
• promptly destroy or return any Confidential Information it holds upon the owner’s request, except if required by legal or regulatory obligations to retain copies of Confidential Information which must be securely stored in archival or computer back-up systems and remain subject to this Agreement’s terms.

 

• Permitted disclosure. Each party may disclose Confidential Information to its affiliates, employees, directors or advisors (Permitted Recipients) on a strictly “need to know” basis who are bound in writing to confidentiality obligations similar to the terms set out in this Agreement. Each party is responsible for all acts or omissions of its Permitted Recipients which would constitute a breach of this Agreement if it were a party to it.

 

• Necessary disclosure. Each party may disclose Confidential Information if required by law provided that they notify the owner as soon as possible, if legally allowed, and take reasonable steps to limit disclosure.

 

• Confidentiality term. The confidentiality obligations contained in this Agreement will continue for 3 years after the expiration or termination of this Agreement.

 

8. Liability

 

• • Limits on liability. Each party’s total liability to the other will not exceed the amount of all fees and expenses paid by you in the 12 months before the date on which the claim arose. However, this limitation will not apply to any breaches of your intellectual property or data protection obligations.
  • No indirect losses. Neither party will be liable to the other for any:
    • loss of profits;
    • loss of business;
    • loss of anticipated savings;
    • special, indirect, consequential losses; or
    • pure economic loss, costs or damages.

 

• You will indemnify us and keep us indemnified at all times against any and all actions, claims, proceedings, costs and damages, and all legal costs and other expenses reasonably incurred by us, or for which we become liable, with respect to any intellectual property infringement (clause 6.4) and any data protection claim arising out of your breach of clause 10.3.
• No unlawful exclusions. Nothing in this Agreement will limit either party’s liability for fraud/fraudulent misrepresentation or death/personal injury caused by negligence.
• Disclaimer of warranties. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement, to the fullest extent legally permitted.

9. Termination

 

• Termination for Breach. Either party may immediately terminate this Agreement on written notice to the other if the other party repeatedly fails to adequately perform its obligations (such as your failure to pay for the services, or our failure to deliver the services in accordance with this Agreement).

 

• Termination for Convenience. Either party may terminate this Agreement by providing the other party with two months written notice.

 

• Consequences of Termination. On termination of this Agreement, you will immediately pay to us any outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

 

• Rights on expiry. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

 

• Surviving Terms. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

 

10. Data Protection

 

• Data Protection. We will use any personal information you provide to us to (i) provide the Services; (ii) process your payment for the Services; and (iii) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.  We will process your personal data in accordance with our Privacy Policy, the terms of which are incorporated into this Agreement.

 

• Data Protection Compliance. Both parties will comply with all applicable requirements of the Data Protection Legislation.   Data Protection Legislation refers to the legal framework in the United Kingdom that governs the processing of personal data. It includes the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, which ensure the privacy and protection of individuals’ personal information.

 

• Data Protection Roles. During the term of this Agreement, and in relation to any personal data you share with us, we agree that you will be the data controller and we will be the data processor.  For the purposes of this Agreement, the scope, nature and purpose of processing of personal data by us is in relation to the processing of personal data of your clients/customers whilst providing our Services to you.  You also confirm that you are acting as a data controller in respect of any personal data you share with us about the attendees of any workshops/training we provide to you.  You represent and warrant that you have obtained all permissions and consents to share such personal data with us.

 

• Data Processing Consents. You will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of any personal data to us, for the duration and purposes of this Agreement.  You will indemnify us in full for all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of, or in connection with, your breach of this clause.

 

• Data Processing Obligations. We will, in relation to any personal data processed in connection with the performance of our Services under this Agreement:

 

• process that personal data only in accordance with your instructions;
• ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against loss or destruction of personal data, appropriate to the harm that might result having regard to the state of technological development and the cost of implementing any such measures;
• ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential, safe and secure;
• not transfer any personal data outside of the UK unless we have provided appropriate safeguards in relation to the transfer and that we have complied with our obligations under the relevant data protection legislation by providing an adequate level of protection to any personal data that is transferred;
• assist you, ay your cost, in responding to any request from a data subject and in ensuring compliance with our obligations under the data protection legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify you, as soon as reasonably possible, on becoming aware of a personal data breach of any of your or your clients personal data;
• on your written request, delete or return any personal data we hold about you or your clients; and
• maintain complete and accurate records and information to demonstrate our compliance with this data protection clause.

 

11. Other Important Terms

 

• Use of Artificial Intelligence. We integrate artificial intelligence (AI) tools and technologies into our service offerings to enhance efficiency, productivity, and the quality of our services. These AI tools may assist with a variety of our business tasks.  We ensure that the use of AI is transparent, and that our clients are informed about the extent to which AI tools are used in the course of delivering our services.  The tools we are using are set out in the table below.  Where the tool is provided by a third party provider, they will be acting as a data processor for us, and so we have included a link to their privacy policy which you should read to check you are comfortable with their use of your data.

 

AI Tool Name	Provider	Purpose	Privacy Policy
Claude	Anthropic	To assist in creating ideas for blogs and marketing content.	https://privacy.anthropic.com/en/

 

We do not input any client data into any of the AI systems we use.  Everything is anonymised and so no personal data is shared with any of the above AI providers.  We will ensure that all AI tools used are configured to maintain the confidentiality and integrity of client data. Please be assured that we implement security safeguards to protect any data input into these AI systems.

Your Rights:

1. Request Information: You have the right to request further details regarding our use of AI in your particular case.
2. Object to Automated Decision-Making: In accordance with the UK GDPR, you may object to decisions made solely by AI that have a legal or similarly significant impact on you. Although this never happens on any of the work we carry out for our clients, as we ensure that human oversight is used on each and every application of any outputs from an AI system.
3. Access and Amend Data: You may ask us to review how your personal data is processed by AI tools and request corrections if necessary.

Please contact us at dpo@jobrianti.co.uk if you would like to exercise any of the above rights.

• Assignment. Neither you or we may assign this Agreement to any third party without the other party’s prior consent, however either party may assign this Agreement to its affiliates or successors in title at any time.

 

• Force majeure. Neither party is liable or will be in breach of this Agreement for any delays or failures in their performance resulting from an event beyond their reasonable control (a Force Majeure Event). If a Force Majeure Event occurs, the affected party will promptly notify the other and provide details about the event and when it started. If the event continues for more than 15 days, the unaffected party may immediately terminate this Agreement by providing written notice to the other party.

 

• Amendments. Any variation to this Agreement must be mutually agreed in writing.

 

• Notices. All notices under this Agreement must be in writing and sent through email or post to the email address or address set out in the Client On-Boarding Form.

 

• Severability. If any term of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in full force and effect.

 

• Governing law and jurisdiction. This Agreement is governed by the laws of England & Wales and any disputes arising from it will be settled exclusively by the courts of England.

 

• Electronic Signatures. This Agreement may be executed using electronic signatures.