Terms and Conditions

Terms and Conditions Of Services

Data Protection Legislation

shall mean the Data Protection Act 1998, or, from the date it comes into force in the UK, the General Data Protection Regulation (EU) 2016/679 (as applicable) and any other laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time);


means (subject to the rights of earlier termination set out in this Agreement) the time period for which the Consultant is required to perform the Services for the Client as set out in the Term Sheet;


means the fees payable at the agreed Intervals by the Client to the Consultant in consideration for the performance of the Services, as set out in the Term Sheet;

Intellectual Property Rights

means patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;


means the intervals at which the Client is required to pay the Fees, as set out in the Term Sheet;


means any invention, idea, discovery, development, improvement or innovation made by the Consultant in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium;


means (if relevant to the Services) the Client premises at which the Consultant shall perform all or part of the Services, as detailed in the Term Sheet;


means the services described in the Term Sheet;


means any substitute for the Consultant appointed under the terms of Clause 3.4;


means the period from the Commencement Date until the date of termination or expiry of this Agreement;

Term Sheet

means the term sheet to which these Terms are appended and which sets out the specifics of the Services to be provided; and


means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in connection with the provision of the Services.


The Services

Obligations of the Consultant

Obligations of the Client

Fees and Expenses

Other activities

Confidential information

Data Protection

Intellectual Property


except that the Consultant may retain a copy of such records for the purposes of evidencing its compliance with this Agreement (subject always to the continuation of the obligations of confidence in respect of the same as set out in Clause 7).

The Consultant:



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