THIS AGREEMENT IS MADE BETWEEN:

The Contractor whose registered office is at 85 Great Portland Street, First Floor, London
W1W 7LT, (‘the Contractor’); and the Customer.

   1. Definitions

In this Agreement, the following terms and phrases shall have the following meaning unless the context requires otherwise:

Customer: “Any individual or organisation entering into a contract with the Contractor.”

Commencement Date, Date of joining subscription or accepting the proposal. Services: The agreed services to be performed by the Contractor as set out in the Schedule to this Agreement, such Services to be provided using reasonable skill and care.

Termination Date The date on which the Contractor’s engagement hereunder is terminated.

Intellectual Property Rights Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.

Data Protection Legislation Means the Data Protection Act 2018, which incorporates the UK GDPR.

Order The Customer’s order for the supply of Goods and/or Services, as set out in the proposal/email or website subscription by the Contractor.

Deliverables: As per proposal/email or within the subscription as outlined on www.tenderresponse.co.uk.

   2. Engagement

The Contractor is (subject to Clause 6) engaged by the Customer to carry out the Services.

   3. Services

The Contractor agrees:

3.1 To undertake and provide the Services in accordance with any brief and deadline agreed with the Customer;

3.2 To manage and carry out the Services in an expert and diligent manner and to provide services to the best of their technical and creative skill, and to be solely responsible for how the Services are provided;

3.3 To the best of their ability, promptly and faithfully meet the Deliverables and deadlines agreed with the Customer;

3.4 The Contractor is free to undertake and accept other engagements, except those which might lead to a conflict of interest with the Customer; • To use such suitably qualified and experienced personnel as they may from time to time deem appropriate;

3.5 The Contractor has the right to supply a substitute of equivalent knowledge and expertise and acknowledges the Customer’s right to reasonably refuse the replacement if not suitably qualified;

3.6 To keep the Customer informed of progress and produce written reports as requested, while complying with reasonable requests that do not impact their method of working.

   4. Warranties and Guarantees

4.1 The Contractor warrants to provide services in a professional and diligent manner, consistent with industry standards.

4.2 There is no guarantee of uninterrupted or error-free service.

4.3 Reasonable efforts will be made to maintain availability of no less than 99% response within 48 hours.

4.4 No warranties are given regarding third-party systems or integrations.

4.5 The Customer agrees that the Contractor’s sole obligation for service failure is to attempt rectification within a commercially reasonable timeframe.

   5. Invoices and Payment

5.1 Where necessary, VAT will be added at the appropriate rate.

5.2 Unless specifically agreed otherwise, invoices will be submitted monthly by the Contractor and payment made within 15 days.

5.3 The Contractor shall be entitled to reimbursement by the Customer for all out-of-pocket expenses properly incurred, subject to advance agreement and provision of receipts.

5.4 Interest on overdue invoices shall accrue daily at a rate of 8% per annum above the Bank of England base rate.

5.5 The Contractor acknowledges that, in accordance with the Late Payment of Commercial Debts Regulations 2013, payment terms offered must not be less than 60 days for businesses and 30 days for public authorities. Where shorter terms are used, the Contractor may instead charge interest at 8% simple interest per annum above the Bank of England base rate.

   6. Dispute Resolution and Mediation

6.1 In the event of any dispute arising from this Agreement, the parties agree to first attempt resolution through good faith negotiations. If not resolved within 30 days, the matter shall be referred to mediation under CEDR rules or another mutually agreed mediator.

6.2 If mediation fails, the dispute shall be referred to arbitration under the Arbitration Act 1996:

• The arbitrator shall be chosen by agreement, or failing that, appointed by the LCIA.
• Arbitration shall take place in England or Wales.
• The decision shall be final and binding, subject only to challenge on a point of law.
• Costs shall be shared equally unless one party is found to have acted unreasonably.

Litigation may only be pursued if arbitration is deemed unenforceable or fails.

   7. Debt Recovery

7.1 Receive interest under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998, calculated daily, compounded monthly, before and after judgment.

7.2 Claim compensation under Section 5A of that Act for credit control costs and a fixed sum.

7.3 Recover legal action costs, and alter or withdraw credit facilities.

7.4 Require payment in full on the due date without set-off or withholding.

7.5 Be indemnified by the Customer for all expenses related to breach, including legal and recovery agent fees.

7.6 Recover agent fees in addition to their own fees, regardless of recovery success.

7.7 Impose fees for dishonoured cheques.

7.8 The Customer shall not withhold payment or assert counterclaims.

7.9 Refund Policy – All payments are non-refundable. Credit notes may be issued at the Contractor’s discretion.

   8. Confidentiality

8.1 The Contractor agrees not to use or disclose confidential information except as necessary to perform the Services or as required by law.

8.2 Confidentiality obligations extend for five years after termination of the Agreement.

   9. Termination of Agreement

9.1 Either party may terminate this Agreement with one month’s notice in writing after the initial term.

9.2 Summary termination may be invoked for material breach, incapacity, insolvency, disrepute, or criminal conduct.

   10. Termination of Agreement

10.1 Either party shall have the right at any time to terminate this Agreement by not less than 1 month’s notice in writing to the other party, once the initial term has completed.

10.2 In addition, either party shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu of the event of:

10.2.1 The other party being in material or persistent breach of any of the terms of this Agreement;

10.2.2 The other party persistently and wilfully neglects or becomes incapable for any reason of efficiently performing the Services or fails to remedy any default in providing the Services;

10.2.3 The other party dying or becoming by reason of incapacity, incapable of managing their affairs;

10.2.4 The other party having a bankruptcy order made against them or making any arrangement with their creditors or having an interim order made against them;

10.2.5 The other party taking any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

10.2.6 There is a change of control of the other party;

10.2.7 A party’s financial position deteriorating to such an extent that in the other party’s reasonable opinion that party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy;

10.2.8 A party doing any action manifestly prejudicial to the interests of the other party or which in the opinion of the other party may bring them into disrepute;

10.2.9 The other party being convicted of any criminal offence other than a minor driving offence for which a fine or non-custodial penalty is imposed;

10.2.10 The other party offering, promising or giving a bribe or requesting, agreeing to receive or accepting a bribe or bribing a foreign public official in connection with the Services contrary to the Bribery Act 2010.

10.3 The terminating party shall have no claim against the other in respect of termination for the reasons listed above.

   11. Consequences of Termination

11.1 Upon the expiration or termination of the engagement under this Agreement for whatsoever cause, the Contractor shall forthwith deliver up to the Customer or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records and any other papers which may be in their possession, custody or control and which are the property of the Customer or which otherwise relate in any way to the business or affairs of the Customer, and no copies of the same or any part thereof shall be retained. The Contractor shall, if required by the Customer, make a declaration that this clause has been complied with.

11.2 The Customer shall immediately pay to the Contractor all of the Contractor’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Contractor may submit an invoice, which shall be payable immediately on receipt.

11.3 Upon termination of this Agreement, any clauses which by their nature are intended to continue shall survive termination, including but not limited to clauses relating to confidentiality, intellectual property, limitation of liability, and indemnity.

11.4 Termination or expiry of this 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.

11.5 The termination of this agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

   12. Insurance

12.1 The Contractor shall maintain adequate professional indemnity insurance throughout the term of this Agreement and provide proof upon request. 12.2 The Contractor shall maintain public liability insurance of no less than £1 million and provide evidence of coverage upon request.

   13. Data Protection and Data Processing

13.1 Both parties shall comply with applicable data protection laws, including the Data Protection Act 2018.

13.2 The Customer is the data controller and the Contractor is the data processor.

13.3 The Contractor shall only process personal data per the Customer’s written instructions and shall maintain suitable security measures.

13.4 Personal data shall not be transferred outside the UK/EEA without proper safeguards.

13.5 Upon termination, personal data must be deleted or returned, unless legally required to retain it.

   14. Intellectual Property

14.1 The Contractor assigns all intellectual property rights arising from the Services to the Customer.

14.2 The Contractor shall provide all necessary assistance to protect and register these rights.

14.3 The Contractor warrants that the intellectual property does not infringe third-party rights and shall indemnify the Customer against related claims.

   15. Limitation of Liability

15.1 Nothing in this Agreement limits liability for death, personal injury, fraud, or statutory rights.

15.2 The Contractor shall not be liable for indirect or consequential loss, including loss of profits, business, or goodwill.

15.3 Total liability shall not exceed the value of the Services provided.

   16. Indemnity Clause

16.1 The Contractor agrees to indemnify the Customer from claims, damages, and costs arising from the Contractor’s use of the service or breach of the Agreement.

   17. No Employment or Partnership

17.1 This is a contract for services. The Contractor is an independent contractor and not an employee.

17.2 The Contractor may delegate Services with prior approval; the Contractor remains responsible for any delegate.

17.3 The Contractor is responsible for their own tax, NI, and employment liabilities and indemnifies the Customer accordingly.

   18. Notices/Communications

18.1 Notices must be in writing and sent by post, courier, or email to the registered addresses.

18.2 Notices are deemed received based on delivery method (e.g., two business days for post).

   19. Entire Agreement

19.1 This document is the entire agreement and supersedes previous discussions.

19.2 No claim for misrepresentation can be made outside of this document.

   20. Force Majeure

20.1 Parties are not liable for failure to perform due to causes beyond reasonable control.

20.2 Force majeure includes strikes, war, natural disasters, transport issues, or political interference.

   21. Non-Solicitation and Non-Compete

21.1 For two years post-termination, the Customer shall not solicit or poach staff, clients, or compete using proprietary knowledge.

   22. Assignment and Other Dealings

22.1 The Customer may assign or subcontract rights and obligations.

22.2 The Contractor must obtain written consent to do the same.

   23. Survival of Causes of Action

23.1 Termination does not affect accrued rights and ongoing obligations.

   24. Severability

24.1 If any clause is found invalid, the rest remain in full force.

   25. Waiver

25.1 A failure to enforce rights does not constitute a waiver.

   26. Variation

26.1 Changes to this Agreement must be in writing and signed by both parties.

   27. Law and Jurisdiction

27.1 This Agreement is governed by the law of England and Wales.

27.2 The courts of England and Wales have exclusive jurisdiction.