Terms & Conditions
Coherence Consulting Ltd, is a company registered in England and Wales under number 13606667 and whose registered office is at Towngate House, 2-8 Parkstone Road, Poole, Dorset, BH15 2PW. We provide continuous website operations, improvement and AI-assisted digital platform management to business clients.
These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
1. Interpretation
1.1. In these Conditions, save where the context requires otherwise, the following words and expressions have the following meaning:
Agreement: the agreement between you and us on the terms set out in these Conditions, the Order and any Statement of Work;
Client Materials: all text, images, designs, layouts, graphical user interfaces and other graphical elements, software (including any modifications and/or documentation related to it), code, data, product, invention, discovery, improvement, scripting, document and/or other material created, prepared, made or produced by you, your licensors and/or any of your Personnel (except us) that are provided to us;
Confidential Information: any trade secrets, business, commercial or operational information, data, personal data or any other confidential or proprietary information that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential including this Agreement and its terms;
Data Protection Law: the UK GDPR and the Data Protection Act 2018 as may be amended, modified or replaced from time to time;
Fees: the fees for provision of the Services, as stated in the Agreement;
Intellectual Property:
(i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights;
(ii) unregistered trademarks, service marks, copyrights (including, where applicable, applications and rights to apply for registration of copyright and rights in computer software), topography rights, database rights, moral rights, know-how, rights in designs and inventions;
(iii) trade secrets, rights in confidence, business and company names, Internet domain names; the goodwill attaching to any of the aforementioned rights;
(iv) any forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
Coherence Collateral: text, images, designs, layouts, graphical user interfaces and other graphical elements, software, (including any modifications and/or documentation related to it), code, data, product, invention, discovery, improvement, scripting, document and/or other material created, prepared, made or produced by us, and/or any of our Personnel, during the term of our Agreement which was not created specifically and exclusively for the Services;
Personnel: directors, employees, agents and contractors;
Pre-existing Property: all text, images, designs, layouts, graphical user interfaces and other graphical elements, software, (including any modifications and/or documentation related to it), code, data, product, invention, discovery, improvement, scripting, document and/or other material created, prepared, made or produced by us in which we own the Intellectual Property prior to the date of our Agreement;
Services: the services described in the Order; and Statement of Work the statement of work attached to the Order.
2. Conditions
2.1. The Agreement shall govern the relationship between you and Coherence Consulting Ltd in respect of the provision of the Services detailed above and replace any and all other prior agreements whether written, oral, express or implied, in relation to the Services.
2.2. We shall provide the Services to you in accordance with the Agreement and fees applied accordingly.
2.3. We shall provide the Services with reasonable care and skill, in a diligent, prompt and professional manner by the Coherence Consulting Ltd team. If any Services fail to conform to this standard, we shall use reasonable endeavours to rectify this at no additional charge.
2.4. We shall use reasonable endeavours to meet any performance targets specified in the Agreement. However, we do not promise that any result or objective can be or will be achieved or attained at all or by a given date, whether stated in the Order, the Statement of Work or elsewhere.
2.5. The Agreement may only be amended by either party informing the other of any changes in writing, and signed by both parties. The changes shall be clearly identified, together with the additional or amended applicable fees.
2.6. Nothing in the Agreement shall prevent either party from engaging in similar agreements with third parties before, during, or after the term of the Agreement.
3. Client's Obligations
3.1. During the period of the Agreement, clients must:
3.1.1. ensure that your client team work collaboratively with Coherence Consulting Ltd in relation to the provision of the Services;
3.1.2. promptly provide required assets such as information, passwords, material, data and documents in relation to the provision of the Services;
3.1.3. procure copyright and other appropriate licences or consents where necessary for the provision of any information, material, data and/or documents provided to us during the provision of our Services.
4. Fees and Payment
4.1. Fees are due within 30 days of the invoice date.
4.2. The fees are exclusive of VAT.
4.3. Fees do not include expenses such as travel, hotel or subsistence expenses or the cost of materials and external services incurred unless expressly agreed. Any expenses payable will be agreed in writing by both parties.
4.4. If fees remain unpaid, we reserve the right to engage in legal action where appropriate.
5. Confidentiality
5.1. Each party ("Receiving Party") shall keep the Confidential Information of the other party ("Disclosing Party") confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purpose of performing the Receiving Party's obligations under the Agreement. The Receiving Party shall inform its employees of the Receiving Party's obligations under the provisions of this clause, and ensure that the Receiving Party's Personnel meet the confidentiality obligations.
5.2. The obligations of clause 5.1 shall not apply to any information which:
5.2.1. was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party;
5.2.2. is, or becomes, publicly available through no fault of the Receiving Party; and/or
5.2.3. is required to be disclosed by court order.
6. Personal Data
6.1. To the extent that the nature of the Services requires us to process Personal Data on yours or your clients' behalf, you acknowledge and agree that, for the purposes of Data Protection Law, we act as a processor and shall:
6.1.1. comply with, and only act upon your instructions;
6.1.2. not process Personal Data for any purposes other than in relation to the provision of Services;
6.1.3. ensure that appropriate technical and organisational measures are taken to avoid unauthorised or unlawful processing of Personal Data and against loss or destruction of, or damage to any Personal Data;
6.1.4. ensure the reliability of all employees who have or will receive access to Personal Data;
6.1.5. not, by any act or omission, place you in breach of Data Protection Law;
6.1.6. inform you immediately of any suspected or confirmed data protection breaches or unauthorised or unlawful processing, loss, or destruction of, or damage to, that Personal Data;
6.1.7. not sub-contract to any third party any of our obligations to process that Personal Data on your or your clients' behalf without your prior written consent; and
6.1.8. not process, or cause to be processed, that Personal Data outside the European Economic Area unless we have: (i) your prior written consent to do so; and (ii) fulfilled all of our requirements to enable the processing to take place outside of the European Economic Area.
7. Intellectual Property
7.1. You (or your licensors) shall retain all Intellectual Property Rights in the Client Materials. You grant us a personal, non-exclusive, royalty-free, worldwide licence to use, reproduce, modify and adapt the Client Materials (or portions of them) solely for the purpose of providing the Services under this Agreement.
7.2. We shall own all Intellectual Property Rights in Coherence Materials and/or Pre-existing Property. To the extent that you are, or any of your Personnel are deemed to own any rights to Coherence Materials and/or Pre-existing Property, you hereby assign, or shall procure that applicable Personnel assign, to us all Intellectual Property Rights in Coherence Materials and/or Pre-existing Property.
7.3. If we incorporate any Pre-existing Property and/or Coherence Materials into the Services we provide, we grant you a personal, non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use, reproduce, modify and adapt the Coherence Materials and/or Pre-existing Property (or portions of them) solely to the extent necessary for you to make use of the Services and (after the Agreement has terminated) on the condition that you have paid for the Services in full.
7.4. All Client Materials, Pre-existing Materials and Coherence Materials shall be deemed Confidential Information, except for any open source software.
8. Indemnity
8.1. Each party shall indemnify the other against any losses, liability, damages and expenses (including all legal fees) that the indemnified party incurs or are awarded against it as a result of any claim against the indemnified party that its use or provision of the Services (a) infringes a third party's Intellectual Property, or (b) is in breach of Data Protection Law.
9. Restriction
9.1. You shall not during the Agreement or within a period of 6 months after termination of the Agreement directly or indirectly entice away or try to entice away any person who has during the previous 12 months been employed or engaged by us and who was at any time involved in the provision of the Services to you.
10. Limitation of Liability
10.1. Nothing in this Agreement shall exclude or limit either party's liability for: death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; or breach of any implied condition as to title or quiet enjoyment.
10.2. Subject to clause 10.1, neither party shall be liable for any economic losses, loss of goodwill or reputation, or any special, indirect or consequential losses.
10.3. Subject to clauses 10.1 and 10.2, each party's total liability shall be limited to 125% of the Fees paid in the lesser of (a) the contract term or (b) the twelve month period immediately prior to the first event giving rise to the liability.
11. Termination
11.1. The Agreement shall commence on the contract start date agreed in writing and shall continue for the project term, or until terminated by either party giving written notice of not less than 10 business days.
11.2. We may terminate the Agreement by notice in writing if you fail to pay any sum due on its due date.
11.3. Either party may terminate by notice in writing with immediate effect if the other party is in material breach not remedied within 30 days, or becomes insolvent.
11.4. On termination you shall pay us for all Services provided up to the date of termination.
12. Dispute Resolution
12.1. If any controversy or claim arises, our respective representatives shall negotiate promptly and in good faith.
12.2. If unable to resolve, the matter shall be referred to mediation in accordance with CEDR procedures within thirty (30) days.
13. General
13.1. Neither party shall assign the Agreement without prior written consent, except that we may assign to a purchaser of all or a substantial part of our assets.
13.2. The Agreement is the full agreement between you and us for the provision of the Services.
13.3. We may use sub-contractors to provide part or all of the Services.
13.4. Notices shall be sent by email. Notice shall be deemed served on the date the email is opened.
13.5. Neither party's rights will be affected by delay in enforcement.
13.6. We are not liable for delays caused by circumstances beyond our control.
13.7. Both parties are independent contractors.
13.8. For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Agreement does not give any non-party any right to enforce its provisions.
13.9. If any term is found illegal or not binding, it will not affect the other terms.
13.10. The Agreement is the whole agreement in relation to its subject matter.
13.11. The Agreement shall be governed by and construed in accordance with the law of England and Wales.