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TERMS & CONDITIONS
1.Application and Entire Agreement
1.1 These Terms and Conditions (“Terms”) apply to the supply of services and/or goods asdetailed in our quotation, proposal, statement of work or other written agreement (“Services”) by Service Innovation Group UK Limited, registered in England and Wales under company number 01443016 with its registered office at Radius House, 51 Clarendon Road, Watford, Hertfordshire, WD17 1HP (“SIG”, “we”,“us”, “our”).
1.2 The person,business or organisation purchasing the Services (“Customer”, “you”, “your”)accepts these Terms when: (a) you sign and return our quotation or agreement;or (b) you confirm acceptance by email; or (c )you instruct us to commence work; or (d) we begin performing the Services, whichever is earliest.
1.3 These Terms, together with our quotation and any agreed statement of work (together the “Contract”), form the entire agreement between the parties and supersede all prior discussions, correspondence or agreements.
1.4 You confirm you have not relied upon any statement, promise or representation not expressly set out in the Contract.
1.5 These Terms apply to the exclusion of any other terms you may seek to impose, including any purchase order terms, unless expressly agreed in writing by SIG.
1.6 We may update these Terms from time to time. Updated Terms will apply to new work agreed after the update date unless otherwise agreed in writing.
2.Interpretation
2.1 A “BusinessDay” means a day other than a Saturday, Sunday or public holiday in England andWales.
2.2 Headings are for convenience only and do not affect interpretation.
2.3 Words in the singular include the plural and vice versa.
3. Services
3.1 We shall provide the Services with reasonable care and skill and in accordance with theContract.
3.2 We may make reasonable changes to the Services if required to comply with applicable law or safety requirements, and we will notify you where practicable.
3.3 Any timelines are estimates unless expressly stated as fixed in the Contract.
3.4 These Terms apply to the supply of goods in connection with the Services unless otherwisestated.
4. Customer Obligations
4.1 You shall:(a) provide accurate and complete information required for delivery of the Services; (b) obtain all required permissions, licences and consents; (c )provide access to premises, staff, systems, and materials as reasonably required; and (d) ensure that your systems and environments are safe andsuitable for our staff.
4.2 If you fail to comply with clause 4.1, SIG may suspend performance of the Services and charge for wasted time, rescheduling costs, or additional work required.
4.3 SIG shall not be liable for any delay or failure caused by your breach of these obligations.
5. Fees and Expenses
5.1 Fees shall be as set out in our quotation or statement of work.
5.2 Unless otherwise stated, Fees are calculated on a time and materials basis.
5.3 In addition to Fees, we may charge for reasonable expenses including (without limitation):(a) travel and mileage; (b) accommodation and subsistence; (c )third-party services; and (d) materials and consumables.
5.4 All Fees are exclusive of VAT, which shall be charged at the prevailing rate.
5.5 Any additional Services not specified in the quotation will be chargeable at SIG’sprevailing rates unless otherwise agreed in writing.
6.Quotation Validity / Changes
6.1 Unless otherwise stated, quotations are valid for 14 days from the date of issue.
6.2 Either party may request amendments to the scope of Services. Any agreed changes mustbe confirmed in writing and may affect Fees and timelines.
6.3 If circumstances beyond our reasonable control require changes to the method ortiming of delivery, we will notify you as soon as practicable.
7. Payment Terms
7.1 We will invoice you as set out in the quotation or: (a) upon completion of Services; or(b) at agreed milestones; or (c) monthly in arrears.
7.2 Unless otherwise agreed, invoices are payable within 30 days of the invoice date.
7.3 Time for payment is of the essence.
7.4 If paymentis overdue, we may charge interest at 4% per annum above the Bank of England base rate, accruing daily until payment is made in full.
7.5 You shall pay all sums due without set-off, counterclaim or deduction unless required bylaw.
7.6 If paymentis overdue, we may suspend Services until payment is received.
7.7 All payments must be made in GBP (£) unless otherwise agreed.
8.Subcontracting and Assignment
8.1 SIG maysubcontract, delegate or assign any part of its obligations or rights under the Contract.
8.2 You may not assign, subcontract or transfer your rights or obligations without SIG’s priorwritten consent.
9.Termination
9.1 SIG may terminate the Contract immediately by written notice if you: (a) commit amaterial breach and fail to remedy it within 14 days of notice; (b) fail to payany invoice by the due date; or (c )become insolvent or subject to insolvency proceedings.
9.2 Either party may terminate an ongoing contract without a fixed end date by giving one(1) month written notice.
9.3 If the Customer terminates after SIG has commenced Services, SIG shall be entitled tocharge for all work completed and costs incurred up to the termination date,including committed third-party costs.
9.4 Termination shall not affect any accrued rights or obligations prior to termination.
10.Intellectual Property
10.1 All intellectual property rights owned by SIG prior to the Contract remain the property of SIG.
10.2 Any deliverables produced by SIG (including reports, data, documents, training material, software, methodologies, designs and processes) remain SIG’sintellectual property unless otherwise agreed in writing.
10.3 The Customer is granted a non-exclusive licence to use deliverables solely for internal business purposes, unless otherwise agreed.
10.4 The Customer shall not reproduce, distribute or disclose SIG deliverables to third parties without prior written consent, except where required by law.
11.Confidentiality
11.1 Each party shall keep confidential all information disclosed by the other party which ismarked or reasonably understood to be confidential (“ConfidentialInformation”).
11.2 Confidential Information may only be used for the purpose of fulfillingobligations under the Contract.
11.3 Confidential Information may be disclosed to employees, contractors, professional advisers or subcontractors on a strict need-to-know basis.
11.4 This clause does not apply to information which: (a) is publicly available (otherthan by breach); (b) was already lawfully known; (c ) is independentlydeveloped; or (d) must be disclosed by law or regulatory authority.
11.5 This obligation survives termination for a period of three (3) years.
12.Limitation of Liability
12.1 Nothing in these Terms excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liabilitywhich cannot legally be limited.
12.2 Subject to clause 12.1, SIG’s total liability arising out of or in connection with theContract shall be limited to the total Fees paid (or payable) by the Customerunder the Contract.
12.3 SIG shall not be liable for any indirect or consequential losses including (withoutlimitation): loss of profit; loss of business; loss of data; loss of goodwill or reputation; or business interruption.
12.4 SIG is notliable for losses caused by: (a) Customer instructions, errors, omissions or failures; (b) Customer systems or third-party failures; or (c) delays caused by Customer non-cooperation.
13.Indemnity
13.1 The Customer shall indemnify SIG against all claims, costs, losses and damages arising from: (a) damage caused by the Customer to SIG property or equipment;(b) misuse of SIG deliverables; or (c ) Customer breach of law or third-partyrights.
14. Data Protection
14.1 Where SIG processes personal data on behalf of the Customer, the Customer shall be the Data Controller and SIG shall be the Data Processor under UK GDPR.
14.2 SIG shall only process personal data as necessary to perform the Services and in accordance with Customer instructions.
14.3 SIG will maintain appropriate technical and organisational measures to protect personaldata.
14.4 SIG will not retain personal data longer than reasonably necessary.
14.5 SIG’s Data Protection Policy is available at www.sigeurope.co.uk and queries may beaddressed to DPA@sigeurope.com.
15. Force Majeure
15.1 Neither party shall be liable for delay or failure caused by events beyond its reasonable control including (without limitation): fire, flood, pandemic,extreme weather, war, terrorism, civil unrest, strikes, supply chain disruption, or government restrictions.
15.2 If theevent continues for more than 90 days, either party may terminate the Contract by written notice.
16. Notices
16.1 Notices must be in writing and sent to the other party’s registered office or lastnotified email address.
16.2 Notices will be deemed received: (a) when delivered by hand or courier during Business Hours; or (b) when sent by email, provided confirmation of receipt is obtained.
17. Waiver
17.1 A failure or delay in exercising any right does not constitute a waiver of that right.
18.Severance
18.1 If any provision of these Terms is held invalid or unenforceable, the remainder shall remain in full force and effect.
19.Governing Law and Jurisdiction
19.1 These Terms and the Contract shall be governed by the laws of England and Wales.
19.2 The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with the Contract.