Basis of the Contract

1. When you instruct Alcea Consulting Limited, it will be deemed to be an offer to buy Services under these Terms.

2. When we receive your instructions, we will create a Scope of Services for you. The agreement between us will begin on the date that you sign the Scope of Services confirming that it is accepted. Once signed, the Scope of Services will form part of the contract between us, together with these Terms.

3. We note that any examples, drawings, or promotional material sent to you by us, and any details in any catalogues or brochures we use are meant only to give you an indication of the Services and will not form part of the agreement between us nor do they have any contractual force.

4. These Terms are the only ones that apply to our agreement, excluding all other terms that you may want to impose or incorporate or which are implied by law, trade custom, practice or course of dealings.

5. If we provide you with a quote or estimate, we note that this is not an offer and is only valid for 20 Business Days from the date it is sent to you.

 Services
2.1.    We will provide the services from the Start Date as set out in the Scope of Services and these Terms. 
2.2.    We will do our best to meet the performance dates in the Scope of Services, but these dates are set as estimates and not deadlines and time is not of the essence for performance of the Services. 
2.3.    We reserve the right to change the Scope of Services if it’s needed to follow the law or if the proposed change doesn’t materially affect the Services and we will inform you of any such changes when made. 
2.4.    We promise to provide the Services with reasonable skill and care.
2.5.    We may agree with you in the Scope of Services that we will deliver the Services  in an online or remote format. This will not affect the standard of Services and will include all of the same materials and methodologies of a physical delivery of service, which may be adjusted to represent some characteristics such as use of break rooms, digital whiteboards or virtual sessions.

 Your duties to us 
3.1.    You will need to: 
(a) make sure the details set out in the Scope of Services are correct and complete; 
(b) work with us in relation to our performance of the Services; 
(c) allow us and our employees or consultants access to  your premises and other facilities, including but not limited to access to Zoom/Teams, as reasonably  required by us to perform the Services; 
(d) give us accurate information and materials that we require to perform the Services; 
(e) maintain all required licences and permissions which may be required for the Services before we begin to work together; 
(f) look after any of our materials, documents and any other property of ours that you keep at your premises and only use such property with our permission; and 
(g) meet any other obligations in the Scope of Services.
3.2.    If you prevent us from meeting our obligations in performing the Services by an act or omission on your part (or failure to perform any of the activities mentioned in 3.1 above), we will be able to: 
(a) suspend our performance of the Services until you remedy your default (we will be able to rely on your default, if it continues, to relieve us from our duty to perform the Services); 
(b) refuse to pay any costs to you (or costs in relation to the losses you may have faced) because of this delay or failure; and 
(c) claim any costs, losses or expenses that we may have incurred due to your default.

Fees and Payment 
4.1.    The cost for the Services will be the fees set out in the Scope of Services exclusive of VAT, and will be based on the Services provided and the agreed Deliverables at different stages: 
4.1.1.    Assessment phase: to include setting up of the AI Council, research into both the business problems and suitable AI tool solutions followed by a report outlining the findings and our recommendations;
4.1.2.    Implementation phase: project and change managing the implementation of the agreed tool along with project and change management activities including training.
4.1.3.    Aftercare: Final lessons learned and performance management report showing where further improvements could be made (if any) and setting out a round up of the AI tools successful implementation.
4.2.    We will invoice you for reasonable expenses incurred by us in performing the Services, including travel, accommodation, meals, third-party services, and materials (where we have previously agreed with you that this is acceptable).
4.3.    We may increase our fees on an annual basis from the start date, matching the rise in the Retail Prices Index over the previous year.  
4.4.    We will send you the first invoice on the date that you sign the Scope of Services.
4.5.    You will need to pay our invoices as set out in the Scope of Services. 
4.6.    All payments must be made in full to our bank account promptly, within 14 days, as payment timing is critical. If for whatever reason the Services haven't begun due to non-payment, we’ll consider this a customer default under clause 3.2 above.
4.7.    All payments exclude VAT, which will be added to our invoice and payable by you (if applicable).
4.8.    We note that late payments will accrue daily interest at 4% above the Bank of England base rate (or at 4% if the base rate is below 0%).
4.9.    All payments must be complete without any deductions.

Intellectual Property 
5.1.    We own all Intellectual Property in the Services, except for those relating to materials provided by you.
5.2.    We agree to give you a fully paid, worldwide, non-exclusive, royalty-free perpetual and irrevocable license to use the deliverables relating to the Services in your business.  This license is not transferable to anyone else.
5.3.    You agree to give us a license to use and change your materials to provide the Services.

Liability Limits – Please read this carefully
6.1.    The references to liability in this clause include every kind of liability arising in relation to this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
6.2.    For the avoidance of doubt, nothing in this clause limits your payment obligations under this agreement.
6.3.    Additionally, the agreement doesn't limit liability for: 
(a) Death or personal injury caused by negligence; 
(b) Fraud or fraudulent misrepresentation; 
(c) Legal rights in the Supply of Goods and Services Act 1982.
6.4.    Excluding those liabilities listed in 6.3, our total liability will never exceed 100% of the total fees paid by you to us in the 12 months immediately preceding the date on which the claim has arisen.
6.5.    Except for clauses 6.2 and 6.3 above, we will not accept any liability in relation to the following losses: 
(a) loss of profit; 
(b) loss of business or sales; 
(c) loss of contracts; 
(d) loss of expected savings; 
(e) loss of data or software corruption; 
(f) damage to goodwill; and 
(g) Indirect or consequential losses.
6.6.    Given the fact that we have given compliance commitments in relation to our delivery of the Services, implied terms in the Supply of Goods and Services Act 1982 are excluded to the legal maximum.
6.7.    We would ask you to report any claims to us immediately and, at the very least, within 6 months of becoming aware of any claim.  All claims must be notified to us in writing, identifying the event and the grounds for the claim in reasonable detail.  Unless you notify us that you intend to make a claim within 6 months, we shall have no liability for that event.
6.8.    This liability clause remains effective after the agreement ends.

Ending the Contract 
7.1.    This agreement will continue until the earlier of all the agreed Services in the Scope of Work having been provided, or either party serving the other party 1 month’s notice to terminate. 
7.2.    Either of us may terminate the agreement with immediate effect if any of the following occurs: 
(a) the other party commits a significant breach, which is left unremedied after 30 days of receiving notice from the other party; 
(b) steps towards insolvency are taken by the other party; 
(c) the other party takes steps to cease its business operations or any substantial parts of its business operations; 
(d) the other party’s financial position deteriorates to such an extent that it jeopardizes the parties from being able to fulfil the Contract.
7.3.    We may end the agreement between us immediately if you fail to pay on time.
7.4.    At any time, we may decide to pause our performance of the Services if we believe that any of the above may take affect (clauses 7.2 – 7.3).

After Termination 
8.1.    When the agreement between us ends: 
(a) You must immediately settle all invoices and, if applicable, we will invoice for work already completed but not yet invoiced which will be payable upon receipt; 
(b) You must return all our property or allow us to retrieve our property, keeping it safe until then.
8.2.    It is important to note that ending the agreement between us won’t affect any accrued rights or liabilities, including damage claims for any pre-termination breaches.
8.3.    Any of the clauses that are meant to continue in force on or after termination of our agreement (whether expressly set out or implied) will remain in force even after the agreement comes to an end.

General Terms 
9.1.    Force Majeure: Neither of us will be in breach of our agreement for delays or failures beyond our reasonable control.
9.2.    Assignments and dealings: (a) We will be entitled to assign any of our rights or liabilities under our agreement. (b) You will need our written consent to assign your rights under this agreement.
9.3.    Confidentiality: We both undertake not to disclose any confidential information concerning the business, affairs, customers, clients or suppliers of the other party at any time, except as follows:
(a)    To our employees, freelance consultants or subcontractors only for the purposes of satisfying our obligations to undertake the Services;
(b)    As required by law.
9.4.    Entire Agreement: This agreement makes up the entire agreement between us, superseding all others.
9.5.    Changes: Any changes to our agreement must be in writing and signed by both parties.
9.6.    Waiver: A waiver or any rights or remedies must be made in writing and won't affect any other rights.
9.7.    Severability: If any part of this agreement becomes invalid, it will be carved out and will not affect the validity of the remaining agreement.
9.8.    Notices: 
(a) Notices must be written and delivered by hand, post, fax, or email to the provided contacts as set out in the Scope of Services. 
(b) Notices are considered received when delivered, or at 9.00 am on the second Business Day after posting, or when faxed or emailed during business hours.
9.9.    Third Party Rights: The agreement between us doesn’t allow third parties to enforce any terms.
9.10.    Governing Law: Our agreement and any dispute arising in connection with it will be governed by the law of England and Wales.
9.11.    Jurisdiction: Disputes will be settled exclusively by English and Welsh courts.