Standard Service Terms & Conditions
These legal terms (English law applies and disputes will be settled by English courts) are between you and Think with Jude (me/I/my/mine) and you agree to them by signing an agreement to use my services.
1. How to contact me
Email me on [email protected]
Phone me on 0776 970 4837
2. How I’ll contact you
I’ll contact you through the email, phone or physical address details you have provided so please let me know if any of these change.
3. Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
4. Provision of the Services
Think with Jude will provide services with reasonable skill and care to the client, in line with their instructions from the start date for the term of the agreement.
Think with Jude will be responsible for complying with all statutes, regulations, bylaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
If the client requires Think with Jude to act on their behalf this will be agreed between us as the need arises.
Think with Jude will accommodate any reasonable changes in the Services requested by the Client and the client understands that they may need to accept a change in fee as a result.
5. Intellectual Property Rights
Think with Jude will retain the ownership of any and all Intellectual Property Rights for anything produced by them in the course of providing the Services. Throughout the Term of the Agreement, the Service Provider shall be deemed to automatically grant a royalty-free, non-exclusive licence of any and all such rights to the Client to use the same in accordance with the terms of the Agreement and the Services.
The Service Provider shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.
6. Client’s Obligations
The Client will provide all information to Think with Jude necessary to provide the services agreed.
The Client will provide any decision, approval, consent or any other communication needed to continue with the provision of the Services in a reasonable and timely manner.
If any consents, licences or other permissions are needed from any third parties such as data from staff, psychometric providers or similar, it will be the Client’s responsibility to obtain these before the start date.
The Client will ensure Think with Jude has access to agreed locations of service provision.
If the services are delayed because the client did not comply with these points it will not be the responsibility or fault of Think with Jude and the agreed fee will still be payable.
7. Fees, Payment and Records
Think with Jude will invoice the client in line with the agreement, the client will pay all invoices within 30 days of the invoice date. If the payment date is not a business day it may be made on the next business day.
Interest will be applied for all invoices not paid within 30 days on a daily basis at 4% above Bank of England’s base rate of First Direct until payment is made in full.
8. Liability, Indemnity and Insurance
Nothing in clause 6 will exclude or limit my liability for:
Death or personal injury caused by my negligence;
Fraud or fraudulent misrepresentation; or
Any other liability which cannot be limited or excluded by applicable law.
Think with Jude will at all times during the delivery of services have suitable and valid insurance including public liability insurance.
In the event that Think with Jude fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
Think with Jude’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.
Think with Jude shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by Think with Jude.
Think with Jude will indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of it’s breach of the Agreement.
The Client shall indemnify Think with Jude against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by Think with Jude) caused by the Client or its agents or employees.
Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
During the period of the agreement and for an agreed period after it’s termination each Party will:
keep confidential all Confidential Information;
not disclose any Confidential Information to any other party;
not use any Confidential Information for any purpose other than in the terms of the Agreement;
not make any copies of, record in any way or part with possession of any Confidential Information; and
ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of this clause.
Either Party may:
disclose any Confidential Information to:
any sub-contractor or supplier of that Party;
any governmental or other authority or regulatory body; or
any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
as long as they disclose that the information is confidential.
use any Confidential Information for any purpose that becomes public knowledge through no fault of that party
1o. Force Majeure
Neither Party to the Agreement will be liable for any failure or delay in performing their obligations if the failure or delay is because of any cause that is beyond the reasonable control of that Party.
11. Term and Termination
The Agreement will start on the agreed start date and shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 11 of the Agreement.
We both have the right to extend the agreement by mutual agreement at any time before the end of the term.
Either Party may terminate the Agreement by giving each other 14 days written notice.
Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
any sums owing under the Agreement is not paid within 90 Business Days of the due date for payment;
the other Party breaches the Agreement and, if possible does not remedy it within 30 Business Days after being given written notice of the breach;
a receiver is appointed, of any of the property or assets of that other Party;
the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
the other Party ceases, or threatens to cease, to carry on business; or
control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
12. Effects of Termination
Upon the termination of the Agreement for any reason:
any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
subject as provided in Clause 12 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other;
each Party shall (except to the extent referred to in Clause 9 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and
The Intellectual Property Rights granted under Clause 5 of the Agreement will terminate and the Client will stop using the Intellectual Property Rights, and return any such material in its possession or control to Think with Jude.
13. You agree to me using your information
14. Data Processing
The Data Controller will make sure it has the consent of individuals to lawfully transfer personal data to the Data Processor to provide the services in the Agreement.
The Data Processor will:
Provide any data requested by data subjects at the Data Controller’s cost;
Notify the Data Controller if there is a personal data breach;
Delete, destroy or return all personal data including copies to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law; and
Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance this Clause 12 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
Either Party can alter their data protection provision and should notify the other party within 30 days.
15. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
16. Further Assurance
Both of us will do everything necessary to deliver the services in the agreement.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
19. Assignment and Sub-Contracting
Think with Jude is entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Service Provider.
The times and dates referred to in the Agreement may be varied by mutual agreement between the Parties.
21. Relationship of the Parties
Nothing in the Agreement means that we are in a partnership, joint venture, agency or other fiduciary relationship other than the contractual relationship expressly provided for in the Agreement.
22. Third Party Rights
No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
The Agreement will continue and be binding on the transferee, successors and assigns of either Party as required.
All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
24. Entire Agreement
The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
27. Dispute Resolution
The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
Nothing in Clause 27 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
The decision and outcome of the final method of dispute resolution under Clause 27 of the Agreement shall be final and binding on both Parties.