Definitions

1.1 For this Agreement:

• “Background Intellectual Property Rights”: Intellectual Property Rights owned by or licensed to a party prior to the start of the Contract Period.
• “Consultant”: Any suitably qualified professional provided by InsightBull Consulting Limited to deliver the Services.
• “Consultant Day”: A Consultant working 7.5 hours between 09:00 and 17:30 on any day except Saturdays, Sundays, bank holidays, or public holidays.
• “Contract Period”: The duration for which Services are provided under this Agreement, commencing from the specified start date and continuing until the agreed end date or termination.
• “Fees”: Payments detailed in the Proposal or calculated according to Schedule 1.
• “Intellectual Property Rights”: Patents, copyrights, trademarks, trade names, design rights, and other intellectual property rights, registered or unregistered, globally.
• “Proposal”: A document detailing the Services to be provided by InsightBull Consulting Limited, requiring the Client’s acceptance.
• “Scope”: The agreed Services as outlined in the Proposal.
• “Services”: Includes all activities specified in the Proposal or other agreed documents, encompassing Project Work, Retainer-Based Services, and Role-Based Services.
  
  

Scope of Services

2.1 The Client engages InsightBull Consulting Limited (“InsightBull”) to deliver the Services during the Contract Period.

2.2 InsightBull shall make reasonable efforts to perform the Services as outlined in the Proposal.

2.3 Any additional services requested by the Client beyond the agreed Scope, if accepted by InsightBull, will be provided on a time-and-materials basis at the rates specified in the Proposal, unless otherwise agreed in writing.

2.4 InsightBull may replace a Consultant with another suitably qualified individual, if necessary, for reasons such as training, holidays, or other operational requirements.

2.5 While InsightBull will aim to meet agreed timelines, such dates are estimates, and time shall not be of the essence of this Agreement.

Term

3.1 This Agreement commences when the Client returns a signed Proposal or issues a purchase order. It remains in force for the Contract Period unless terminated or amended by mutual consent.

Fees and Payment Terms

4.1 The Client shall pay the Fees and reimburse any reasonable expenses incurred by InsightBull in delivering the Services, including necessary disbursements.

4.2 Project Work: 50% of the total fee is payable upfront, with the remaining 50% due upon project completion.

4.3 Retainer-Based Services: Payments are due upon invoice, with immediate payment expected unless agreed otherwise in writing.

4.4 Role-Based Services: Payments are due upon invoice, with immediate payment expected unless agreed otherwise in writing.

4.5 If the estimated project duration cannot be reasonably met, InsightBull will notify the Client, and additional fees for extended services will apply.

4.6 Late payments will incur interest as stipulated under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

Program Management

5.1 Each party shall designate a program manager to oversee the Services.

5.2 The Client acknowledges that InsightBull’s program manager cannot approve amendments to this Agreement without express authorisation.

Warranties and Representations

6.1 InsightBull warrants that it will perform the Services with reasonable skill and care.

6.2 The Client’s sole remedy for breach of warranty is either an equitable refund or re-performance of the disputed Services, at InsightBull’s discretion.

6.3 InsightBull makes no warranty to solve specific problems within the Contract Period unless explicitly stated in the Proposal.

6.4 All other implied warranties are expressly excluded.

Client’s Obligations

7.1 The Client shall provide InsightBull with necessary access to premises, information, data, and personnel.

7.2 The Client warrants that all software, data, and documentation provided is accurate, complete, and virus-free.

7.3 The Client must ensure all necessary licences, consents, and permissions are obtained and indemnify InsightBull against claims arising from any breach of this obligation.

7.4 If the Client fails to meet its obligations, InsightBull may suspend the Services and extend the Contract Period accordingly.

Intellectual Property Rights

8.1 Background Intellectual Property Rights remain vested in the owning party.

8.2 Intellectual Property Rights in materials developed during the Services vest in InsightBull.

8.3 Upon full payment of Fees, InsightBull grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Developed Material strictly for receiving the Services.

8.4 The Client indemnifies InsightBull against claims related to third-party software used during the Services.

Termination

9.1 Either party may terminate this Agreement if the other becomes insolvent, ceases trading, or materially breaches this Agreement.

9.2 InsightBull may terminate this Agreement with 30 days’ notice or if a third-party software provider terminates its agreement with InsightBull.

9.3 Upon termination, both parties must return property belonging to the other, and the Client must settle all outstanding Fees.

Limitation of Liability

10.1 InsightBull’s liability is limited to the greater of £30,000 or the total Fees paid.

10.2 InsightBull is not liable for indirect, incidental, or consequential damages, including loss of profits or opportunities.

10.3 The Client agrees that these limitations are reasonable and reflect the cost of the Services.

Confidentiality

11.1 Both parties agree to keep all trade secrets and confidential information of the other party private, except where disclosure is required by law or authorised in writing.

11.2 These obligations survive the termination of this Agreement.

Data Protection

12.1 InsightBull will comply with the Data Protection Act 2018 when processing personal data.

12.2 The Client agrees that personal data may be transferred or stored outside the UK/EEA as required to deliver the Services.

Governing Law

13.1 This Agreement is governed by and construed in accordance with English law, with exclusive jurisdiction vested in the English courts.

Entire Agreement

14.1 This Agreement constitutes the entire understanding between the parties, superseding all prior agreements and communications.