1. Agreement. This Agreement for Provision of Advisory Services (the “Agreement”) applies between Wimpole Street Advisory (“WSA RPUK LTD”) and the Customer being a party who signs a separate Schedule of Work or an Engagement Letter with WSA RPUK LTD as provided to such a party by WSA RPUK LTD. Subject to the Customer’s payment of the Fees and compliance with the terms of this Agreement, WSA RPUK LTD shall provide to the Customer such Consulting/Advisory Services as are detailed in an Engagement Letter or a Schedule of Work.

 

2. Definitions. “Confidential Information” means information in whatever form relating to the business, customers, products, affairs and finances of a Party and trade secrets including (but not limited to) information that a party creates, develops, receives or obtains in connection with this Engagement.

“Normal Working Days” means any day from Monday to Friday, excluding UK public holidays.

“Schedule of Work” means a separate document which references this Agreement and sets out the full name of the Customer, details of Services, Effort, Day/Fixed Rate and the Fees.

“Engagement Letter” means a separate letter which references this Agreement and sets out the full name of the Customer, details of Services, Effort, Day/Fixed Rate and the Fees.

“Services” means the scope of work or advice as is expressly set out in the relevant Schedule of Work or Engagement Letter.

 

3. Services. (a) All Services provided under this Agreement shall be provided on time and materials basis. WSA RPUK LTD does not warrant that it will meet any success criteria except as may be expressly defined in the Special Conditions section of a relevant Schedule. Any advice or Services provided by WSA RPUK LTD to the Customer shall be based on the information provided by the Customer;

(b) Notwithstanding the description of the Services, the only deliverable is WSA RPUK LTD’s time as specified herein. If any Services described herein is not completed upon WSA RPUK LTD providing the estimated number of Normal Working Days of Services as contracted herein, then WSA RPUK LTD shall provide the Customer with such work in progress of the same as is available at the time. In the event that the relevant Schedule of Work or Engagement Letter does not specify the estimated number of working days required for completion of Services, WSA RPUK LTD's shall at its sole discretion be entitled to determine the extent of such effort and Customer agrees to accept WSA RPUK LTD's judgement on the matter.

(d) Customer shall promptly make decisions relating to the provision of the Services and will provide WSA RPUK LTD with all reasonable support, facilities, assistance, resources and lawful access so as to enable WSA RPUK LTD to render the Services;

(f) Customer confirms that it has established and shall maintain proper security measures and procedures to provide for the safe custody and confidentiality of all Confidential Information supplied to it and to prevent unauthorised access thereto or use thereof; and

(g) WSA RPUK LTD may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that confidentiality obligations under this Agreement are extended to such party.

 

4. Charges. Unless otherwise agreed in a relevant Schedule of Work or Engagement Letter, WSA RPUK LTD shall invoice the Customer for the Fees on weekly basis (based on the Day Rate for the Effort provided during or previous to that week, each identified in a Schedule) and the Customer shall pay all such invoices within 7 days from the date of the same. Upon Customer’s payment of an invoice all of the Services included in such invoice are deemed accepted by the Customer. Customer shall reimburse WSA RPUK LTD for all reasonable expenses (e.g. accommodation, travel and subsistence) incurred in providing the Services.

 

5. Warranty. WSA RPUK LTD shall provide the Services with reasonable skill and care and shall ensure all consultants supplied to Customer are competent in the provision of such Services. Except as expressly stated within this Agreement, all warranties and conditions, whether express or implied, by statute, common law or otherwise, are excluded to the extent permitted by law. Further, WSA RPUK LTD does not warrant suitability or appropriateness of Services provided or advice given for the Customer’s business interests or activities.

 

6. Liability. (a) The total liability of WSA RPUK LTD (or any of its members, employees, group undertakings or connected parties) under this Agreement whether in contract, tort or otherwise shall not exceed either £10,000 or 100% of the Fees paid for the Services, whichever is the lower.

(b) The above limitation does not apply to personal injury or death arising from the negligence of WSA RPUK LTD, or for any breach based upon an act of fraud. In no event shall WSA RPUK LTD be liable to Customer or to any third party for any loss of profits (whether direct or indirect), loss of use, loss of data, loss of contracts, loss of goodwill, loss of opportunity, loss of revenue or anticipated savings or for any special, indirect or consequential loss or damage whether or not WSA RPUK LTD knew of the circumstances giving rise to such loss.

(c) The Customer shall ensure that no personal data within the meaning of the Data Protection Act 1998 is provided to WSA RPUK LTD and shall indemnify and hold WSA RPUK LTD harmless in the event that WSA RPUK LTD is subject to our threatened with any action, or incurs any loss, damage or liability due to the Customer's failure to comply with the above, or due to provision to WSA RPUK LTD of any intellectual property belonging to a third party without having requisite right to do so.

WSA RPUK LTD shall not be liable to the Customer or to any third party for any damages suffered as a result of the Customer failing to disclose any relevant information to WSA RPUK LTD.

 

7. Confidentiality. The parties hereto shall keep confidential any Confidential Information of the other and all other information designated and notified to one by the other as confidential, obtained under or in connection with this Agreement or provision of services.  Neither party shall have any such obligation with respect to information which is already in its possession, is independently developed, is lawfully obtained from a third party with no restriction on disclosure or is or becomes publicly known through no wrongful act of such party.

 

8. Intellectual Property. Except where any intellectual property rights (whether registered or otherwise) which belonged to the Customer prior to engaging WSA RPUK LTD or where such rights have arisen independent of WSA RPUK LTD's involvement, all other intellectual property rights arising from the provision of the Services shall automatically vest in WSA RPUK LTD and Customer undertakes to execute such documentation as may be necessary to perfect the title of WSA RPUK LTD to such rights.

 

9. Termination. This Agreement may be terminated by either party on seven days prior written notice and any sums due and owing to WSA RPUK LTD pursuant to this Agreement shall remain a debt due and payable to WSA RPUK LTD by Customer. Each party may terminate this Agreement with immediate effect in the event that the other party materially breaches the terms set out herein where such breach is incapable of being remedied by the breaching party or the breaching party does not remedy the breach within 7 days of its occurrence. Time shall not be of the essence under this Agreement. Following the termination of this Agreement, each party shall either return or destroy all such Confidential Information which belongs to the other party (as requested by such party) and confirm its compliance with this clause in writing. Any fees paid prior to termination shall not be entitled for a refund and any the termination shall not affect a party’s payment obligations hereunder.

 

10. General. (a) This Agreement and a corresponding Schedule of Work or Engagement Letter shall constitute the entire agreement between the parties for the provision of the Services.

(b) Upon WSA RPUK LTD’s reasonable request, the Customer shall act as WSA RPUK LTD’s reference in relation to the Services WSA RPUK LTD has provided to the Customer.

(c) This Agreement shall be governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.