Our terms: Trace® client services

 

Definitions

In these terms, the following definitions apply: 

  • "Client Information" means Information clients share with us pursuant to the Professional Services work;
  • "Documentation" means relevant project reports or artefacts pursuant to the Professional Services work;
  • "Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in Confidential Information; in whichever part of the world existing;
  • "Professional Services" means the professional services provided to you by us, which may include consulting, content creation or training;
  • "Us" "we" and "our" refers to Trace Data Limited, a company registered in Scotland with registered number SC484420 and having its registered office at Ground Floor, 11-15 Thistle Street, Edinburgh, Scotland, EH2 1DF;
  • "You" means our Client, an organisation engaging us for and receiving Professional Services.

Our relationship with you

  • We will perform the Professional Services using reasonable skill and care for the sole benefit of you, our Client;
  • We will provide the Professional Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other;
  • We may subcontract portions of the Professional Services to our service providers, who may deal with you directly. Nevertheless, we alone will be responsible for the performance of the Professional Services;
  • We will not assume any management responsibilities in connection with the Professional Services. We will not be responsible for the use or implementation of the output of the Professional Services.

Your responsibilities

  • You shall assign a qualified person to oversee the Professional Services. You are responsible for all management decisions relating to the Professional Services, the use or implementation of the output of the Professional Services and for determining whether the Professional Services are appropriate for your purposes;
  • You shall provide to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Professional Services;
  • All information provided by you or on your behalf (“Client Information”) shall be accurate and complete. The provision of Client Information to us will not infringe any copyright or other third-party rights;
  • We may rely on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it.

Intellectual Property Rights

We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Professional Services. Notwithstanding the delivery of any client reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Professional Services), and in any working papers compiled in connection with the Professional Services  (but not Client Information reflected in them).

Confidentiality

Except as otherwise permitted by these terms, neither of us may disclose to third parties any information provided by, or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:

  1. ) is or becomes public other than through a breach of these terms
  2. ) is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information,
  3. ) was known to the recipient at the time of disclosure or is thereafter created independently,
  4. ) is disclosed as necessary to enforce the recipient’s rights under this agreement, or
  5. ) must be disclosed under applicable law.

Fees and expenses

  • You shall pay our professional fees and specific expenses in connection with the Professional Services as detailed in the Statement of Work, our timesheets or any of its appendices. You shall also reimburse us for other reasonable expenses incurred in performing the Professional Services
  • Our fees are exclusive of Value Added Tax (or other taxes); we are VAT registered. Our VAT number is: 322820923
  • We may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of our Services dependent upon complete satisfaction of our claims. Unless otherwise set forth in the applicable Statement of Work, payment is immediately due following receipt of each of our invoices and within 14 days
  • We may charge additional professional fees if there is a change of scope or additional work is required
  • We will charge a reasonable account administration fee, where there is no billable consultancy time
  • If you fail to pay our invoice within 30 days, we reserve the right terminate your services or withhold information relating to your Professional Services work or charge reasonable late payment fees for overdue invoices and interest in line with the UK ‘statutory interest’ rate (8% plus the Bank of England base rate).

Force majeure

Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.

Term and termination

  • This Agreement applies to the Professional Services whenever performed (including before the date of this Agreement)
  • This Agreement shall terminate on the completion of the Professional Services. Either of us may terminate it, or any particular Services, earlier upon 90 days’ prior written notice to the other. In addition, we may terminate this Agreement, or any particular Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Professional Services  in accordance with applicable law or professional obligations
  • You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement
  • Our respective confidentiality obligations under this Agreement shall continue for a period of ten years following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.

Governing law and jurisdiction

This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Professional Services, shall be governed by, and construed in accordance with, the laws of Scotland.


For details of your data rights and how we process your personal data, please refer to our privacy notice.