darvaja Terms and Conditions

Standard Terms and Conditions for the Provision of Consultancy Services

1. DEFINITIONS, INTERPRETATION AND CONSIDERATION

1.1 Definitions: 

Words and expressions shall have the meanings given below, unless otherwise provided:

“Client”

means the natural or legal person, public authority, agency or other body identified as the client in the relevant SoW;

“Consultant”

means DARVAJA LIMITED;

“Client Material”

all documents, information (including but not limited to personnel), items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Consultant in connection with the Services; 

“Data Protection Legislation”

means any and all applicable laws, statutes and regulations relating to data protection, including but not limited to the GDPR (General Data Protection Regulation) 2016/679 and UK GDPR, United Kingdom Data Protection Act 2018, and the Electronic Communications (EC Directive) Regulations 2003;

“Personal Data”

has the same meaning as in the Data Protection Legislation; 

“Effective Date”

means the date set out in the relevant SoW;

“Fees”

means the amount set out in the Fee(s) and Invoicing section in the relevant SoW;

“Force Majeure Event”

means any circumstance not within the Consultant’s reasonable control, including, without limitation:

1.        acts of God, flood, drought, earthquake or other natural disaster;

2.      epidemic or pandemic;

3.      terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

4.      nuclear, chemical or biological contamination or sonic boom;

5.      any law or any action taken by a government or public authority; and

6.      non-performance of the Client to provide Client Material;

“Parties”

means the Client and Consultant, together;

“Services”

means the services described in the relevant SoW;

“Service Delivery Date”

means, if applicable, the service delivery date specified in the relevant SoW which reflects the date by which the Consultant may deliver to the Client the Services via email or as otherwise specified in the relevant SoW;

“SoW”

means the statement of work document which describes the Services to be provided by the Consultant to the Client in exchange for the Fees; and

“UK GDPR”

means the General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.

1.2 Interpretation:

1.2.1 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular. 

2. APPOINTMENT AND SCOPE OF WORK

2.1 Following an initial request for Services by the Client, the Consultant may issue a SoW relating to the Services requested.

2.2 If the Client wishes the Consultant to provide the Services it shall agree to the SoW by way of a signature (including without limitation an electronic signature) on the SoW or in some other manner, including but not limited to, an email acceptance or by making payment (in full or part thereof) of the Fees set out in the SoW.

2.3 The SoW shall be legally formed when the Client confirms its acceptance, as set out in clause 2.2 above. In such circumstances, the Client appoints the Consultant to provide the Services described in the SoW, in consideration of payment by the Client of the applicable Fees.

2.4 For the avoidance of doubt, each SoW forms a separate contract between the Client and the Consultant (subject to the terms of these Standard Terms and Conditions).

3. SERVICES

3.1 For any services requested by the Client and accepted by the Consultant, the Consultant shall provide the Client with a draft SoW which the Parties shall discuss and agree. Once agreed, the SoW shall be formally confirmed by each Party’s duly authorised representative.  

3.2 Once a SoW is signed by the Parties pursuant to clauses 2.1 and 2.2, it shall be construed as binding on the Parties respectively and shall be subject to these Standard Terms and Conditions.

3.3 The Parties may amend the terms of an SoW subject to: (i) any such amendment being in writing; (ii) each party’s duly authorised representative confirming such amendments; (iii) clause 4.2 below; and (iv) any such amendment being subject to these Standard Terms and Conditions. 

4. FEES AND PAYMENT

4.1 The Client undertakes to pay the Consultant, as consideration for the Services provided by the Consultant, the Fees agreed between the Parties and as set out within the relevant SoW and within the time specified within that relevant SoW.

4.2 Should the scope of the Services increase following the formation of the SoW, the Consultant shall specify, in writing, the additional services and further sums which is required to be paid by the Client within the time specified for the additional services. Upon written agreement between the Parties, the Client shall pay such amounts as specified and within the time in the relevant amendment document. Where no such time is set out, the Client shall be required to pay within 14 business days (Monday to Friday, inclusive, but excluding any days where it is a public holidays in the United Kingdom) from the date of receipt by the Client of an invoice from the Consultant.

4.3 Should the Client refuse or fail to pay the applicable Fees at the time specified, the Consultant shall be entitled to refuse to provide some or all of the Services. Nevertheless, if the Consultant does provide some or all of the Services despite the Client’s failure to pay the agreed Fees at the time set out in the SoW, the Client will remain liable to pay the Consultant all fees in relation to the Services and any other interest or cost specified under these Standard Terms and Conditions.

4.4 The Consultant shall be entitled to claim and recover interest of four percent (4%) per annum above the base lending rate of Barclays Bank PLC (before as well as after any related judgment) on any overdue payment. Such interest shall accrue on a daily basis from the due date until payment in full is received by the Consultant. The Consultant shall be entitled to claim and recover all costs and expenses, on a full indemnity basis, incurred in the collection of payment due. 

4.5 This clause 4 shall survive after termination or expiry of the relevant SoW and these Standard Terms and Conditions until fulfilment of all obligations arising from this clause 4.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 In relation to any hard copy deliverables, including but not limited to report(s), document(s) or any other written material (“deliverables”), which are presented by the Consultant to the Client as a result of the Services:

a)   the Consultant shall retain ownership of all intellectual property rights in the deliverables, excluding the Client Materials;

b)   the Consultant grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free perpetual, and non-transferrable licence to the deliverables for the purpose of receiving and using the deliverables in its business; 

c)    the supplier retains the right to be identified as author of any work carried out by them under each SoW and their right to object to derogatory treatment of such work; 

d)   the Client shall not sub-license, assign or otherwise transfer the rights granted in the deliverables; 

5.2 In relation to the Client Materials, the Client:

a)   and its licensors shall retain ownership of all intellectual property rights in the Client Materials; and

b)   grants to the Consultant a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Agreement for the purpose of providing the Services to the Client.

6. LIMITATION OF LIABILITY AND INDEMNITIES

6.1 Except unless expressly provided to the contrary in these Standard Terms and Conditions, the Service is provided “as is” and “as available” without any representation or warranty of any kind, express or implied, as to the Service or its impact (including without limitation, a successful bid application). 

6.2 The Consultant shall use its best endeavours to ensure that the Service is delivered in a timely manner but the Consultant shall not be responsible for any delays, delivery failures, or any other loss or damage (howsoever caused) including, without limitation, resulting from a Force Majeure Event or as a result of delay or failure of the Client providing any Client Material requested by the Consultant in relation to Services under any SoW.

6.3 Where the Consultant is found liable for any breach of these Standard Terms and Conditions and/or any SoW, the Consultant’s liability shall be limited to 50% of the Fees paid under the relevant SoW which the Consultant is found liable under.

6.4 The Client shall at all times hold harmless the Consultant against all claims, liabilities, charges, losses, damages and expenses which it may incur in connection with the performance of the Services by the Consultant.

6.5 The Client shall indemnify the Consultant for any third-party claims arising out of the provision of Services provided by the Consultant to the Client.

7. PERSONAL DATA PROTECTION

7.1 The Parties acknowledge that from time-to-time Personal Data will be transferred between them for the purposes of carrying out the Services, and that the Consultant will process such Personal Data as a Processor on behalf of the Client. Instructions from the Client to carry out specific Services, which by their nature will require Personal Data to be processed in certain ways, will be understood by the Parties to constitute as “documented instructions” to process the Personal Data concerned, in accordance with the Data Protection Legislation.

7.2 The Consultant will process Personal Data on behalf of the Client in connection with the Services for as long as it provides the Services in question.

7.3 In order to provide the Services, the Consultant may process Personal Data of the employees, staff members or consultants of the Client, and on behalf of the Client, in a manner necessary in order to provide the Services. 

7.4 The Personal Data involved will depend on the Services being provided, but could include:

(a) Name

(b) Contact details (telephone number/address/e-mail address)

(c) Racial or ethnic origin

(d) Religious or philosophical beliefs

(e) Employment status/history

(f) Qualifications

(g) Financial information of person

7.5 Each party may exercise the rights of access, rectification, cancellation, opposition, erasure, limitation and portability within the terms of the Data Protection Legislation.

8. TERMINATION

8.1 Without affecting any other right or remedy to it, either party may terminate an SoW and/or these Standard Terms and Conditions with immediate effect if the other Party has committed a material breach of its obligations under the SoW (which for the avoidance of doubt includes non-payment of Fees). 

8.2 Upon early termination of any SoW (including without limitation termination before all Services have been delivered or before the Service Delivery Date), all Fees accrued to that date (which shall include Services that have been performed but not invoiced) shall become payable. 

8.3 Termination or expiry of these Standard Terms and Conditions and/or any SoW shall not prejudice any of the Parties’ rights and remedies which have accrued as at termination or expiry. Any provision of these Standard Terms and Conditions and/or any SoW that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Standard Terms and Conditions and/or any SoW shall remain in full force and effect.

9. MISCELLANEOUS

9.1 No amendment or variation of these Standard Terms and Conditions or any SoW shall be effective unless such amendment or variation is captured in writing and agreed to by each party’s duly authorised representative. 

9.2 In the event of a conflict of terms between an SoW and these Standard Terms and Conditions, the terms of the SoW, to the extent amended, shall prevail.

9.3 The Consultant’s duly authorised representative is Amardeep Kainth (amardeep@darvaja.org). The Client warrants that the person agreeing to the SoW on behalf of the Client and the person whose contact details are provided in the relevant SoW (which may be a different person as the one agreeing to the SoW) is the Client’s duly authorised representative.

9.4 Neither party may assign or transfer any of its rights and obligations under any SoW without the prior written consent of the other party.

9.5 A signed copy of any SoW which is delivered by means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement

9.6 No failure or delay to exercise any right or remedy under these Standard Terms and Conditions and/or any SoW, by either Party shall constitute a waiver of that right or remedy.

10. ENTIRE AGREEMENT

10.1 These Standard Terms and Conditions together with any SoW constitutes the entire agreement between the Parties and supersedes all previous agreements between them relating to the SoW’s subject matter. In entering into these Standard Terms and Conditions and/or the SoW neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, assurance or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. 

10.2 If any provision of these Standard Terms and Conditions becomes illegal, invalid or unenforceable, it shall be (a) deemed modified to the extent necessary to make it legal, valid or enforceable; or (b) deleted where such modification is not possible.  The remaining provisions of this Agreement shall be unimpaired and remain in full force and effect.

11. GOVERNING LAW AND JURISDICTION

11.1 These Standard Terms and Conditions together with any SoW and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with English Law and shall be construed by the exclusive courts of England and Wales.