Application and entire agreement

1. These Terms and Conditions apply to the provision of services or the purchase of “Consultancy Hours” detailed in the Service Provider Proposal provided by pecen Consulting Solutions Limited; a company registered in England and Wales under number 11958663, registered office at 1 Quality Court, London, WC2A 1HR (the Service Provider) to the person buying the services (the Client).

2. You are deemed to have accepted these Terms and Conditions when you accept the Service Provider’s Proposal. These Terms and Conditions and the Service Provider Proposal (the Contract) constitutes the entire agreement (“the Agreement”) between the Parties.
3. The Client acknowledge that they have not relied on any statement, promise or representation made or given by or on the Service Provider’s behalf. These Conditions apply to the Contract to the exclusion of any other terms that the Client try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. Words imparting the singular number shall include the plural and vice-versa.
6. “Consultancy Hours” are the number of hours detailed in the Service Provider Proposal provided by pecen and paid in advance by the Client.

7. “Proposal Schedule” means the agreed time and dates set out in the Service Provider’s Proposal for the provision of Consultancy Services in connection with the usage of Consultancy Hours.
8. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

Services

9. The Service Provider warrant that they will use reasonable care and skill in their performance of the Services which will comply with the Proposal, including any specification in all material respects. The Service Provider can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and they will notify the Client if this is necessary.
10. The Service Provider will use reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Proposal; however, time shall not be of the essence in the performance of their obligations.

11. The Service Provider will provide Consultancy Services for the purchased Consultancy Hours only and will do so according to the Proposal Schedule set out in the Proposal unless otherwise agreed in writing between the Parties.
12. All of these Terms and Conditions apply to the supply of any goods as well as Services unless the Service Provider specify otherwise. It also applies to apply to the supply of Consultancy Services based on a pre-paid number of hours (Consultancy Hours) and within a fixed period of time specified in the Proposal, accordingly.

Client’s obligations

13. The Client must obtain any permissions, consents, licences or otherwise that the Service Provider need and must give access to any and all relevant information, materials, properties and any other matters needed in order to provide the Services.
14. If the Client do not comply with Clause 13, the Service Provider can terminate the Services.
15. The Client is obliged to comply with the Proposal Schedule in connection with the usage of Consultancy Hours purchased unless otherwise agreed in writing between the Parties.

16. The Service Provider shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Service Provider performance of any of its obligations;
17. the Client shall reimburse the Service Provider on written demand for any costs or losses sustained or incurred by the Service Provider arising directly or indirectly from the Client Default.
18. The Service Provider is not liable for any delay or failure to provide the Services if this is caused by the Client’s failure to comply with the provisions of this section (Client’s obligations).

Return of property
19. Upon the expiry or termination of the Agreement, both Parties agrees to return any property, documentation, records, or Confidential Information which is the property of either Party accordingly.

Capacity/Independent Service Provider
20. In providing the services under the Agreement it is expressly agreed that the Services Provider is acting as an independent Services Provider and not as an employee. Both Parties acknowledge that the Agreement does not create a partnership or joint venture between them, and is exclusively a contract of services.

Fees and Deposit

21. The fees (Fees) for the Services are set out in the Proposal and are on a time and materials basis.
22. For Consulting Hours, the fees (Fees) are also set out in the Proposal and are based on a specific number of Consultancy Hours and a fixed time period.
23. In addition to the Fees, the Service Provider can recover from the Client a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by the Service Provider for the performance of the Services, and c) the cost of any materials required for the provision of the Services.

24. All expenses must be pre-approved by the Client.
25. The Client must pay for any additional services or Consultancy Hours provided by the Service Provider that are not specified in the Proposal in accordance with their then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between the Parties. The provisions of Clause 23 also apply to these additional services. If the Client is offered a promotional rate, and the Client fails to pay the Provider of service under the payment terms, the Provider of Service may charge the full rate and can terminate the agreement under clause 49.

26. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
27. The Client must pay a deposit (“Deposit”) if that is detailed in the Proposal at the time of accepting the Proposal.

28. If any Client do not pay the Deposit according to Clause 27, the Service Provider can either withhold provision of the Services until the Deposit is received or can terminate under Clause 49.
29. The Deposit is non-refundable unless the Service Provider fail to provide the Services and are at fault for such failure (where the failure is not the Service Provider’s fault, no refund will be made).

Cancellation and amendment

30. The Service Provider can withdraw, cancel or amend a Proposal if it has not been accepted by the Client, within a period of 14 days from the date of the Proposal, (unless the Proposal has been withdrawn).
31. Either Parties can cancel an order for any reason prior to the Client acceptance (or rejection) of the Proposal.

32. In addition to Clause 49 of these Terms and Conditions, an accepted and signed Agreement can only be cancelled, without being subjected to any costs or damages, by mutual written and signed agreement between the Parties.
33. Unless specified in Clause 32 above, If the Client wants to cancel the Agreement, at any time after it is signed, the Client must indemnify the Service Provider in full within 14 days against all fees, damages, costs, claims and expenses suffered by the Service Provider arising from the cancellation.

34. If the Client wants to amend any details of the Services, they must tell the Service Provider in writing as soon as possible. The Service Provider will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to the Client.
35. The acceptance of the Service Provider Proposal, in relation to the purchase of Consultancy Hours, by the Client, constitutes a legal bidding Agreement that; upon receipt of the Service Provider’s invoice, must be paid in full and cannot be canceled unless for the reasons specified below under “Termination”.

36. Any cancelation or amendment to the Proposal Schedule cannot be made after invoice is paid unless agreed in writing between both Parties.
37. If, due to circumstances beyond the Service Provider control, including those set out in the Clause 69 (Circumstances beyond a Party’s control), the Service Provider has to make any change in the Services or how they are provided, they will notify the Client immediately. The Service Provider will use reasonable endeavours to keep any such changes to a minimum.

Payment

38. The Service Provider will invoice the Client for payment of the Fees either:

a. when the Service Provider have completed the Services (excluding purchases of Consultancy Hours which are provided on a pre-paid basis); or
b. on the invoice dates set out in the Proposal.

39. The Client must pay the Fees due within 20 days of the date of the Service Provider’s invoice or otherwise in accordance with any credit terms agreed between the Parties.
40. Time for payment shall be of the essence of the Contract.
41. Without limiting any other right or remedy, if a client does not pay within the period set out above, the Service Provider will charge interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

42. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither Party can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
43. If a client does not pay within the period set out above, the Service Provider can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, the Client.

44. Receipts for payment will be issued only at the Client’s request.
45. Upon receipt of invoice payment, Consultancy Hours are then credited into the Client’s account and must be used within the time period specified in the Proposal.
46. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

47. The Service Provider can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of the Service Provider rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of their obligations to any third party.

48. The Client must not, without the Service Provider prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of the Client’s rights or obligations under these Terms and Conditions.

Termination

49. The Service Provider can terminate the provision of the Services immediately if the Client:

a. Commit a material breach of their obligations under these Terms and Conditions; or
b. Fail to make pay any amount due under the Contract on the due date for payment; or

c. Are or become or, in the Service Provider reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e. Convene any meeting of the Client’s creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of their assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of the Client, notice of intention to appoint an administrator is given by the Client or any of their directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for their winding up or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to their insolvency or possible insolvency.

50. The provision of Consultancy Services is automatically terminated either by; full usage of purchased Consultancy Hours and/or end of the time period specified in the Proposal, or
51. Circumstances beyond a Party’s control specified under Clause 69.

Intellectual property

52. The Service Provider reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. The Service Provider reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

53. The Client agree not use the intellectual Property for any purpose other than that contracted for in the Agreement except with the written consent of the Service Provider. The Client will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Liability and indemnity

54. The Service Provider liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this Clause.
55. The total amount of the Service Provider liability is limited to the total amount of Fees payable by the Client under the Contract.

56. The Service Provider is not liable (whether caused by its employees, agents or otherwise) in connection with their provision of the Services or the performance of any of the Service Provider other obligations under these Terms and Conditions or the Proposal for:

a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
c. any failure to perform any of the Service Provider obligations’ if such delay or failure is due to any cause beyond their reasonable control; or
d. any losses caused directly or indirectly by any failure or the Client’s breach in relation to their obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet the Client’s requirements or their use of the Services or any goods supplied in connection with the Services.

57. The Client must indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client or their agents or employees.
58. Nothing in these Terms and Conditions shall limit or exclude the Service Provider liability for death or personal injury caused by their negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

59. When supplying the Services to the Client, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of the Client’s employees.
60. The Parties agree that where such processing of personal data takes place, the Client shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended, and/or re-enacted from time to time.

61. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
62. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Client, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

63. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

64. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Client.
65. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found https://www.pecen.com/. For any enquiries or complaints regarding data privacy, the Client can contact the Service Provider Data Protection Officer at the following e-mail address: people@pecen.com.

Confidential Information

66. Confidential Information (the “Confidential Information”) refers to any data or information relating to the Parties, whether business or personal, which would reasonably be considered to be private or proprietary to both Parties and that is not generally known and where the release of that Confidential information could reasonably be expected to cause harm to the Client.

67. Both Parties agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which either Party has obtained, except as authorized and agreed by both Parties or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of the Agreement.
68. All written and oral information and material disclosed or provided by either Party under the Agreement is confidential information regardless of whether it was provided before or after the date of the Agreement or how it was provided.

Circumstances beyond a Party’s control

69. Neither Party is liable for any failure or delay in performing its obligations where such failure or delay results from any cause or circumstances that are beyond the reasonable control of that Party. Such causes or circumstances include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,

governmental action or any other event that is beyond the control of the Party in question. If the delay continues for a period of 90 days, either Party may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

71. All requests and notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the Party giving notice (or a duly authorised officer of that Party).
72. Notices shall be deemed to have been duly given:

a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.

73. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other Party.
No waiver

74. No delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Non-Solicitation

75. A party shall not, without the prior written consent of the other party, at any time from the Commencement Date to the expiry of 24 months’ after the completion date of the final Project, solicit or entice away from that party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of that party in relation to a Project. pecen reserves the right to charge the Client an Introductory Fee of 30% of the Remuneration, if this clause is breached.

Failure to Satisfy Service Agreements

76. In the event that our Supplier fails to provide the Services so as to meet or exceed the Service Agreement, then, without prejudice to any other rights or remedies that the Company may have pursuant to this Agreement, law or otherwise, the Company may apply Service Credits (or such other mechanism as agreed in writing between the parties).

77. Where Service Credits are payable in accordance with clause 76, the value of such Service Credits shall be deducted from the value of the next invoice issued by the Supplier. Where there is no next invoice to be issued by the Supplier, the Company shall issue an invoice to the Supplier to the value of the Service Credits and the Supplier shall pay such invoice within 30 days of the date of such invoice.

Severance

78. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

79. This Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.