Customer Terms & Conditions

This Agreement shall be deemed to have come into force on the Start Date and shall continue until the End Date or if terminated in accordance with Clause 6 (the Term).

3.1 TXP will perform the Services with reasonable skill and care in accordance with the terms of this Agreement in exchange for the payment of the Fees paid by the Customer to TXP.

3.2 Each party appoints its representative specified in the "Key Contacts" section of the Contract Summary who shall have authority to contractually bind their respective party on all matters relating to this Agreement.

3.3 TXP shall not be liable to the Customer to the extent that it is unable to perform or is delayed in performing any part of the Services due to any act or omission of the Customer, its agents, contractors, employees, or directors.

3.4 Following delivery and acceptance of the Report, the Customer may schedule an Appointment with one or more Experts in accordance with the booking process set out in the Report. If the Customer cancels a scheduled Appointment or fails to attend within 24 hours, the Customer remains liable to pay 1 unit of the estimated Fees for that Appointment; rescheduling within 24 hours incurs 0.5 units. TXP is entitled to monitor and record the duration of all Appointments.

3.5 The Customer acknowledges and agrees that: TXP provides the Services on a non-exclusive basis and may provide similar services to any third party; Fees for an Appointment are due regardless of whether the Expert resolved the issues raised; Experts are independent contractors with no employment relationship with TXP; and the Customer will not solicit an Expert for a similar consulting engagement outside TXP, without TXP's prior written permission, for one year from the most recent Project with, or introduction to, that Expert.

3.6 TXP does not itself have knowledge or expertise in the Field and is solely a technology platform enabling Customers to connect with Experts (the Platform). TXP is not a party to any contract between a Customer and an Expert. Any description or background information TXP provides about an Expert is for information only; the Customer should perform its own due diligence before arranging an Appointment.

3.7 Where TXP allows Customers to review Experts, the Customer agrees that any review represents their honestly held belief, and that TXP may use, amend or modify such reviews on its website or other media at its discretion.

4.1 TXP will issue invoices in accordance with the contract and the Customer will pay according to the agreed payment terms. Unless otherwise agreed, all Fees shall be paid in pounds sterling to the bank account TXP notifies in advance; an administrative charge may apply if payment in another currency is accepted.

4.2 All sums due shall be paid together with any applicable VAT, sales taxes or duties, subject to receipt of a valid VAT invoice.

4.3 Sums not paid on the due date bear daily interest at 8% per annum above the Bank of England base rate.

4.4 If sums are outstanding, TXP may immediately suspend further Services on written notice, which may include directing Experts to cease providing advice to the Customer.

4.5 Fees shall be paid without any set-off or deduction.

4.6 The Customer warrants it will not prevent, circumvent or avoid TXP's entitlement to the Fees, including misleading TXP about time spent on an Appointment, engaging an Expert directly without notifying TXP in advance, or making direct payments or benefits to an Expert in connection with a Project.

4.8 The Customer further warrants it will not contact any Expert introduced by TXP for 12 months after termination or expiry of this Agreement.

5.1 TXP shall own and control all Intellectual Property Rights in the Report and shall grant the Customer an exclusive, perpetual, royalty-free licence to use the Report in connection with the Project, subject always to Experts' rights under the applicable Privacy Laws.

5.2 Techspert shall own and control all Intellectual Property Rights in the Expert Materials, including transcripts and recordings, and shall grant the Customer a non-exclusive licence for use in connection with the Project, subject to the confidentiality obligations in Clause 9.

5.3 The Customer agrees TXP may use the Customer's name and logo on TXP's website and in promotional materials on a non-exclusive, worldwide, perpetual, royalty-free basis, and may use general information about the Customer's engagement with Experts for marketing purposes (for example, the general topics Experts were engaged to speak on). TXP will not disclose confidential information that could reasonably identify the Customer, nor link such information to the Customer's name.

6.1 This Agreement continues until the End Date stated in the Contract Summary.

6.2 The Customer may terminate for poor performance under Clause 3.10.

6.3 Either party (the non-Defaulting party) may terminate immediately by written notice if the other party (the Defaulting party): commits an unremediable material breach; commits a remediable material breach and fails to remedy it within 14 days of written notice; has a liquidator, administrator or receiver appointed (or equivalent under any jurisdiction), enters a scheme of arrangement with creditors, or becomes unable to pay its debts as they fall due; or is unable to perform its obligations for at least 30 consecutive days due to a Force Majeure Event.

7.1 Termination is without prejudice to any rights and/or obligations accruing prior to termination.

7.2 Each party's further rights and obligations cease immediately on termination, except that Clauses 1, 4, 5, 7-9 and 11-14 (inclusive), and any other parts necessary for the proper interpretation or enforcement of this Agreement, survive termination.

7.3 On termination: TXP shall cease providing all relevant Services; and each party shall, upon request, return or destroy any Confidential and Material Non-Public Information of the other party.

8.1 The Services are provided "as is"; the Customer specifically disclaims any warranty, express, implied or statutory, not expressly included in this Agreement.

8.2 TXP makes no representation or warranty as to the accuracy, completeness, quality or suitability of any Report, Expert or Expert Materials, or the success of the Project, and does not guarantee any named Expert will provide Consultancy Materials or participate in an Appointment.

8.3 The Customer is solely responsible for any decisions taken or not taken in connection with any Report and/or Expert Materials, and for any results or conclusions drawn from their use.

8.4 Subject to Clause 8.7, neither party shall be liable to the other or any other person for loss of profits, reputation, goodwill, business opportunity or anticipated savings, or any indirect or consequential loss; due to the timing of delivery of any Report; or due to any advice or information provided by an Expert.

8.5 Subject to Clause 8.7, each party's liability under this Agreement is limited to the amount of the Fee paid or payable by the Customer as at the date the relevant liability first arose.

8.6 Subject to Clause 8.7, each party is liable to the other only as expressly provided in this Agreement, with no other obligation, duty or liability in contract, tort or otherwise.

8.7 Nothing in this Agreement excludes or restricts either party's liability for fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.

9.1 Each party shall, during the Term and after termination, keep confidential all Confidential Information of the other party (including ensuring its directors, employees, sub-contractors, agents and representatives do so) and shall not use or disclose it to any third party except as required to perform its obligations, or with the other party's prior written consent.

9.2 This does not apply to Confidential Information the receiving party can prove was already in its possession; obtained from a third party with good title and no duty of confidentiality; already in the public domain other than through the receiving party's default; independently developed without reference to the Confidential Information; or required to be disclosed by law, regulation or a competent authority (subject to prior notice to the disclosing party where legally permitted).

9.3 Each party acknowledges the other may seek an injunction or other equitable relief for any threatened or actual breach of Clause 9.1.

TXP shall procure that its terms and conditions with Experts contain confidentiality obligations at least equivalent to those set out here. Expert terms and conditions are available at: https://www.techspert.io/terms-and-conditions-for-experts

Upon either party notifying the other of a desired change to the Services, TXP will confirm whether the change is possible and, if so, the revised nature of the Services, any changes to the Fees, and any other necessary variations to this Agreement. If agreed in writing, the Services will continue based on the variations; if the parties cannot agree a variation in writing, the Services continue on the same terms.

A notice under or in connection with this Agreement (a Notice) must be in writing, in the English language, and delivered personally, by first class pre-paid registered post (or air mail if overseas), or (other than notices under Clause 6) by email marked "Urgent", to the address or email address specified in the Contract Summary, or another address notified by the receiving party.

A Notice is deemed given: if delivered personally, when left at the address in the Contract Summary; if posted within the United Kingdom, two Business Days after posting; if sent by air mail outside the United Kingdom, five Business Days after posting; and if sent by email, at the time sent, unless the sender receives an out-of-office response, in which case it is deemed given at 10.00am on the next Business Day if sent after 5.30pm or on a non-Business Day.

12.1 For this Clause, Data Processor, Data Controller, Personal Data, Process and Data Subject have the meanings given in the Privacy Laws.

12.2 Each party remains the Data Controller in relation to its own Personal Data and warrants it has the right to provide that data to the other party, who acts as a Data Processor.

12.3 Each party warrants it shall: observe its obligations under the Privacy Laws in connection with this Agreement; have no rights or interest in the other party's Personal Data and process it only in line with the Data Controller's written instructions; not transfer Personal Data outside the UK or EEA without meeting the Data Controller's requirements; take appropriate technical and organisational measures against unauthorised or unlawful processing and accidental loss, destruction or damage; comply with any request to amend, transfer or delete Personal Data within 14 days; notify the Data Controller immediately of any complaint, notice or communication relating to Personal Data processing, with full cooperation; notify the Data Controller within two Business Days of any Data Subject rights request or regulatory communication; restrict Personal Data access to employees who need it and ensure no onward disclosure; notify the Data Controller within 24 hours of any Data Security Breach, with remediation information; provide information and cooperation (including audits) to demonstrate compliance; immediately cease processing and delete Personal Data where consent is withdrawn, processing becomes unlawful, or on termination; and maintain records of processing activities in line with the Privacy Laws.

13.1 If a party (the Affected party) is prevented, hindered or delayed in performing its obligations by a Force Majeure Event, its obligations are suspended while the event continues, provided it notifies the other party as soon as reasonably possible and uses reasonable endeavours to mitigate the effects. Force Majeure Event means an act of God, governmental act, storm, fire, flood, earthquake, riot, sabotage, strike, explosion, civil commotion, act of war or terrorism, or any other event outside the Affected party's reasonable control.

13.2 Each party will use commercially reasonable efforts to comply with anti-bribery laws, including the Bribery Act 2010.

13.3 No delay or omission by either party in exercising any right, power or remedy shall affect that right, power or remedy, or operate as a waiver.

13.4 Nothing in this Agreement constitutes a partnership or agency relationship between the parties. Neither party has authority to bind or create a liability for the other.

13.5 This Agreement and any documents expressly referred to constitute the entire agreement between the parties in relation to the Services, replacing all prior agreements, undertakings and understandings, whether oral or written.

13.6 Each party confirms it is not relying on any statements, warranties or representations other than those expressly set out in this Agreement.

13.7 No variation of this Agreement is effective unless in writing and signed by a duly authorised representative of each party.

13.8 If any non-fundamental part of this Agreement is held illegal, invalid or unenforceable, it shall be deemed deleted and the remainder shall not be affected; the parties will use reasonable endeavours to agree lawful changes to preserve the commercial intent of the Agreement.

13.9 This Agreement is binding on the parties and their respective successors and assigns.

13.10 Neither party may assign, transfer, sub-license, encumber or otherwise deal with its rights or obligations under this Agreement without the other party's prior written consent.

13.11 The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement. A person who is not a party may not enforce any term of this Agreement without the express prior written agreement of the parties.

13.12 This Agreement may be executed in any number of counterparts, together constituting one agreement, and takes effect once executed by both parties.

This Agreement, together with the documents and instruments contemplated by or referred to herein (including the Master Services Agreement), constitutes the entire agreement between the parties in relation to its subject matter, superseding all prior agreements and understandings, whether written or oral, save that the Confidentiality Agreement continues in full force until Closing and survives any termination. This Agreement is not intended to confer upon any other person any rights or remedies.

This Agreement and all matters arising from or connected with it (including any non-contractual obligations) shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.