Terms and Conditions for customers

1. Definitions and Interpretation

• Appointment: Any telephone call, discussion, meeting, survey, written response, or other interaction which takes place between the Customer and an Expert in connection with the Project;
• TXP Personal Data: Means all Personal Data (as defined in the Privacy Laws) disclosed by or on behalf of TXP to the Customer or accessed by the Customer or otherwise generated because of or in connection with the provision of the Services, including any Personal Data of any Expert;
• Business Day: Means a day (excluding Saturdays, Sundays, and public holidays)
• Confidential Information: Means the terms of this Agreement (including the Fees) and any information relating to either party or its affiliates or their business, finances, Intellectual Property Rights or (whether such information is provided in writing, orally or by another means and whether directly or indirectly) which the disclosing party regards, or could reasonably be expected to regard, as confidential, whether or not such information is reduced to a tangible form or marked in writing as “confidential”, and any and all copies thereof and information which has been or may be derived or obtained from any such information, (and any Expert Materials). For the avoidance of doubt, the existence of this Agreement and details of the names and the number of Experts that the Customer has interaction within connection with a Project shall constitute Confidential Information.
• Expert: Means an expert provided through TXP technology.
• Expert Materials: Means any data, statistics, market intelligence, advice or other information provided by any Expert to the Customer (whether such information is provided in writing, orally or by another means) in connection with a Project;
• Customer: Means the person that has signed a Contract Summary.
• Data Security Breach: means any known, potential or actual breach of security leading to the actual, potential, accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, TXP Personal Data;
• Fees: Means the fee set out in the Contract Summary.
• Intellectual Property Rights: Means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; (b) all intangible rights and privileges of a nature similar, analogous or allied to any of rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world.
• Material Non-Public Information: Means financial, business, or strategic information that may have a material impact on the company which has not been publicly disclosed by the company. Confidential Information includes Material Non-Public Information.
• Privacy Laws: Means all applicable privacy and data protection laws including the Data Protection Act 1998, UK GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and all subordinate and ancillary legislation, directions of any competent privacy regulator, in each case as may be amended or replaced from time to time.
• Project: A consultation arrangement whereby expert advice is provided to the end client based on the agreed subject matter. Projects can be conducted via telephone depth interviewing which includes video.
• Report: Refers to the delivery of experts and their availabilities via the expert online portal or via an email.
• Telephone Depth Interviewing: TXP bespoke technology used to conduct both call and video interviews
• TXP: Techspert.io

1.2 In this Agreement, unless the context otherwise requires:

 1.2.1 save where otherwise stated references to any legislation are references to that legislation as amended, replaced, or re-enacted from time to time and any subordinate legislation made under it.

1.2.2 use of the term including shall be interpreted to mean “including but not limited to”; and

1.2.3 references to a person include an individual, firm, company, corporation, unincorporated body, any State, or any agency of the above.

1.3 Save where otherwise stated all consents, approvals, notices, directions and/or instructions that are required to be given or obtained pursuant to this Agreement shall be given in writing (which, other than in respect of any notice to be given pursuant to Clause 6, may be provided by email).

2. Commencement and Duration

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. The Services

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 contractually to bind his/her 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 at any time due to any act or omission of the Customer, its agents, contractors, employees, or directors.

3.4 Following the delivery of the Report and the acceptance of the Report by the Customer, the Customer shall be entitled to schedule an Appointment with one or more of the Experts to discuss the Project, in accordance with the process for booking Appointments set out in the Report (and provided always that the Customer must not use any other method to schedule an Appointment without TXP’s prior written approval). If the Customer schedules an Appointment and subsequently cancels that Appointment or otherwise fails to attend that Appointment within 24 hours, the Customer shall remain liable to pay 1 unit of the estimated Fees for that Appointment. If a customer reschedules an appointment within 24 hours the Customer is liable to pay 0.5 units. TXP shall be entitled to monitor and record the amount of time of all Appointments.

3.5 The Customer acknowledges and agrees that:

3.5.1 TXP is appointed to provide the Services on a non-exclusive basis, and nothing in this Agreement shall prevent TXP from providing any services of the same or a similar nature to the Services or otherwise to any third party.

3.5.2 The Fees due in respect of an Appointment shall become due and payable regardless of whether the relevant Expert was able to resolve one or more issues raised by the Customer.

3.5.3 The Experts are independent contractors and have no employment relationship with TXP; and

3.5.4 You specifically agree not to solicit them for a consulting engagement of a similar nature to that conducted through TXP, including in-person visits, surveys, telephone calls or any other form of interaction, without the involvement of, or prior written permission from TXP for a period of one year from the most recent Project with, or introduction to, such Expert.

3.6 For the avoidance of doubt, TXP does not itself have any knowledge or expertise in the Field and is solely a technology platform that enables Customers to connect with Experts (and vice-versa) (the Platform). TXP is not a party to any contract between a Customer and an Expert nor (save as expressly set out herein) responsible for the provision of or failure to provide any services under that contract. If TXP provides a description of an Expert, or background information in relation to an Expert's knowledge and skills, it is for your information only. The Customer should not rely on this information and agrees to perform its own due diligence before arranging an Appointment with an Expert.

3.7 If TXP makes available functionality which allows customers to provide a review of Experts and the Customer elects to provide such a review, the Customer agrees that:

3.7.1 Any such review represents their honestly held belief.
3.7.2 TXP has the right to use such reviews on its website or other media platforms and amend or modify their content at TXP’s discretion.

3.8 For calls over 60 minutes, each additional 15 minutes is charged at a rate of 0.25 units. Notwithstanding the foregoing there is a grace period of 5 minutes in relation to each additional 15 minutes.

3.9 After each calendar quarter TXP will offer the Customer a performance review meeting, during which the performance of the TXP team in delivering the Services will be reviewed.

3.10 The Customer reserves the right to issue a performance warning to TXP at any point during the Agreement term, which would require inclusion of clear examples whereby TXP has failed to provide outlined Services to a quality deemed satisfactory by the Customer, and in line with previous provision of the Services. If TXP fails to remedy the issues outlined in this warning within three months of receipt of the warning, the Customer reserves the right to terminate this Agreement as detailed in Clause 6.2.

4. Fees

4.1 In consideration of the performance of the Services, TXP will issue invoices in accordance with the contract and the Customer will pay the invoices according to the payment terms agreed to within the applicable contract. Unless otherwise agreed in the Contract Summary all Fees due to TXP pursuant to this Agreement shall be paid in pounds sterling in cleared funds to such bank account as TXP shall notify to the Customer in writing in advance. If TXP agrees to accept payment in a currency other than pounds sterling, an administrative charge may be payable by the Customer.

4.2 All monies to be paid pursuant to this Agreement shall be paid together with any VAT or other applicable sales taxes or duties chargeable thereon in accordance with the regulations in force at the time of making the relevant supply subject to receipt by the Customer of a valid, undisputed VAT invoice for the same.

4.3 All sums due from the Customer which are not paid on the due date shall bear interest on a daily basis at a rate equal to 8% per annum above the Bank of England base rate from time to time.

4.4 If any sums are outstanding and due for payment to TXP, in addition to its other rights and remedies, TXP reserves the right to immediately suspend the provision of any further Services to the Customer on written notice to the Customer (which may include TXP directing the Experts to cease providing advice and assistance to the Customer).

4.5 Payment of the Fees shall be made to TXP by the Customer without any set-off or deduction.

4.6 The Customer warrants and undertakes to TXP that it will not prevent , circumvent or avoid TXP’s entitlement to receive the Fees, including: (i) any attempt to mislead TXP about the amount of time spent on any Appointment; (ii) any attempt to contract with or engage any Expert to provide any services similar to the Services without notifying TXP in writing in advance; or (iii) any attempt to make a direct payment or deliver any benefit to an Expert in connection with a Project.

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

5. Intellectual Property Rights

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 but shall grant a non-exclusive licence to the Customer for use in connection with the Project (provided always that TXP shall remain subject to the confidentiality obligations set out in Clause 9 below).

6. Termination

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

6.2 Customer may terminate for poor performance pursuant to Clause 3.10.

6.3 Either party (the non-Defaulting party) may terminate this Agreement immediately by written notice to the other party (the Defaulting party) if:

6.3.1 the Defaulting party commits a material breach of this Agreement which cannot be remedied.

6.3.2 the Defaulting party commits a material breach of this Agreement which breach is capable of being remedied but which it fails to remedy within 14 days after receipt of a written notice from the non-Defaulting party specifying the breach and requiring it to be remedied.

6.3.3 in relation to the Defaulting party, there is the appointment of or the application to a court for the appointment of a liquidator, provisional liquidator, administrator, administrative receiver or receiver, the entering into a scheme of arrangement or composition with or for the benefit of creditors generally, any reorganisation, moratorium or other administration involving its creditors or any class of its creditors, a resolution or proposed resolution to wind it up, or becoming unable to pay its debts as and when they fall due or becoming deemed to become unable to pay its debts as and when they fall due within the meaning of Section 123 of the Insolvency Act 1986; and shall include any event that would, under the law of any jurisdiction in which the relevant person carries on business or has an asset, be equivalent or analogous to any of the events specified; or

6.3.4 the Defaulting party is unable to perform any of its obligations under this Agreement for a period of at least 30 consecutive days because of a Force Majeure Event (as defined in Clause 1. below).

7. Effects of Termination

7.1 Termination of this Agreement shall be without prejudice to any rights and/or obligations of the Customer and/or TXP accruing prior to the date of such termination.

7.2 Each party’s further rights and obligations will cease immediately on termination except that Clauses 1, 4, 5, 7-9 and 11-14 (inclusive), together with those parts of this Agreement the survival of which is necessary for the proper interpretation or enforcement of this Agreement, will survive termination of this Agreement and will continue in full force and effect.

7.3 Upon the termination of this Agreement:

7.3.1 TXP shall cease to provide all relevant Services; and

8. Liability

8.1    The Customer acknowledges and agrees that the Services are provided “as is” and accordingly that the Customer specifically disclaims any warranty, express or implied or statutory, that is not expressly included in this Agreement. 

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

8.3    The Customer is solely responsible for any decisions they may take or decide not to take arising out of or in connection with any Report and/or Expert Materials, and/or for any results obtained from the use of the Report and/or the Expert Materials, and for any conclusions drawn from such use. 

8.4    Subject to Clause 8.7, but notwithstanding anything else contained in this Agreement, neither party shall under any circumstances be liable to the other or to any other person (whether for negligence, breach of contract, misrepresentation or otherwise):

8.4.1    for loss of profits, reputation, goodwill, business opportunity or anticipated savings or for any indirect or consequential loss of whatever nature and whether reasonably foreseeable, reasonably contemplated or contemplated; or
8.4.2    Due to the timing of the delivery of any Report; or
8.4.3    Due to any advice or information provided by an Expert in connection with this Agreement.

8.5    Subject to Clause 8.7, each party’s liability under this Agreement howsoever arising (whether for negligence, breach of contract, misrepresentation or otherwise) in any circumstances shall be limited to the amount of the Fee paid or payable by the Customer as at the date that the relevant liability first arose. 

8.6    Subject to Clause 8.7, each party shall be liable to the other as expressly provided in this Agreement but shall have no other obligation, duty, or liability whatsoever in contract, tort or otherwise (including but not limited to liability for any negligent act or omission) to the other.

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

9. Confidentiality

9.1    Each party shall at all times during the Term and after termination of this Agreement for any reason do all within its powers to keep confidential (and to ensure that its directors, employees, sub-contractors, agents and representatives shall keep confidential) all Confidential Information of the other party and shall not use or disclose any such Confidential Information to any third party except strictly as required to perform its obligations under this Agreement or with the prior written consent of the other party.

9.2    The provisions of Clause 9.1 shall not apply to Confidential Information:

9.2.1    which the receiving party can prove was already in its possession at the date it was received or obtained; or 
9.2.2    which the receiving party obtains from some other person with good legal title to the same who does not have any duty of confidentiality in relation thereto; or
9.2.3    which comes into the public domain otherwise than through the default or negligence of the receiving party; or
9.2.4    which is independently developed by or for the receiving party without reference to or reliance on any Confidential Information; or
9.2.5    which the receiving party is required to disclose by law or by the rules or any recognised stock exchange, or governmental or other regulatory body provided the receiving party shall, if legally permitted, supply a copy of the required disclosure to the disclosing party before it is disclosed and incorporate any amendments or additions reasonably requested by the disclosing party.

9.3    Without prejudice to any other rights or remedies that either party may have, each party acknowledges and agrees that the other party shall, be entitled to seek an injunction or other equitable relief for any threatened or actual breach of the provisions of Clause 9.1.

TXP undertakes that it shall procure that its terms and conditions with the Experts from time to time shall contain confidentiality obligations on the Experts which are on terms at least equivalent to the obligations set out herein. Terms and conditions as subscribed to by all Experts sourced via Techspert.io Ltd are readable here: https://www.techspert.io/terms-and-conditions-for-experts

10. Liability

Notices

11. A notice under or in connection with this Agreement (a Notice) must be in writing, must be in the English language and must be delivered personally or sent by first class pre-paid registered post (and air mail if overseas) or (other than in respect of any Notice pursuant to Clause 6) by email (marked “Urgent”) to the party due to receive the Notice at its address or email address specified in the Contract Summary or to another address, person, or email address specified by the receiving party from time to time.

12. A Notice is deemed given (i) if delivered personally, when left at the address referred to in the Contract Summary; (ii) if sent by post to an address within the United Kingdom, two Business Days after posting it; (iii) if sent by air mail to an address outside the United Kingdom, five Business Days after posting it; and (iv) if sent by email, at the time it is sent unless the sender receives an out of office response, provided that where such notice is sent after 5.30pm on any Business Day or on a non-Business Day, it shall be deemed given at 10.00am on the next following Business Day.

13. Data Protection

13.1    For the purposes of this Clause 13, Data Processor, Data Controller, Personal Data, Process and Data Subject shall have the meanings ascribed to them in the Privacy Laws.

13.2    Each party agrees that it shall always remain the Data Controller in relation to its own Personal Data and hereby warrants that it has the right to provide that Personal Data to the other part who will be acting as a Data Processor. 

13.3    Each party warrants that it shall:

13.3.1    duly observe all its obligations under the Privacy Laws which arise in connection with this Agreement and will process Personal Data in accordance with the Privacy Laws.
13.3.2    have no rights or interest in the other party’s Personal Data processed under this Agreement and shall process Personal Data only in accordance with the Data Controller’s written instructions.
13.3.3    not transfer any of the Personal Data outside of the UK or the European Economic Area without complying with all requirements specified by the Data Controller. 
13.3.4    take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data. 
13.3.5    promptly comply with any request from the Data Controller requiring it to amend, transfer or delete any Personal Data, in any event, no later than 14 days following such request (without prejudice to TXP’s obligations to provide the Services under Clause 3 above). 
13.3.6    notify the Data Controller immediately if it receives any complaint, notice or communication which relates to the processing of Personal Data and further, to provide the Data Controller with full co-operation and assistance in relation to any such complaint, notice or communication. 
13.3.7    notify the Data Controller within two Business Days if it receives a request from a Data Subject who wishes to exercise any of the rights afforded to them in the Privacy Laws in respect of their Personal Data, or if it receives any communication from a regulatory or other competent authority or any other person in respect of Personal Data.
13.3.8    restrict the disclosure of the Personal Data to those of its employees necessary to meet its obligations under this Agreement and shall procure that none of its employees who are given access to the Personal Data disclose any of the Personal Data to any third party in any circumstances.
13.3.9    notify the Data Controller within 24 hours of becoming aware of any Data Security Breach and provide such information about remediation as the Data Controller shall reasonably require.
13.3.10    provide the Data Controller with any information that the Data Controller reasonably requires to prove compliance with this Clause 12 and provide all necessary co-operation and assistance (including complying with any audits and inspections) to enable the Data Controller to meet its requirements under the Privacy Laws. 
13.3.11    immediately cease processing, and delete from its systems, any Personal Data in respect of which the underlying Data Subject has withdrawn their consent to the processing or processing is otherwise unlawful or in any event, on termination of this Agreement.
13.3.12    maintain records of the processing activities undertaken by it in accordance with the record keeping requirements prescribed in the Privacy Laws.

14. General

14.1    If a party (the Affected party) is prevented, hindered or delayed from or in performing any of its obligations under this Agreement due to a Force Majeure Event the Affected party's obligations under this Agreement are suspended while the Force Majeure Event continues, provided that as soon as reasonably possible after the start of the Force Majeure Event the Affected party notifies the other party of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement. The Affected party will use its reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement. For these purposes 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 or act which is outside the reasonable control of the Affected party.

14.2    Each party undertakes to the other that it shall use commercially reasonable efforts to comply with any applicable laws, statutes and regulations relating to anti-bribery including but not limited to the Bribery Act 2010 (Anti-Bribery Law).

14.3    No delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall affect that right, power, or remedy; or operate as a waiver of it.

14.4    Nothing in this Agreement shall be deemed to constitute a partnership between the parties or constitute either party the agent of the other party for any purpose. A party has no authority or power to bind to contract in the name of, or to create a liability for the other party in any way or for any purpose.

14.5    This Agreement and any documents expressly referred to in this Agreement constitute the entire and only agreement between the parties in relation to the Services and replace and extinguish all prior agreements, undertakings, arrangements, understandings, or statements of any nature made by the parties whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter.

14.6    Each party acknowledges that it is not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this Agreement, save those expressly set out in this Agreement.

14.7    No variation of this Agreement shall be effective unless in writing and signed by or on behalf of a duly authorised representative of each party.

14.8    If any part, term, or provision of this Agreement, which is not of a fundamental nature, is held to be illegal, invalid, or unenforceable, such part, term or provision shall be deemed deleted from this Agreement and the remainder shall not be affected. Should the foregoing apply, the parties shall use all reasonable endeavours to agree upon any lawful and reasonable changes to this Agreement which may be necessary to effect, as close as possible, the commercial intent of this Agreement.

14.9    This Agreement shall be binding on the parties and their respective successors and assigns.

14.10    Neither party shall be entitled to (or to purport to) assign, transfer, sub-license, encumber, create in trust in respect of or otherwise deal with its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of the other party. 

14.11    The Contract (Rights of Third Parties) Act 1999 shall not apply to this Agreement. A person who is not a party to this Agreement shall not be entitled to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties. 

14.12    This Agreement may be executed in any number of counterparts which together shall constitute one agreement. Either party may enter into this Agreement by executing a counterpart and this Agreement shall not take effect until it has been executed by both parties.

15. Entire Agreement; Third Party Beneficiaries

This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Master Services Agreement) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) are not intended to confer upon any other person any rights or remedies hereunder.

16. Governing Law and Jurisdiction

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