Terms & Conditions
1.1. The definitions and rules of interpretation in this clause apply to these Terms.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Client Materials: all materials, equipment, tools, drawings, specifications and data supplied by you to us.
(a) all commercially sensitive or proprietary information, data, drawings, specifications, documentation and know-how (whether written or oral) that either party may have imparted and may from time to time impart to the other party relating to the subject matter of the Contract;
(b) all our IPRs;
(c) all reports created in the course of the Contract;
(d) all commercial information (whether written or oral) concerning the business of either party;
(e) the terms of the Contract including but not limited to the Charges; and
(f) any other information that is, by its nature, confidential or that either party advises the other in writing to be confidential;
but does not include any information that:
(g) the parties agree in writing is not Confidential Information;
(h) is, after the date of disclosure, received in good faith by one party from a third party who is lawfully in possession of that information and has a right to disclose it; or
(i) falls within the scope of clause 7.3.
Contract: the contract between you and us for the supply of Services in accordance with the Contract Details, these Terms and any Schedules to the Contract Details.
Contract Details: your order for the Services as set out in the Contract Details to which these Terms are attached.
Deliverables: all documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
Individual: means NICKY PARKER of BANG CONSULTING LIMITED, STUDIO 14 FARADAY COURT, RANKINE ROAD, BASINGSTOKE RG24 8PF or such other person as specified in the Proposal.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Services: the services that we are providing to you including without limitations any Deliverables as set out in Schedule 1 to the Contract Details.
Services End Date: the day on which the provision of Services by us is to cease, as set out in the Contract Details.
Services Start Date: the day on which we are to start provision of the Services, as set out in the Contract Details.
Substitute: a substitute for the Individual appointed under the terms of clause 4.2.
Supplier IPR’s: all Intellectual Property Rights subsisting in the Deliverables.
Terms: the terms and conditions set out in clause 1 (Interpretation) to clause 17 (General) inclusive.
Training Session: any training session, seminar or workshop provided by us in accordance with these Terms.
We/us: BANG CONSULTING LIMITED whose registered office is at STUDIO 14 FARADAY COURT, RANKINE ROAD, BASINGSTOKE, RG24 8PF, a company registered in England and Wales under company number 4440964 with VAT registration number 837 6187 92.
Writing or written: includes email.
1.2. The headings do not affect the interpretation of these Terms.
1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
2. Basis of Agreement
2.1. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or the Contract Details.
2.2. The Contract shall commence on the date when it is signed by both parties and shall continue until terminated in accordance with its terms or until the Services End Date (if any).
2.3. Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.2.
3. Your Duties
3.1. You will:
(a) provide to us all the information we reasonably request to allow us to provide the Services;
(b) co-operate with us in all matters relating to the Services;
(c) provide, for us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as we reasonably require in order to provide you with the Services;
(d) be responsible (at your own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from your premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing us of all of your obligations and actions under this clause (d);
(e) inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises;
(f) ensure that all Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services; and
(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the Equipment, before the date on which the Services are to start.
3.2. In the event that you prevent us from performing our obligations under the Contract, we may suspend all Services.
4. Our Duties
4.1. We shall procure that the Individual shall supply the Services to you from the Services Start Date in accordance with the Contract and in supplying the Service shall:
(a) provide the Services with all due care, skill and ability;
(b) unless prevented by ill health or accident, devote such time to the carrying out of the Services as may be necessary for their proper performance;
(c) use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time for performance by us shall not be of the essence of this Contract; and
(d) use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at your premises and that have been communicated to us under clause 3.1(e), provided that we shall not be liable under these Terms if, as a result of such observation, we are in breach of any of our obligations under these Terms.
4.2. We may, subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services in place of the Individual, provided that the Substitute shall be required to enter into direct undertakings with you, including with regard to confidentiality. If you accept the Substitute, we shall continue to invoice you in accordance with clause 5 and shall be responsible for the remuneration of the Substitute.
4.3. We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that you will not be liable to bear the cost of such functions.
5. Fees and Booking
5.1. The charges for the Services are as set out in Schedule 2 to the Contract Details.
5.2. Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Contract Details.
5.3. For Services where the Contract Details refers to one single payment, we will invoice you for the fixed price in advance.
5.4. Where the Contract Details refers to payment of a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in the Contract Details.
5.5. We will invoice you monthly in arrears unless other arrangements (such as stage payments) are set out in the Proposal.
5.6. All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
5.7. You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 14 days of the date of the invoice.
5.8. Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
(a) charge interest on the sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of NAT WEST BANK, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
(b) suspend all Services until payment has been made in full.
5.9. All charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venue, hotel, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us or the Individual in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.
6. Other Activities
Nothing in these Terms shall prevent us or the Individual from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation provided that such activity does not cause a breach of any of our obligations under these Terms.
7. Confidential Information & Our Materials
7.1. We acknowledge that in the course of providing the Services we will have access to Confidential Information. We shall not and we shall procure that the Individual shall not (except in the proper course of our duties) use or disclose to any third party any Confidential Information.
7.2. You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to you and any other confidential information concerning our business or our products and services which you may obtain.
7.3. The restrictions in clauses 7.1 and 7.2 do not apply to:
(a) any use or disclosure required by law or authorised by the party to whom the information relates; or
(b) any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure by the party to whom the information does not relate.
7.4. All materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
(a) Data Protection: Each party shall comply with all applicable requirements of the Data Protection Legislation. This clause 8(a) is in addition to (and does not relieve, remove, or replace) each party’s obligations and rights under the Data Protection Legislation. To the extent personal data as defined in the Data Protection Act 2018 (Personal Data) is exchanged between the parties in connection with the performance of the Contract, the parties shall use all reasonable endeavours to enter as soon as practicable into an agreement governing each parties’ rights and responsibilities in respect of such Personal Data, which agreement shall comply with the requirements of the Data Protection Legislation.
(b) Anti-Bribery and Corruption: Each party shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, and shall immediately notify the other if it becomes aware of any breach of this clause 8(b) or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the Contract.
9. Intellectual Property
9.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and the Deliverables and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or the Deliverables. We grant you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the Deliverables for the purposes for which the Services were provided only.
9.2. You grant to us a non-exclusive perpetual, worldwide, royalty free licence to use all or any of your Intellectual Property Rights in any materials or content you submit to us.
9.3. You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
9.4. You warrant and represent to us that:
(a) you are the sole and beneficial owner of, and own all Intellectual Property Rights and other rights and interest in, the Client Materials;
(b) you are unaware of any infringement or likely infringement of the Intellectual Property Rights in the Client Materials;
(c) all Intellectual Property Rights in the Client Materials are valid and subsisting and do not and will not infringe the rights of any third party; and
(d) the use of the Client Materials by us (or any other person) pursuant to the Contract shall not infringe the rights of any third party. any third-party rights.
9.5. You shall indemnify us in full against any sums awarded by a court against us arising of or in connection with any claim brought against us for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by us.
10.1. Notwithstanding the provisions of clause 2, we may terminate the Contract on  months’ notice for any reason with no liability to provide any further services to you.
10.2. You may terminate the Contract if we commit any serious or repeated breach or non-observance of any of the provisions of the Contract and such breach is not remedied within 14 days of notification of breach.
10.3. Notwithstanding the provisions of clause 2 or clause 10.1, we may terminate the Contract with immediate effect with no liability to provide any further services to you if at any time:
(a) you fail to make a payment when due and payable under the Contract;
(b) you commit any gross misconduct affecting our business;
(c) you commit any serious or repeated breach or non-observance of any of the provisions of the Contract;
(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or noncustodial penalty is imposed);
(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests;
(f) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding you up;
(g) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
(h) a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; or
(i) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or become bankrupt; or
(j) you cease, or threaten to cease, to trade; or
(k) you take or suffer any similar or analogous action in any jurisdiction in consequence of debt; or
(l) being an individual, you are subject to a bankruptcy order or are made bankrupt.
10.4. Our rights under this clause 10 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
10.5. We shall not be obliged to retain documents and information relating to you after termination of this Contract.
11. Obligation on Termination
On termination of this Contract for whatever reason:
(a) you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Terms;
(b) any provisions of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Our relationship to you will be that of independent contractor and nothing in these Terms shall render us or the Individual your employee, worker, agent or partner and we shall not hold ourselves out as such.
13. Limitation of Liability
13.1. Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by you resulting from the Contract. Including
(a) all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by the Individual or by any of our employees, agents, consultants or subcontractors;
(b) loss of profits;
(c) loss of sales or business;
(d) loss of agreements or contracts;
(e) loss of use or corruption of software, data or information;
(f) loss or damage to goodwill; and
(g) loss of anticipated savings.
13.2. If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay
13.3. In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the judgment. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.
13.4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
13.5. This clause 13 shall survive termination of the Contract.
14.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified in the Contract Details.
14.2. Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
14.3. This clause 14 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15. Assignment and sub contracting
15.1. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms.
15.2. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
16. Force majeure.
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control such as flood, storm, earthquake, fire, explosion, or other event of nature, epidemic (whether local or otherwise), pandemic, or national or international health emergency (whether foreseeable or not and including but not limited to any outbreak of the COVID-19 virus or any variant of it and any law or governmental order, rule, regulation or direction, judgment, order or decree enacted specifically in response thereto, act or restraint of any local Authority, government department, court order or any order or restraint issued or imposed by any other regulatory or quasi-regulatory body, strike, lockout or other industrial action; or any other event outside the reasonable control of the affected party (each a Force Majeure Event), then the relevant obligation(s) shall be suspended for the duration of the Force Majeure Event provided that the affected party:
(a) notifies the other party of the nature and extent of the Force Majeure Event and the obligation(s) impacted as soon as practicable after the affected party becomes aware of the Force Majeure Event and its impact on its obligations; and
(b) the affected party uses its reasonable endeavours to perform its obligations on time notwithstanding the Force Majeure Event(s). Nothing in this clause will operate to suspend any obligation of the Client to make payment of Fees or other monies under the Contract when the same become due. If a Force Majeure Event prevents a party from materially performing its obligations under the Contract for a period of more than sixty (60) consecutive days the other party may terminate the Contract on notice in writing to the affected party, such notice having immediate effect.
17.1. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
17.2. No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
17.3. Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.
17.4. A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.