1. Definitions and interpretations

1.1 In this Agreement the following expressions will have the meanings assigned to them unless the context otherwise requires:

“Agreement” means the Consultant’s Proposal, these Standard Terms and Conditions, any appendix to the Proposal, and any subsequently agreed Additional Services;

“Client” means either the person to whom, or organisation or company to which, the Proposal is addressed.

“Consultant” means Locogen Consulting Limited or any of its subsidiary companies.

“Consultant’s Fee” means the fee stated in the Proposal for the Services.

“Force Majeure” means any circumstance or condition out with the reasonable control or influence of the Consultant which prevents the Consultant from undertaking the Services and includes any deferral in the requirement for the Services by the Client.

“In Writing” means any communication sent by post, by facsimile transmission or by email.

“Proposal” means the proposal and any appendices and/or attachments thereto issued to the Client by the Consultant (referencing these Standard Terms and Conditions).

“Services” means the services to be provided by the Consultant to the Client which are detailed in the Proposal.

2. The services

2.1 The Consultant shall, subject to the Agreement, carry out the Services and any variation to the Services and the Client’s continuing instructions will constitute acceptance of the terms and conditions of the Proposal.

2.2 The Client agrees to supply to the Consultant without charge all the matters and things necessary for the performance of the Services by the Consultant, and also where necessary, to provide facilities and approvals to the Consultant.

2.3 Unless otherwise agreed in advance, approvals from the Client shall be deemed to have been given unless the Consultant is notified to the contrary within five working days of such approval having been requested.

3. Additional services

3.1 The Agreement may be varied with the agreement In Writing of the Client and of the Consultant and to the extent the variations require the Consultant to provide services in addition to the Services (“Additional Services”) the Consultant shall be entitled to fair and reasonable remuneration therefore.

4. Duty of care

4.1 The Consultant shall exercise in the performance of the Services reasonable skill and care and shall be liable only for negligent failure in performing the Services. All implied warranties are hereby excluded, specifically fitness for purpose and satisfactory quality.

5. Professional advisors

5.1 The Consultant shall regularly liaise and consult as reasonably necessary with all other professional advisers appointed by the Client (as may be varied from time to time) and have regard to any opinions or comments which they may have.

5.2 The Client shall supply to the Consultant within a reasonable period after the Consultant’s written request, without charge and having reasonable regard to the need not to delay or disrupt the performance by the Consultant of the Services, all necessary and relevant data and information in the Client’s possession or which can only be obtained by the Client.

6. Fee

6.1 The Client shall pay the Consultant for the Services a fee as stated in, or calculated in accordance with, the Proposal.

7. Payment

7.1 The fees set out in the Proposal are exclusive of VAT and VAT will be added to these fees at the rate current at the relevant time unless the Consultant is satisfied that VAT is not payable. If applicable, the Consultant may review the hourly charge rates in the Proposal from time to time and shall notify the Client of any increased rates and the date from which they will become effective. There may be certain expenses which the Consultant incurs on behalf of the Client and the Client shall reimburse the Consultant in respect of these together with such VAT as shall be property chargeable thereon.

7.2 The Consultant shall be entitled to make application for payment of both fees and expenses by way of presentation of invoices on a monthly basis.

7.3 Payment of interim invoices, if any, and of the final invoice is due on the date of invoice.

7.4 The final date for payment of invoices is the date of the invoice plus 14 days.

7.5 Interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to all amounts remaining unpaid after the final date for payment.

8. Insurance

8.1 The Consultant shall use reasonable endeavours to maintain professional indemnity insurance with a limit of indemnity of not less than the sum stated in in the Proposal (if any) from the date of commencement of the Services. The Consultant shall produce to the Client documentary evidence that this insurance is being properly maintained whenever the Client so reasonably requires.

9. Copyright and confidentiality

9.1 Subject to the following provisions, the entire copyright and other proprietary rights in all drawings, details, specifications, schedules, reports, calculation and other work (together referred to as “the Proprietary Material”) which have been or hereafter written, originated, made or provided by the Consultant or on the Consultant’s behalf in relation to the Services vests in the Consultant.

9.2 The Consultant grants (or, if such a grant cannot legally take place until a later date, agree to grant) to the Client upon payment by the Client of all fees due to the Consultant under this Appointment, an irrevocable, royalty-free non-exclusive licence (such licence to remain in full force and effect notwithstanding the completion of the Consultant’s obligations or the termination of the Consultant’s engagement) to the Client and to reproduce all Proprietary Material for any purpose for which the Proprietary Material was prepared or compiled. Such licence will carry the right to grant sub-licences and will be transferable to third parties.

9.3 The Consultant shall not be liable for any use by the Client of any Proprietary Material for any purpose other than that for which the same were prepared and provided by the Consultant.

9.4 The Client agrees that any know-how, techniques, or processes carried out in the course of the Services are confidential information. The Client shall not without the prior written consent of the Consultant divulge to any party details of any confidential information disclosed by the Consultant in the performance of the Services.

10. Assignment

10.1 Neither party shall assign, novate or otherwise transfer any benefit or obligation under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

11. Termination and suspense

11.1 The Client and Consultant agree that without prejudice to any other rights and remedies which the Consultant may possess, if the Client shall fail to pay the Consultant in full any amount properly due and payable under the Agreement by the final date for payment the Consultant may, after giving the Client seven days’ notice In Writing of the same, suspend its performance and obligations under the Agreement until payment in full occurs.

11.2 The Client and the Consultant agree that either may give to the other written notice of termination in the following circumstances:

11.2.1 the other party commits a breach of this Agreement and fails to remedy that breach within 14 days of being notified in writing to do so; or

11.2.2 the Agreement has been affected by Force Majeure for at least 60 days.

11.3 Without affecting any other right or remedy available to it, the Consultant may terminate this agreement with immediate effect by giving written notice to the Client if:

– the Client commits any act of fraud, misrepresentation, or deceit in connection with the performance of obligations under this Agreement;

– the Client commits any act of fraud, misrepresentation, or deceit in connection with the performance of obligations under this Agreement;

– the Client commits any violation of applicable laws, regulations, consents or professional standards or the Client requests the Consultant to violate any such applicable laws, regulations, consents or professional standards;

– the Client (in the sole discretion of the Consultant) is responsible for any conduct that brings disrepute to the reputation or integrity of either party.

– the Consultant believes (in its sole discretion) that continuing to be instructed by the Client may cause damage to the professional or personal reputation of – the Consultant or any of its staff;

– the Client (or any of its staff) threatens or risks violence, injury or other danger to the physical, psychological or moral well-being of any of the Consultant’s staff; or

– there is any conflict of interest that undermines the fair and impartial execution of the Services under this Agreement”

11.4 The Client shall pay to the Consultant any amounts which have accrued due under the terms of this agreement prior to the date of such termination, such monies, if any, as would become due and payable by the Consultant in respect of separate arrangements entered in to by the Consultant in the performance of the Services and the Consultant’s reasonable expenses incurred in direct consequence of termination or suspension.

11.5 The provisions of this agreement shall continue to bind both of the Client and the Consultant, notwithstanding such termination, so far as may be necessary to give effect to both parties respective rights and obligations.

12. Previous agreements

12.1 The terms of this Agreement supersede any previous agreements or arrangements between the Client and the Consultant in respect of the Services.

13. Notices

13.1 Notices under this agreement shall go to the addresses stated in the Proposal and shall be served either personally (where service shall be deemed effective on delivery) or by pre-paid recorded delivery post (in which case service shall be deemed effective two working days after the date of posting.

14. Limitation of liability

14.1 The Consultant shall have no liability for any direct or indirect damages, for loss of profit, loss of revenue, loss of production, loss of contracts or for any financial loss or for special, indirect or consequential loss or damages including without limitation any financial loss howsoever caused.

14.2 Notwithstanding anything to the contrary contained in this agreement, the Consultant’s liability under or in connection with this Agreement, whether in contract or delict, in negligence or breach of statutory duty or otherwise (other than in respect of liability for fraud, wilful damage or personal injury or death) shall not exceed the Consultant’s Fee in the Proposal or if none is stated the aggregate of the sums paid by the Client to the Consultant under this Agreement.

14.3 In respect of any matter of Force Majeure the Consultant shall have no liability for its failure or delay in the performance of the Services or any part of them so caused. Where relevant, the Client shall not cease payments to the Consultant under the Agreement throughout any period or periods of Force Majeure.

14.4 No action or proceedings under or in respect of this Agreement whether in contract or in delict or in negligence or for breach of statutory duty or otherwise shall be commenced against the Consultant after the expiry of 5 years from the date of completion of the Services.

14.5 The Consultant shall have no liability to the Client for any failure to progress or complete the project to which the Services relate or the making good of defects therein in accordance with the programme or otherwise.

14.6 Without prejudice to any other exclusions of liability, damages, loss, expense or cost, the Consultant’s liability for any claim or claims under this Agreement shall be further limited to such sums as would be just and equitable for the Consultant to pay having regard to the extent of the Consultant’s responsibility for the loss or damage giving rise to such claim or claims (“the Loss and Damage”) and on the assumption that:

14.6.1 all other consultants, professional advisors, contractors and sub-contractors engaged in connection with the Project have provided contractual undertakings no less onerous in respect of carrying out their obligations; and

14.6.2 there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and by any other party who is responsible to any extent for the Loss and Damage is contractually liable to the Client for the Loss and Damage; and

14.6.3 all such other consultants, professional advisors, contractors and sub-contractors engaged in connection with the Project have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for the Loss and Damage.

14.7 No rights shall be conferred under or arising out of this Agreement upon any person other than the parties.

14.8 Any and all releases, limitations on liability, restrictions, exclusions and indemnities running in favour of Consultant in the Agreement shall include in the aggregate Consultant’s parent and affiliated and subsidiary companies, and its and their officers, directors, shareholders, employees, agents and representatives.

14.9 The Consultant’s officers, directors, shareholders, employees, agents and representatives shall have no personal liability in relation to the Services or arising from any other issue relating to this Agreement.

15. Severance

15.1 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable that provision or part provision shall to the extent required be deemed to be deleted and the validity and enforceability of the other provisions of this agreement shall not be affected.

16. Jurisdiction

16.1 This Agreement shall be governed by and construed in accordance with jurisdiction stated in the Proposal. Where no jurisdiction is stated in the Proposal, this Agreement shall be governed by and construed in accordance with Scots Law and all disputes and differences between the parties shall be submitted to the exclusive jurisdiction of the Scottish Courts.

17. Data Protection

17.1 Any personal data which is processed by the Consultant will be processed in accordance with the privacy notice which is available to view at www.locogen.com/privacy-policy, as the same may be amended from time to time.

17.2 The parties agree that all personal data transferred under this Agreement will be collected and processed in accordance with the provisions of the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 and any legislation that, in respect of the United Kingdom, replaces, or enacts into United Kingdom domestic law, the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other applicable law relating to data protection and privacy.

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