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Terms & conditions
LAST UPDATED 26TH JANUARY 2023
These Terms and Conditions govern your relationship with Monmouth, including use of the Monmouth websites on which they appear, including monmouthpartners.com, monmouth.partners, academy.monmouth.partners & analytics.monmouth.partners. They apply to our provision of all Services, including both those delivered offline and via the online services and resources within these Websites.
These Terms and Conditions apply to the following services provided by Monmouth:
- Consulting
- Data Analytics
- Data Security & Protection
- Training & e-Learning
Please read these Terms and Conditions as well as the Privacy Policy (which describes how we will use any personal information collected as a result of your use of the Services) carefully before using any part of our Websites or Services. By using our Websites, you confirm that you accept the Terms and Conditions, the Privacy Policy and any relevant Agreements and that you agree to comply with them.
Definitions
The following definitions apply in these Terms and Conditions.
“Agreement” means this agreement comprising the clauses here and any accompanying Proposal.
“Charges” means the charges set out on this site / in any accompanying Proposal.
“Commencement Date” means the date set out on this site / in any accompanying Proposal.
“Customer” the individual / organisation to which the Agreement is issued, and the Services are provided.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
“Force Majeure” means any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof), fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available.
“Intellectual Property Rights” means all rights in patents, trademarks, service marks, design rights (whether registered or unregistered and including semi-conductor topographies), copyright (including rights in computer software), database rights, sui generis rights, confidential information, trade secrets, trade or business names, domain names and other similar rights or obligations whether registerable or not in any country and applications for any of the foregoing.
“Monmouth” means Monmouth Partners Limited a company incorporated in England and Wales (No. 8335477), whose registered office is at 4 Frederick Terrace, Frederick Place, Brighton, East Sussex, BN1 1AX, United Kingdom.
“Proposal” and “Statement of Works” means a written statement of Works to be delivered by Monmouth to the Customer or a formal response to the Customer’s requests for tender. To be applicable this statement / response must have been provided by an authorised member of Monmouth’s management team.
“Services” means Monmouth’s services as set out in the Agreement.
“Websites” means any online services provided by Monmouth.
“Works” means any output, result or product of the Services in any form of media delivered by Monmouth as part of the Services.
1. Agreement
1.1 These Terms and Conditions are a legal agreement between the Customer and Monmouth for the use of our Services. Use of Services include accessing, browsing, or registering to use our Websites.
1.2 In consideration of the payment of the Charges, Monmouth will supply the Services to the Customer.
1.3 Monmouth will supply the Services with reasonable care and skill and in accordance with all applicable laws and regulations.
2. Acceptable Use
The Websites and Services may be used only for lawful purposes. You must not use them:
2.1 If you are under the age of 18.
2.2 In any way that breaches any applicable local, national or international law or regulation.
2.3 In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
2.4 To send, knowingly receive, upload, download, use or re-use any material which does not comply with the provisions with these Terms and Conditions.
3. Provision of the Services
Monmouth shall provide and perform the Services on the terms of this Agreement and will do so:
3.1 In compliance with all applicable laws, regulations, codes of practice and professional standards.
3.2 With reasonable skill and care.
3.3 In accordance with the terms of this Agreement, including the timescales specified in Proposals or any Statement of Works.
3.4 In accordance with good professional practice.
4. Personnel
4.1 Monmouth will use reasonable endeavours to make available any specific named personnel but reserves the right (in its sole discretion) to replace named personnel with alternative personnel of similar skill and experience.
4.2 The Customer may request upon 30 days' notice in writing (giving specific reasons for the request) that Monmouth replace any personnel supplying the Services. Monmouth will consider in good faith such requests and will decide (in its sole discretion) whether or not to replace the personnel and reserves the right to charge the Customer for losses and expenses incurred in doing so.
4.3 Both parties agree not to solicit or entice away or engage any personnel of the other party or offer or cause to be offered any employment to any such personnel (other than by way of general advertisement) both during the term and for a minimum period of twelve months following the expiry or termination of this Agreement. If either party breaches this restriction, the party in default will pay as compensation to the other a sum equivalent to the annual salary paid to the relevant personnel by the non-breaching party.
5. Sub-contractors
5.1 Monmouth reserves the right to sub-contract all or any part of the supply of the Services. This will however only be undertaken with the express written consent of the customer.
6. Customer Obligations
6.1 The Customer shall provide Monmouth with such information and access to such facilities and personnel as the Company shall reasonably require in order to provide the Services.
6.2 The Customer shall make such decisions and provide such instructions as Monmouth shall require and at the time that Monmouth requires to enable Monmouth to provide the Services.
6.3 The Customer acknowledges that Monmouth’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Customer providing that information and access and providing those decisions and instructions at the times required by Monmouth.
7. Intellectual Property Rights
7.1 Monmouth shall retain ownership of any Intellectual Property Rights created or generated by it in connection with the creation of the Works.
7.2 In consideration for the payment of the Charges, and without prejudice to Monmouth’s ownership of Intellectual Property Rights (and in the absence of contrary licence terms notified by Monmouth to the Customer in writing) Monmouth will grant the Customer a non-exclusive, non-transferable, perpetual licence to use and reproduce the Works only for the Customer’s internal business purposes. The Customer shall have no right to use the Works other than for its own internal own business purposes and in particular shall not sell or otherwise disclose any of the Works, or the Intellectual Property Rights contained in them, to any third party.
8. Confidentiality
8.1 Monmouth and the Customer may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).
8.2 The receiving party shall:
8.2.1 Keep all Confidential Information confidential and not disclose it to any person (save as required by law).
8.2.2 Use the Confidential Information only for the purpose for which it was provided and for no other purpose.
9. Data Protection
9.1 Both Monmouth and the Customer will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Monmouth is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
9.3 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Monmouth for the duration and purposes of this Agreement.
9.4 Monmouth shall, in relation to any personal data processed in connection with the performance by Monmouth of its obligations under this Agreement:
9.4.1 Process that personal data only for the purposes of this agreement or on the Customer’s written instructions.
9.4.2 Ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
9.4.3 Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential.
9.4.4 Not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
9.4.4.1 Monmouth has provided appropriate safeguards in relation to the transfer for example by entering into contractual agreements based on the EU Commission’s Standard Contractual Clauses.
9.4.4.2 The data subject has enforceable rights and effective legal remedies.
9.4.4.3 Monmouth complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
9.4.4.4 Monmouth complies with the Customer’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data.
9.4.5 Assist the Customer in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
9.4.6 Notify the Customer without undue delay on becoming aware of a personal data breach.
9.4.7 At the Customer’s written direction, delete or return personal data and copies thereof to the Customer on termination of this agreement unless required by applicable law to store the
personal data.
9.4.8 Maintain records and information to demonstrate its compliance with these provisions.
10. Fees
10.1 Monmouth shall charge and the Customer shall pay the amounts set out or calculated in accordance with the relevant Works.
10.2 Where the fees are to be calculated on a time and materials basis, Monmouth may increase those fees on giving not less than one month’s written notice to the Customer.
10.3 Any sums stated in the Agreement are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Customer in addition.
10.4 The Customer shall in addition reimburse Monmouth for expenses including those that are specified in the Works provided they are reasonable and properly incurred.
11. Payment
11.1 Monmouth shall invoice the Customer on the basis set out in the Proposal or in the relevant Statement of Works or, if payment details are not set out, monthly in arrears.
11.2 The Customer shall pay all valid and properly submitted invoices not later than 30 days after they are received or at such other times as may be specified in the Proposal or the relevant Statement of Works.
11.3 If the Customer does not pay any invoice by the due date for payment Monmouth may, without prejudice to any other rights and remedies that it may have:
11.3.1 Suspend provision of the Services until payment in full including any interest is received; and/or
11.3.2 Charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
11.4 The Customer shall pay all invoices in full without any set-off or deduction.
11.5 Where the Goods or Services provided are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Monmouth to deliver any one or more of the instalments in accordance with these conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
12. Termination
12.1 Either party may terminate this Agreement by giving the other 30 days written notice if:
12.1.1 The other party commits any material breach of this Agreement and fails to remedy such breach within 30 days or written notice notifying the breach and requiring its remedy;
12.1.2 The other party becomes bankrupt or makes any arrangement with or for the benefits of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution is threatened or levied upon any property of the other party or if the other party is unable to pay its debts as they fall due; or
12.1.3 An event of Force Majeure which prevents the supply of the Services persists for three months or more.
12.2 Monmouth may terminate this Agreement with immediate effect upon written notice if (in its discretion) Monmouth determines that a serious conflict of interests exists or may develop between Monmouth and the Customer.
12.3 Termination of this Agreement will be without prejudice to any accrued rights and remedies available to either party and, for the avoidance of doubt, will not relieve the Customer of its obligation to pay the Charges in respect of any Services supplied by Monmouth to Customer prior to the date of termination.
13. Limitation of Liability
13.1 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory, or otherwise as to the condition, quality, performance, or fitness for purpose of the Works or the Services will be assumed by Monmouth and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are excluded to the extent permitted by law.
13.2 Notwithstanding anything else in this Agreement, the liability of Monmouth to the Customer under or in connection with this Agreement flowing from one event or a series of connected events, whether arising under contract or by way of indemnity, negligence or otherwise, shall, subject to Clause 13.3 & 13.4 below, be limited to an aggregate liability of 100% of the Charges paid or payable in the calendar year in which the event giving rise to the breach of this Agreement occurred.
13.3 The limitation of liability set out in Clause 13.2 above does not apply to:
13.3.1 Either parties’ liability arising from death or injury to persons; or
13.3.2 Either parties’ liability arising as a result of fraud to which no limit applies.
13.4 Neither party shall be liable to the other for any loss of profits, business, revenue, business opportunities, goodwill, or anticipated savings and/or indirect or consequential loss or damage even if that loss or damage was reasonably foreseeable or that party was aware of the possibility of that loss or damage arising.
13.5 Monmouth shall in no circumstances be liable for loss or damage caused by any default, act or omission on the part of Customer and Customer agrees to indemnify and keep Monmouth harmless in respect of any claims by third parties which are caused by or arise from any reasonable act by Monmouth carried out pursuant to instructions issued by Customer.
14. Force Majeure
14.1 Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party.
14.2 If a party is affected by any Force Majeure circumstance or event, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.
15. Entire Agreement
15.1 This Agreement is personal to Monmouth and the Customer and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other.
15.2 The Monmouth may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted.
15.3 The parties do not intend any person who is not a party to this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.4 This Agreement (together with any Proposal or Statement of Works) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.
16. Publicity
16.1 Neither party shall make any press announcement or publicise this Agreement without the prior written consent of the other party save that Monmouth shall be entitled to refer to the Customer in its general marketing, publicity and case study materials.
16.2 Save as required by law, no publicity or advertising shall be released by either Party in connection with the subject matter of this Agreement without the prior written approval of the other which shall not be unreasonably withheld.
17. Changes, Variation and Waiver
17.1 If either party wishes to propose a change to the Services or any other provision of this Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.
17.2 This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorised representatives of both parties.
17.3 If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision.
18. General Terms
18.1 This Agreement and any accompanying schedules shall together represent the entire understanding and constitute the whole agreement between the parties in relation to its subject matter and the parties agree that there are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement except as specifically set forth herein and none of the parties has relied or is relying on any other information, discussion or understanding in entering into and completing the transactions contemplated in this Agreement.
18.2 Communications. We are required to provide certain information to you in writing. By accepting these Terms and Conditions, you agree that we can communicate with you electronically either by email or by posting notices on the Website.
18.3 Invalidity. If a court or administrative organisation with competent jurisdiction decides that a clause in this Agreement is not valid this will not affect the rest of this Agreement. The parties shall endeavour to agree on a suitable clause to replace the one which is not valid. The new clause should, as far as possible, achieve the same economic, legal and commercial aims of the invalid one.
18.4 Severance. If any of these Terms and Conditions should be determined to be illegal, invalid, or otherwise unenforceable, it shall be severed and deleted. The remaining Agreements shall survive, remain in full force and effect, and continue to be binding and enforceable.
18.5 Joint venture. Nothing in the Agreement shall be construed as creating a partnership or joint venture or a relationship of principal and agent between the parties.
18.6 Third Party Rights. Nothing in this Agreement is intended to confer any right or benefit on any third party or any right to enforce a provision contained in this Agreement and the Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded. A party who is not a party to these Agreements shall have no rights under the Contract (Rights of Third Parties) Act 1999 or otherwise as a third party to enforce any terms of these Agreements save for any parent, subsidiary, or affiliate entity within our group company.
18.7 Law and Jurisdiction. These Agreements and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.8 Discrimination. In the course of performing this Agreement Monmouth shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, regulation or other similar instrument relating to discrimination (whether in relation to race, gender, disability, religion or otherwise) in employment.
18.9 Premises. Any land or premises (including temporary buildings) made available to Monmouth by the Customer in connection with this Agreement shall be made available to Monmouth free of charge and shall be used by Monmouth solely for the purpose of performing this Agreement. Monmouth shall have the use of such land or premises as licensee and shall vacate the same upon the termination or expiry of this Agreement.
18.10 Notice. To give notice under this Agreement an email must be sent to commercial.contracts@monmouthpartners.com