Services Terms and Conditions
Published: 1st August 2020

Please read these Terms and Conditions carefully. All contracts that the Company may enter into from time to time for the provision of Consultant Support Services shall be governed by these Terms and Conditions, and the Company will ask the Client for the Client's express written acceptance (including online acceptance) of these Terms and Conditions prior to providing any Consultant Support Services to the Client.   Acceptance of these Terms and Condition is a pre-condition to confirming and making pre-payment for the Initial Consultation.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

"Business Day" means any weekday other than a bank or public holiday in the Isle of Man, British Isles and in the United Kingdom;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the following applicable fees:

(a) the Initial Consultation Fee;

and

(b) the Follow-on Service Fee

"Client" means the person or entity procuring the Consultancy Support Services via the Initial Consultation, and where applicable, the Follow-on Service;

"Client Confidential Information" means:

(a) any information disclosed by or on behalf of the Client to the Company during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was described as "confidential" or should have been understood by the Company (acting reasonably) to be confidential; and

(b) the terms of a Follow-on Service contract under these Terms and Conditions;

"Client Materials" means all works and materials supplied by or on behalf of the Client to the Company and/or for incorporation into the Deliverables or for some other use in connection with the Consultant Support Services;

"Client Personal Data" means any Personal Data that is processed by the Company on behalf of the Client in relation to a contract under these Terms and Conditions;

“Company” means Manx International Project Services Ltd, a company incorporated in the Isle of Man (registration number 131919C) of 2nd Floor, 28 Victoria Street, Douglas, Isle of Man IM1 2LE, British Isles, and who is the Consultant resourcing provider;

“Consultant” means a subcontractor consultant to the Company who provides the Initial Consultation and Follow-on Service to the Client ;

"Consultant Indemnity Event" has the meaning given to it in Clause 13.1;

“Consultant Support Services” means collectively the Initial Consultation and, where applicable, the Follow-on Service, provided by the Company to the Client as a support service only, and at all times, both the Initial Consultation and Follow-on Service is undertaken by Consultants to the Company.;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Client Personal Data, the United Kingdom's Data Protection Act 2018 and the General Data Protection Regulation (Regulation (EU) 2016/679);

"Deliverables" means those specified in Section 4 of the Statement of Work that the Company has agreed to deliver to the Client under these Terms and Conditions;

"Effective Date" means the date and time of pre-payment by the Client for the Initial Consultation incorporating these Terms and Conditions;

“Follow-on Service” means the Statement of Work agreed (following the Initial Consultation) in writing between the Company and Client for a Consultant (to the Company) to undertake the works defined in the Statement of Work, and includes any stage or part statements of work to deliver or result in a whole, and with reference to Clause 2.2(b), means the last Statement of Work that may be agreed in writing between the Client and Company, as applicable.

“Follow-on Service Fee” means the agreed sum stated in Section 7 of the Statement of Work and paid prior to the commencement of the Follow-on Service, that includes the deduction of 2/3rd (two-thirds) of the Initial Consultation Fee;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Initial Consultation” means the one-hour online voice or video conference (by third-party application) between the Client and a Consultant to the Company, that is procured via a third-party booking application.;

“Initial Consultation Fee” means the sum of £300 (three-hundred British pounds) that is paid at the time of booking the Initial Consultation via a third-party payment gateway. The Client’s acceptance of these Terms & Conditions is a pre-condition to making payment via the third-party payment gateway;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade-marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Licensed Deliverables" means the Deliverables excluding the Assigned Deliverables, the Third-Party Materials and the Client Materials;

"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

"Services" means the Consultant Support Services;

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties for the Follow-on Service;

"Term" means the term of a contract under these Terms and Conditions, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means these terms and conditions, including any amendments to these terms and conditions from time to time; and

"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property 
Rights in which are owned by a third party, and which are specified in Section 4 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables.

2. Term

2.1 A contract under these Terms and Conditions shall come into force upon the Effective Date.

2.2 A contract under these Terms and Conditions shall continue in force until the later of the two conditions:

(a) the end of the Initial Consultation plus 7 calendar days, or

(b) the end of the Follow-on Service plus 10 calendar days, provided the Follow-on Service Fee was paid within condition (a) above;
 upon which it will terminate automatically.

2.3 Unless the parties expressly agree otherwise in writing, both the Initial Consultation and the Follow-on Service (via the Statement of Work) shall create independent and distinct contracts that are bound and operate under these Terms and Conditions.

3. Services

3.1 The Company shall provide the Consultant Support Services to the Client in accordance with these Terms and Conditions.

3.2 The Company shall provide the Consultant Support Services with reasonable skill and care.

Initial Consultation

3.3 The Company shall use reasonable endeavours to ensure a Consultant is available for the date and time of booking.

3.4 The Consultant shall use reasonable endeavours to assist the Client, subject to the satisfactory discharge of Client Materials.

Follow-on Service

3.5 The Company shall devote such of its Consultant’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.6 The Company shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.

3.7 The Company shall comply with all reasonable requests and directions of the Client in relation to the Consultant Support Services.

3.8 The Company shall comply with all reasonable internal policies and procedures operated by the Client, communicated by the Client to the Company or Consultant and affecting the provision of the Services.

4. Deliverables

4.1 This Clause 4 applies if and only where the Client and Company agree to the Follow-on Service. In such case, the Company shall deliver the Deliverables to the Client.

4.2 The Client must promptly, following receipt of a written request from the Company to do so, provide written feedback to the Company concerning the Company’s written submission(s) and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

4.3 The Company shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 5 of the Statement of Work.

4.4 The Company warrants to the Client that:

(a) the Deliverables will conform with the requirements of Section 4 of the Statement of Work as at the date of acceptance of the Deliverables;

(b) the Deliverables will be free from material defects; and

(c) the Deliverables when used by the Client in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, under English Law.

5. Client Materials

Initial Consultation

5.1 The Client shall use its best endeavours to prepare for the Initial Consultation, which will involve following the guidance provided in the Initial Consultation confirmation e-mail (as a minimum).

5.2 Prior to the commencement time of the Initial Consultation, the Client should prepare relevant particulars of the matters for discussion, and the dissemination of these relevant particulars may be appropriate either prior to the commencement time of the Initial Consultation and / or during the Initial Consultation.

Follow-on Service

5.3 The Client must supply to the Company the Client Materials specified in Section 6 of the Statement of Work, in accordance with the timetable specified in Section 5 of the Statement of Work.

5.4 The Client hereby grants to the Company a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company's rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company’s rights under these Terms and Conditions.

5.5 The Client warrants to the Company that the Client Materials, when used by the Company in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

6. Intellectual Property Rights

6.1 The Company hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use the Deliverables.

6.2 The Company shall ensure that the Third-Party Materials are:

(a) licensed to the Client in accordance with the relevant licensor's standard licensing terms; or

(b) sub-licensed by the Company to the Client on reasonable terms notified in writing by the Company to the Client;

as reasonably agreed between the parties from time to time.

6.3 To the maximum extent permitted by applicable law:

(a) the Company irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which the Company may at any time be entitled; and

(b) the Company undertakes to ensure that all individuals or entities involved in the preparation of the Deliverables will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which they may at any time be entitled.

6.4 The Company must use reasonable endeavours to:

(a) do or procure the doing of all acts; and

(b) execute or procure the execution of all documents.

7. Charges

7.1 The Client shall pay the Charges to the Company in accordance with these Terms and Conditions.

7.2 The Charges for the Initial Consultation are a fixed cost and include the fees for the Company and Company’s Consultants.

7.3 The Charges for the Follow-on Service are based on delivering the Statement of Work, as agreed in writing between the Client and Company.

7.4 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated are exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Company.

8. Payments

8.1 The Initial Consultation Fee must be paid at the time of booking the Initial Consultation. This pre-payment shall be paid by debit card or credit card, and payable via a third-party payment application within the booking application.

8.2 Payment of the Initial Consultation Fee is a pre-condition to the Initial Consultation.

8.3 The Follow-on Service Fee must be paid within the time stated in Clause 2.2(b). This pre-payment shall be paid by debit card or credit card, and payable via third-party payment application or by bank transfer.

8.4 Payment of the Follow-on Service Fee is a pre-condition to the Follow-on Service.

9. Company’s confidentiality obligations

9.1 The Company must:

(a) keep the Client Confidential Information strictly confidential;

(b) not disclose the Client Confidential Information to any person without the Client's prior written consent;

(c) use the same degree of care to protect the confidentiality of the Client Confidential Information as the Company uses to protect the Company's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Client Confidential Information; and

(e) not use any of the Client Confidential Information for any purpose than authorised under these Terms and Conditions.

9.2 Notwithstanding Clause 9.1, the Company may disclose the Client Confidential Information to the Company’s officers, employees, professional advisers, insurers, agents, Consultants and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to a contract under these Terms and Conditions and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

9.3 This Clause 9 imposes no obligations upon the Company with respect to Client Confidential Information that:

(a) is known to the Company before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the Company; or

(c) is obtained by the Company from a third party in circumstances where the Company has no reason to believe that there has been a breach of an obligation of confidentiality.

9.4 Upon the termination of a contract under these Terms and Conditions, the Company must immediately cease to use the Client Confidential Information.

9.5 Following the termination of a contract under these Terms and Conditions, and within 5 Business Days following the date of termination of a contract under these Terms and Conditions, the Company must destroy or return to the Client (at the Client's option) all media containing Client Confidential Information, and must irrevocably delete the Client Confidential Information from its computer systems.

9.6 The provisions of this Clause 9 shall continue in force for a period of 5 years following the termination of a contract under these Terms and Conditions, at the end of which period they will cease to have effect.

10. Rescheduling and Cancellation Policies for Initial Consultation

Rescheduling Policy

10.1 This Clause 10 shall only apply to the Initial Consultation and shall be the exclusive remedy for rescheduling of the Initial Consultation.

10.2 The Client may reschedule the date & time of the Initial Consultation at any time, and at no cost, providing that at all times the rescheduling occurs no less than forty-eight (48) hours prior to the start time of the Initial Consultation AND strictly by the same mode as the Initial Consultation was originally scheduled.

10.3 The Initial Consultation date and time will be fixed at the point of forty-eight (48) hours prior to the start time of the Initial Consultation, and will not be subject to any amendment, for whatever reason, howsoever caused.

10.4 The Company’s Consultant will be available for the full duration of the scheduled time for the Initial Consultation, whether (1) the Client is in attendance or (2) the Client is not in attendance.

10.5 In the event the Client does not attend the Initial Consultation, for whatever reason, save for any reason directly attributable to the Company, then it will have the same effect as if the Client did attend the Initial Consultation.

10.6 The Client may reschedule the Initial Consultation up to a maximum of three (3) times within a period of a maximum of 21 days, reckoned from the time of the first Initial Consultation.

10.7 In the event the Initial Consultation is rescheduled for a third time, then this Initial Consultation will not be subject to any amendment, for whatever reason, howsoever caused, and 10.4 and 10.5 shall apply.

Cancellation Policy

10.8 These Clauses 10.8, 10.9, and 10.10 shall only apply to the original or first Initial Consultation and not to any rescheduled Initial Consultations (in accordance with 10.2) and shall be the exclusive remedy for the cancellation of the Initial Consultation.

10.9 The Client may cancel the Initial Consultation up to seventy-two (72) hours prior to the start time of the original or first Initial Consultation, providing at all times the cancellation is strictly by the same mode as the Initial Consultation was originally scheduled. Thereafter, Clause 10.1 thru 10.7 (Rescheduling Policy) shall apply.

10.10 Subject to 10.8, a full refund will be made by the Company to the Client within 5 working days using the same mode that payment was made by the Client to the Company for the Initial Consultation or using such payment details as are notified by the Client to the Company.

11. Data protection

11.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

11.2 The Client warrants to the Company that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under or in connection with a contract under these Terms and Conditions.

11.3 The Client shall only supply to the Company, and the Company shall only process, in each case under or in relation to a contract under these Terms and Conditions.

11.4 The Company shall only process the Client Personal Data for the purposes of the Initial Consultation and Follow-on Service.

11.5 The Company shall only process the Client Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 11.

11.6 The Company shall only process the Client Personal Data on the documented instructions of the Client, as set out in these Terms and Conditions or any other document agreed by the parties in writing.

11.7 The Company shall promptly inform the Client if, in the opinion of the Company, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.

11.8 Notwithstanding any other provision of a contract under these Terms and Conditions, the Company may process the Client Personal Data if and to the extent that the Company is required to do so by applicable law. In such a case, the Company shall inform the Client of the legal requirement before processing, unless that law prohibits such information.

11.9 The Company shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

11.10 The Company and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data.

11.11 The Company must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Company shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Client may terminate a contract under these Terms and Conditions on 7 days' written notice to the Company, providing that such notice must be given within the period of 7 days following the date that the Company informed the Client of the intended changes. The Company shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on the Company by this Clause 11.

11.12 The Company shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

11.13 The Company shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Company may charge the Client for any work performed by the Company at the request of the Client pursuant to this Clause 11.14.

11.14 The Company must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay and, in any case, not later than 72 hours after the Company becomes aware of the breach.

11.15 The Company shall make available to the Client all information necessary to demonstrate the compliance of the Company with its obligations under this Clause 11 and the Data Protection Laws. The Company may charge the Client for any work performed by the Company at the request of the Client pursuant to this Clause 11.15.

11.16 The Company shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

11.17 The Company shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Company's processing of Client Personal Data with the Data Protection Laws and this Clause 11. The Company may charge the Client for any work performed by the Company at the request of the Client pursuant to this Clause 11.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Company of a contract under these Terms and Conditions or any security breach affecting the systems of the Company.

11.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under a contract under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to a contract under these Terms and Conditions as may be necessary to remedy such non-compliance.

12. Warranties

12.1 The Company warrants to the Client that:

(a) the Company has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions;

(b) the Company will comply with all applicable legal and regulatory requirements applying to the exercise of the Company’s rights and the fulfilment of the Company’s obligations under these Terms and Conditions; and

(c) the Company has or has access to all necessary know-how, expertise and experience in the procurement of Consultants, and to perform its obligations under these Terms and Conditions.

12.2 The Client warrants to the Company that it has the legal right and authority to enter into a contract under these Terms and Conditions and to perform its obligations under these Terms and Conditions.

12.3 The Client warrants that it has the capability and capacity to undertake its own evaluation and due diligence to satisfy itself (without exclusion) on the validity and accuracy of all and any advice, calculations, assessments, evaluations, determinations, and similar, whether verbal or in writing, provided by the Company (or by the Consultant to the Company) to the Client in accordance with these Terms and Conditions.

12.4 All of the parties' warranties and representations in respect of the subject matter of a contract under these Terms and Conditions are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 14.1, no other warranties or representations will be implied into that contract and no other warranties or representations relating to the subject matter of that contract will be implied into any other contract.

13. Indemnity

13.1 The Company shall indemnify and shall keep indemnified the Client against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client and arising directly or indirectly as a result of any breach by the Company of Clause 9 or Clause 4.4 (a "Company Indemnity Event").

13.2 The Client must:

(a) upon becoming aware of an actual or potential Company Indemnity Event, notify the Company;

(b) provide to the Company all such assistance as may be reasonably requested by the Company in relation to the Company Indemnity Event;

(c) allow the Company the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Company Indemnity Event; and

(d) not admit liability to any third party in connection with the Company Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Company Indemnity Event without the prior written consent of the Company, and the Company’s obligation to indemnify the Client under Clause 13.1 shall not apply unless the Client complies with the requirements of this Clause 13.2.

13.3 The indemnity protection set out in this Clause 13 shall be subject to the limitations and exclusions of liability set out in a contract under these Terms and Conditions.

14. Limitations and exclusions of liability

14.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 14.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

14.3 The Company will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.

14.4 The Company will not be liable to the Client in respect of any loss of profits or anticipated savings.

14.5 The Company will not be liable to the Client in respect of any loss of revenue or income.

14.6 The Company will not be liable to the Client in respect of any loss of business, contracts or opportunities.

14.7 The Company will not be liable to the Client in respect of any loss or corruption of any data, database or software.

14.8 The Company will not be liable to the Client in respect of any special, indirect or consequential loss or damage.

14.9 The liability of the Company to the Client under a contract under these Terms and Conditions in respect of any event or series of related events will not exceed:

(a) The Initial Consultation Fee; OR

(b) The Follow-on Service Fee

14.10 The aggregate liability of the Company to the Client under a contract under these Terms and Conditions will not exceed:

(a) the total amount paid by the Client to the Company for the Initial Consultation Fee and Follow-on Service Fee.

15. Force Majeure Event

15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under a contract under these Terms and Conditions (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under a contract under these Terms and Conditions, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

15.3 A party whose performance of its obligations under a contract under these Terms and Conditions is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16. Termination

16.1 Either party may terminate a contract under these Terms and Conditions by giving to the other party not less than 30 days' written notice of termination.

16.2 For the Initial Consultation only, the Client may terminate the contract in accordance with Clause 10.8.

16.3 Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of a contract under these Terms and Conditions, and the breach is not remediable;

(b) the other party commits a material breach of a contract under these Terms and Conditions, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches a contract under these Terms and Conditions (irrespective of whether such breaches collectively constitute a material breach).

16.4 Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under that contract); or

17. Effects of termination

17.1 Upon the termination of a contract under these Terms and Conditions, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.1, 6.2, 6.4, 8.2, 8.4, 9, 11.1, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15, 11.16, 11.17, 11.18, 13, 14, 17, 18.2, 21 and 22.

17.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of a contract under these Terms and Conditions shall not affect the accrued rights of either party.

18. Status of the Company

18.1 The Company and its Consultants are not an employee or employees of the Client, but an independent contractor or independent contractors.

18.2 The termination of a contract under these Terms and Conditions will not constitute unfair dismissal; nor will the Company and / or its Consultants be entitled to any compensation payments, redundancy payments or similar payments upon the termination of a contract under these Terms and Conditions.

19. Notices

19.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.

19.2 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 8 of the Statement of Work):

(a) sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received upon delivery,

(c) sent by electronic mail (e-mail), in which case the notice shall be deemed to be received upon delivery,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

19.3 The parties' contact details for notices under this Clause 19 are as follows:

(a) in the case of notices sent by the Client to the Company:

Mr Andrew Parker, Manx International Project Services Ltd, 2nd Floor, 28 Victoria Street, Douglas, Isle of Man IM1 2LE, British Isles.

E-mail: andy.parker@manx-international.co.uk; and

(b) in the case of notices sent by the Company to the Client:

(i) the contact details registered at the time of procuring the Initial Consultation, or

(ii) the contact detail stated in the Statement of Work.

The addressee and contact details set out in Section 8 of the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.

20. Subcontracting

20.1 The Client accepts that (at all times), the Initial Consultation and Follow-on Service are undertaken by sub-contractors or Consultants to the Company.

20.2 Subject to any express restrictions elsewhere in these Terms and Conditions, the Company may subcontract any of its obligations under a contract under these Terms and Conditions.

20.3 The Company shall remain responsible to the Client for the performance of any subcontracted obligations.

21. Dispute Resolution

21.1 This Clause 21 sets out the exclusive remedy to the parties.

21.2 If any dispute arises in connection with this agreement, a director or other senior representatives of the parties with authority to settle the dispute will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

21.3 If the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (‘ADR Notice’) to the other party to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR.

21.4 If there is any point on the logistical arrangements of the mediation, other than the nomination of the mediator, upon which the parties cannot agree within 14 days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them.

21.5 The mediation will take place in London (England), or any other location or by any mode agreed between the parties, and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales.

21.6 Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR Notice.

21.7 No party may commence any arbitration in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

21.8 If the dispute is not settled by mediation and following the expiry of 14 days since Clause 21.7, or within such further period as the parties may agree in writing, the dispute shall be referred to and full and finally resolved by arbitration.

21.9 CEDR shall be the appointing body and administer the arbitration. CEDR shall apply the UNCITRAL rules in force at the time arbitration is initiated. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be 1 and the seat or legal place of arbitration shall be London, England.

22. General

22.1 No breach of any provision of a contract under these Terms and Conditions shall be waived except with the express written consent of the party not in breach.

22.2 If any provision of a contract under these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of that contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

22.3 A contract under these Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.

22.4 The Client hereby agrees that the Company may assign the Company’s contractual rights and obligations under a contract under these Terms and Conditions to any successor to all or a substantial part of the business of the Company from time to time. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of the Company assign, transfer or otherwise deal with any of the Client's contractual rights or obligations under a contract under these Terms and Conditions.

22.5 A contract under these Terms and Conditions is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a contract under these Terms and Conditions are not subject to the consent of any third party.

22.6 The main body of these Terms and Conditions, Schedule 1 (Data processing information) and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of a contract under these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

22.7 A contract under these Terms and Conditions shall be governed by and construed in accordance with English law.

22.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a contract under these Terms and Conditions.

23. Interpretation

23.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

23.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

23.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

23.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

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STATEMENT OF WORK form

1. Client details

The Client is [company name, a company incorporated in [England and Wales] (registration number [registration number]) having its registered office at [address]].

2. Minimum Term

[Specify Minimum Term, if applicable]

3. Specification of Services

[Specify Services]

4. Specification of Deliverables

[Specify Deliverables]

5. Timetable

[Insert timetable]

6. Client Materials

[Specify Client Materials]

7. Financial provisions

[Insert financial provisions]

8. Contractual notices

For the Company: 2nd Floor, 28 Victoria Street, Douglas, Isle of Man IM1 2LE, British Isles

[Client contractual notices address details]

By signing below the parties have indicated their acceptance of this Statement of Work together with the Terms and Conditions agreed on the XX/XXX/XXX.

SIGNED BY Mr Andrew RJ Parker on [...............], duly authorised for and on behalf of the Company:

........................................

SIGNED BY [[individual name] on [...............], duly authorised for and on behalf of the Client:

........................................