The following represent UnaTerra Consulting Ltd’s standard terms of business. They apply as standard unless otherwise stated in the Engagement Letter.
1.1 UnaTerra Consulting Ltd is referred to in these Terms of Business as “UnaTerra” where appropriate and includes any successor and predecessor firms and UnaTerra employees. UnaTerra’s client, whether a person or entity, is referred to as “Client”, “you” or “your”.
1.2 Proposals submitted by UnaTerra shall, unless otherwise stated therein, remain open for acceptance for ten days from the date of submission to the Client. Acceptance shall be valid only if made in writing signed by the Client. Variation of the terms of a proposal shall be effective only if specified in the written acceptance and countersigned by an authorised representative of UnaTerra.
1.3 UnaTerra’s Engagement Letter, which includes these Terms of Business, constitutes the entire agreement “Agreement” and no previous representation, assurance, undertaking or oral terms will form part of an engagement with UnaTerra unless otherwise expressly agreed upon in writing.
1.4 Unless otherwise stated in the Engagement letter, the Client shall take all reasonable steps to enable UnaTerra to begin its work not later than thirty days after acceptance of the Proposal and pay initial invoices. The Client will make available or place at UnaTerra ’s disposal all information facilities and personnel reasonably required by UnaTerra to enable the project team to carry out its work, and generally will co-operate with members of UnaTerra ’s project team in all reasonable ways to avoid any undue delays in the engagement.
The services that UnaTerra will perform on behalf of the Client are detailed in the Engagement Letter agreed by both parties and any subsequent addendums agreed upon and executed by authorized representatives of UnaTerra and the Client from time to time.
3. FEES AND EXPENSES
3.1 Unless otherwise stated in the Engagement Letter, UnaTerra derives its fees based on the nature and complexity of work and type(s) of resource required to perform the work. Fees will be subject to a 4% increase on each anniversary of this engagement.
3.2 Where hourly charge out rates are used, these may be modified from time to time in accordance with market conditions, and UnaTerra will provide the Client with as much advance written notice as reasonably possible should these rates change.
3.3 Where possible, a fee budget will be provided in advance of commencing the work. The fee budget does not represent a commitment. It assumes timely access to information and personnel required to complete the Engagement. UnaTerra will advise the Client of any delays as they arise and estimate the impact on the fee budget provided.
3.4 Unless otherwise stated in the Engagement Letter, any expenses incurred by UnaTerra in the course of undertaking the Engagement shall be reimbursed by the Client at cost (e.g. travel, board & lodging, statutory expenses, courier charges, communication costs, translations, document authentications and any other 3rd party disbursements etc.), provided that UnaTerra has received prior approval to incur such expenses.
3.5 UnaTerra reserves the right to invoice for any expenses or costs in advance. Such costs will be agreed to in writing with you prior to the engagement commencing.
4. INVOICING AND PAYMENT
4.1 Payment terms are within 15 (fifteen) calendar days of receipt of each of the invoices raised by UnaTerra on the Client from time to time. For recurring services the Client will be invoiced on a monthly basis in advance.
4.2 Any queries on invoices should be raised to UnaTerra within 14 days of receipt so we can address such invoices expeditiously.
5. FOREIGN CURRENCY PAYMENTS
UnaTerra is able to receive payments in, USD, GBP and EUR. Payments in these currencies are converted into GBP at the prevailing exchange rate. Any banking charges incurred as part of receiving monies from the Client, or returning monies to the Client, are borne by the Client.
6. CLIENT RESPONSIBILITIES
6.1 It is the responsibility of the Client to provide UnaTerra with complete and accurate requirements, as well as information relevant to the Engagement. Both must be provided in a timely manner.
6.2 Where requirements or information are not provided or not provided in a timely manner, UnaTerra will not be responsible for consequences that arise and additional fees may be levied as well as Engagement completion deadlines being impacted.
6.3 Any opinions and advice will be provided in writing and addressed to you. Such opinions and advice should not be used for any purpose other than that for which they were prepared, nor should they be reproduced, referred to in any other document or made available to any third party without our prior consent. The only exceptions to this are others within your organisation, your professional advisors acting in such capacity or as required by law, court order or any regulatory or professional body.
6.4 No reliance should be placed on any oral advice or representations UnaTerra makes or any draft reports, unless and until we confirm that advice to you in final form in writing.
6.5 Where it is envisaged that reports, letters, information, opinions or advice given by UnaTerra to you will be provided to or used by a third party, UnaTerra reserve the right to agree with you terms regarding such provision, or to require the third party to enter into a direct relationship with us.
7. ENGAGEMENT RESOURCING
7.1 UnaTerra will decide which of its’ employees have the requisite skills to deliver an Engagement. Where an individual is named in the proposal, but they are not available, UnaTerra will make every effort to identify a suitably comparable alternate resource with the requisite skills.
7.2 UnaTerra may use third parties to deliver Client Engagements and perform services.
7.3 Any third party provider used by UnaTerra will have been appropriately assessed by UnaTerra and be deemed to have the appropriate professional qualifications or skill set to perform the services requested.
7.4 Third party provider selection is at the sole discretion of UnaTerra. In the event UnaTerra engages the services of a third party provider to support the delivery of the services to the Client it will ensure that the Client is aware of such an engagement and provides approval and that the third party provider enters into terms substantially similar to those that the Client has entered into with UnaTerra for the purposes of this engagement. The Client may request a list of approved third party providers at any time.
7.5 The Client may not contact any third party used in the Engagement directly unless express written permission is provide in by UnaTerra.
7.6 Should the Client contact any of UnaTerra’s third party providers directly without UnaTerra’s knowledge, and the third party providers undertake work for the client, any fees incurred by the client will be borne by the Client and not UnaTerra. The client agrees to indemnify UnaTerra for any fees associated with such work undertaken by the third party undertaken for the client.
8.1 Other than the existence and duration of this Agreement, no terms or conditions hereof, nor any matters relating to the course of the Client sensitive dealings between UnaTerra and the Client shall be disclosed to any third party, except to auditors as a part of normal reporting procedure, by court order to a law enforcement agency, attorneys, affiliated companies, investors, or lenders, or potential investors or lenders, all of whom shall be required to first agree in writing to abide by this confidentiality clause, and except as may be required by any government agency or court. The obligations of this clause shall endure even after the termination of this Agreement without limit in point of time.
8.2 At the request by the Client such papers and property will be returned to the Client within 14 days.
8.3 For various reasons, including the minimization of unnecessary storage expenses, UnaTerra undertakes a regular review of what data it holds relating to its Clients to ensure compliance with its obligations under applicable data protection legislation.
8.A INTERNET TRANSMISSION
The Client understands and acknowledges that transmission of information via the Internet has inherent security risks, particularly the risk of unauthorised access. Unless otherwise agreed, the Client authorises UnaTerra to communicate with you and any third parties on all matters relating to the Engagement.
9. INTELLECTUAL PROPERTY RIGHTS AND DOCUMENT OWNERSHIP
9.1 This Engagement shall not affect the respective Intellectual Property Rights including but not limited to copyright, design, patents, trademarks, logos, service marks, insignia, software data and programs, client database, business models, layouts amongst others, vested in UnaTerra or the Client.
9.2 UnaTerra retains all copyright and other intellectual property rights developed before, during and after the course of this Engagement, including rights in all reports, written advice or other materials provided by UnaTerra. The fees the Client pays under this Engagement gives the Client a license to use these materials for the purposes for which they were created.
9.3 Both UnaTerra and the Client agree hereto that neither shall claim any rights over the Proprietary Information belonging to the other.
10. LIABILITY AND INDEMNITY
10.1 UnaTerra will use reasonable skill and care in rendering the services set out in this agreement. Any liability of any nature arising out of this Agreement for any consequential loss or damages of whatsoever nature caused to the Client is hereby excluded, except liability arising as a direct result of negligence solely attributable to the Client or UnaTerra in respect of services provided as set out in this Agreement (or any addition or variation thereto) but such liability shall in no circumstances exceed the sum equivalent to 50% of the Professional Fee payable to UnaTerra over a six month period of this engagement in respect of such services.
10.2 The Client will not bring any claim in respect of any loss against any of UnaTerra ’s employees personally. This will not limit or exclude the liability of UnaTerra for act or omissions of its staff members. This exclusion shall not apply to fraud.
11. NON SOLICITATION
11.1 During the term of this Agreement and for 12 months after any termination of this Agreement, the Client will not, without the prior written consent of UnaTerra, either directly or indirectly, on the Client’s own behalf or in the service or on behalf of others, solicit or attempt to solicit the services of, divert or hire away any person employed by UnaTerra .
11.2 During the term of this Agreement and for 12 months after termination of this agreement, the Client will not, without the prior written consent of UnaTerra, engage directly or indirectly with any of UnaTerra’s third party providers. In the event of a breach of clause 11.2, then the Client agrees without delay to indemnify UnaTerra against any losses whether direct or indirect (including lost profits) on a consequence of the client engaging with its third party providers.
UnaTerra holds Professional Indemnity insurance with worldwide jurisdiction and with coverage of 1,000,000 GBP per occurrence and 5,000,000 GBP per annum.
13.1 As stated in the Engagement Letter, the service shall continue for the minimum contract period of twenty-four (24) months. After the minimum contract period expires the contract will automatically roll-over for an additional term equivalent to the initial minimum.
13.2 Should the Client fail to pay UnaTerra’s invoices or requests for funds on account when they become due, UnaTerra may suspend Services under the Engagement Letter until the invoices have been paid and funds received. UnaTerra will give you notice of its intention to suspend Services under the Engagement Letter to Client and allow a reasonable period of time to pass before the suspension of Services is activated.
13.3 Upon termination, should the Client have outstanding unpaid invoices with UnaTerra, UnaTerra reserves the right to retain Client documents until the outstanding balance has been settled. UnaTerra is not liable for any loss or damage whatsoever incurred by you or any associated party as a result of any suspension or retention in accordance with this Agreement.
13.4 Termination charges equivalent to outstanding total contract value will apply on demand should this agreement end before the contract end date.
14. FORCE MAJEURE
14.1 In no event shall either Party have any liability for failure to comply with this Agreement, if such failure results directly from the occurrence of any contingency beyond the reasonable control of the Party, including, without limitation, strike or other labour disturbance, riot, power failure, war, natural calamities including but not limited to floods, earthquakes, fire, volcanic eruptions, epidemics, national emergency, terror attacks, interference by any government or governmental agency, embargo, seizure, or enactment or abolition of any law, statute, ordinance, rule, or regulation (each a “Force Majeure Event”).
14.2 In the event that either Party is unable to perform any of its obligations under this Agreement because of a Force Majeure Event, the Party who has been so affected shall as soon as may be, after coming to know of the Force Majeure Event, inform the other Party and shall take reasonable steps to resume performance as soon as may be after the cessation of the Force Majeure Event. If the period of non-performance due to a Force Majeure Event exceeds thirty (30) days, from the date of occurrence of such event, the Party whose ability to perform has not been so affected may, by giving written notice of 15 (Fifteen) days, terminate this Agreement. Any pending payments shall be made to the respective Party as per what has already been accrued.
Upon the written consent of client, UnaTerra shall have the right to publicise the fact that the client is a client and to utilise the client’s name in publicity materials in this respect. UnaTerra may also describe in general terms the type of work conducted for the client, but shall not be permitted to link the two without the prior written permission of the client.
16. COMPLIANCE WITH DATA PROTECTION OBLIGATIONS
UnaTerra has in place and maintains documented security policies, standards, and procedures designed to monitor and protect UnaTerra and ensure compliance without engagement with the Client and applicable Data Protection legislation. Such policies, standards, and procedures are reviewed at least annually and updated as necessary.
17. LAW & JURISDICTION
The construction and validity of this Agreement and any claims hereunder shall be governed by the applicable laws of England & Wales and shall be subject to the jurisdiction of the courts of England & Wales located in London.
UnaTerra: means UnaTerra Consulting Limited.
Engagement Letter: means the letter and enclosures (including UnaTerra’s Terms of Business), sent to you which set-out the basis of UnaTerra’s agreement with you.
Engagement: means the Services which UnaTerra provide, as outlined in the Engagement Letter.
Services: means the professional and recurring services delivered to you as outlined in the Engagement Letter.
Loss: means any loss, damage, costs or interest.
Staff Member: means member of UnaTerra, consultant, employee, director, officer, representative or agent.
Professional Fee: means a fee that is charged for the delivery of services from both UnaTerra and third party providers.
Project Service: means a one-off activity, e.g., research project, market entry strategy, recruitment, advisory project, registrations or establishment of legal entities.
Recurring Service: means on-going services where the same service is repeated based on defined intervals, e.g., accounting, payroll, accounting, company secretarial, compliance, local representation, etc.
General Data Protection Regulation Addendum
This General Data Protection Regulation Addendum (“Addendum”) is between Client and UnaTerra. This Addendum applies to each Engagement between Client and UnaTerra under which UnaTerra processes Personal Data . This Addendum will be effective on the last signature date set forth in the engagement letter (“Addendum Effective Date”).
This Addendum consists of
• the terms and conditions below,
• the Agreement, which is incorporated by reference, and
• policies or procedures referenced in this Addendum.
SECTION 1 Purpose
This Addendum modifies and supplements the terms and conditions in the Engagement Letter as they relate to UnaTerra’s processing of Personal Data and compliance with Data Protection Law. Notwithstanding anything to the contrary in the Agreement, if there is a conflict between this Addendum and the Agreement, this Addendum will control. This Addendum will be attached to and incorporated into the Terms of Service.
SECTION 2 Definitions
Capitalized terms used but not defined have the meaning given in the Engagement Letter.
“Data Protection Law” means any law, rule, regulation, decree, statute, or other enactment, order, mandate or resolution, applicable to UnaTerra or Client, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, whether transmitted, stored, or otherwise Processed.
“Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” will have a corresponding meaning.
SECTION 3 GDPR requirements
- Without limiting UnaTerra’s’s obligation to comply with the GDPR, UnaTerra, in its capacity as a Data Processor or sub-processor of Personal Data, will
- Process Personal Data only on documented instructions from Client, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by European Union or Member State law to which UnaTerra is subject. In such case, UnaTerra will inform Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest,
- ensure that persons authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality,
(iii) take all measures required in accordance with good industry practice and by Data Protection Law relating to data security (including pursuant to Article 32 of the GDPR),
(iv) not-engage another party to Process Personal Data without Client’s’s prior written consent,
(v) taking into account the nature of the Processing, assist Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Client’s’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Data Protection Law (including Chapter III of the GDPR),
(vi) assist Client in ensuring compliance with data security, Personal Data Breach, data protection impact assessments, and engaging in other consultations, pursuant to Data Protection Law (including Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to UnaTerra),
(vii) at the choice of Client, promptly delete or return all the Personal Data to Client at the Client’s expense after the end of the provision of Services relating to Processing, and delete existing copies unless European Union or Member State law requires storage of Personal Data,
(viii) without limiting any of Client’s’s existing audit rights under the Agreement (if any), make available to Client all information reasonably necessary to demonstrate compliance with Data Protection Law (including the obligations laid down in Article 28 of the GDPR), and
(ix) immediately inform Client if, in its opinion, an instruction infringes Data Protection Law.
(2) The subject matter of the Processing, including the Processing operations carried out by UnaTerra on behalf of Client and Clients Processing instructions for UnaTerra , will be described in statement of work, Client purchase order or a written agreement signed by the parties’ authorized representatives, which forms an integral part of the Agreement.
(3) UnaTerra will notify Client without undue delay upon becoming aware of a Personal Data Breach.
SECTION 4 Miscellaneous
Where Client faces an actual or potential claim arising out of or related to violation of any Data Protection Law (e.g., Article 82 of the GDPR) concerning the Services, UnaTerra will promptly provide all materials and information requested by Client that is relevant to the defense of such claim and the underlying circumstances concerning the claim.
- Counterparts. The parties may execute this Addendum in any number of counterparts. Each counterpart is an original and all counterparts constitute one agreement binding both parties. Facsimile and electronic signatures will be binding for all purposes.
(b) Construction. Neither party has entered this Addendum in reliance on any promise, representation, or warranty not contained herein. This Addendum will be interpreted according to its plain meaning without presuming that it should favor either party.
(c) Entire agreement. This Addendum supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Addendum.
(d) No further amendment. Except as modified by this Addendum, the Agreement remains unmodified and in full force and effect.