The following information (subject to change without notice) sets out the engagement terms of Abstrakt Consultancy, the obligations of all parties, confidentiality requirements, and information relating to fees. Terms are agreed in writing prior to the engagement of our services together with the appropriate fee structure.
1. DEFINITIONS
The definitions in this clause apply in this agreement.
Client: The client is understood to be the company, organisation, or business that has engaged the services of Abstrakt Consultancy.
Client Information: Confidential Information owned by the Client and disclosed to Abstrakt Consultancy, including Confidential Information relating to the Client Software.
Client Software: Software used by the Client and either owned by or licensed to, the Client.
Confidential Information: any information relating to the business of the disclosing party which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having a commercial value in relation to the business of the disclosing party.
Abstrakt Consultancy Information: Confidential Information owned by Abstrakt Consultancy and disclosed to the Client, including Confidential Information relating to Abstrakt Consultancy Software.
Abstrakt Consultancy Software: software to be used by Abstrakt Consultancy for the purpose of the Objective and either owned by or licensed to, Abstrakt Consultancy.
Project: as defined in the Letter of Engagement.
Letter of Engagement: as annexed in the Schedule.
Objective: performance of specified services by Abstrakt Consultancy on behalf of the Client and the other Participants to the Project.
Participants: as defined in the Letter of Engagement.
2. CLIENTS OBLIGATIONS
2.1 The CLIENT undertakes to respect and preserve the confidentiality of ABSTRAKT CONSULTANCY Information (subject to clause 2.3 below). The CLIENT shall not without the prior written consent of ABSTRAKT CONSULTANCY : (a) communicate, or otherwise make available, ABSTRAKT CONSULTANCY Information to any third party; or (b) use ABSTRAKT CONSULTANCY Information or ABSTRAKT CONSULTANCY Software for any commercial, industrial, or another purpose whatsoever other than the Objective; or (c) copy, adapt or otherwise reproduce ABSTRAKT CONSULTANCY Information or ABSTRAKT CONSULTANCY Software except as strictly necessary for the purposes of the Objective or as permitted by law.
2.2 The CLIENT may disclose ABSTRAKT CONSULTANCY Information or any part thereof, with the prior consent of ABSTRAKT CONSULTANCY, to any employee of the CLENT who needs access to ABSTRACT CONSULTANCY Information in connection with the Objective. In such an event the CLIENT agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of ABSTRAKT CONSULTANCY Information and understands that they are bound by conditions of secrecy no less strict than those set out here. The CLIENT agrees to monitor the use of ABSTRAKT CONSULTANCY Information by these employees and to enforce their obligations of confidence at the request of ABSTRAKT CONSULTANCY.
2.3 The obligations contained in this clause 2 shall not apply or shall cease to apply to such part of ABSTRAKT CONSULTANCY Information as the CLIENT can show to the reasonable satisfaction of ABSTRAKT CONSULTANCY : (a) has become public knowledge other than through the fault of the CLIENT or an employee or director of the CLIENT to whom it has been disclosed in accordance with clause 2.2 above, or (b) was already known to the CLIENT prior to disclosure to it by ABSTRAKT CONSULTANCY; or (c) has been received from a third party who neither acquired it in confidence from ABSTRAKT CONSULTANCY nor owed ABSTRAKT CONSULTANCY a duty of confidence in respect of it.
3. ABSTRAKT CONSULTANCY OBLIGATIONS
3.1 ABSTRAKT CONSULTANCY undertakes to respect and preserve the confidentiality of CLIENT Information for a period of 12 months (C1) after the date of such disclosure (subject to clause 3.3 below). ABSTRAKT CONSULTANCY shall not without the prior written consent of the CLIENT: (a) communicate, or otherwise make available, CLIENT Information to any third party; or (b) use the CLIENT Information or the CLIENT Software for any commercial, industrial, or other purposes whatsoever other than the Objective; or (c) copy, adapt, or otherwise reproduce the CLIENT Information or CLIENT Software except as strictly necessary for the purposes of the Objective or as permitted by law.
3.2 ABSTRAKT CONSULTANCY may disclose CLIENT Information or any part thereof, with the prior consent of the CLIENT, to any employee of ABSTRAKT CONSULTANCY who needs access to the CLIENT Information in connection with the Objective. In such an event ABSTRAKT CONSULTANCY agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of CLIENT Information and understands that they are bound by conditions of secrecy no less strict than those set out here. ABSTRAKT CONSULTANCY agrees to monitor the use of the CLIENT Information by these employees and to enforce their obligations of confidence at the request of the CLIENT.
3.3 The obligations contained in this clause 3 shall not apply or shall cease to apply to such part of the CLIENT Information as ABSTRAKT CONSULTANCY can show to the reasonable satisfaction of the CLIENT: (a) has become public knowledge other than through the fault of the ABSTRAKT CONSULTANCY or an employee or director of the ABSTRAKT CONSULTANCY to whom it has been disclosed in accordance with clause 3.2 above, or (b) was already known to the ABSTRAKT CONSULTANCY prior to the disclosure of it by the CLIENT.
4. PROPERTY RIGHTS
4.1 The CLIENT Information, the CLIENT Software, and all related documentation (together, CLIENT Property) are proprietary to ABSTRAKT CONSULTANCY. The CLIENT acknowledges that any disclosure pursuant to this agreement shall not confer on the CLIENT any intellectual property or other rights in relation to ABSTRAKT CONSULTANCY Property.
4.2 ABSTRAKT CONSULTANCY Information, the ABSTRAKT CONSULTANCY Software, and all related documentation (together, ABSTRAKT CONSULTANCY Property) are proprietary to the CLIENT. ABSTRAKT CONSULTANCY acknowledges that any disclosure pursuant to this agreement shall not confer on ABSTRAKT CONSULTANCY any intellectual property or other rights in relation to the CLIENT Property.
5. GENERAL
5.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
5.2 A reference to writing or written e-mail.
5.3 This agreement shall be interpreted and construed in accordance with English law. However, either party may enforce the other party's obligation of confidence in the courts of any jurisdiction having the competence to issue an injunction directly enforceable against such party. This agreement has been entered into on the date stated at the beginning of it.
6. CONFIDENTIALITY
Subject to (2) CLIENT Obligations and (3) ABSTRAKT CONSULTANCY Obligations parties will agree to one of three confidentiality statements as below. This is in addition to and not in place of all other obligations noted herein.
6.1 C1 - ABSTRAKT CONSULTANCY undertakes to respect and preserve the confidentiality of CLIENT Information for a period of
12 months after the date of such disclosure (subject to clause 6.2 below). ABSTRAKT CONSULTANCY shall not without the prior written consent of the CLIENT: (a) communicate, or otherwise make available, CLIENT Information to any third party; or (b) use the CLIENT Information or the CLIENT Software for any commercial, industrial, or other purposes whatsoever other than the Objective; or (c) copy, adapt, or otherwise reproduce the CLIENT Information or CLIENT Software except as strictly necessary for the purposes of the Objective or as permitted by law.
6.2 ABSTRAKT CONSULTANCY may disclose CLIENT Information or any part thereof, with the prior consent of the CLIENT, to any employee of ABSTRAKT CONSULTANCY who needs access to the CLIENT Information in connection with the Objective. In such an event ABSTRAKT CONSULTANCY agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of CLIENT Information and understands that they are bound by conditions of secrecy no less strict than those set out here. ABSTRAKT CONSULTANCY agrees to monitor the use of the CLIENT Information by these employees and to enforce their obligations of confidence at the request of the CLIENT.
6.3 The obligations contained in this clause shall not apply or shall cease to apply to such part of the CLIENT Information as ABSTRAKT CONSULTANCY can show to the reasonable satisfaction of the CLIENT: (a) has become public knowledge other than through the fault of the ABSTRAKT CONSULTANCY or an employee or director of the ABSTRAKT CONSULTANCY to whom it has been disclosed in accordance with clause 6.2 above, or (b) was already known to the ABSTRAKT CONSULTANCY prior to the disclosure of it by the CLIENT.
6.4 C2 - ABSTRAKT CONSULTANCY undertakes to respect and preserve the confidentiality of CLIENT Information for a period of
6 months after the date of such disclosure (subject to clause 6.5 below). ABSTRAKT CONSULTANCY shall not without the prior written consent of the CLIENT: (a) communicate, or otherwise make available, CLIENT Information to any third party; or (b) use the CLIENT Information or the CLIENT Software for any commercial, industrial, or other purposes whatsoever other than the Objective; or (c) copy, adapt, or otherwise reproduce the CLIENT Information or CLIENT Software except as strictly necessary for the purposes of the Objective or as permitted by law.
6.5ABSTRAKT CONSULTANCY may disclose CLIENT Information or any part thereof, with the prior consent of the CLIENT, to any employee of ABSTRAKT CONSULTANCY who needs access to the CLIENT Information in connection with the Objective. In such an event ABSTRAKT CONSULTANCY agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of CLIENT Information and understands that they are bound by conditions of secrecy no less strict than those set out here. ABSTRAKT CONSULTANCY agrees to monitor the use of the CLIENT Information by these employees and to enforce their obligations of confidence at the request of the CLIENT.
6.6 The obligations contained in this clause shall not apply or shall cease to apply to such part of the CLIENT Information as ABSTRAKT CONSULTANCY can show to the reasonable satisfaction of the CLIENT: (a) has become public knowledge other than through the fault of the ABSTRAKT CONSULTANCY or an employee or director of the ABSTRAKT CONSULTANCY to whom it has been disclosed in accordance with clause 6.5 above, or (b) was already known to the ABSTRAKT CONSULTANCY prior to the disclosure of it by the CLIENT.
6.7 C3 - ABSTRAKT CONSULTANCY undertakes to respect and preserve the confidentiality of CLIENT Information for a period of
3 months after the date of such disclosure (subject to clause 6.8 below). ABSTRAKT CONSULTANCY shall not without the prior written consent of the CLIENT: (a) communicate, or otherwise make available, CLIENT Information to any third party; or (b) use the CLIENT Information or the CLIENT Software for any commercial, industrial, or other purposes whatsoever other than the Objective; or (c) copy, adapt, or otherwise reproduce the CLIENT Information or CLIENT Software except as strictly necessary for the purposes of the Objective or as permitted by law.
6.8 ABSTRAKT CONSULTANCY may disclose CLIENT Information or any part thereof, with the prior consent of the CLIENT, to any employee of ABSTRAKT CONSULTANCY who needs access to the CLIENT Information in connection with the Objective. In such an event ABSTRAKT CONSULTANCY agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of CLIENT Information and understands that they are bound by conditions of secrecy no less strict than those set out here. ABSTRAKT CONSULTANCY agrees to monitor the use of the CLIENT Information by these employees and to enforce their obligations of confidence at the request of the CLIENT.
6.9 The obligations contained in this clause shall not apply or shall cease to apply to such part of the CLIENT Information as ABSTRAKT CONSULTANCY can show to the reasonable satisfaction of the CLIENT: (a) has become public knowledge other than through the fault of the ABSTRAKT CONSULTANCY or an employee or director of the ABSTRAKT CONSULTANCY to whom it has been disclosed in accordance with clause 6.8 above, or (b) was already known to the ABSTRAKT CONSULTANCY prior to the disclosure of it by the CLIENT.
7. FEES
ABSTRAKT CONSULTANCY offers 3 fee structures; (i) hourly fees; charged when engaging services with a total time duration of 40 hours or less (coaching sessions for example) (ii) project fees; charged when engaging services with a total duration of 40 hours or more (for one-off projects for example) (iii) retained fees; charged when engaging services with a total time duration of 160 hours (ongoing consultancy for example). All fees will be agreed upon in writing prior to the engagement of services.
All mileage claims that relate directly to the engagement of ABSTRAKT CONSULTANCY services are charged at 45p (Inc.VAT) per mile from our registered office address.
All sundry item expenses are itemised with purchases greater than a maximum set amount (agreed with the client upon engagement) authorised in advance.
All Fees, Mileage, and Sundry expenses are payable within 7 days of the billing date.
