Terms and Conditions

1. Application

These Terms and Conditions shall apply to the provision of the services by

· Sarah Brand - OpsWiz of 18 Priory Road, Loughton, Essex. IG10 1AF (“Consultant”)

to you

· The “Client”

No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Consultant and the Client.

2. Interpretation in these Terms and Condition

· “business day” means a day other than a Saturday, Sunday or bank holiday.

· Headings are for convenience only and shall not affect their interpretation.

· Words imparting the singular number shall include the plural and vice-versa.

3. Services

3.1 In consideration of the Fees being paid in accordance with these Terms and Conditions, the Consultant shall provide the following Services to the Client:

· Consultancy Package.

3.2 The Consultant shall use reasonable care and skill in its performance of the Services.

3.3 The Consultant shall use its best and reasonable endeavours to complete its performance of the Services within the time agreed; however time will not be of the essence in the performance of these obligations.

4. Client Obligations

4.1 The Client shall use its best and reasonable endeavours to provide the Consultant with access to any and all relevant information, materials, properties and other matters which are required to enable the Consultant to provide the Services.

4.2 The Client shall use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable the Consultant to provide the Services.

4.3 The Consultant shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause 4.

4.4 The Client is required give 48hours notice of cancellation or rescheduling of confirmed consultancy sessions. Requests to cancel sessions cancelled at short notice (i.e. with less than 48 hours) must be made in writing by email or WhatsApp and may be chargeable at a rate of £50.

5. Fees

5.1 The fees (“Fees”) for the Services as detailed in Clause, 3 are detailed in your client portal in line with your choice of payment option.

5.2 In addition to the Fees, the Consultant shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and / or services supplied in connection with the Services, to be approved by the Client in advance via the client portal.

5.3 The Client shall pay the Consultant for any additional services provided by the Consultant that are not included in Clause 3 in accordance with the Consultant’s then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between the Consultant and the Client when work is agreed. The provisions of sub-Clause 5.2 shall also apply to such additional services.

5.4 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. At present OpsWiz is not registered for VAT.

5.5 The Consultant will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Consultant will indemnify the Client in respect of any such payments required to be made by the Client.

6. Contract and Variation

6.1 These Terms and Conditions constitutes written acceptance and confirmation by the Consultant of the Client’s order for the Services (as agreed between the Consultant and the Client).

6.2 Having issued these Terms and Conditions which is a contractual offer to provide the Services, the Consultant agrees to enter a contract for the provision of Services upon the Client’s written acceptance of these Terms and Conditions.

6.3 If, due to circumstances beyond its control, the Consultant must make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Consultant shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.

7. Payment

7.1 Following the Client’s acceptance of these Terms and Conditions, the Consultant shall invoice the Client for the Fees according to the selected payment option.

7.2 The Client shall pay the Fees automatically on the due date as agreed in the selected payment schedule.

7.3 Time for payment shall be of the essence of the Contract between the Consultant and the Client.

7.4 If the Client fails to make payment within the period in sub-Clause 7.2, the Consultant shall have the right to suspend any further provision of the Services and to cancel any future services which may have been ordered by, or otherwise arranged with, the Client.

7.5 Receipts for payment will be issued by the Consultant automatically upon clearance of funds.

7.6 All payments must be made in GBP unless otherwise agreed in writing between the Consultant and the Client.

8. Sub-Contracting

8.1 The Consultant shall be free to sub-contract the provision of the Services (or any part thereof).

8.2 Where the Consultant sub-contracts the provision of the Services or any part thereof it shall ensure that any and all sub-contractors are reasonably skilled in the relevant practices and shall not pass any additional charges that may be incurred through the use of such sub-contractors on to the Client.

8.2 Where the Consultant sub-contracts the provision of the Services or any part thereof it shall ensure that the Client is duly notified in advance.

9. Termination

9.1 Either party shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of:

(a) the other party commits a material breach of its obligations under these Terms and Conditions; or

(b) the other party is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.

(c) the other party enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

(d) the other party convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the other party, notice of intention to appoint an administrator is given by the other party or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the other party or for the granting of an administration order in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party.

(e) the other party convicted of any criminal offence other than a minor driving offence under the road traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed; or

(f) the other party offering, promising or giving a bribe or requesting, agreeing to receive or accepting a bribe or bribing a foreign public official in connection with the Services contrary to the Bribery Act 2010;

(g) if Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Consultant.

10. Intellectual Property and Data Protection

10.1 The Consultant retains all existing and future Intellectual Property Rights for templates and proprietary knowledge the consultant shares with the client.

10.2 The Consultant acknowledges the Client’s existing and future Intellectual Property Rights for templates and proprietary knowledge the Client shares with the Consultant.

10.3 The Consultant will only use the Client’s personal information as set out in the Consultant’s Privacy Policy, copy to be supplied by the Client.

11. Liability and Indemnity

11.1 The Consultant will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under these Terms and Conditions, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Consultant’s employees, agents or otherwise) in connection with its provision of the Services or the performance of any of its other obligations under these Terms and Conditions or with the use by the Client of the Services supplied.

11.2 The Consultant shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Consultant’s obligations if such delay or failure is due to any cause beyond the Consultant’s reasonable control.

11.3 The Client shall indemnify the Consultant against all damages, costs, claims and expenses suffered by the Consultant arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client or its agents or employees.

11.4 Nothing in these Terms and Conditions shall limit or exclude the Consultant’s liability for death or personal injury caused by its negligence or for any other matters for which it would be unlawful to exclude or limit liability.

11.5 In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent Consultant and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Consultant failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

13. Communications

13.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

13.2 Notices shall be deemed to have been duly given:

(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

(b) when sent, if transmitted by email and a successful transmission report or return receipt is generated;

(d) on the tenth business day following mailing, if mailed by airmail.

13.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.

14. Confidentiality

14.1 Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

14.2 The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

14.3 All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

15. No Waiver

15.1 No waiver by the Consultant of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.2 No failure or delay on the part of either the Consultant or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

16. Severance

In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

17. Law and Jurisdiction

16.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

16.2 Any dispute, controversy, proceedings or claim between the Consultant and the Client relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.