Mainer Associates Limited

Terms and Conditions for the supply of Services (these “Terms and Conditions”)

1. Definitions in this Agreement

1.1  The following terms shall have the following meanings unless the context otherwise requires:

“Acceptance”: includes written confirmation, electronic confirmation, signature, payment of any invoice, or instructing Mainer Associates Limited to commence or continue work.

“Agreement”: these terms and conditions together with the relevant Proposal and any document referred to in these terms and conditions or the Proposal;

“Breach of duty”: the breach of any: (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract; or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty);

“Business day”: any day other than: (i) a Saturday; (ii) a Sunday; or (iii) a day when the clearing banks in the City of London are not physically open for business;

“Client”, “You” or “Your”: the recipient of Services under this Agreement, as stipulated in the Proposal;

“Confidential information”: any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to this Agreement which is expressly marked as confidential or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement, together with any reproductions of such information or any part of it;

“Deliverables”: any documents, materials, reports, plans, drawings, specifications, calculations, assessments, written outputs, or other work products created, supplied or made available by us for you in the course of providing the Services, as identified in the Proposal. For the avoidance of doubt, this excludes any material produced by you or by your employees, agents, subcontractors or other third parties;

“Fees”: the fees payable by you to us for the provision by us of the Services as may be stipulated in the relevant Proposal;

“Input material”: all documents, information and materials provided to us by you to enable us to perform our obligations under this Agreement;

“Intellectual property rights”: copyright and related rights, trademarks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Liability”: Liability in or for breach of contract, breach of duty, torts (including negligence and intentional torts), deliberate breach (including deliberate personal repudiatory breach), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including Liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and, for the purposes of this definition, all references to this Agreement shall be deemed to include any collateral contract);

“Proposal”: the written scope, quotation, fee letter, schedule of work, email confirmation, offer document or other written communication issued by Mainer Associates Limited which describes the work to be undertaken, the Deliverables, the applicable assumptions, limitations, fees and commercial terms, and which forms part of this Agreement;

“Party”: us or you, and “Parties” means both of us and you;

“Processes”: specifications, reports, notes, records, research, results, processes, descriptions, systems, methodologies, flowcharts, tools, ideas, concepts, information, data, diagrams and designs that we may use to provide the Services or the Deliverables;

“Rates”: our time and materials rates for providing Services, being our standard time and materials rates from time to time; and

“Services”: the work we are required to perform under this Agreement, as defined in the Proposal;

1.2  References to “clauses” are to clauses of these terms and conditions;

1.3  The headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;

1.4  A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.5  A reference to a Party includes its personal representatives, successors or permitted assigns;

1.6  Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm, partnership, trust, association, government or local authority department or other authority or body (whether corporate or unincorporated);

1.7  A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.8  The words “including”, “include”, “in particular” or any similar words or expressions shall not be interpreted as limiting the generality of any foregoing words and shall mean without limitation; and

1.9  A reference to “writing” or “written” includes in electronic form and similar means of communication (except under clause 13.4).

2.     Agreement

2.1  The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you in whatever form and at whatever time. These terms and conditions apply to all Deliverables and Services.

2.2  Save as expressly provided in this Agreement, this Agreement shall apply to all Services and Deliverables as agreed in the Proposal and it shall operate to the entire exclusion of any other Agreement, understanding or Proposal or arrangement of any kind between the parties preceding the date of this Agreement and to the exclusion of any representations not expressly stated in this Agreement except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the parties acknowledges that it has not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.

2.3  This Agreement constitutes the whole Agreement and understanding of the parties as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.

2.4  This Agreement shall be legally formed and each of us and you shall be legally bound. The Proposal issued by us constitutes an offer to provide the Services and Deliverables subject to these Terms. For the avoidance of doubt, a signed Proposal or signed copy of these Terms is not a pre-requisite for this Agreement to take effect. This Agreement becomes binding on the earliest of: (a) you signing or otherwise confirming acceptance of the Proposal; (b) you providing written or electronic instructions to proceed; or (c) you giving any instruction to commence or continue work after receiving the Proposal or these Terms, including by supplying information, engaging with the Services, or participating in project activity. Any such continued instructions shall constitute full acceptance of the Proposal and these Terms.

2.5  In the event of a conflict between these terms and conditions and a Proposal and any document referred to in these terms and conditions or Proposal, then the Proposal shall prevail over these terms and conditions, which prevails over any other document.

2.6  Each Proposal constitutes a separate Agreement; there may be more than one such Agreement between the parties in force at the same time as this Agreement.

3.     Services

3.1  We warrant that:

3.1.1      We shall use our reasonable skill and care in providing the Services;

3.1.2      Our employees, agents and subcontractors have the necessary skill to provide any Services;

3.1.3      We have all necessary consents, rights and permission to enter into, and perform our obligations under, this Agreement (including intellectual property rights in respect of the Deliverables);

3.1.4      We shall ensure that our employees, agents and subcontractors co-operate with, and make themselves available at all reasonable times for, discussion and meetings with you and your employees, agents or subcontractors;

3.1.5      We shall use our reasonable endeavours to ensure that whilst our employees, agents and subcontractors are on your premises they conform to your normal codes of staff and security practice as are advised to them in advance by you; and

3.1.6      We shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement.

3.2  We reserve the right to sub-contract all or part of the Services but shall remain liable for the acts or omissions of our subcontractors as if they were our own.

3.3  We do not warrant that the Services or Deliverables will meet your individual requirements. We are not responsible for any people, equipment, Deliverables or Services that we are not expressly stipulated to provide in this Agreement. You are responsible for any people, equipment, Deliverables and Services that you need to obtain from someone other than us. Except for any matter in relation to which we specifically agree in writing to advise or do. Nothing in these Terms requires Mainer Associates Limited to achieve a particular outcome. Mainer Associates Limited’s duty is limited solely to exercising reasonable skill and care in the performance of the Services.

3.4  Subject to us performing the Services within any timeframe agreed as being necessary for the performance of the Services, we may select our own working times and location. We shall not unreasonably withhold or delay our Agreement to perform the Services at any other place that you reasonably request, although you acknowledge that we may charge additional fees and expenses to reflect our extra costs in performing the Services at the different location.

3.5  We shall be responsible for the provision of the Services and the Deliverables only. You shall be responsible for any decision or implementation by you and your employees, agents and other contractors relating to any advice, recommendation or course of action that we propose in the provision of the Services and/or the Deliverables. The Client remains solely responsible for all decisions, implementations and reliance placed on any advice or recommendations. Mainer Associates Limited shall not be liable for any consequences of such decisions or implementations, except to the extent arising from Mainer Associates Limited’s own negligence.

3.6  We shall use our reasonable endeavours to perform our obligations under this Agreement within any timescales set out in this Agreement. However, subject to clause 8, we shall not have any Liability for any delays or failures to accurately perform our obligations:

3.6.1      If we have used those endeavours; or

3.6.2      If those delays or failures are caused by any failure or delay on your part or on the part of your employees, agents or subcontractors or by any breach by you of this Agreement or any other Agreement.

3.7  If there is any slippage in time, we shall use our reasonable endeavours to reschedule delayed tasks to a mutually convenient time.

3.8  If we are delayed or hindered in providing any Services and/or Deliverables as a result of any breach, delay or failure by you to perform any of your obligations under this Agreement or of any other Agreement between us and you, then we may charge you at the rates for:

3.8.1      Any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which we had anticipated that our personnel would provide Services and/or the Deliverables under this Agreement but become unable to provide the Services at that time as a result of your act or omission); and

3.8.2      Any time that we were going to spend in providing the Services, in addition to the time we actually do spend in providing the Services.

3.9  Nothing in this Agreement shall exclude or limit Liability for death or personal injury caused by negligence, fraud, or any other Liability which cannot be excluded or limited under applicable law. Subject always to Mainer Associates Limited’s duty to exercise reasonable skill and care, we exclude all conditions, warranties or terms implied by statute or common law to the fullest extent permitted by law. We shall not be liable for indirect, consequential or special losses.

3.10    To the extent that personal data is processed under this Agreement, both parties shall comply with all applicable data protection laws in force from time to time, including (where applicable) the UK General Data Protection Regulation and the Data Protection Act 2018. We shall implement appropriate technical and organisational measures to safeguard personal data.

4.     Your Obligations

4.1  You shall (and, where, appropriate, you shall ensure that your employees, agents and other contractors shall):

4.1.1      Ensure that the terms of the Proposal, and any specification or instructions you provide to us for the Services, are complete and accurate;

4.1.2      Provide proper, adequate, safe, comfortable and suitable environmental and operating conditions if we undertake any work at your premises;

4.1.3      Inform us in writing a reasonable time before the commencement of any Services of any regulations relevant to us when working at any premises under your control;

4.1.4      Be present and available to provide access to your premises, record, information and employees at the required times to enable us to perform our obligations under this Agreement;

4.1.5      Effect and maintain a sufficient policy of insurance for all your premises, machinery, equipment and employees;

4.1.6      Fully, frequently and promptly update us as to progress with use of the Services and Deliverables generally, and your activities and developments generally, including reporting on any concerns, issues, queries or comments that need to be resolved or discussed;

4.1.7      Ensure that your employees, agents and subcontractors fully co-operate with, and make themselves available at all reasonable times for discussion and meetings with us and our employees, agents and subcontractors to enable us to promptly perform our obligations under this Agreement;

4.1.8      Promptly provide to us such information and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement to the best of our ability;

4.1.9      Not do anything that will mislead us, or our employees, agents and subcontractors or interfere with the Services;

4.1.10    Promptly respond to all of our communications or the communications of our employees, agents and subcontractors;

4.1.11    Take all care and assume all responsibility with using, instructing or employing any third parties (including other service providers) recommended or referred by us;

4.1.12    Promptly comply with all of our reasonable requests in connection with this Agreement;

4.1.13    Have all rights, permissions and consents to enter into, and perform your obligations under, this Agreement; and

4.1.14    Comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of your rights and performance of your obligations under this Agreement.

4.2  It is your responsibility to ensure that the Services and the Deliverables are sufficient and suitable for your purposes and meet your individual requirements.

4.3  You are responsible for ensuring that you provide us with the information required to enable us to properly provide the Services. We shall not be responsible or, subject to clause 8, have any Liability for any failure to provide the Services to the extent caused by your failure to properly ensure the provision of the relevant information.

4.4  It is your responsibility to ensure that:

4.4.1      Any decision or implementation made by you and your employees, agents and other contractors as a result of any advice, recommendation or course of action proposed in the provision of the Services by us is made in your best interests; and

4.4.2      The process of making such decision or implementation by you and your employees, agents and other contractors is made in compliance with your relevant risk strategy;

4.4.3      And you bear absolute responsibility and Liability for the consequences of any such decision or implementation.

4.5  It is your responsibility to ensure that you, your employees, agents and any other contractors maintain appropriate insurance cover and hold all necessary licences required to use any equipment or communication systems before we provide the Services and Deliverables. You must also provide us with all information reasonably required for us to perform the Services and Deliverables. If you do not fulfil these responsibilities, and subject to clause 8, we shall not be liable for any failure to perform the Services or Deliverables to the extent such failure is caused by your acts or omissions, or by any third party.

4.6  The Client shall indemnify and hold Mainer Associates Limited harmless against all losses, liabilities, costs, claims, actions or expenses arising from: (a) any breach of this Agreement by the Client; (b) any misuse, unauthorised use or modification of the Deliverables; or (c) any reliance placed on advice or information contrary to Mainer Associates Limited’s written instructions. This indemnity shall not apply to the extent that any such loss is caused by Mainer Associates Limited’s own negligence.

5.     Fees

5.1  In consideration of obtaining the relevant Services we provide pursuant to this Agreement; you shall pay to us the relevant fees as set out in the Proposal.

5.2  We may charge you for our reasonable expenses incurred in the course of performing our obligations under this Agreement, including for the reasonable accommodation, travel, telephone, food, subsistence, out-of-pocket, any other expenses incurred in the course of performing this Agreement outside of the relevant person’s normal place of work, stationery, and materials or equipment agreed in writing between the parties that we will purchase on your behalf.

5.3  You shall pay to us all amounts due to us under this Agreement at such times and in such instalments as we may direct from time to time. We may issue invoices for the amounts due to us under this Agreement at such intervals as we may, at our absolute discretion, consider appropriate; however, if we are to incur significant expense on your behalf, the parties may agree (such Agreement not to be unreasonably withheld or delayed), on a case-by-case basis, that you shall pay us in advance before we have incurred the expense.

5.4  All sums due under this Agreement are exclusive of VAT or other sales, import or export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of any sums due.

5.5  Where payment for any Services is on a time basis, we shall maintain full and accurate records of the time spent in providing those Services to you and shall produce such records to you for inspection at all reasonable times on request.

5.6  You shall pay us by any payment method that we may stipulate from time to time. No payment shall be considered paid until we have received it in cleared funds in full.

5.7  Payment shall be in the currency in force in England from time to time or such other currency as we may stipulate from time to time for the fees.

5.8  The Client shall not withhold, deduct or set off any amount due to Mainer Associates Limited under this Agreement, including in the event of a dispute. All fees and charges must be paid in full and without condition.

5.9  We may increase the Fees to reflect increases in the costs of providing the Services, provided that we give you not less than 30 days’ written notice of the change. Any such increase shall apply only to Services performed after the effective date of the change and shall not apply retrospectively. If you do not accept the revised Fees, you may terminate the Agreement without penalty by giving written notice within 14 days of receiving the notification.

5.10   We reserve the right to increase our Fees and the rates in respect of any Services or Deliverables not included in the Proposal which we may agree, at our absolute discretion, to provide to you in addition to those Services and Deliverables set out in the Proposal.

5.11   Where Services are provided on a time basis, we do not guarantee that any work intended to be completed within a particular period of time or within a particular maximum figure will be completed during that timeframe or within that budget, and if you would like us to spend any more time continuing to work towards producing a result where this Agreement contains a capped amount of time to be spent, any more time will be subject to us and you first agreeing a change to this Agreement in accordance with clause 18.

5.12   If you or any appointed third-Party contractor fails to provide us with the necessary documentation, evidence, or access required to perform the Services by the deadlines specified, or as reasonably requested during the engagement, we reserve the right to:

5.12.1    Renegotiate the fees to reflect any additional time, resources, or costs incurred due to such a delay;

5.12.2    Adjust the Delivery schedule accordingly; and

5.12.3    Suspend Services until the required information is received, without Liability for any resulting delay.

We shall notify you in writing of any proposed Fee adjustments, which shall be subject to mutual agreement. If Agreement cannot be reached within 14 days of notice, either Party may terminate the Agreement in accordance with clause 10.

5.13   If you are late in paying any part of any monies due to us under this Agreement and such payment remains outstanding for seven days following us providing notice to you of such outstanding payment, we may (without prejudice to any other right or remedy available to us whether under this Agreement or by any statute, regulation or bye-law) do any or all of the following:

5.13.1    Charge interest and other costs on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;

5.13.2    Recover our costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment;

5.13.3    Revoke your licence, granted in clause 9.2, to use the Deliverables; and/or

5.13.4    Suspend all Services until payment in full has been made.

6.     Environmental Commitment

6.1  The Company is committed to sustainable practices in all aspects of its operations. The Client agrees to cooperate with reasonable requests that support environmentally responsible delivery of Services, including digital documentation, remote meetings, and minimising unnecessary travel or resource use.

6.2  The Client confirms that their operations and objectives align with principles of environmental sustainability and ethical conduct. The Company may decline or terminate an engagement where, acting reasonably and based on credible evidence, it determines that the Client’s project materially contributes to environmental harm or involves misrepresentation of sustainability credentials.

6.3  With the Client’s consent, the Company may use anonymised project data to contribute to sustainability impact reports, case studies, or industry benchmarking. Any such use will comply with applicable data protection laws and will not disclose confidential or proprietary information.

6.4  Where procurement of goods or Services is required as part of the consultancy, the Company will prioritise suppliers and partners who demonstrate sustainable practices, including low-carbon operations, ethical sourcing, and circular economy principles.

6.5  Any advice provided by the Company regarding climate risk, environmental impact, or regulatory compliance is based on current best practices and available data. The Client acknowledges that such advice may be subject to change due to evolving scientific understanding or policy developments.

7.     Confidentiality

7.1  Each Party shall keep the other Party’s confidential information confidential and shall not:

7.1.1      Use such confidential information except for the purpose of exercising or performing its rights and obligations under this Agreement; or

7.1.2      Disclose such confidential information in whole or in part to any third Party, except as expressly permitted by this clause 7.

Each Party shall use adequate procedures and security measures to protect the other Party’s confidential information from inadvertent disclosure or release to unauthorised persons.

7.2  A Party may disclose the other Party’s confidential information to those of its employees, agents and subcontractors who need to know such confidential information provided that:

7.2.1      It informs such employees, agents and subcontractors of the confidential nature of the confidential information before disclosure; and

7.2.2      It does so subject to obligations equivalent to those set out in this clause 7.

7.3  A Party may disclose the confidential information of the other Party to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 7.3, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

7.4  The obligations of confidentiality in this clause 7 shall not extend to any matter which either Party can show:

7.4.1      Is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or

7.4.2      Was independently developed by it; or

7.4.3      Was independently disclosed to it by a third Party entitled to disclose the same; or

7.4.4      Was in its written records prior to receipt.

7.5  Each Party reserves all rights in its confidential information. No rights or obligations in respect of a Party’s confidential information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

7.6  We may identify you as our client and the type of Services provided by us to you, provided that, in doing so, we shall not reveal any of your confidential information (without your prior written consent).

7.7  On termination of this Agreement (or a Proposal), each Party shall:

7.7.1      Return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s confidential information;

7.7.2      Erase all the other Party’s confidential information from its computer systems (to the extent possible); and

7.7.3      Certify in writing to the other Party that it has complied with the requirements of this clause 7.7, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party’s confidential information to the extent required by law or any applicable governmental or regulatory authority.

Nothing in this clause prevents Mainer Associates Limited from retaining copies of documents or Deliverables to the extent necessary to comply with professional indemnity insurance requirements, legal obligations, or regulatory duties.

7.8  The provisions of this clause 7 shall continue to apply after termination of this Agreement.

8.     Limitation of Liability

8.1  This clause 8 prevails over all of this Agreement and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

8.1.1      Performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or any Services in connection with this Agreement; or

8.1.2      Otherwise in relation to this Agreement or entering into this Agreement.

8.2  Neither Party excludes or limits its Liability for:

8.2.1      Its fraud; or

8.2.2      Death or personal injury caused by its breach of duty; or

8.2.3      Any breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982; or

8.2.4      Any other Liability which cannot be excluded or limited by applicable law.

8.3  Subject to clause 8.2, and other than any Liability arising pursuant to this Agreement, we do not accept, and hereby exclude, any Liability for breach of duty.

8.4  Subject to clause 8.2, we shall not have any Liability in respect of any:

8.4.1      Indirect or consequential losses, damages, costs or expenses;

8.4.2      Loss of actual or anticipated profits;

8.4.3      Loss of contracts;

8.4.4      Loss of use of money;

8.4.5      Loss of anticipated savings;

8.4.6      Loss of revenue;

8.4.7      Loss of goodwill;

8.4.8      Loss of reputation;

8.4.9      Loss of business;

8.4.10    Ex gratia payments;

8.4.11    Loss of operation time;

8.4.12    Loss of opportunity;

8.4.13    Loss caused by the diminution in value of any asset; or

8.4.14    Loss of, damage to, or corruption of, data;

Whether or not such losses were reasonably foreseeable, or we or our agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, clauses 8.4.2 to 8.4.14 (inclusive) of this clause 8.4 applies whether such losses are direct, indirect, consequential or otherwise.

8.5  Subject to clause 8.2, Mainer Associates Limited’s total aggregate Liability arising out of or in connection with this Agreement (including any Liability for negligence) shall not exceed the greater of: (a) the total Fees paid by the Client in the 12 months preceding the date on which the relevant claim arose; or (b) £250,000; unless a higher Liability cap is expressly agreed in writing between the Parties as a contractual requirement.

8.6  The limitation of Liability under clause 8.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

8.7  You acknowledge and accept that we only provide the Services to you, and otherwise perform our obligations and exercise our rights, under this Agreement, on the express condition that we will not be responsible, nor, subject to clause 8.2, shall we have any Liability, directly or indirectly, for any act or omission of you, your affiliates or your or their employees, agents, contractors or customers or any Third Party.

8.8  Mainer Associates Limited’s liability under or in connection with this Agreement and/or the performance of the Services shall be limited to the proportion of the losses, damages, costs or expenses (“Losses”) that it is just and equitable for Mainer Associates Limited to pay, having regard to the extent of its responsibility for those Losses. To that extent, the Client agrees that Mainer Associates Limited shall not be liable for any Losses to the extent such Losses are caused, contributed to or should be borne by any other person, including (without limitation) the Client, any contractor, subcontractor, consultant or other third party involved in the project. For the avoidance of doubt, the Parties agree that the effect of this clause 8.8 is to exclude any joint and several liability of Mainer Associates Limited, and Mainer Associates Limited shall only be responsible for that portion of the Losses which it would be just and equitable for it to bear.

9.     Intellectual Property Rights

9.1  You acknowledge and agree that we or our licensors own all intellectual property rights in the Services, the Deliverables, the processes, and any rights arising out of or in connection with them.

9.2  We grant to you a perpetual, non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables for your internal business purposes.

9.3  We acknowledge that you own all intellectual property rights in the input material. You grant to us a non-exclusive licence to use that input material to the extent necessary for us to provide the Services to you.

10.  Termination

10.1        Unless terminated earlier in accordance with the termination provisions under this Agreement, a contract in respect of a Proposal shall continue in full force and effect until the latest of:

10.1.1    The completion of the provision of the Services in accordance with that Proposal; or

10.1.2    The conclusion of payment of all sums due under that Proposal.

10.2        Unless terminated earlier in accordance with the termination provisions under this Agreement, this Agreement shall continue in full force and effect until either Party gives to the other Party no less than 30 days’ written notice.

10.3        Without prejudice to any of our rights or remedies, we may terminate this Agreement with immediate effect (or such other notice period as we see fit in our absolute discretion) by giving notice to you;

10.3.1    If you fail to pay any amount due under this Agreement on the due date for payment and such amount remains in default not less than seven days after being notified to make such payment; or

10.3.2    If in our opinion it is no longer possible to continue the performance of the Services due to:

a)     any of your acts or omissions or the acts or omission of your employees, agents or subcontractors; or

b)    a material adverse change in the Client’s financial or operational circumstances that prevents or significantly hinders the continued delivery of the Services.

10.4        Either Party may terminate this Agreement immediately by notice in writing to the other Party if:

10.4.1    Without prejudice to clause 10.3 the other Party is in material breach of any of its obligations under this Agreement, and, where such material breach is capable of remedy, the other Party fails to remedy such breach within a period of 14 days of being notified of such breach by the Party;

10.4.2    The other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; and/or

10.4.3    The other Party ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

10.5        Termination or expiry of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.

10.6        Termination or expiry of this Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

10.7        On termination or expiry of this Agreement for any reason:

10.7.1    We shall cease to provide the Deliverables and Services under this Agreement;

10.7.2    All outstanding fees and any other sums, whether invoiced or not, together with reasonable compensation in respect of any unperformed Services, shall become immediately payable,

10.8        Termination of this Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

11.  Force Majeure

Neither Party shall be in breach of this Agreement nor, subject to clause 8.2, have any Liability for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 60 days, the Party not affected may terminate this Agreement by giving immediate written notice to the affected Party.

12.  Lien

Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to Services (including the Deliverables) until all outstanding fees and disbursements are paid in full subject always to Mainer Associates Limited’s professional duty to retain records under applicable law and professional indemnity insurance requirements.

13.  Notices

13.1        Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, or sent by email to the email address specified for notices by the receiving Party.

13.2        A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second business day after posting or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

13.3        A notice sent by email shall be deemed received at the time of transmission, provided no delivery failure or out-of-office undeliverable notification is received.

13.4        The provisions of this clause 13 shall not apply to the service of any proceedings or other documents in any legal action.

14.  Assignment

You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).

15.  Severance

15.1        If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

15.2        If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.  Waiver

16.1        A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.2        The rights and remedies conferred on the parties by this Agreement are cumulative and not exclusive of any rights and remedies provided by the law or otherwise.

17.  Third Party Rights

A person who is not a Party shall not have any rights under or in connection with this Agreement.

18.  Variation

No variation of this Agreement shall be effective unless it is agreed in writing and signed by each of the parties (or their authorised representatives).

19.  No Partnership

Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership, joint venture, employment relationship or agency between the Parties. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person. For the avoidance of doubt, neither Party shall have, nor shall hold itself out as having, any authority to bind the other Party in any manner.

20.  Governing Law and Jurisdiction

20.1        This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

20.2        The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.

- Updated 02 December 2025