GENERAL TERMS AND CONDITIONS
1 AGREEMENT
These General Terms and Conditions and the annex (“Conditions”) explain the basis on which MROI provides Services to the Client and should be read in conjunction with the relevant Proposal (together the “agreement”). These Conditions and the relevant Proposal together constitute the agreement between the Client and MROI for the provision of the Services specified in the relevant Proposal.
The Conditions will apply to all the services MROI provides the Client, unless otherwise set out in the Proposal or expressly agreed in writing by a director of MROI. These Conditions supersede any other terms the Client might have received from MROI previously. By continuing to instruct MROI, the Client accepts, and agrees to, these Conditions. If there is any conflict or ambiguity between the terms of a Proposal and these Conditions, the terms in the relevant Proposal will have priority.
2 INTERPRETATION
The following definitions and rules of interpretation apply:
2.1 Definitions:
Applicable Data Protection Laws: means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which MROI is subject, which relates to the protection of personal data.
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
Business Day: a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
Client: the person or firm who purchases Services from MROI, and where applicable, whose details are set out in the Proposal.
Client Materials: all materials, equipment, tools, documents, information and data provided or made available by the Client to MROI for use in the provision of the Services.
Confidential Information: information in whatever form (including in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, Clients, clients, suppliers, products, affairs and finances of either party and trade secrets including technical data and know-how relating to either party or any of its suppliers, Clients, clients, agents, distributors, shareholders, management or business contacts, including the Deliverables and any other information that MROI creates, develops, receives or obtains in connection with the Services, whether or not such information (if in anything other than oral form) is marked confidential.
controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
Deliverables: the output of the Services to be provided by MROI or its subcontractors and consultants as set out in the Proposal.
Effective Date: has the meaning given to it in clause 4.1.
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Fees: the fees payable by the Client for the supply of the Services as set out in a Proposal.
Force Majeure Event: has the meaning set out in clause 17.1.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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.
Individual Coaching/Mentoring Programme(s): the coaching/mentoring programme for individuals as set out in detail in the Proposal.
MROI: MROI Consultancy LTD registered in England and Wales with company number 11865064 and whose registered address is at Beehive Cottage, Swan Green, Emery Down, Lyndhurst, Hants, SO43 7DT.
Pre-existing Materials: all documents, information and materials used by MROI in the provision of the Services, and which existed prior to the Effective Date.
Proposal: the Client’s offer to purchase Services as agreed between the parties.
Purpose: has the meaning set out in clause 6.3.
Services: the services to be provided by or on behalf of MROI to the Client, including the Deliverables, as set out in a Proposal, including services which are incidental or ancillary to such services.
Services Start Date: the date that MROI starts to provide the Services as set out in a Proposal (or otherwise agreed in writing between the parties).
Team/Group Programme(s): the (a) team coaching, facilitation and/or consultancy programme; and/or the (b) group coaching, facilitation and/or consultancy programme as set out in detail in the Proposal.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
2.2 Interpretation:
2.2.1 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.2.2 Unless the context otherwise requires, words in the singular will include the plural and, in the plural, will include the singular.
2.2.3 Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions will be construed as illustrative only and will not limit the sense of any word, phrase, term, definition or description preceding those words.
3 ENGAGEMENT
The Client engages MROI to provide the Services and in consideration of payment of the Fees, MROI agrees to provide the Services in accordance with these Conditions.
4 COMMENCEMENT AND DURATION
4.1 The Proposal constitutes an offer by the Client to purchase Services in accordance with these Conditions. The Proposal shall only be deemed to be accepted when MROI issues written acceptance of the Proposal, at which point and on which date the agreement shall come into existence (“Effective Date”).
4.2 MROI shall provide the Services from the Services Start Date.
5 MROI OBLIGATIONS
5.1 MROI will:
5.1.1 use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Proposal and these Conditions in all material respects;
5.1.2 use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates will be estimates only and time for performance by MROI will not be of the essence of the agreement;
5.1.3 use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Client’s premises and that have been communicated to it by the Client, provided that it will not be liable under the agreement if, as a result of such observation, it is in breach of any of its obligations under the agreement; and
5.1.4 take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that MROI may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination or expiry of the agreement.
6 DISCLAIMER
6.1 MROI’s Services (as applicable) are based on the information supplied by or on behalf of the Client (and its personnel) or which came to MROI’s attention during the provision of the Services. MROI will use reasonable care to ensure the Services provided are as accurate and complete as possible, however, the Client acknowledges that MROI’s Services cannot identify every fact, improvement or risk within the Client’s business. MROI shall not be responsible, nor have any liability (including negligence) to the Client or any third party, for any reliance placed upon the Services or for checking the accuracy, validity or completeness of the information provided by or on behalf of the Client (and its personnel) to MROI.
6.2 The Deliverables are not intended to be viewed in isolation and are intended to support, but not replace, the Client’s professional judgement and/or knowledge in relation to the Client’s business. MROI shall not be responsible for any decisions made based on the Deliverables. It is the Client’s responsibility to carry out any implementation actions identified by MROI.
6.3 The Services are provided, and the Deliverables are prepared, for the use and benefit of the Client, and solely for the purpose for which they are provided in accordance with the scope of the Services as set out in a Proposal (the “Purpose”). The Client shall not use or exploit the Services in any way except for the permitted Purpose, unless otherwise agreed with MROI. Except where stated in the Proposal or otherwise in writing, the Services (or any part thereof) should not be reproduced, distributed or communicated to any third party or otherwise used by any third party. MROI does not accept any liability (including negligence) if the Services (or any part thereof) are used and/or relied on for an alternative purpose from which they are intended, nor to any third party in respect of the Services. To the fullest extent permitted by law, MROI accepts no responsibility and disclaims all liability (including negligence) to any third party who purports to use or rely for any reason whatsoever on the Services. Accordingly, any reliance placed on the Services, by any third party is entirely at their own risk.
6.4 Any statements contained in any Deliverables or otherwise communicated by or on behalf of MROI are personal to the author and are not necessarily the statements of MROI unless specifically stated.
6.5 The Client may be provided with access to third party psychometric tests and other third party sites and resources (“Third Party Resources”). These Third Party Resources are provided for the Client’s general information only. MROI has no control over the contents of such Third Party Resources.
7 CLIENT OBLIGATIONS
7.1 The Client will:
7.1.1 co-operate with MROI in all matters relating to the Services;
7.1.2 provide, in a timely manner, such Client Materials and other information as MROI may require, and ensure that it is accurate in all material respects;
7.1.3 provide, for MROI, its consultants and other personnel, in a timely and mutually agreed manner and at no charge, access to the Client’s premises and other facilities as reasonably required by MROI or any of them to provide the Services;
7.1.4 inform MROI of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises or other facilities to be used by MROI in the provision of the Services; and
7.1.5 obtain and maintain all necessary licences and consents, and comply with all relevant legislation applicable in respect of their receipt of the Services under these Conditions.
7.2 If MROI’s performance of its obligations under the agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, MROI will not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
7.3 The Client will be liable to pay to MROI, on demand, all reasonable costs, charges or losses sustained or incurred by MROI (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client’s use of the Services in breach of the agreement.
7.4 The Client will not, without the prior written consent of MROI, at any time during the term of the agreement or for a period of 12 months following termination or expiry of the agreement, solicit or entice away from MROI or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of MROI in the provision of the Services.
8 CANCELLATION & POSTPONEMENTS
8.1 Unless otherwise agreed with MROI, in respect of Individual Coaching/Mentoring Programmes and/or Team/Group Programmes, the Client shall only be entitled to cancel an individual coaching appointment and/or a Team/Group Programme in accordance with the terms of the Proposal and these Conditions. In the event of cancellation and/or postponement of an Individual Coaching/Mentoring Programme and/or Team/Group Programme, MROI reserves the right to charge the Client a cancellation charge up to the full value of the Fees for the relevant cancelled/postponed programme.
8.2 MROI shall only be required to accept a request for postponement of a Team/Group Programme and/or an Individual Coaching/Mentoring Programme to the extent of, and subject to, its and its consultants availability.
9 DELIVERY OF DELIVERABLES AND CHANGES TO SCOPE OF SERVICES AND FEES
9.1 MROI reserves the right to increase the Fees if:
9.1.1 the Client misses any deadlines or fails to provide any information or access required as set out in the Proposal resulting in a requirement to move back the start dates of any programmes; and
9.1.2 there are material changes to the agreed format and number of Deliverables.
9.2 If the delivery timelines for any Deliverables change for any reason, the Client acknowledges that, unless otherwise agreed by the parties, there is still an obligation on the Client to meet any deadlines identified in the Proposal.
9.3 MROI may, from time to time and without notice, change the Services and/or Deliverables in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature of the Services. If MROI requests a change to the scope of the Services and/or Deliverables for any other reason, the Client will not unreasonably withhold or delay consent to it.
9.4 Where the Deliverables are to be delivered electronically, the Client acknowledges that:
9.4.1 electronic delivery is not a completely secure medium of communication and that an unauthorised third party may intercept, tamper with, or delete the Deliverables delivered electronically; and
9.4.2 electronic delivery may involve reliance upon third party providers and data carriers over which MROI has no control.
9.5 MROI shall not be responsible for and shall have no liability to the Client or any third party for:
9.5.1 any delay in delivery or non-receipt of any Deliverables delivered electronically;
9.5.2 any loss or damage (including loss of data) that results from any person gaining unauthorised access to the Deliverables delivered electronically;
9.5.3 use or disclosure of any data obtained by any third party as a result of that third party gaining unauthorised access to any Deliverables delivered electronically; and
9.5.4 any loss or damage resulting from any malfunction of or the introduction of any viruses, worms, logic bombs, time locks, time bombs, trojan horses and/or bugs to and equipment and/or software used to affect and/or receive any Deliverables delivered electronically.
10 FEES
10.1 In consideration of the provision of the Services, the Client will pay the Fees to MROI as set out in the Proposal. Unless otherwise set out in the Proposal, all Fees are payable in advance on the Effective Date and are non-refundable.
10.2 Unless otherwise set out in the Proposal, the Client shall pay each invoice submitted by MROI on receipt of the relevant invoice.
10.3 The Client shall pay each invoice submitted by MROI in full and in cleared funds to a bank account specified by MROI to the Client from time to time, and time for payment shall be of the essence of the agreement.
10.4 The Fees are exclusive of expenses and disbursements. MROI shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom MROI engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by MROI for the performance of the Services, and for the cost of any materials, as further detailed in the Proposal.
10.5 MROI reserves the right to charge interest on overdue amounts at an annual rate of interest of 4% above the Bank of England’s base rate on the date payment is due.
10.6 All amounts payable to MROI under this agreement will:
10.6.1 be exclusive of value added tax (VAT), which MROI will add to its invoices at the appropriate rate if applicable; and
10.6.2 be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11 INTELLECTUAL PROPERTY RIGHTS
11.1 In relation to the Pre-existing Materials, MROI:
11.1.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Pre-Existing Materials whether incorporated into the Deliverables or not; and
11.1.2 grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy the Pre-Existing Materials for the purpose of receiving and using the Services and the Deliverables in the Client’s business during the Term, subject to the Client’s compliance with these Conditions.
11.2 In relation to the Client Materials, the Client:
11.2.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
11.2.2 grants MROI a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this agreement for the purpose of providing the Services to the Client.
11.3 In relation to the Deliverables, unless otherwise specified in the Proposal:
11.3.1 MROI and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Client Materials;
11.3.2 MROI grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable, revocable licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables in its business; and
11.3.3 the Client shall not sub-license, assign or otherwise transfer the rights granted in clause 11.3.2.
11.4 MROI:
11.4.1 warrants that the receipt and use of the Deliverables (excluding the Client Materials) by the Client shall not infringe any rights of third parties to the extent that infringement results from copying; and
11.4.2 shall not be in breach of the warranty at clause 11.4.1, and the Client shall have no claim in respect thereof, to the extent the infringement arises from:
(a) the use of the Client Materials in the development of, or the inclusion of the Client Materials in any Deliverable;
(b) any modification of the Deliverables, other than by or on behalf of MROI; and
(c) compliance with the Client’s specifications or instructions.
11.5 The Client warrants that the receipt and use of the Client Materials in the performance of this agreement by MROI, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.
12 CONFIDENTIALITY
12.1 Each party undertakes not to disclose, copy, or use for any other purpose without the other party’s written consent either during or after expiry or termination of this agreement any Confidential Information of that party which has come into its possession as a result of its entry into this agreement or the provision of the Services.
12.2 The Deliverables have been prepared solely for the use and benefit of the Client for the permitted Purpose and may contain sensitive information relating to the Client’s personnel. Unless MROI has given its express prior written consent, the Deliverables (or any part of it) must not be reproduced, distributed or otherwise communicated to any third party and may only be disclosed or made available, in whole or part, to the Client’s appropriate personnel who need to know the information for the permitted Purpose.
12.3 Unless otherwise agreed in writing by the parties, each party may disclose the other party’s confidential information:
12.3.1 to its employees, officers, representatives, contractors, consultants, subcontractors or professional advisers (“Representatives”) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party will ensure that its Representatives to whom it discloses the other party’s confidential information comply with this clause 12; and
12.3.2 as may be required by law, regulation, a court of competent jurisdiction or any governmental or regulatory authority.
12.4 No party will use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13 DATA PROTECTION
13.1 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 13.1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
13.2 The parties have determined that for the purposes of Applicable Data Protection Laws, the Client is the controller and MROI shall process the personal data as set out in Annex 1 as processor on behalf of the Client. In relation to the Client personal data, Annex 1 sets out the scope, nature and purpose of processing by MROI, the duration of the processing and the types of personal data and categories of data subject.
13.3 Without prejudice to clause 13.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Client personal data to MROI and lawful collection of the same by MROI for the duration and purposes of this agreement and the Client shall defend, indemnify and hold harmless MROI against all claims, requests, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s breach of its obligations in this clause 13.
13.4 Without prejudice to the generality of clause 13.1, MROI shall, in relation to Client personal data processed in connection with the performance by it of its obligations hereunder:
13.4.1 process that Client personal data only on the documented instructions of the Client, as set out in Annex 1 unless MROI is required by Applicable Laws to otherwise process that Client personal data. Where MROI is relying on Applicable Laws as the basis for processing Client personal data, MROI shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit MROI from so notifying the Client on important grounds of public interest. MROI shall inform the Client if, in the opinion of MROI, the instructions of the Client infringe Applicable Data Protection Laws;
13.4.2 ensure that any personnel engaged and authorised by MROI to process Client personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
13.4.3 assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to MROI), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
13.4.4 notify the Client without undue delay on becoming aware of a personal data breach involving the Client personal data;
13.4.5 at the written direction of the Client, delete or return Client personal data and copies thereof to the Client on termination of the agreement unless MROI is required by Applicable Law to continue to process that Client personal data. For the purposes of this clause 13.4.5, Client personal data shall be considered deleted where it is put beyond further use by MROI;
13.4.6 maintain records to demonstrate its compliance with this clause 13.4.6; and
13.4.7 allow for audits by the Client or the Client’s designated auditor no more frequently than once per annum, and provided that the Client has provided MROI with at least 30 days advance written notice, such audit to be on a mutually agreed schedule that will minimise the audit’s impact on MROI’s operations.
13.5 Each party shall implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client personal data and against accidental loss or destruction of, or damage to, Client personal data, which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
13.6 The Client hereby consents to the appointment of all third-party processors of Client personal data that have been appointed by MROI as of the Effective Date in order to assist MROI in complying with its obligations as a processor under this agreement (each, a “Sub-Processor”). MROI confirms that it may only appoint additional Sub-Processors if the Client provides MROI with its consent prior to each such appointment. Where such consent is not provided, either party may terminate this agreement on 30 days’ written notice to the other. MROI has, or as the case may be, will enter into written agreements with each Sub-Processor that it appoints incorporating terms which are substantially similar to those set out in this clause 13 and which MROI confirms reflect and will continue to reflect the applicable requirements of the Applicable Data Protection Laws. As between MROI and the Client, MROI shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to this clause 13.6.
13.7 The Client hereby acknowledges and agrees that MROI may anonymise Client personal data (so that it can no longer be associated with a data subject), aggregate it with the data of other clients of MROI and/or use such aggregated and/or anonymised data for any purpose, including, but not limited to, research and/or statistical analysis in respect of leadership, coaching and mentoring analysis as well as data analytics to evaluate, administer and improve the Services, and MROI’s rights in this clause 13.7 shall survive termination or expiry of this agreement, however arising (“MROI Data”). The parties acknowledge that MROI shall only be considered a controller in respect of any MROI Data in the event any such data is classified as personal data and shall process such personal data in accordance with the terms of its privacy policy, which can be found at https://www.mroi.co.uk/privacy/.
13.8 MROI’s liability for losses arising from breaches of this clause 13 is as set out in clause 14.
14 LIMITATION ON LIABILITY
14.1 Nothing in this agreement will limit or exclude either party’s liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its personnel, agents, or sub-contractors;
14.1.2 fraud or fraudulent misrepresentation; or
14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
14.1.4 any other liability which cannot be limited or excluded by applicable law.
14.2 Subject to clause 14.1, MROI will not be liable to the Client, whether in contract, tort (including negligence), misrepresentation for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
14.2.1 loss of profits;
14.2.2 loss of sales or business;
14.2.3 loss of agreements or contracts;
14.2.4 loss of anticipated savings;
14.2.5 pure economic loss;
14.2.6 loss of or damage to goodwill;
14.2.7 loss of use or corruption of software, data or information; and/or
14.2.8 any indirect or consequential loss.
14.3 Subject to clause 14.1 and clause 14.2, MROI’s total aggregate liability to the Client, whether in contract (including in respect of the warranty at clause 11.4.1), tort (including negligence), misrepresentation, restitution, for breach of statutory duty, or otherwise, arising under or in connection with this agreement will be limited to the Fees paid under the relevant invoice.
15 TERMINATION
15.1 Either party may terminate this agreement with immediate effect by giving written notice to the other if:
15.1.1 the other party commits a material breach of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days of being notified in writing to do so;
15.1.2 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
15.1.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
15.1.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
15.1.5 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.2 On termination or expiry of this agreement for any reason:
15.2.1 the Client will immediately pay to MROI all of MROI outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, MROI may submit an invoice, which will be payable immediately on receipt;
15.2.2 if requested by MROI and to the extent and if applicable, the Client will return all Pre-existing Materials. If the Client fails to do so, then MROI may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client will be solely responsible for their safe keeping; and
15.2.3 each party will return to the other party, or at the discretion of the other party, destroy any Confidential Information provided to it under this agreement.
15.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement will remain in full force and effect.
15.4 Termination or expiry of this agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
16 NOTICES
16.1 Any notice given to a party under or in connection with this agreement will be in writing and sent to the party at the address or email address given in the Proposal or as otherwise notified in writing to the other party.
16.2 Unless proven otherwise, any notice will be deemed to have been received:
16.2.1 if delivered by hand, at the time the notice is left at the address given in the Proposal or given to the addressee; or
16.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
16.2.3 if sent by email, at the time of transmission.
16.3 This clause 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
17 FORCE MAJEURE
17.1 Neither party will be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control including an act of God, epidemic, pandemic, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Agreement, strike, lockout or boycott or other industrial action (a “Force Majeure Event”).
17.2 If either party is unable to perform its duties and obligations under this agreement as a direct result of a Force Majeure Event, that party will give written notice to the other of the inability stating the reason in question.
17.3 The operation of this agreement will be suspended during the period (and only during the period) during which the Force Majeure Event continues. Immediately upon the Force Majeure Event ceasing to exist the party relying upon it will give written notice to the other of this fact.
17.4 If the Force Majeure Event continues for a period of more than 30 days and substantially affects the commercial basis of this agreement, the party not claiming relief under this clause 17 will have the right to terminate this agreement upon giving 14 days’ written notice of such termination to the other party.
17.5 In the event of termination by either party under clause 17.4, the provisions of clause 14.3 will apply.
18 GENERAL
18.1 Entire agreement:
18.1.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
18.1.2 Each party acknowledges that in entering into this agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement.
18.1.3 Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
18.2 Assignment:
18.2.1 MROI may assign, subcontract, or encumber any right under this agreement, in whole or in part, at any time however MROI will remain liable to the Client for all its obligations under this agreement.
18.2.2 The Client will not assign, subcontract, or encumber any right or obligation under this agreement, in whole or in part, without the prior written consent MROI (such consent not to be unreasonably withheld or delayed).
18.3 Waiver. No failure, delay, or omission by either party in exercising any right, power or remedy provided by law or under this agreement will operate as a waiver of that right, power, or remedy, nor will it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this agreement will prevent any future exercise of it or the exercise of any other right, power, or remedy.
18.4 Further assurance. The parties will use reasonable endeavours to hold all meetings, perform all acts, execute, and deliver all documents and instruments, do all such things, and provide all such assurances as may be reasonably necessary or desirable to give effect to the purpose of this agreement.
18.5 Amendment. No amendment or variation of this agreement, including to the scope of Services being provided under it, will be effective unless it is in writing and signed by an authorised representative of the parties.
18.6 No partnership or agency. Nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between the parties or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise bind the other in any way.
18.7 Severance. If any provision of this agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of this agreement will not be affected.
18.8 Costs. Each party will pay their own costs and expenses incurred by it in connection with the entering into of this agreement.
18.9 Counterparts. This agreement may be executed in any number of counterparts, each of which will constitute a duplicate original, but all the counterparts will together constitute the one agreement.
18.10 Third party rights:
18.10.1 A person who is not a party to this agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
18.10.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
18.11 Governing law and jurisdiction:
18.11.1 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) will be governed by and construed in accordance with the law of England and Wales.
18.11.2 Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Annex 1
DATA PROTECTION – PROCESSING, PERSONAL DATA AND DATA SUBJECTS
1. Parties’ roles
The Client shall be the controller and MROI shall be the processor.
2. Processing to be carried out by MROI
For the purposes of Article 28(3) of the GDPR and per clause 13, the processing of personal data to be carried out by MROI on the Client’s behalf in connection with this agreement shall be as follows:
(a) Scope
MROI will process the personal data in the provision of the Services and the delivery of Deliverables to the Client as set out in the agreement;
(b) Nature of Processing
Storage, access, processing and transfer of the personal data as required for the delivery and provision of the Services to the Client as set out in the agreement;
(c) Purpose of processing
MROI will process the personal data for the purpose of carrying out the Services and providing the Deliverables to the Client as set out in the agreement; and
(d) Duration of the processing
MROI will process the personal data for the duration of the agreement, and as necessary thereafter solely as required by any applicable laws and regulations.
3. Types of personal data
Names, surnames, job titles, telephone numbers, job title, e-mail address and such other personal data as is provided by or on behalf of the Client in the context of the Client’s receipt of and engagement with the Services.
4. Categories of data subject
The Client and its members, directors, officers, employees, suppliers, consultants and contractors as well as the Client’s customers/clients and their members, directors, officers, employees, suppliers, consultants and contractors provided by the Client to MROI in the context of the Client’s receipt of, and engagement with, the Services.
Reviewed April 2025
