1.Definitions

‘You’ are the entity named in this proposal.

‘Treacl’ or ‘We’ is Treacl Ltd, a Company registered in England and Wales, number 7234807, address 52 High Street, Pinner HA5 5PW.

‘Contract’ is together these Terms and any Proposal. It supersedes any previous agreement between us for the Services.

‘Services’ means all work which the Contract requires Us to supply.

‘Confidential Information’ is sensitive information about You and Treacl or our affairs that We learn whilst We deliver the Services, and that is not in the public domain.

‘Charges’ are non-refundable fees, VAT (if applicable), outlays, and other expenses under this Contract.



2.Services

We will deliver the Services with reasonable skill and care.

We will use reasonable endeavours to ensure the delivery of those parts of the services provided by anyone else named in this proposal.

We shall own all intellectual property rights including copyright in the product of the Services. You entitle Us to use, develop or share knowledge, general experience, and skills that We gain by delivering the Services.

We grant to You a royalty-free, non-transferable, non-exclusive licence to use our materials for the purposes of the Services. We do not grant any other intellectual property right belonging to Us.



3.Charges

You shall pay the full amount to Treacl when We present an invoice to You, or before any work begins, whichever is sooner.

We may charge the statutory rate of interest on any unpaid amounts.

We cannot increase our fees unless We give written notice.



4.Your responsibilities

You shall remain responsible and accountable for managing, operating and representing Your business and Your affairs, for deciding if or how You rely on our advice, and for realising any benefits related to the Services.

You shall promptly satisfy our reasonable requests for access to information, assistance, or systems so that We can deliver the Services. You will provide security, virus checks, licences and consents for any of Your systems that We use.

You shall tell Us anything You learn that might affect the Services.

You are responsible for Your use of Intellectual Property, image or other media rights.



5.Termination

We and You can both terminate this agreement by giving 90 days’ notice in writing.

You shall pay Us the full amount of any outstanding fees, expenses or other outlays on termination of this agreement.



6.Assignment

We and You need the other party’s prior written consent to assign the benefit of this agreement to another party.

We may use sub-contractors to help Us deliver the Services.



7.Liability

We limit our liability in relation to the Services in this agreement to the specified fee for that particular Service for any permissible cause.

Neither of us shall incur any liability to the other nor be in breach of our contractual obligations if anything beyond our reasonable control stops Us delivering the Services.

You will not hold Us liable under any circumstances for any indirect, consequential, economic or special loss or damage of any kind however it arises and whatever its cause, including without limitation, loss of profit, revenue, goodwill, business, interest or savings. Nothing in this Contract limits or excludes our liabilities for death or personal injury by negligence or fraud.

You agree to indemnify Us against all claims, liabilities, costs and expenses arising out of Your use of the Services.

We are not responsible for any damage caused by viruses or other software or hardware, nor do We guarantee that our systems are free from viruses.

We do not guarantee that any links provided by Us to websites are free from viruses or related risks.

You acknowledge that there are inherent risks associated with the storage or processing of data in computer networks, computer systems, and over the Internet, and agree that Treacl is not responsible for them.



8.Data protection

We shall only process personal data when the Services require Us to do so and in compliance with The Data Protection Act 1998.



9.Confidentiality

We and You will take reasonable care over each others’ Confidential Information. We shall only share Confidential Information if required to by English law, or in order to carry out our business, or for the purposes of insurance or professional advice.

We may only name You as a client and give a general description of our work for You for marketing purposes unless You give Us permission to give more detail or if that detail is in the public domain.

We provide the Services to You on the basis that it is only for Your benefit and information. You may not copy, refer to, or share it in whole or in part without our prior written consent.

You do not require or expect Us to have knowledge of any information known to other competing or conflicting parties.

We remain free to deliver services to other competing or conflicting parties.



10.Notices

We and You both need to serve notice to the other party in writing.

This Contract shall be subject to and governed by English law. All disputes under this Contract shall be subject to the exclusive jurisdiction of the English courts.



11.Solicitation of employees

You shall not solicit the employment of any of our employees or associates while We are providing the Services to You and nor for a year following their completion without our prior written consent.