1. Definitions and Interpretation
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1.1 In these Terms, unless the context otherwise requires:
“Agreement” means the contract for the provision of Services consisting of these Terms and any accompanying Proposal or Letter of Engagement;
“Client” means the person, firm or company purchasing Services from the Supplier;
“Services” means the professional services to be supplied by the Supplier as described in the Proposal or Letter of Engagement;
“Supplier” means The Retirement Practice Ltd trading as Co-Labpeople.
2. Provision of Services
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2.1 The Supplier shall use reasonable endeavours to provide the Services in accordance with the Agreement and any agreed timeframes.
2.2 The Supplier shall have discretion as to the method, means and resources used to provide the Services, including the use of associates or subcontractors where appropriate.
2.3 All associates and subcontractors engaged by the Supplier shall remain subject to the Supplier’s internal policies, standards, and contractual obligations.
2.4 Any changes to the scope must be agreed in writing by both parties.
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3. Fees and Payment
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3.1 The fees for the Services shall be as set out in the Proposal or Letter of Engagement.
3.2 The Client shall pay invoices within 14 days of the invoice date. All payments shall be made in full without set-off or deduction.
3.3 VAT and reasonable travel, accommodation and subsistence expenses will be added where applicable.
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4. Cancellation and Termination
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4.1 Either party may terminate the Agreement by giving notice in writing.
4.2 If the Client cancels the Agreement, they shall pay for all Services provided up to the effective date of cancellation, charged at the Supplier’s prevailing daily rate.
4.3 Either party may terminate the Agreement immediately if the other party commits a material breach of any term of the Agreement and fails to remedy it within 14 days of written notice.
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5. Confidentiality
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5.1 Each party undertakes to keep confidential all confidential information disclosed during the course of the Agreement and not to use it except as permitted for the performance of the Agreement.
5.2 This clause shall survive the termination of the Agreement.
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6. Intellectual Property Rights
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6.1 All intellectual property rights in any materials, models, methodologies, tools and frameworks used or developed during the provision of Services shall remain the Supplier’s property.
6.2 The Client is granted a non-exclusive, non-transferable, revocable licence to use such materials internally for the purpose they were supplied.
6.3 The Client shall not reproduce, distribute, or use any such material for commercial purposes without the Supplier's prior written consent.
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7. Data Protection
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7.1 Each party shall comply with its obligations under applicable data protection laws.
7.2 The Supplier shall process personal data in accordance with its Privacy Notice.
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8. Liability
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8.1 The Supplier’s total liability for any loss or damage shall not exceed the total fees paid by the Client in the 12 months preceding the claim.
8.2 The Supplier shall not be liable for any indirect or consequential loss, including but not limited to loss of profits, business, or anticipated savings.
8.3 Nothing in the Agreement shall limit or exclude either party’s liability for death or personal injury caused by negligence or for fraud.
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9. Force Majeure
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9.1 Neither party shall be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control.
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10. Governing Law and Jurisdiction
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10.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
10.2 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales, regardless of the client’s country of incorporation.
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11. Entire Agreement
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11.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
11.2 Any variation to these Terms must be agreed in writing and signed by both parties.
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12. Publicity
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12.1 Unless otherwise agreed in writing, the Supplier may refer to the Client’s name and use the Client’s logo in marketing materials, case studies, and on its website to indicate that the Client is a customer of the Supplier.
12.2 The Client may withdraw this permission at any time by notifying the Supplier in writing.
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13. Non-Solicitation
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13.1 The Client agrees not to directly or indirectly solicit, hire, or engage any associate, contractor,
or employee of the Supplier who has provided Services under this Agreement, during the term of this Agreement and for a period of 12 months thereafter.
13.2 If the Client breaches this clause, the Client agrees to pay the Supplier a recruitment and disengagement fee equivalent to 25% of the individual's annualised fee or salary.
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14. Client Responsibilities
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14.1 The Client shall provide timely access to relevant information, personnel, and resources required by the Supplier to effectively perform the Services.
14.2 The Supplier shall not be liable for delays or failures arising from the Client’s failure to meet these responsibilities.
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15. Survival
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15.1 Clauses relating to Confidentiality (Clause 5), Intellectual Property Rights (Clause 6), Data Protection (Clause 7), Liability (Clause 8), Publicity (Clause 12), Non-Solicitation (Clause 13), and Governing Law and Jurisdiction (Clause 10) shall survive termination of this Agreement.