Terms and Conditions of Supply of Consultancy Services

2.1 These Conditions apply in preference to and supersede any terms and conditions referred to or relied on by the Client whether in negotiation or at any stage in the dealings between Equas and the Client with reference to the Services. Equas shall not be bound by any standard or printed terms furnished by the Client unless agreed and acknowledged in writing by Equas. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.

2.2 The Client is deemed to have accepted these Conditions by accepting the terms contained in the Project Proposal/Order Form.

2.3 If the Project Proposal/Order Form contains any terms or conditions that are inconsistent with these Conditions, the Project Proposal/Order Form shall prevail in relation to such inconsistency.

2.4 No variation of or addition to these Conditions shall be binding unless agreed by both parties in writing, save as provided in Condition 18.2.

3.1 Notwithstanding that Equas may have given a detailed quotation, no order shall be binding on Equas unless and until it has been accepted in writing by a Director or other duly authorised representative of Equas.

3.2 Equas shall not commence the provision of any Services until a Project Proposal/Order Form setting out the agreed scope of work has been accepted in writing by the Client. Any Services carried out prior to receipt by Equas of a Project Proposal/Order Form that has been accepted in writing by the Client shall be at the Client's risk and shall be subject to these Conditions.

4.1 The Services shall be provided as soon as is reasonably possible after the date of receipt of the Project Proposal/Order Form countersigned by the Client.

4.2 Subject to earlier termination in accordance with Condition 14, Equas's obligation to provide the Services shall be considered discharged when the Services have been delivered, or after 12 months from the Contract Date, whichever is the sooner, unless otherwise agreed in writing with the Client. Conditions 7.3.2 to 7.3.4 shall continue to apply in respect of the Stage 2 audit for the Client's initial certification where that audit takes place after Equas's obligation to provide the Services has been discharged under this Condition 4.2, provided that the audit takes place within three months of the date of that discharge.

5.1 In consideration of the Services, the Client shall pay the Fees as set out in the Project Proposal/Order Form.

5.2 Where the Project Proposal/Order Form specifies a day rate, Equas reserves the right to vary that day rate on one month's written notice to the Client. For the avoidance of doubt, this Condition applies whether the engagement is priced wholly on a day rate basis or where a day rate is quoted for work in addition to an agreed fixed-fee scope. Any variation under this Condition shall not affect the fixed-fee element of a fixed-fee engagement.

5.3 Unless otherwise agreed in writing, Fees shall be invoiced on a monthly basis or at the end of the project, whichever is sooner. All prices exclude VAT, which Equas shall add to its invoices at the applicable rate.

5.4 Unless otherwise agreed in writing, Consultant time shall be invoiced as follows:

(a) each half-day is Consultant time of between 1 (one) and 3.75 hours; and

(b) each full day is Consultant time of greater than 3.75 and up to 7.5 hours.

5.5 Expenses for accommodation, travel and other costs reasonably incurred by Equas in connection with the Services shall be charged to the Client as set out in the Project Proposal/Order Form.

5.6 Unless otherwise agreed in writing between the parties or stated on the relevant invoice, payment shall be made in full without any deduction or set-off within 7 days of the date of invoice. Time for payment is of the essence of the Contract.

5.7 If the Client fails to pay any sum by the date on which it falls due under Condition 5.6, Equas may:

(a) charge interest on the overdue sum at the annual rate of 5% above the base lending rate of the Bank of England from time to time, accruing daily and compounding quarterly, whether before or after judgment, in addition to any rights under the Late Payment of Commercial Debts (Interest) Act 1998; and

(b) suspend work under all Contracts with the Client until payment is made in full, and recover from the Client any reasonable costs incurred as a result of suspending and restarting work.

5.8 All sums payable under the Contract become due immediately on its termination. Equas may set off any liability of the Client against any liability of Equas to the Client.

6.1 Call-off days are days of Services that may be used at any time during the Contract. Any unused call-off days shall become invalid and non-refundable if they remain unused 12 months or more after the Contract Date.

7.1 Equas shall use reasonable endeavours to provide the Services and to deliver any Deliverables to the Client in accordance with the Project Proposal/Order Form in all material respects.

7.2 Equas shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises and that have been communicated under Condition 8.1(d).

7.3.1 Certification decisions are made solely by the Certification Body and are outside Equas's control. Equas does not guarantee that certification will be granted.

7.3.2 Subject to Condition 8 and Conditions 7.3.3 and 7.3.4, if the Certification Body raises a nonconformity at the Stage 2 audit for the Client's initial certification which, on the wording of the Certification Body's audit report, arises solely from management system documentation prepared by Equas, Equas shall: (a) provide, at no additional charge, the support reasonably required to correct that documentation; and (b) reimburse the Client for the Certification Body's reasonable charges for any follow-up audit (whether on-site or remote) or off-site review that the Certification Body requires to verify that correction, up to a maximum of two such follow-up activities per standard.

7.3.3 Condition 7.3.2 applies only where: (a) the Client is not in material breach of the Contract, including its payment obligations; (b) before the Stage 2 audit, the Client completed the actions Equas specified in writing and did not alter documentation prepared by Equas without Equas's written agreement; (c) the Client notifies Equas in writing within 14 Working Days of receiving the Stage 2 audit report, enclosing a copy of the report and, for any reimbursement, the Certification Body's invoice; and (d) the Client implements the corrected documentation within the timescale set by the Certification Body.

7.3.4 Condition 7.3.2 does not apply to: (a) nonconformities arising wholly or partly from the Client's implementation of the management system, its records or its operational practices; (b) documentation prepared or altered by the Client or any third party; (c) surveillance, recertification, transition or scope extension audits; or (d) changes to the Client's scope, sites or activities after the Stage 2 audit.

7.4 Whilst Equas shall use all reasonable endeavours to ensure that the same Consultant continues throughout an assignment, it reserves the right to substitute the Consultant where necessary. Any change of Consultant shall be agreed in writing with the Client and shall be subject to these Conditions. The new Consultant shall undertake any necessary familiarisation without charge to the Client.

7.5 Where the Services are provided on a day rate basis, the Consultant shall record all time spent on an assignment including travel time, accounted for in units of half a day.

7.6 Equas shall disclose in writing to the Client any material financial interest, referral arrangement, commission or other benefit that Equas or any Consultant has, or expects to receive, from any third party whose products or services are recommended to the Client in the course of providing the Services. Such disclosure shall be made prior to or at the time of making any such recommendation.

7.7 Unless specifically authorised to do so, the Consultant shall not attend any meeting with a third party to discuss the Services except in the presence of the Client.

7.8 Equas does not warrant or guarantee: (a) the maintenance of certification following completion of the Services; (b) the outcome of any regulatory application or approval process; (c) successful tender outcomes; or (d) any improvement in the Client's commercial performance. Such outcomes are dependent on factors outside Equas's control, including the Client's own performance and the decisions of third parties. The Services are advisory and consultative in nature only.

7.9 Deliverables shall be deemed accepted by the Client: (a) immediately, upon the Client putting the Deliverable into use; or (b) on the expiry of 10 Working Days following delivery, unless within that period the Client has notified Equas in writing of any specific defects. Equas shall use reasonable endeavours to remedy any notified defects within a reasonable time.

7.10 Equas may use AI Tools in the performance of the Services. Any Deliverable produced with the assistance of AI Tools shall be reviewed by a suitably competent Consultant before it is issued to the Client, and Equas's obligations under Condition 13.2 apply to such a Deliverable in the same way as to any other Deliverable. Equas shall on request inform the Client of the AI Tools used in connection with the Services.

8.1 The Client shall:

(a) co-operate with Equas in all matters relating to the Services and promptly appoint the Key Person, notifying Equas of that person's name and contact details;

(b) provide Equas, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client's premises, office accommodation, data and other facilities as reasonably required;

(c) provide to Equas, in a timely manner, such Input Material and other information as Equas may reasonably require and ensure that it is accurate in all material respects;

(d) inform Equas of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; and

(e) provide Equas with at least six Working Days' written notice if the Client intends to cancel or re-arrange a meeting. Failure to do so will result in the Client being charged as if the meeting had taken place at its originally scheduled time, together with any costs, charges or losses sustained or incurred by Equas, its agents, subcontractors, consultants or employees. The charge for cancellation of scheduled individual days of Services shall be governed solely by Condition 14.1; and

(f) inform Equas in writing, before providing any Input Material, of any restriction imposed on the Client by contract, by regulation or by any third party which limits the manner in which that Input Material may be stored, processed or disclosed. Equas shall comply with any restriction so notified in its use of AI Tools and Platform Providers. If Equas cannot reasonably perform the Services in compliance with that restriction, the parties shall agree a revised scope and Fees in accordance with Condition 18.4, failing which either Party may terminate the Contract on written notice and the Client shall be liable for Equas's Fees and expenses up to and including the date of termination.

8.2 If Equas's performance of its obligations is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Equas shall not be liable for any costs, charges or losses arising directly or indirectly from such prevention or delay.

8.3 The Client shall be liable to pay to Equas, on demand, all reasonable direct losses, costs and expenses arising directly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.

8.4 The Client warrants to Equas that:

(a) all information, data and materials provided to Equas in connection with the Services are accurate, complete and not misleading in any material respect;

(b) it has full authority to provide such information, data and materials to Equas for the purposes of the Services;

(c) in providing any information, data or materials to Equas, it has obtained all necessary consents and permissions, including from any relevant third parties whose information may be included; and

(d) the use by Equas of such information, data and materials in the performance of the Services will not infringe the intellectual property rights or other rights of any third party; and

(e) it is entitled to permit, and hereby permits, Equas to disclose the information, data and materials it provides to Platform Providers for the purposes of the Services, and that doing so will not place the Client or Equas in breach of any obligation owed by the Client to any third party, save for any restriction notified to Equas under Condition 8.1(f).

9.1 Each Party shall protect the Confidential Information of the other Party against unauthorised disclosure by using at least the same degree of care as it takes to preserve its own Confidential Information of a similar nature, being at least a reasonable degree of care.

9.2 Either Party may disclose Confidential Information:

(a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out that Party's obligations under the Contract; and

(b) as required by law, court order or any governmental or regulatory authority.

9.3 The following information shall not be treated as Confidential Information: information already in the receiving party's possession; information which comes into the public domain other than by breach of this Condition; and information disclosed by a third party free to make such disclosure.

9.4 Neither Party shall use Confidential Information for any purpose other than to perform its obligations under the Contract.

9.5 Each Party shall ensure that its employees, officers, representatives, advisers, agents and subcontractors to whom Confidential Information is disclosed comply with this Condition 9.

9.6 The Client authorises Equas to disclose Confidential Information and Input Material to Platform Providers to the extent necessary for the performance of the Services, provided that Equas has in place with each such Platform Provider binding obligations of confidentiality and security appropriate to the nature of the Confidential Information and Input Material disclosed. Condition 9.5 does not apply to Platform Providers.

9.7 Equas shall use only Platform Providers whose terms prohibit them from using the Client's Confidential Information or Input Material to train, develop, fine-tune or improve any artificial intelligence or machine learning model, and shall use reasonable endeavours to enforce those terms. Equas shall not use the Client's Confidential Information or Input Material to train, develop, fine-tune or improve any AI Tool, or to create or add to any knowledge base or similar resource, save for the purpose of providing the Services to the Client or in a form that does not identify the Client or disclose its Confidential Information.

9.8 Equas shall not include any Confidential Information or Input Material in any feedback, support request or other communication to a Platform Provider, save to the extent strictly necessary to resolve a technical issue affecting the Services.

10.1 The Client acknowledges and agrees that details of the Client's name, address and payment record may be submitted to a credit reference agency.

10.2 For the purposes of this Condition 10, the Client is the Data Controller and Equas is the Data Processor in respect of any Personal Data processed by Equas in connection with the Services. Personal Data relating to the Client's employees, clients and/or suppliers may be processed by Equas for the purposes of, and for the duration of, the delivery of the Services. The Client shall ensure that the data protection principles specified in the UK GDPR and the Data Protection Act 2018 (as amended or re-enacted from time to time) are complied with. Where the Services involve the processing of Personal Data, the parties shall complete and sign a Data Processing Schedule at the time of engagement, setting out the subject matter, duration, nature and purpose of the processing, the types of Personal Data and the categories of data subject.

10.3 The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow Equas to perform the Services. The Client remains legally responsible for the lawful basis on which it instructs Equas to process Personal Data.

10.4 Equas shall at all times process Personal Data only on documented instructions from the Client and in accordance with applicable data protection legislation, unless required to do so by law. Equas shall inform the Client without undue delay if, in its opinion, an instruction from the Client infringes applicable data protection legislation.

10.5 Equas shall have in place appropriate technical and organisational security measures to protect any Personal Data from unauthorised or unlawful processing, accidental loss, destruction or damage.

10.6 To the extent necessary in connection with the delivery of the Services, Equas shall provide reasonable assistance to the Client in relation to the Client's obligations concerning the security of Personal Data, notification of Personal Data breaches and data protection impact assessments. For the avoidance of doubt, nothing in this Condition obliges Equas to provide data protection advisory or consultancy services beyond the scope of the agreed Services, and any such additional services shall be subject to a separate agreement and Fees.

10.7 Equas shall have in place appropriate measures, insofar as reasonably possible, for the fulfilment of the Client's obligation to respond to requests for exercising data subjects' rights.

10.8 Equas shall ensure that anyone authorised to process Personal Data is subject to an obligation of confidentiality.

10.9 Subject to Conditions 10.10 and 10.16, Equas shall not share any Personal Data processed in relation to the delivery of the Services with any third party without the prior written permission of the Client, nor process such Personal Data in any way or for any purpose not instructed and authorised by the Client.

10.10 The Client authorises Equas to engage third party processors to process the Client's Personal Data in order to deliver the Services. Equas shall inform the Client of any intended changes to those third party processors, giving the Client the opportunity to object to such changes prior to the engagement of any new sub-processor. Any third party processors engaged shall have equivalent data protection obligations imposed on them by way of a binding contract. Where the Client objects to the engagement of a new third party processor on reasonable grounds relating to data protection, the parties shall discuss the objection in good faith. If the objection is not resolved within 20 Working Days, either Party may terminate the Contract on written notice, and the Client shall be liable for Equas's Fees and expenses up to and including the date of termination. Equas shall maintain a current list of the Platform Providers that process the Client's Personal Data, make it available to the Client on request, and notify the Client in writing before any addition to it takes effect.

10.11 Equas shall not transfer Personal Data processed on behalf of the Client to any territory outside the United Kingdom without appropriate safeguards in place.

10.12 Equas shall make available to the Client all information necessary to demonstrate compliance with this Condition 10 and shall allow for and contribute to audits and inspections conducted by the Client (or an auditor mandated by the Client) at the Client's expense.

10.13 Equas shall, at the choice of the Client, delete or return any Personal Data processed on behalf of the Client after the end of the provision of Services, and delete any existing copies.

10.14 Equas shall notify the Client without undue delay after becoming aware of a Personal Data breach.

10.15 Equas warrants that it shall only use Personal Data for the purpose of carrying out its obligations under the Contract and that it shall have all reasonable and appropriate security measures in place to protect the Personal Data.

10.16 The Client acknowledges and authorises that Personal Data processed in connection with the Services may be processed using AI Tools, including AI Tools hosted by Platform Providers established outside the United Kingdom. Equas shall ensure that any such processing is subject to the obligations set out in Conditions 10.9 to 10.13, and that appropriate safeguards are in place in accordance with Condition 10.11. For the purposes of Condition 10.12 in relation to a Platform Provider, Equas may satisfy its obligations by providing, on request, that Platform Provider's current independent assurance reports or certifications (such as ISO/IEC 27001 or SOC 2).

10.17 Equas shall not use AI Tools to carry out automated decision-making which produces legal effects concerning, or similarly significantly affects, any data subject. Any output generated by AI Tools that is included in a Deliverable shall be reviewed by a suitably competent Consultant before it is issued to the Client, as provided in Condition 7.10.

10.18 The Client shall ensure that its own privacy notices and records of processing reflect the use of AI Tools and Platform Providers as contemplated by Condition 10.16. Equas shall on request provide the Client with such information about the AI Tools and Platform Providers used as the Client reasonably requires for that purpose.

11.1 Ownership of all Intellectual Property Rights in the Deliverables and all materials used for the provision of the Services vests in Equas unless otherwise stated. Upon full payment of all Fees due, the Client shall be granted a non-exclusive, non-transferable licence of such Intellectual Property Rights for the Client's internal business purposes.

11.2 Equas shall retain the property and copyright in all documents supplied to the Client in connection with the Contract (including without limitation template forms, process descriptions, procedures, spreadsheets and guidance notes). The contents of such documents shall not be communicated, directly or indirectly, to any other person, firm or company without the prior written consent of Equas.

11.3 The cap on liability in Condition 13.6(b) shall not apply to any infringement by the Client of Equas's Intellectual Property Rights.

11.4 The Client retains ownership of its Intellectual Property Rights in the Input Material and grants Equas a non-exclusive, royalty-free licence to use the Input Material (including by means of AI Tools and Platform Providers, in accordance with Conditions 9 and 10) for the purpose of providing the Services. Nothing in Condition 11.1 or 11.2 transfers ownership of the Input Material to Equas.

12.1 Subject to the Client's approval, Equas may make reference to the Client's Contract within any proposal to prospective clients, provided only fundamental facts are divulged and the information is neither proprietary nor confidential.

12.2 Equas may use feedback provided by the Client in future marketing materials. Such materials may contain references to the Client. Equas may not reference specific Client employee names without prior written consent from the Client.

12.3 Subject to the Client's prior written consent, Equas may use the Client's name and company logo in its marketing materials.

13.1 This Condition 13 sets out the entire financial liability of Equas (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of: any breach of the Contract; any use made by the Client of the Services, Deliverables or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

13.2 Equas warrants that the Services shall be provided using reasonable skill and care. Where goods and services are supplied by a third party, Equas does not give any warranty, guarantee or representation as to their quality, fitness for purpose or otherwise. The Client shall approve in writing the use of any such third party before that third party is engaged by Equas. For the avoidance of doubt, the second and third sentences of this Condition 13.2 apply only to third parties engaged by Equas to supply goods or services to the Client, and do not apply to Platform Providers or to other suppliers of software, hosting, storage, communications or AI Tools used by Equas in the conduct of its own business.

13.3 Equas shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible or otherwise defective.

13.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

13.5 Nothing in these Conditions limits or excludes the liability of either Party for:

(a) death or personal injury resulting from negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any liability that cannot be excluded or limited by applicable law.

13.6 Subject to Conditions 11.3, 13.4 and 13.5:

(a) neither Party shall be liable for any indirect, special or consequential loss or damage, whether for loss of profit, loss of business, depletion of goodwill, loss or corruption of data, or liquidated damages payable by the Client to any third party, even if such Party had been advised of the possibility of such loss; and

(b) each Party's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall not exceed the greater of: (i) £100,000; or (ii) the total Fees paid under the Contract.

13.7 The Client is responsible for verifying that all information it provides to Equas is correct. Equas shall not be liable for Services provided which are incorrect as a result of inaccurate information supplied by the Client.

13.8 All Deliverables are prepared solely for the benefit of the Client. No third party may rely on any Deliverable or report prepared by Equas without Equas's prior written consent. Equas accepts no liability to any third party in connection with any Deliverable.

13.9 Subject to Conditions 7.3.2, 9, 10 and 13.5, Equas shall not be liable for any loss or damage arising from any act, omission, failure, interruption, inaccuracy or unavailability of any AI Tool or Platform Provider, save to the extent caused by Equas's failure to exercise reasonable skill and care in the selection and use of that AI Tool or in the review of its output under Condition 7.10.

14.1 Cancellation of Individual Days

14.1.1 The following cancellation charges shall apply for cancellation by the Client of any individual day or part day of Services:

(a) 100% of the applicable day rate where 2 Working Days' notice or less is given;

(b) 50% of the applicable day rate where 3-5 Working Days' notice is given; and

(c) no charge where 6 or more Working Days' notice is given.

14.2 Cancellation of the Entire Contract

14.2.1 The Client may cancel the entire Contract by giving not less than three months' written notice to Equas. On the expiry of such notice, the Client shall be liable for Equas's Fees and expenses up to the date of cancellation, plus 10% of the remaining Contract value, together with any reasonable costs and expenses already incurred by Equas under the Contract.

14.2.2 Any cancellation of the entire Contract by the Client with less than three months' notice shall be at Equas's discretion and must be agreed by Equas in writing. Where such permission is granted, a minimum charge of 30% of the total project value shall apply.

14.3 Termination for Cause

14.3.1 Without prejudice to any other rights or remedies, either Party may terminate the Contract immediately on written notice if the other Party:

(a) fails to pay any amount due under the Contract within seven days of the date on which payment falls due;

(b) commits a material breach of any term of the Contract, other than a failure to pay any amount due, and (if such breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so;

(c) suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;

(d) enters into any arrangement or composition with its creditors, commits any act of bankruptcy, or (being a company) has a Resolution or Petition to wind up presented or passed against it;

(e) has a receiver, administrative receiver or administrator appointed over the whole or any part of its property or assets; or

(f) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

14.3.2 Equas reserves the right to terminate the Contract if, in its reasonable opinion, information required for satisfactory completion of the Contract and requested by Equas in writing is not provided, or if provided is inaccurate or inadequate, and the Client has not remedied such failure within a reasonable period after written notice requiring remedy. The Client shall be liable for Equas's Fees and expenses up to and including the date of termination.

14.3.3 Without prejudice to Condition 14.3.2, Equas shall have the right to terminate the Contract on written notice if, at any time after 12 months from the commencement of the Services, the Client has not, in Equas's reasonable opinion, made reasonable efforts to comply with Conditions 8.1(a), 8.1(b) and 8.1(c), unless the parties have otherwise agreed in writing.

14.4 Consequences of Termination

14.4.1 On termination of the Contract for any reason:

(a) the Client shall immediately pay to Equas all outstanding unpaid invoices and interest, and, in respect of Services supplied for which no invoice has yet been submitted, Equas may submit an invoice which shall be payable immediately on receipt; and

(b) the accrued rights and liabilities of the parties as at termination, and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

14.4.2 The following Conditions shall survive and continue in full force and effect on termination: Conditions 9, 10, 11, 13, 14.4, 17, 20, 21, 22 and 26.

15.1 Both Parties shall ensure that all employees and contractors comply at all times with the Health and Safety at Work Act 1974 and any other Act, regulations or orders pertaining to the health and safety of employees and others who may be affected by their acts or omissions.

16.1 Equas shall not be liable for any delay or failure in performance of its obligations under the Contract due to circumstances beyond its reasonable control, including (without limitation) acts of God, war, riot, civil commotion, fire, flood, storm, epidemics, quarantine restrictions, strikes, lock-outs or other industrial disputes, freight embargoes, acts of government, failure of utility services or transport networks, malicious damage, compliance with any law or governmental order, or default of suppliers or subcontractors, provided that such delay or failure is not due to the fault or negligence of Equas.

16.2 Equas shall take reasonable steps to mitigate the length of any delay. Equas may terminate the Contract by providing 30 days' written notice if it is unable to perform a material portion of the Contract for a continuous period of 30 days due to a force majeure event. In such event, Equas shall be entitled to payment for Services performed prior to the effective date of termination.

17.1 The Client shall not, during the course of the Contract or for a period of 12 months from the date of termination, solicit or offer any inducement to work for the Client to any Consultant or employee of Equas with whom the Client had contact during the performance of the Services.

18.1 Equas may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope or the charges for the Services.

18.2 Equas may amend these Conditions at any time by giving not less than 30 days' written notice to the Client. Where an amendment is material, the Client may terminate the Contract without penalty by giving written notice to Equas within 14 days of receiving notice of the amendment. For the avoidance of doubt, any Fees due for Services already performed shall remain payable notwithstanding such termination.

18.3 Subject to Conditions 18.1 and 18.2, no variation of the Project Proposal/Order Form shall be valid unless agreed in writing by both Parties.

18.4 Where the Client requests work outside the agreed scope of the Project Proposal/Order Form, Equas may issue a written change proposal setting out the revised Fees, revised timescales and any resource implications. No obligation to proceed with the additional work shall arise until both Parties have agreed the change proposal in writing.

19.1 A waiver of any right under the Contract is only effective if it is in writing and applies only to the circumstances for which it is given. No failure or delay by a Party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.

20.1 The Client shall not, without the prior written consent of Equas, assign, transfer, charge, mortgage, subcontract or otherwise deal with any of its rights or obligations under the Contract.

20.2 Equas may assign, transfer or otherwise deal with all or any of its rights under the Contract to: (a) any affiliate of Equas; or (b) any purchaser of the whole or substantially the whole of Equas's business. Equas shall notify the Client in writing of any such assignment. For the purposes of this Condition 20.2, 'affiliate' means any entity that directly or indirectly controls, is controlled by, or is under common control with, Equas.

21.1 Any notice required to be given under the Contract shall be in writing and delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, or e-mail to the other Party.

21.2 Notices shall be deemed received: if delivered personally, on leaving at the address; if by first-class post or recorded delivery, at 9:00 am on the second Working Day after posting; if by commercial courier, on the date and time of the courier's delivery receipt; if by e-mail, at the time of transmission, unless a delivery failure notification is received by the sender.

21.3 Notices to Equas shall be sent to the address and/or email address as notified by Equas to the Client in writing from time to time, or in the absence of such notification, to the registered office address of Equas as shown on the Companies House register.

21.4 This Condition 21 shall not apply to the service of documents in any court proceedings or other legal action.

22.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

22.2 Each Party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract. Nothing in this Condition 22 shall limit or exclude any liability for fraud.

23.1 Save for any assignee of Equas's rights permitted under Condition 20.2, a person who is not a Party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

24.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either Party the agent of the other for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.

25.1 If any provision of the Contract (or part of any provision) is found by any court or authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions shall not be affected.

25.2 If a provision (or part of a provision) is found illegal, invalid or unenforceable, it shall apply with the minimum modification necessary to make it legal, valid and enforceable.

26.1 The Contract, 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 law of England and Wales.

26.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).

27.1 If any dispute arises in connection with the Contract, the parties shall use all reasonable endeavours to resolve it through good faith negotiation between their respective senior representatives within 20 Working Days of either Party notifying the other in writing of the dispute.

27.2 If the dispute is not resolved under Condition 27.1, either Party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The costs of the mediator shall be borne equally by the parties unless otherwise agreed.

27.3 Nothing in this Condition 27 shall prevent either Party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.

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