Cornerstone Management Consultancy Terms and Conditions
These Terms
These are our terms and conditions (the “terms” or the “contract”) on which we supply products to you, services to you, support to you and digital content through our subscription service and any other goods or services provided on or through our web site or direct via email or via a third party or parties or otherwise.
The minute you engage us and/or our services and products you agree to all of these terms and conditions in a legal contractual relationship.
Please read these terms carefully before you submit any enquiry or comment regarding them to us. These terms tell you who we are, how we will provide services or products or support to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
These are our Standard Terms and Conditions Definitions In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings:
“Agreement” – This Cornerstone Consultancy Service Agreement including each and every Statement of Works and/or Letter of Engagement and/or Proposal;
“Business Day” – A day other than a Saturday or Sunday when the main clearing banks in London are open for a full range of business banking transactions;
“The Company” - Cornerstone Management Consultancy
“The Client” - You and/or your partner
“Data Protection Legislation” – the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time;
“Deliverables” – the outputs from the provision of the Services including those described in Schedule 1 or in any Statement of Works;
“Intellectual Property Rights” – all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;
“Services” – the services to be provided by the Company as specified in Schedule 1 or in any Statement of Works;
“Statement of Works” – a statement agreed between the Company and the Client from time to time specifying works to be carried out by and deliverables to be provided by the Company and as provided by the company from time to time.
Interpretation
1.1 Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation.
1.3 Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this Agreement unless expressly stated to the contrary.
1.4 Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted.
1.5 Use of the word “including” is without prejudice to the generality.
2. Provision of the Services
The Company shall provide and perform the Services on and under the terms and conditions of this Agreement and will do so:
2.1 in compliance with all applicable laws, regulations, codes of practice and professional standards;
2.2 with reasonable skill and care;
2.3 in accordance with the terms of this Agreement, including the timescales specified in Schedule 1 or any Statement of Works;
2.4 in accordance with good professional practice.
3. Personnel
3.1 The Company shall use its reasonable endeavours to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Client.
3.2 The Company shall use its reasonable endeavours to ensure that its personnel comply with the Client’s site regulations when the Company’s personnel are on the Client’s premises.
3.3 The Client shall not at any time during the term of this Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on an basis any member of the Company’s personnel (whether employed or engaged on some other basis by the Company).
3.4 The Client acknowledges the cost to the Company of losing and replacing any such person and the Client agrees that if it breaches the provisions of clause 4.3, the Client shall pay to the Company by way of liquidated damages a sum equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package.
4. Obligations of the Client
4.1 The Client shall provide the Company with such information and access to such facilities and personnel as the Company shall reasonably require in order to provide the Services.
4.2 The Client shall make such decisions and provide such instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the Services.
4.3 The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Company.
5. Intellectual Property
5.1 Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.
5.2 All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Company; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
5.3 The Company warrants to the Client that the Deliverables will not in any way infringe the Intellectual Property Rights of any other person and the Company will indemnify the Client and keep the Client fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Client might incur or suffer as a result of any breach of this warranty.
5.4 If the indemnity in clause 6.3 is to be called upon the Client shall: 5.4.1 promptly notify the Company in writing of the claim;
5.4.2 make no admission or settlement without the Company’s prior written consent;
5.4.3 allow the Company to have control over the conduct of the claim including any litigation; and
5.4.4 give the Company such assistance and information that the Company reasonably requires.
5.5 The Company shall have no liability under the indemnity in clause 6.3 where the alleged infringement arises from the Client using the Deliverables in any manner or for any purpose other than those for which they were provided.
6. Confidentiality (General NDA)
6.1 The Company and the Client may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).
6.2 The receiving party shall:
6.2.1 keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
6.2.2 use the Confidential Information only for the purpose for which it was provided and for no other purpose.
7. Data Protection
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
7.3 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of this agreement.
7.4 The Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement:
7.4.1 process that personal data only for the purposes of this agreement or on the Client’s written instructions;
7.4.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, 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 (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;
7.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
7.4.4 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
7.4.4.1 the Company has provided appropriate safeguards in relation to the transfer;
7.4.4.2 the data subject has enforceable rights and effective legal remedies;
7.4.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
7.4.4.4 the Company complies with the Client’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data;
7.4.5 assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.4.6 notify the Client without undue delay on becoming aware of a personal data breach;
7.4.7 at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data;
7.4.8 maintain records and information to demonstrate it’s compliance with these provisions.
​
8. Fees
8.1 The Company shall charge and the Client shall pay the amounts set out or calculated in accordance with our Letter of Engagement and/or Proposal/s, Schedule 1 and/or the relevant Statement of Works and or email and/or by text or separate agreement.
Business Consultancy Rate: £240 per hour
Discounted Rate: £120 per hour (for other menial work)
Research Rate: £90 per hour
8.2 Where the fees are to be calculated on a time and materials basis, the Company may increase those fees on giving not less than one month’s written notice to the Client.
8.3 Any sums stated in this Agreement (including in the Schedule and in any Statement of Works) are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Client in addition. Where agreed, such tax or taxes may be charged at the end of the contract term or period.
8.4 The Client shall in addition reimburse the Company for expenses including those that are specified in Schedule 1 or the relevant Statement of Works provided they are reasonable and properly incurred and with the full knowledge of the Client.
9. Payment
9.1 The Company shall invoice the Client on the basis set out in the Schedule or in the relevant Statement of Works or, if payment details are not set out as otherwise (such as an advanced payment structure), monthly in arrears.
9.2 The Client shall pay all valid and properly submitted invoices not later than 30 days after they are received or at such other times as may be specified in the Schedule or the relevant Statement of Works.
9.3 If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have: 9.3.1 suspend provision of the Services until payment in full including any interest is received; and/or
9.3.2 charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
9.4 The Client shall pay all invoices in full without any set-off or deduction.
9.5 Where the Goods or Services provided are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments
in accordance with these conditions or any claim by the Client in respect of any one or more instalment shall not entitle the Client to treat the Contract as a whole as repudiated.
10. Duration
This Agreement shall commence on the date stated at the beginning and shall continue in force, subject to early termination in accordance with the next following clause or until terminated by either party giving to the other not less than two months’ notice, such notice to expire at any time.
11. Termination
Either party may terminate this Agreement forthwith on notice to the other party if that other party:
11.1 is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 20 Business Days of service of notice specifying the breach and requiring it to be remedied;
11.2 has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or ceases, or threatens to cease, trading.
12. Consequences of Termination
12.1 Termination under clause 11 or clause 12 may be in respect of any individual Statement of Works or in respect of this Agreement including all Statements of Works.
12.2 On termination of this Agreement for any reason and at the end of the provision of the Services, the Company shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services.
12.3 Termination of this Agreement or any Statement of Works shall not affect any right or remedy which has accrued due at the time of termination.
13. Liability
13.1 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud.
13.2 Subject to clause 14.1, the Company shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.
13.3 Subject to clauses 14.1 and 14.2 the maximum aggregate liability of the Company to the Client under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Client under this Agreement in respect of the 12 months fees or £1,000,000, whichever is the lower, prior to the date on which such liability arises.
14. Force Majeure
14.1 Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party. 14.2 If a party is affected by any circumstance or event of the type described in clause 15.1, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.
15. Personal Agreement
15.1 This Agreement is personal to the Company and the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other.
15.2 The Company may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted.
15.3 The parties do not intend any person who is not a party to this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
16. Entire Agreement
This Agreement (together with any Statements of Works) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.
17. Status
17.1 The Company and the Client are each independent contractors and nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.
17.2 The Company shall have no authority to incur any liability or expense on behalf of the Client or to make any promise, representation or commitment that might be binding on the Client without the prior written consent of the Client.
18. Notices
18.1 Any notices that are required under this Agreement shall be in writing and shall be served on the relevant party at its registered office address.
18.2 Notices may be served by:
18.2.1 personal delivery, in which case they shall be deemed to be served when delivered; or
18.2.2 first class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting.
19. Resolution of Disputes
If any differences or disputes arise between the Company and the Client in connection with this Agreement, they shall use all reasonable endeavours to resolve them by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.
20. Changes, Variations and Waiver
20.1 If either party wishes to propose a change to the Services or any other provision of this Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.
20.2 This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorised representatives of both parties.
20.3 If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision.
21. Severability
21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
21.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
21.3 Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
22. Law and Jurisdiction
This Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.
* * * ABOUT US
We are Quaternion House Limited (trading as Cornerstone Management Consultancy) of 40a, Old School Lane, Blakesley, Towcester, UK, NN12 8RS and we are subject to English law.
We use your information as further explained in our Privacy Policy.
We will be the “controller” of the information you provide to us.
​
What information do we need?
We only collect basic personal data about you – specifically, name, address and email.
​
We don’t ask you to provide any sensitive information (such as health data), location-based information or use your information to build profiles about you.
​
Why do we need it?
We need to know your basic personal data to be able to provide products to you, namely digital content through our subscription service and any other goods or services or services provided on or through our sites in line with our Terms & Conditions via our website/s.
What do we do with it?
All the personal data we process is processed by our staff in the UK, to fulfil the service we provide to you and to enable us to help you with the service if required. If you register as a user of our website, we ask you to provide your contact details which we’ll store and use to contact you about our services and so you don’t have to re-enter this information every time you want to.
For the purposes of IT hosting and maintenance, this information is located on servers outside the European Economic Area ("EEA"), in particular the United States of America where it is transferred under the Privacy Shield Framework. No third parties have access to your information unless we specifically say so in this Privacy Policy, or the law requires this.
Other things we’d also like to do with your information
We’d like to use your name and email address to inform you of our similar products and promotional offers. You can expect to receive no more than 2 marketing emails per month from us. This information is not shared with third parties and you can unsubscribe at any time by clicking the “Unsubscribe” link in any of our emails.
How long will we keep it?
We keep your information in accordance with the following retention schedule, and then securely erase it once no longer needed:
Type of information
Purpose of processing Retention period Name, address, email address Marketing - Until you notify us that you no longer wish to receive marketing from us.
* * * YOUR RIGHTS
You have the following rights regarding your information:
​
Rights
1 The right to be informed. What does this mean? You have the right to be provided with clear, transparent and easily understandable information about how we use your information and your rights. This is why we’re providing you with the information in this Privacy Policy.
2 The right of access You have the right to obtain access to your information (if we’re processing it), and other certain other information (similar to that provided in this Privacy Policy). This is so you’re aware and can check that we’re using your information in accordance with data protection law.
​
3 The right to rectification You’re entitled to have your information corrected if it’s inaccurate or incomplete.
The right to erasure This is also known as ‘the right to be forgotten’ and, in simple terms, enables you to request the deletion or removal of your information where there’s no compelling reason for us to keep using it. This is not a general right to erasure; there are exceptions.
4 The right to restrict processing You have rights to ‘block’ or suppress further use of your information. When processing is restricted, we can still store your information, but may not use it further. We keep lists of people who have asked for further use of their information to be ‘blocked’ to make sure the restriction is respected in future.
5 The right to data portability You have rights to obtain and reuse your personal data for your own purposes across different services. E.g., if you decide to switch to a new provider, this enables you to move, copy or transfer your information easily between our IT systems and theirs safely and securely, without affecting its usability.
6 The right to object You have the right to object to certain types of processing, including processing for direct marketing (which we do only with your consent). Making a complaint If you are unhappy with how we’ve handled your information, contact us on the address below.
If you’re not satisfied with our response to your complaint or believe our processing of your information does not comply with data protection law, you can make a complaint to the Information Commissioner’s Office (ICO).
​
Contact:
​
Cornerstone Management Consultancy
A Division of the Quaternion House Limited Group of Companies
​
40a, Old School Lane
Blakesley
Towcester UK
NN12 8RS