Devant Project Terms
(these are legally binding, so make sure you agree before accepting).
(provided for your convenience only).
In these terms, references to ‘we’, ‘us’ or ‘our’ refer to Devant Limited registered in England (04904708) whose registered office is at 1st Floor, Napoleon House, Riseley Business Park, Riseley, Berks. RG7 1NW. ‘You’ and ‘your’ refer to you, the company with the legal entity details you have entered through the Devant website. Note that the Devant Inner Circle is a business service only, and is not available to consumers.
By asking us to do project work for you, you’re entering a contract with us under these terms.
- Our Agreement
1.1. These terms and conditions govern your access to and use of our professional services, and, together with the data protection documents referenced below, constitute the entire agreement between you and us.
This document, with those referenced in it, contains or references all the terms of our agreement.
2. Commercial Support
2.1. When you need commercial support, we will schedule a call for a detailed briefing of your requirement with an appropriate member of our Consultants Team, which will be at our usual hourly rates.
2.2. We aim to use the most appropriate members of the consulting team for your work, according to skills, experience and cost-effectiveness, in order to minimise the cost and maximise the value to you.
2.3 We normally work on a time-spent basis, billed at our usual hourly rates. Because much of what we do is providing a bespoke and highly individual service to you, it can be difficult to give accurate estimates of how long something will take to complete, however we will try and give you a reasonable indication. If requested we can agree to set a time cap and advise you when this is reached. If your requirement is suitable for us to give you a fixed price, this can be discussed with your consultant.
For drafting, contract review, negotiation support and bigger projects, we can help you on an hourly rate basis, using the most appropriate team member(s) for your task.
3.1. In order to assist you as effectively and efficiently as possible, we need your active co-operation and support. You therefore agree to respond to our requests in a timely manner, and to provide information that is, to the best of your knowledge, accurate and complete.
You need to share all relevant info about your situation, so we can help you properly.
4. Fees and Payment
4.1. Our current hourly rates are available on our website at www.devant.co.uk/rates. We may change these from time to time, but will give you at least 30 days’ notice of any such increase.
4.2. Our fees are invoiced monthly in arrears, with payment due within 14 days.
4.3. We may invoice at cost for reasonable expenses, and for our travel time incurred for agreed out of office attendance in the course of performing your work.
4.4 Please raise any dispute in respect of an invoice within 7 days of receipt, otherwise if you do not make payment when due we reserve the right to charge interest and debt collection fees on the overdue amounts, and to suspend any other work until payment or terminate our agreement.
Fees are on our website and we’ll tell you in advance if they increase.
You’ll pay us in 14 days.
We charge for travel time
Tell us promptly if there’s an issue with an invoice as late payments may incur interest.
5. Warranties and Remedies
5.1. All work will be performed with reasonable skill and care by consultants with the appropriate knowledge, experience and training. You acknowledge that we are not practicing solicitors or barristers and do not hold ourselves out as such.
5.2. We will use our reasonable endeavours to meet any timescales agreed with you but, unless specifically agreed otherwise, these are indicative only.
5.3. All other conditions, warranties, representations, express or implied, such as of satisfactory quality, fitness for a particular or any purpose, or ability to achieve any particular result are excluded to the extent permitted by applicable law.
5.4. If you are dissatisfied with the work we perform, or for any other reason, you agree to notify us in writing as soon as possible and provide reasonable details. We will try to resolve your concern and you agree to allow us a reasonable opportunity to remedy any default on our part. Should we be unable to remedy any breach by us, we will refund our fees in respect of the defective work.
Our commercial contracting consultants will perform your work with reasonable skill and care.
Timescales are estimates
We exclude statutory warranties.
If you’re not happy, tell us and we’ll try to put things right. If we can’t, we’ll refund you
6. Limitations of Liability
6.1. We do not exclude our liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of our employees, or (iii) any other liability that cannot be excluded by law.
6.2. We shall be liable to you for loss or damage solely and directly due to our default, where you have given us the opportunity to remedy the default but we have failed to do so, to the extent your loss or damage was reasonably foreseeable and you have not contributed to it.
6.3. Other than in the circumstances listed in clause 6.1, our total aggregate liability to you howsoever arising, whether in contract, tort including negligence, or statute, will be limited to:
a)in respect of property damage, £250,000 per event or series of events;
b) for loss or damage arising from work in respect of the sale or purchase of a business or company, the higher of £50,000 or 200% of our fees paid and payable;
c) in respect of any other kind of work, or any other liability, the higher of £10,000 or 200% of our fees paid and payable.
6.4. In no event will we be liable for any loss of work, loss of profit, loss of any contract or for any indirect or consequential loss or damage.
We can’t exclude liability for death, personal injury or fraud.
Otherwise, if we cause you loss by not doing what we should, we’re liable up to these limits:
• £250k for property damage.
• The higher of £50k or 200% of fees, if buying or selling a business.
• The higher of £10k or 200% of fees for everything else.
• no liability for indirect losses, lost profit, lost contracts or lost work.
7.1. You agree to be bound by these terms and conditions upon signature by you. Either party may terminate this agreement at the end of the current contract month by giving written notice. Where we have agreed a fixed price and you terminate without cause, we are entitled to payment of the outstanding balance.
7.2. The expiry or termination for whatever reason is without prejudice to any rights or remedies accrued before prior to such termination.
Either of us can terminate at any time.
If you do & we’re not at fault, you’ll still need to pay for fixed-price work & outstanding bills.
8. Intellectual Property and Confidentiality
8.1. We retain ownership of all copyright or other intellectual property in all material generated or shared by us. We grant you a perpetual, non-exclusive licence to use the materials we prepare for you, for your own internal use only, including the right to reproduce and modify such material for the preparation of new agreements to be executed by you.
8.2. Each party undertakes that for a period of 5 years from the date of disclosure it will not, without the prior written consent of the other party, use, disclose, copy or modify the other party’s confidential information (meaning any information shared by a party concerning their business affairs or activities which has been identified as confidential or proprietary or may reasonably be supposed to be confidential in the circumstances) other than is necessary for the performance of its rights and obligations under these terms.
We own the IP in materials we create for you, but you can use the materials freely in your business, forever.
Each of us will keep the other’s secrets for 5 years.
9.1. Our relationship with you is as a non-exclusive independent contractor. Nothing contained in these terms shall be deemed or construed as creating a partnership, joint venture or a principal and agent relationship.
9.2. If you hire one of our employees with whom you have worked during the previous 6 months, you agree to pay us an introduction fee equal to 3 months of the employee’s gross salary.
9.3. All notices hereunder must be made in writing, which includes by email to [email protected] (for notices from you to us), and by email to the address you used when entering into this agreement (for notices from us to you).
9.4. We each agree to comply with all applicable laws, rules and regulations, including the Data Protection Act 2018, the Bribery Act 2010 and Anti-Money Laundering Act 2018.
9.5. We will comply with our current data processing and retention policy which can be viewed at www.devant.co.uk/DPP, and you and we will both comply with the terms of the Data Processing Agreement which can be viewed at www.devant.co.uk/DPA.
9.6. Clauses 4, 5, 6, 7.2, 8 and 9 shall remain in effect after expiry or termination of this agreement.
9.7. No third party shall have any benefit under, nor may they enforce any provision of, this agreement.
9.8. If a dispute arises out of this agreement or our work which you and we cannot resolve by discussion, we will, except for late payment claims, attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Neither party may commence court proceedings until either the mediation has terminated or the other party has failed to participate, provided that the right to issue proceedings is not prejudiced by such delay.
9.9. These terms and conditions may not be modified or changed except where agreed in writing. They shall be governed by English law, and, except as provided in clause 9.8, subject to the exclusive jurisdiction of the English courts. This shall not prevent either you or us from seeking injunctive relief in any competent court.
9.10. Any invalidity or unenforceability of any part of these terms and conditions will not affect the validity or enforceability of any other part. No failure or delay in the exercise of any right by either party shall constitute a waiver of any rights.
9.11. Our respective rights and obligations hereunder shall be limited to those expressly set forth herein, and any action under this agreement or in respect of any work performed by us must be brought by either party within 6 months of becoming aware of the claim.
You and we are independent contractors
If you hire our staff, you’ll pay an introduction fee.
Notices must be in writing (email is OK).
Both of us will comply with all applicable laws.
You can access our data processing and retention policy, and data processing agreement, at the links in clause 10.5.
Some obligations outlive this agreement
This agreement is just between you and us.
If we have a problem, we’ll try to fix it together. If that doesn’t work, we’ll try mediation before going to court.
English law applies, and the English courts have the exclusive right to hear any disputes.
If anything in here is unenforceable, it can be removed without affecting the rest of the agreement.
Any claims have to be brought within 6 months.