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Grass Routes Ltd, a United Kingdom company whose registered office is at 2 Zion Place, Church Lane, East Harptree, Bristol, BS40 6BE ("we") are pleased to set out the Terms of Business which will apply to the work we do for you. These Terms of Business and the attached terms of engagement and or proposal document, as the case may be, once signed by both parties (the "Terms of Engagement") form the Contract between us. If at any time you have any questions in connection with the Contract or our work please let us know.

1. The Services We Will Provide

We will provide the Services described in the Terms of Engagement at the location(s) set out in the Terms of Engagement. Where the Terms of Engagement refer to services to assist you this means that we will use reasonable skill and care to assist you with your project but that you will be responsible for the overall management and control of the Services and for the results to be achieved from using the Services. Where the Terms of Engagement refer to services to perform this means that we will provide you with the Services and will be responsible for the management and control of the Services and the quality of any Deliverables listed or referred to in the Terms of Engagement.

1.1 Our Staff
Where individual partners or members of our staff are named in the Terms of Engagement we will use reasonable efforts to ensure that the named individual(s) are available to support our work for you for the estimated period stated in the Terms of Engagement.
You agree that, from time to time and subject to reasonable notice, such staff may need to attend training programmes to develop their professional skill and knowledge. Where we consider changes in our named staff are necessary or appropriate we will give you reasonable notice of the changes and will provide you with details of replacement staff.

1.2 Timetable
Where a Timetable is referred to or set out in the Terms of Engagement we will use reasonable efforts to carry out our obligations in accordance with the Timetable. However, unless both of us specifically agree otherwise in writing, dates contained in the Timetable are intended for planning and estimating purposes only and are not contractually binding.

1.3 Changes to Services
Either of us may request changes to the Services or changes to any other aspect of the Contract. Requests for changes must be sufficiently detailed to enable the other party to assess the impact of the requested change on the cost, Timetable or any other aspect of the Contract. Both of us agree to work together to consider, and if appropriate, agree any changes. Until a change is agreed in writing both of us will continue to act in accordance with the latest agreed version of the Contract.

1.4 Contract Management
Each of us will name a contact who will be responsible for managing all issues relating to the performance of the Contract. The initial contacts are named in the Terms of Engagement.

2. Deliverables

We will prepare the Deliverables listed or referred to in the Terms of Engagement, if any, and deliver these to you

2.1 Acceptance
The Deliverables will be accepted by you when the acceptance criteria specified in the Terms of Engagement, if any, have been met or when you make any productive or live use of the Deliverables whichever occurs first. Where no criteria are specified the Deliverables will be accepted on delivery to you.

2.2 Ownership of Deliverables

2.2.1 Subject to Clause 2.2.3 below, you will own the copyright in all those Deliverables identified in the Terms of Engagement as "Client Materials". You grant to us a non-exclusive, royalty-free, worldwide, perpetual right to use, copy, adapt, modify, sub-license and market the Client Materials.

2.2.2 The copyright and other intellectual property rights in any materials or software (whether written or machine. readable) created by or licensed to us prior to this Contractor outside this engagement (''Pre-Existing Works") and any subsequent modifications to the same will remain vested in us, but to the extent that these form part of any of the Deliverables, you will have a licence to use them in accordance with Clause 2.2.3 below.

2.2.3 We will own the copyright and all other intellectual property rights in all Deliverables which are not identified as Client Materials and in all other materials or software created under the Contract whether by or on behalf of us solely or by both parties jointly. You will have a non-exclusive, non-transferable licence to use these Deliverables (and any Pre-Existing Works forming part of the Client Materials) for your own internal use and only for the purposes for which they were delivered but you must not provide these Deliverables or copies of them to any third party.

2.2.4 Each party will at the request and reasonable expense of the other execute all such documents and do all such acts as may be reasonably necessary in order to vest in the other the rights granted to the other under this Clause 2.2

2.3 Freedom to Use Ideas
We, and any other entity (whether or not incorporated) which carries on business under a name which includes all or part of the Grass Routes Ltd name or is otherwise within (or associated or connected with an entity within) or is a correspondent firm of the network of Grass Routes Ltd will not be prevented or restricted by this Contract from developing and using any techniques, ideas, concepts, information or know-how relating to methods or processes of general application.

3. Your Responsibilities

Our performance is dependent on you carrying out your responsibilities as set out in this Contract.

3.1 Support Facilities

You agree to provide us and our staff with all office and other accommodation and facilities that we may reasonably require to perform the Services in particular secretarial support, access to telephone and fax communications and computer facilities. You will be responsible for ensuring that you have appropriate back-up security and virus checking procedures in place for any computer facilities you provide.

3.2 Information & Materials
You agree to provide all information and materials reasonably required to enable us to provide the Services. You agree that all information disclosed or to be disclosed to us is or will be true, accurate and not misleading in any material respect.

3.3 Your Staff
You will ensure that your staff are available to provide such assistance as we reasonably require and that we are given reasonable access to senior management, as well as any members of your staff specified in the Terms of Engagement to enable us to provide the Services. You will be responsible for ensuring that your staff have the appropriate skills and experience. If any of your staff fail to perform as required, you will make suitable additional or alternative staff available.

3.4 Suppliers and Other Third Parties
Where you are using third parties to provide information or support to a project including but not limited to where you are employing other suppliers whose work may affect our ability to provide the Services you will ensure that you have appropriate agreements in place with those third parties to enable us to perform the Services under the terms of this Contract. Unless specifically agreed otherwise in writing you will be responsible for the management of the third parties and the quality of their input and work.

3.5 Payment for Services
You agree to pay for the Services as set out in the Terms of Engagement and Clause 4 below.

4. Fees and Payment

4.1 How fees will be calculated
Fees will be charged on the basis set out in the Terms of Engagement.

4.2 Fee Estimates
Any estimate given by us of any charge whether for planning or any other purpose is only an estimate and is not contractually binding.

4.3 Expenses
All charges are stated exclusive of expenses unless the Terms of Engagement state otherwise. You agree to pay our travel, subsistence and other reasonable expenses incurred in connection with the Services.

4.4 Taxes
Charges, including expenses, will be stated exclusive of any taxes. You will be responsible for paying any taxes arising from the Contract for which you are legally liable such as Valued Added Tax at the rate in force at the date the liability arises.

4.5 Payment of Invoices
Invoices will be issued in accordance with the payment plan set out in the Terms of Engagement. Unless the Terms of Engagement state otherwise.

4.6 Fee Changes
We may vary any fee rates stated in the Terms of Engagement by giving you 30 days written notice of the variation unless a fixed price contract has been agreed by both parties.

5. Term, Suspension and Termination

5.1 Duration of Contract
This Contract will apply from the Commencement Date stated in the Terms of Engagement, if any, or where no Commencement Date is specified from the date of signature of the Terms of Engagement by both parties. The Contract will continue until all the Services and Deliverables have been provided unless it is terminated earlier in accordance with the terms set out below.

5.2 Your right to terminate the Contract
Unless stated otherwise in the Terms of Engagement the Contract may be terminated by you at any time by giving us not less than 30 days written notice. Where you terminate the Contract in this way you will pay us for all Services provided up to the date of termination and for additional costs we reasonably incur as a result of the early termination of the Services for example costs relating to sub-contracts or relocation costs. We will take reasonable steps to mitigate any such additional costs. Where the Services have been provided on a Fixed Price fees basis if we are unable to agree the fees payable in the event of termination pursuant to this Clause 5.2, you will pay us all sums due at the date of termination in accordance with the payment plan set out in the Terms of Engagement together with fees on a Time and Materials basis for Services provided after the date of the last applicable payment under the payment plan.

5.3 Suspension of the Contract
We may suspend the Contract while circumstances exist which, in our reasonable opinion, materially adversely affect the basis on which the Contract was entered into or our performance of it. If, following suspension of the Contract, we both agree to resume performance of it, we will first agree any changes to the Contract which may be necessary as a result of its suspension, including fees, costs and timetable. If such a period of suspension exceeds 30 days, the Contract may be terminated by us with immediate effect by written notice to you.

5.4 Termination for Breach of Contract
The Contract may be terminated by either party on written notice with immediate effect if the other commits a material breach of any term of this Contract which is not remedied within 30 days of a written request to remedy the same.

5.5 Termination for Insolvency
The Contract may be terminated by either of us by written notice in the event that the other party is unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator appointed or calls a meeting of its creditors or ceases for any other reason to carry on business or in the reasonable opinion of the other party any of these events appears likely.

5.6 Return of Property
On the termination of the Contract each of us will return to the other any property of the other that it then has in its possession or control except that we may retain one copy of any documentation or software prepared by us, or any other documentation upon which our Services are based.

6. Confidentiality

6.1 Disclosure
Neither of us will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party for the purposes of providing or receiving Services which if disclosed in tangible form is marked confidential or if disclosed otherwise is confirmed in writing as being confidential or if disclosed in tangible form or otherwise, is manifestly confidential, Both of us agree that any confidential information received from the other party shall only be used for the purposes of providing or receiving Services under this or any other contract between us. These restrictions will not apply to any information which:

6.1.1 is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 6; or

6.1.2 is acquired from a third party who owes no obligation of confidence in respect of the information; or

6.1.3 is or has been independently developed by the recipient.

6.2 Notwithstanding Clause 6.1 above either of us will be entitled to disclose confidential information of the other (i) to our respective insurers or legal advisors, or (ii) to a third party to the extent that this is required, by any court of competent jurisdiction. or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose, provided that (and without breaching any legal or regulatory requirement) where reasonably practicable not less than 2 business days notice in writing is first given to the other party.
Without prejudice to Clause 6.1 and Clause 6.2 above, we may cite the performance of the Services to our clients and prospective clients as an indication of our experience, unless we both specifically agree otherwise in writing.
Notwithstanding the above we may disclose any information referred to in this Clause 6 for use in internal quality reviews.

7. Liability

7.1 We will use reasonable skill and care in the provision of the Services and the preparation of any Deliverables.

7.2 Civil Liability (Third Party)
We will accept liability up to £2,000,000 at any one occurrence for legal liabilities for damages and legal costs arising out of third party loss, injury or damage in connection with our activities. Cover includes breach of professional duty, damage to leased or rented premises and liability arising out of goods sold or supplied including refreshments.

7.3 Personal Injury
The liability of the Company (Grass Routes Ltd) in respect of one or more persons insured for all compensation payable in respect of or arising out of any one occurrence or all occurrences of a series consequent upon one original cause shall not exceed £1,000,000

7.4 The remedies available and the liability we accept under this Clause 7 are the only remedies and to the extent permissible by law the absolute limit of our liability arising under or in connection with the Contract. All other liability is expressly excluded.

7.5 Any legal proceedings arising from this Contract must be brought within 3 years from the date when the party bringing the proceedings first becomes aware or ought reasonably to have become aware of the facts which give rise to the liability or alleged liability or any relevant statutory limitation period whichever is the earlier.

7.6 In this Clause the term "Contractor(s)" means our employees and any agent or sub-contractor of ours and their respective employees, agents, partners or sub-contractors who perform work in connection with the Services, where the individual agent or sub-contractor is a Grass Routes Entity. You acknowledge and agree that in relation to the Services and this Contract your relationship is solely with us, and that no Contractor will have any liability to you in connection with the Services or this Contract except for any liability arising from death and personal injury caused by the negligence of a Contractor or such other liability as cannot be excluded by law. You therefore agree not to bring a claim of any nature against any Contractor relating to the Services or this Contract except where such a claim cannot be excluded by law. You acknowledge and agree that we will have the right (subject to the discretion of the Court) to a stay of proceedings if you bring any claim against a Contractor in breach of this Clause 7.6

7.7 The Services and the Deliverables are provided solely for your benefit and use unless provided otherwise in the Terms of Engagement. Accordingly, you may not provide copies of the Deliverables or make the benefits of the Services available to any third party. We accept no liability or responsibility to any third party who benefits from or uses the Services or gains access to the Deliverables. You agree to indemnify us against any liabilities, losses, expenses or other costs we reasonably incur in connection with any claims against us or any other Grass Routes Entity by such third parties.

8. General

8.1 Sub-contracting
We reserve the right to employ agents and sub-contractors to assist us when providing any part of the Services. Any reference to our staff in the Contract includes agents and sub-contractor staff. We will remain liable to you in respect of any Services provided.

8.2 Sub-Contractors nominated by You
Where you require us to contract the services of a sub-contractor specified by you, you will accept responsibility for the work to be performed by such sub-contractor. Our agreement to programme and integrate the work to be performed by such sub-contractor for the purposes of this Contract, is on the basis that we will not be responsible or liable to you or to any other person for the work performed by, and all acts, omissions, defaults and neglects of, such sub-contractor. In the above circumstances you will be responsible and liable for, and will indemnify us against and from, any liability which we may incur to any person and against claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by us, directly or indirectly as a result of or in connection with the work performed by any such sub-contractor.

8.3 Force Majeure
Neither of us will be liable to the other for any failure to fulfil obligations caused by circumstances outside our reasonable control.

8.4 Assignment
Neither of us may transfer, charge or otherwise seek to deal in any of its rights or obligations under this Contract without the prior written consent of the other party. Neither of us may transfer its rights or obligations under this Contract except that we may transfer our rights and obligations to any legal entity established or authorised to take over all or part of our business.

8.5 Waiver
Subject to clause 7.5 no delay by either one of us in enforcing any of the terms or conditions of this Contract will affect or restrict our own rights and powers arising under the Contract. No waiver of any term or condition of this Contract will be effective unless made in writing.

8.6 Notices
Notices must be served either personally, sent by prepaid registered post or taxed to the address of the other party given in this Contractor to any other address as the parties may have notified during the period of the Contract. Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first working day following its dispatch.

8.7 Amendment
Any amendment of this Contract will not be effective unless agreed in writing and signed by both parties.

8.8 Survival
The provisions of this Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both of us.

8.9 Staff
Neither of us will during the period of this Contractor within 6 months of its termination or expiry solicit directly or indirectly any employees of the other who have been involved in providing or receiving Services or otherwise connected with this Contract, except those employees who have been involved on a purely administrative or secretarial basis. This will not restrict either of us from employing staff who apply unsolicited in response to a general advertising or other general recruitment campaign.

8.10 Working for other clients
We will not be prevented or restricted by anything in this Contract from providing services for other clients.

8.11 Validity of Contract Provisions
If any provision of this Contract is held to be invalid, in whole or in part, such provision shall be deemed not to form part of the Contract. In any event the enforceability of the remainder of the Contract will not be affected.

8.12 Entire Agreement
This Contract, including any attachments or referenced documents forms the entire agreement between us relating to the Services, It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral (except that we do not exclude liability for any fraudulent pre-contractual misrepresentations made by us on which you can be shown to have relied). The headings and titles in this Contract are included to make it easier to read but do not form part of the Contract

8.13 Conflict
In the event of any conflict between the Terms of Business and the Terms of Engagement or any other document which forms part of the Contract, the Terms of Business shall prevail except where amended by specific reference to the relevant Clause of the Terms of Business. In the event and only to the extent of any conflict between the Terms of Engagement and any referenced or attached document other than the Terms of Business, the Terms of Engagement will take precedence.

9. Governing Law

9.1 Applicable Law
This Contract will be governed by and interpreted in accordance with the laws of England.

9.2 Resolving Disputes
Should any dispute arise between us we will attempt to resolve the dispute in good faith by senior level negotiation. Where both of us agree that it may be beneficial we will seek to resolve the dispute through mediation using the services of the Centre for Dispute Resolution to facilitate the mediation process. If the dispute is not resolved through negotiation or mediation both of us agree that the English Courts will have exclusive jurisdiction in connection with the resolution of the dispute.