This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Professionalisation Limited,  Registered in England and Wales, company number:13354366 (“Professionalisation Limited”) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services. Whether you are simply browsing or using this Site or purchase Services, your use of this Site and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the Privacy Policy and the applicable product/service agreements, which are incorporated herein by reference: 

We reserve the right to modify, change, or discontinue any aspect of this Site or the Services, including without limitation prices and fees for the same, at any time. You agree to pay any and all prices and fees due for Services purchased or obtained at this Site at the time you order the Services.

‘Parties’ shall refer to Professionalisation Limited and the Client, and Party shall mean either one.

Interpretations:

1. Words which import the singular only shall also include the plural and vice versa;
2. Words importing persons include companies and vice versa;
3. Where any obligation placed on the Client or Professionalisation Limited under this Agreement provides for the Client or Professionalisation Limited not to do an act or thing this shall include an obligation not to permit such act or thing to be done and to prevent such act or thing being done by a third party,
4. Any reference to the necessary consent or approval of the Client or Professionalisation Limited or words and phrases with similar effect shall mean the consent or approval of the Client or Professionalisation Limited in writing executed by or on behalf of the Client or Professionalisation Limited.

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

The validity, construction and performance of this Agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales to which the Parties submit. 

Notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a Party to it any right to enforce any of its provisions. 

1. SERVICES

1. Professionalisation Limited shall provide the Services to the Client subject to the provisions of this Agreement.
2. The Services shall be performed by such employees or agents that we may choose as most appropriate to carry out the Services.
3. We will provide the Client with a report as to how much time has been spent by us in providing the Services and at any time on request by the Client.
4. Professionalisation Limited shall provide the Services in such places and locations as we consider appropriate to the type and nature of the requirements of the Client. These may include locations outside the UK and may result in the transfer of information (including your personal information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.
5. All parties must comply with the Relevant Legal Provisions when processing Personal Data.
6. Professionalisation Limited reserve the right to cease to perform any further services (or any part of the services) at our discretion and on notification to the Client.
7. Time shall not be of the essence for the performance by Professionalisation Limited of our obligations under this Agreement. Any dates, periods or times specified by Professionalisation Limited in this Agreement or otherwise shall be estimates only.

2. FEES AND PAYMENTS

1. Fees for Services provided under this Agreement are to be paid for by the Client in advance of the services being provided by Professionalisation Limited.
2. We are permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to traveling, photocopying, courier services and postage, subject to agreement from the Client.
3. All amounts stated are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.

3. CLIENTS OBLIGATIONS

During performance of the Services the Client undertakes to:

1. pay the Fees and any other costs herein stipulated at the times and in the manner aforesaid and without any retention, deduction or set-off save as so permitted under this Agreement;
2. co-operate with us as we reasonably require;
3. provide the information and documentation that we reasonably require;
4. ensure that the Clients staff and agents co-operate with and assist us.

4. OWNERSHIP AND INTELLECTUAL PROPERTY

1. In connection with the provision of the Services we may generate, create, write or produce reports, advice, analyses, designs, methodologies, code or any other output (hereafter defined as ‘Output’) as required in accordance with this Agreement.
2. Unless otherwise agreed by the Parties, any copyright and database right (and any other intellectual property rights) in the Services and/or any Output (or any other material created or prepared) created and provided to the Client by us in accordance with, and specifically for the purposes of, this Agreement shall belong to the Client.
3. Any copyright and database right (and any other intellectual property rights) in any other materials (“Ancillary Materials) provided to the Client, which were not created pursuant to this Agreement, or which are specified to belong to Professionalisation Limited, shall belong to us.

5. CONFIDENTIALITY

1. Each Party (Receiving Party) shall keep the confidential information of the other Party (Supplying Party) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
2. ‘Confidential Information’ means all information relating to the Supplying party which might fairly be considered to be of a confidential nature and includes, but is not limited to:
   1. information of whatever nature, without limitation, which is obtained in any form by the Receiving Party from the Supplying Party or its advisers, or by observations during visits, or by demonstrations;
   2. information of whatever nature relating to the business activities, practices and finances of the Supplying Party;
   3. any evaluation material, design work, strategic plans and ideas, innovations, creative plans, concepts and ideas and any other plans or ideas developed by the Supplying Party or on its behalf whether relating specifically to the Services or otherwise;
   4. any information derived from the information falling within (i), (ii) or (iii) above; and
   5. any copy of any of the foregoing;
   6. but does not include information which is:
      1. publicly available, other than as a result of this Agreement; or
      2. lawfully available from a third party free from any confidentiality restriction; or
      3. provided by the Supplying Party and marked ‘Non Confidential’; or
      4. required by law or regulation to be disclosed, but to the absolute minimum necessary and provided that the Supplying Party is first consulted to establish whether and if so, how far it is possible to prevent or restrict such enforced disclosure.
3. If there is any doubt as to whether any particular information constitutes Confidential Information written confirmation is to be obtained from the Supplying Party.
4. The obligations in this clause shall not apply to any information which:
   1. was known or in the possession of the Receiving Party before it was provided to the Receiving party by the Supplying party;
   2. is, or becomes, publicly available through no fault of the Receiving Party;
   3. is provided to the Receiving Party without restriction or disclosure by a third party, who to the best knowledge of the Receiving Party, did not breach any confidentiality obligations by making such a disclosure;
   4. was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
   5. is required to be disclosed by order of a court of competent jurisdiction.
5. This clause shall survive termination of this Agreement.

6. COMPETITION

The Parties (and/or their employees, agents, representatives) shall be free to provide services or engage in any form of activity (including, but not limited to, any business, investment or financial activities) whether for themselves or on behalf of or to other organisations, companies or individuals who are or are potentially direct or indirect competitors of the other Party.

7. SUB-CONTRACTORS

1. Professionalisation Limited is permitted to use sub-contractors to provide some or all of the Services.
2. Professionalisation Limited shall be responsible for the work of a sub-contractor whose work shall be undertaken to the same standard as required by this Agreement. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which they trade and which are more restrictive than the provisions in this Agreement. For example, without limiting the generality of the foregoing, a sub-contractor may have more restrictive wording as to the standard it will meet in work it performs (as to timing or quality), what is to happen if that standard is not met, and the restriction and exclusion of liability. Where the terms and conditions of a sub-contractor are more restrictive or exclusory than the provisions of this Agreement, the Parties agree that work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Agreement.

8. WARRANTIES AND LIABILITY

1. Professionalisation Limited warrants that it will use reasonable care and skill in performing the Services.
2. No party shall be liable to the other for any loss of profit, market, business, contract, damage to goodwill, loss of projected or anticipated savings, loss of revenue or any other consequential or indirect loss howsoever caused.
3. Nothing in this Agreement shall limit or exclude the liability of either Party:
   1. for fraud or fraudulent misrepresentation;
   2. for loss or damage to property caused any negligent act;
   3. for any and all other matters where it is illegal to exclude or limit liability;
4. Where this Agreement is breached by the Client or the Client is negligent in any way of the undertakings and obligations placed upon them under this Agreement or commits a breach of any statutory duty which results in a loss incurred by Professionalisation Limited, Professionalisation Limited may claim damages from the Client for the losses incurred.
5. The liability of Professionalisation Limited under or in connection with this Agreement shall not exceed the Fee paid by the Client to Professionalisation Limited under this Agreement.

9. TERMINATION

1. Without prejudice to the other remedies or rights a Party may have, this Agreement may be terminated at any time by either Party upon service of one working day notice in writing to the other.
2. Any termination of the Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

10. GENERAL

1. Force majeure
   Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
2. Assignment
   Subject to the following sentence, neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
3. Entire Agreement
   This Agreement contains the whole agreement between the Parties in respect of the provision of the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
4. Waiver
   No failure or delay by Professionalisation Limited in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
5. Agency, partnership etc
   This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
6. Further assurance
   Each Party to this Agreement shall at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
7. Complaints
   If the Client wishes to make a complaint or is unsatisfied with services provided by us, they should do so by emailing us first at support@professionalisation.co.uk. We aim to respond to your complaint within 10 working days.