Term and conditions

1. Definitions

1.1 In this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings:

1.1.1. “Agreement” means these terms together with the Statement of Works;

1.1.2. “Client” means the organisation more particularly described in the Statement of Works;

1.1.3. “Commencement Date” means the date set out in the Statement of Works;

1.1.4. “Confidential Information” means all information marked as confidential, however recorded or preserved, disclosed by a party or its employees, officers, representatives or advisors to the other party during the Term;

1.1.5. “Deliverables” means the deliverables as set out in the Statement of Works which are provided to the Client by the ODI;

1.1.6. “Expiry Date” means the date set out in the Statement of Works or such other date upon which this Agreement terminates;

1.1.7. “Fees” means the fees payable by the Client to the ODI in accordance with this Agreement and set out in part 4 of the Statement of Works;

1.1.8. “Intellectual Property Rights” means copyright, database rights, patents, rights to inventions, rights in confidential information (including know-how) trademarks, trade names, rights in goodwill or to sue for passing off, domain names, and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;

1.1.9. “ODI” means the Open Data Institute, as more particularly described in the Statement of Works.

1.1.10. “Personnel” means any person who will provide the Services on behalf of the ODI, as listed in the Statement of Works or otherwise agreed between the parties;

1.1.11. “Services” means the services provided by the ODI to the Client as more particularly described in the Statement of Work;

1.1.12. “Statement of Works” means the particulars as amended and agreed by the parties to which these terms are annexed or otherwise referenced; and

1.1.13. “Term” means the term of this Agreement, as more particularly described in clause.

1.2 The headings to the clauses are for convenience only and shall not affect the construction or interpretation of this Agreement.

1.3. In this Agreement references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or modified by other provisions, from time to time, (whether before or after the date of this Agreement) and shall include references to any provisions of which they are re-enactments (whether with or without modification).

1.4. Words expressed in the singular shall, where the context so requires or permits, include the plural and vice versa.

1.5. Reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6. These terms will control and prevail over the Statement of Works unless the terms expressly provide otherwise.

2. Term

2.1. This Agreement shall commence on the Commencement Date and, unless otherwise terminated in accordance with the terms of the Agreement, shall continue until the later of the Expiry Date or the completion of the Services.

3. Performance of services

3.1. During the Term, the ODI shall provide to the Client the Services and shall provide the Personnel to perform the Services.

3.2. The ODI will perform the Services using reasonable skill and care.

3.3. The Client will use reasonable endeavours to provide to the ODI in good time all information, approvals, assistance and resources needed to enable the ODI to perform the Services in accordance with this Agreement and the ODI is entitled to rely upon the same.

3.4. In the case of illness or accident to the Personnel, the ODI shall be required to propose to the Client in good time, a suitable substitute Personnel to perform the Services.

3.5. The ODI may, with the prior written agreement of the Client, provide a substitute to the Personnel to perform the Services. In such an event, the daily rate of the substitute will be the same as the Personnel that has been replaced.

3.6. The ODI will endeavour to complete the Services by the Expiry Date. If the ODI is unable to complete the Services by the Completion Date or within the allocated number of days due to circumstances where the delay is not caused by an act, omission or negligence of the ODI, its officers or Personnel, the ODI will notify the Client and the Client may in its absolute discretion grant the ODI an extension of time to perform the Services or, subject to the terms of clause 9.3, terminate the Agreement. The fees payable as a result of any Services being performed over a longer period of time than set out in the Statement of Works will be calculated on the daily rate of the Personnel providing the Services and will be subject to a change request agreed in writing between both parties.

3.7. Either the Client or ODI may request changes to the scope of work, deliverables, timelines, or costs by submitting a formal change order request. The request must include a detailed description of the proposed changes, the reasons for the change, and the anticipated impact on costs and deadlines. Upon receipt of the request, the ODI shall evaluate its feasibility and assess any adjustments to the project timeline or fees. Both parties must mutually agree in writing to any changes before implementation. Once agreed, the change order shall become part of the contract, with all unaffected terms and conditions remaining in full force and effect.

3.8 Upon payment of the Fees, the Deliverables shall, subject to clause 5, vest in the Client.

3.9 The ODI will take steps it deems appropriate to remedy any defect for which it is responsible for causing in any of the Deliverables provided that such defects are notified to the ODI within 30 days of the Client’s receipt of the Deliverables.

4. Fees and expenses

4.1. Subject to any prevailing terms in the Statement of Works, upon completion of the Services, the ODI shall render an invoice to the Client in respect of the Fees and any reasonable out of pocket travel and accommodation expenses (subject to the maximum amount set out in the Statement of Works) incurred whilst performing the Services.

4.2. The Client shall pay the ODI the Fees within 30 days of the date of the invoice received from the ODI.

4.3. Fees are quoted exclusive of VAT and the ODI will add VAT to its invoices where appropriate.

4.4. Without prejudice to the ODI’s other rights and remedies, the ODI will be entitled to interest on any consideration of overdue amounts due to the ODI at the statutory rate of interest in accordance with the Late Payment of Commercial Debts (Interests) Act 1998. Such interest shall accrue on a daily basis from the due date until the actual date of payment which the Client shall pay together with the overdue amount.

5. Intellectual property

5.1. The Intellectual Property Rights in the Deliverables shall vest in the ODI absolutely and the Client agrees not to register nor attempt to register any of the Intellectual Property Rights in the Deliverables in any jurisdiction.

5.2. The ODI grants the Client a Creative Commons [CC-BY-SA] licence to the Intellectual Property Rights in the Deliverables provided the Client agrees it will not publish or otherwise use any commercially sensitive information contained within the Deliverables.

6. Confidential information

6.1. Each party shall keep the other party’s Confidential Information confidential and shall not disclose such Confidential Information in whole or in part to any third party without the prior written consent of the other save that each party may disclose the other’s Confidential Information to its employees, offices, representatives or advisors who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. The restrictions in this clause shall cease to apply to any information which becomes available to the public generally (save where there has been breach of this Agreement) or is required to be disclosed by law, regulation or order, provided that, unless prevented by law, the disclosing party shall give reasonable advance notice of the intended disclosure to the other party.

7. Personal data

7.1. Each party consents to the other processing personal data for which the owning party is data controller for legal, personnel, administrative and management purposes provided where one party receives personal data under this Agreement from the other, the receiving party shall act as data processor and shall process such personal data in accordance with reasonable instructions of the other and shall promptly comply with all reasonable requests given.

8. Liabilities

8.1. Nothing in this Agreement shall limit either party’s liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.

8.2. Neither party shall be liable to the other whether in contract, tort, breach of statutory duty or otherwise for any loss of profit or any indirect, special or consequential loss arising under or in connection with this Agreement.

8.3. Subject to 8.1 and 8.2, the ODI’s total liability under or arising from the Agreement shall be limited to the total Fees payable under the Agreement.

9. Termination

9.1. The ODI may terminate this Agreement on immediate written notice if the ODI, in its reasonable opinion, determines the Client has brought the ODI into disrepute.

9.2. Either party may terminate this Agreement on immediate written notice if the other is in material breach of the terms of this Agreement and such breach has not been remedied within 14 days’ notice from the non-breaching party.

9.3. In the event that the Services comprise of the ODI providing training only to the Client, the Client may terminate this Agreement on written notice, provided that the following cancellation policy will apply:

9.4 Termination of this Agreement will be without prejudice to the accrued rights and liabilities of the parties.

9.5. In the event of termination:

9.5.1. subject to clause 9.3, the Client shall pay to the ODI all Fees owing on a proportionate basis up to the date of termination provided that where termination is due to the fault of the Client, the Client shall pay the ODI the total Fees due, had the Agreement been performed in accordance with this Agreement;

9.5.2. the parties shall promptly return to the other any of its property in good repair, including Confidential Information.

10. Non-solicitation

10.1 The parties agree that during the Term and for a period of one year following the end of Term, neither party shall directly seek to employ or engage any employee of or contractor to the other party.

11. Publicity

11.1. Neither party shall publish notice of the appointment of the ODI without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed.

12. Dealings

12.1. Neither party will assign, sub-contract or otherwise transfer its rights and obligations under this Agreement without the prior consent of the other (not to be unreasonably withheld or delayed).

13. Relationship between the parties

13.1. Nothing in this Agreement shall constitute or be construed as constituting a partnership or joint venture between either party nor shall either party have the power to, nor shall they purport to have the power to bind the other in any way whatsoever.

14. Variations

14.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

15. Waiver

15.1. A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

16. Severance

16.1. 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. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. 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 the Agreement.

17. Third-party rights

17.1. No one other than a party to this Agreement shall have any right to enforce any of its terms.

18. Governing law and jurisdiction

18.1. This Agreement 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 and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).