CQUEL Consultancy Terms of Business

1. Interpretation

The defined terms and rules of interpretation detailed in Schedule 1 of this agreement shall apply to this agreement.

2. Commencement and duration

2.1  

This agreement shall commence on the date when it has been signed by both the parties and shall continue, unless terminated earlier in accordance with clause 13 (Termination), until either party gives to the other party written notice to terminate. Such notice shall be served no earlier than the first anniversary of the date of this agreement and shall expire on the completion of all Statements of Work entered into before the date on which it is served.

2.2 

If there are no uncompleted Statements of Work as at the date notice to terminate is served under clause 2.1 such notice shall terminate this agreement with immediate effect.

2.3 

The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under 2.1.

2.4 

The Customer may procure any of the Consultancy Services or the Grants and Subsidies Services during the term of this agreement by agreeing a Statement of Work with CQuel pursuant to 3 (Statements of Work).

2.5 

CQuel shall provide the Works from the date specified in the relevant Statement of Work or the Contract Details.

2.6 

In consideration of the sum of £1 from the Customer, receipt of which CQuel acknowledges, CQuel shall provide the Freemium Services from the Services Start Date.   Subject to clause 12.2 but notwithstanding any other provision of this agreement the Customer acknowledges and agree that (i) the Freemium Services are provided by CQuel entirely on a reasonable endeavours basis; (ii) any Deliverables produced from the Freemium Services are provided on an “as is” basis without warranty or guarantee; and (iii) CQuel disclaims all liability in relation to the Freemium Services and the Deliverables arising from the Freemium Services.   

2.6 

In consideration of the sum of £1 from the Customer, receipt of which CQuel acknowledges, CQuel shall provide the Freemium Services from the Services Start Date.   Subject to clause 12.2 but notwithstanding any other provision of this agreement the Customer acknowledges and agree that (i) the Freemium Services are provided by CQuel entirely on a reasonable endeavours basis; (ii) any Deliverables produced from the Freemium Services are provided on an “as is” basis without warranty or guarantee; and (iii) CQuel disclaims all liability in relation to the Freemium Services and the Deliverables arising from the Freemium Services.   

2.7 

In the event that the Customer and CQuel agree to the provision of Grants and Subsidies Services:

(a)

CQuel acknowledges and agrees that in ordering the Grants and Subsidies Services the Customer is not obliged to order any additional services from CQuel unless agreed between the parties in writing;

(b)

the Grants and Subsidies Initial Fee shall be payable by the Customer on the Service Start Date; and

(c)

In the event that no further Remunerated Services are agreed between the parties within 2 months of the Customer’s first receipt of any Grant Income, the Grants and Subsidies Deferred Fees shall be payable by the Customer to CQuel.

2.8 

The Grants and Subsidies Deferred Fee shall be payable at the rate detailed in the Order Form. The Customer shall promptly notify CQuel of full details of any and all Grant Income received or anticipated.  CQuel may invoice the relevant Grants and Subsidies Deferred Fees at any time following receipt by the Customer of the corresponding Grant Income. The Customer shall pay such invoices in accordance with clause 8 (Payment).

2.9 

The provisions of clauses 2.7 (c) and 2.8 shall survive termination or expiry of this agreement.

3. Statements of Work

3.1  

Each Statement of Work shall be agreed in the following manner:

(a)

the Customer shall ask CQuel to provide certain services and provide CQuel with as much information as CQuel reasonably requests in order to prepare a draft Statement of Work for the Remunerated Services requested;

(b)

following receipt of the information requested from the Customer CQuel shall, as soon as reasonably practicable provide the Customer with a draft Statement of Work;

(c)

CQuel and the Customer shall discuss and agree that draft Statement of Work; and

(d)

both parties shall sign the draft Statement of Work when it is agreed.

3.2 

Once a Statement of Work has been agreed and signed in accordance with 3.1(d), no amendment shall be made to it except in accordance with 17 (Variation).

3.3 

Each Statement of Work shall be part of this agreement and shall not form a separate contract to it. 

4. CQuel's responsibilities

4.1  

CQuel shall manage and complete the Remunerated Services, and deliver the Deliverables to the Customer, in accordance with a Statement of Work or as described in the Contract Details in all material respects.

4.2 

CQuel shall use reasonable endeavours to meet any Milestones for the delivery of Remunerated Services specified in a Statement of Work or Contract Details but any such dates shall be estimates only and time for performance by CQuel shall not be of the essence of this agreement.

4.3 

CQuel shall appoint a manager in respect of the Works to be performed under the Contract Details or each Statement of Work, such person as identified in the or Contract Details or Statement of Work or as otherwise notified to the Customer from time to time. CQuel shall use reasonable endeavours to ensure that the same person acts as CQuel's manager throughout the term of the relevant Statement of Work, but may replace that person from time to time where reasonably necessary in the interests of CQuel's business.

4.4 

CQuel shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer's premises and that have been communicated to it under 5.1(e), provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.

5. Customer's obligations

5.1  

The Customer shall:

(a) 

co-operate with CQuel in all matters relating to the Works;

(b)

appoint a manager in respect of the Works to be performed. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Works;

(c)

provide, for CQuel, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by CQuel including any such access as is specified in the Contract Details or a Statement of Work;

(d)

provide to CQuel in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Contract Details a Statement of Work or otherwise reasonably required by CQuel in connection with the Works and ensure that they are accurate and complete;

(e)

without limitation to the generality of the foregoing, provide to CQuel on the date any ContractDetails or Statement of Work is signed (or otherwise on request) such information concerning MPAN, MPRN or similar meter numbers as are applicable to a Site or Sites, consents to CQuel obtaining such information from a third party or source if CQuel deems it necessary to do so, and authorises and consents to the use, processing, monitoring and analysis of all connected meter data (live or otherwise) in connection with the provision of the Works;

(f)

inform CQuel in advance of all health and safety and security requirements that apply at any of the Customer's premises;

(g) 

ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Works and conforms to all relevant United Kingdom standards or requirements; 

(h)

obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable CQuel to provide the Works; 

(i)

ensure delivery of the Customer Deliverables

5.2 

If CQuel's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, CQuel shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

5.3 

The Customer acknowledges that CQuel may receive commission payments or referral fees from Solution Providers or other third parties to whom CQuel has referred the Customer in the provision of the Tendering Services.  The Customer agrees that (i) CQuel shall have no obligation to disclose the specific amounts or terms of any such commissions or referral fees unless otherwise required by law; and (ii) the provision of services by the Solution Provider to the Customer following the Tendering Services shall be governed entirely by the terms of service agreed between the Solution Provider and the Customer and, subject to the provisions of clause 12.2, CQuel shall have no liability to the Customer in relation to such services.   

6. Non-solicitation and employment

The Customer shall not, without the prior written consent of CQuel, at any time from the date on which any Works commence to the expiry of twelve (12) months after the completion of such Works, solicit or entice away from CQuel or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of CQuel in the provision of such Works.

7. Promotion

7.1  

Subject to clause 11 (Confidentiality):

(a) 

The Customer hereby grants CQuel a non-exclusive right to use the Customer’s identity, project related information and other relevant data solely for the purposes of creating case studies and internal presentations to CQuel affiliates; and

(b)

The Customer acknowledges and agrees that CQuel may identify the Customer for its marketing purposes; 

7.2 

In using its rights granted under clause 7.1 CQuel shall not disclose any sensitive information of the Customer.

7.3 

The provisions of this clause 7 shall survive termination or expiry of this agreement. 

8. Charges and payment

8.1  

In consideration of the provision of the Remunerated Services by CQuel, the Customer shall pay the Charges. CQuel acknowledges and agrees that the Freemium Services shall be free of charge.

8.2  

Where the Charges are calculated on a fixed price basis, the amount of those charges shall be as set out in the Contract Details or a Statement of Work.

8.3  

CQuel shall invoice the Customer for the Charges via a payment link on the date specified in the Statement of Work or Contract Details.  If no such dates are so specified, CQuel shall invoice the Customer on the date of execution of the relevant Statement of Work or Contract Details for all amounts due under that Statement of Work or Contract Details.

8.4  

The Customer shall pay each invoice submitted to it by CQuel within 30 days of receipt via the payment link sent by CQuel to the Customer or such other payment method as advised by CQuel from time to time.

8.5  

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay CQuel any sum due under this agreement on the due date:

(a)

the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) 

CQuel may suspend part or all of the Works until payment has been made in full.

8.6 

All sums payable to CQuel under this agreement:

(a) 

are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(b)

shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual property rights

9.1  

In relation to the Deliverables:

(a) 

CQuel and its licensors shall retain ownership of all IPRs in the Deliverables, excluding the Customer Materials;

(b)  

CQuel grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables for the purpose of receiving and using the Works and the Deliverables in its business; and

(c) 

the Customer shall not sub-license, assign or otherwise transfer the rights granted in 9.1(b). 

9.2 

In relation to the Customer Materials, the Customer:

(a)

and its licensors shall retain ownership of all IPRs in the Customer Materials; and

b) 

grants to CQuel a fully paid-up, perpetual, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this agreement for the purposes of (i) improving and developing its services; and (ii) providing the Works to the Customer.

9.3 

CQuel:

(a)

warrants that the receipt and use of the Remunerated Services and the Deliverables by the Customer shall not infringe the Intellectual Property Rights of any third party;

(b)

shall indemnify the Customer against all liabilities, costs, expenses, damages and losses suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third parties Intellectual Property Rights directly arising out of the receipt or use of the Remunerated Services and Deliverables; and 

(c)

shall not be in breach of the warranty at 9.3(a), and the Customer shall have no claim under the indemnity at 9.3(b) to the extent the infringement arises from:

(d)

the use of Customer Materials in the development of, or the inclusion of the Customer Materials in, the Works or any Deliverable;

(e)

any modification of the Works or any Deliverable, other than by or on behalf of CQuel; and

9.4 

The Customer:

(a)

warrants that the receipt and use in the performance of this agreement by CQuel, its agents, subcontractors or consultants of the Customer Materials shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(b)

shall indemnify CQuel against all liabilities, costs, expenses, damages and losses suffered or incurred or paid by CQuel arising out of or in connection with any claim brought against CQuel, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights directly arising out of the receipt or use in the performance of this agreement of the Customer Materials.

9.5 

If either party (Indemnifying Party) is required to indemnify the other party (Indemnified Party) under this 9, the Indemnified Party shall:

(a)

notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at 9.3(b) or 9.4(b) (as applicable) (IPRs Claim);

(c)

allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c)

provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and

(d)

not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

10. Data protection

10.1  

Both parties act as independent Data Controllers for any Personal Data processed under this agreement. Each party is individually responsible for complying with relevant Data Protection Laws.

10.2  

Parties agree that any shared Personal Data will only be processed as far as is necessary to fulfil the obligations as set out in the agreement and in compliance with the relevant Data Protection Laws. 

10.3  

The Customer warrants CQuel that it has and will maintain all necessary rights (including lawful legal basis), licenses and consents to provide the Personal Data to Cquel and agrees that Customer shall be responsible for obtaining all necessary consents or identifying the appropriate legal basis for the processing, and providing all necessary notices, as required under the relevant Data Protection Laws in relation to the processing of the Customer’s Personal Data.

10.4  

In the event of any additional processing of personal data, where the parties may assume roles in a controller-to-processor relationship, both parties agree to negotiate in good faith to establish and incorporate appropriate data processing provisions in accordance with the Data Protection Laws.

10.5  

This 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Laws.

11. Confidentiality

11.1  

Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2(a).

11.2  

Each party may disclose the other party’s confidential information:

(a) 

to its employees, officers, representatives, contractors, subcontractors, affiliates, Group Companies, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 11; and

(b)  

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3  

No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11.4  

CQuel may disclose the Customer’s confidential information to Solution Providers, provided that CQuel has in place with such Solution Providers confidentiality provisions no less onerous than this clause 11. 

12. Limitation of liability

12.1  

References to liability in this clause 12 (Limitation of liability) include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), indemnity, misrepresentation, restitution or otherwise.

12.2  

Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a)

death or personal injury caused by negligence; and

(b)

fraud or fraudulent misrepresentation. 

12.3  

Subject to clause 12.2 (liabilities which cannot legally be limited), CQuel's total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this agreement,  shall not exceed the amount equal to 100% of the Charges paid or payable to CQuel by the Customer under this agreement in the 12 months preceding the event giving rise to the first claim. 

12.4  

Subject to clause 12.2 (Liabilities which cannot legally be limited), this clause 12.4 specifies the types of losses that are excluded:

(a)

loss of profits;

(b) 

loss of sales or business;

(c)

loss of agreements or contracts;

(d)

loss of anticipated savings;

(e)

loss of use or corruption of software, data or information;

(f)

loss of or damage to goodwill;

(g)

indirect or consequential loss; and

(h) 

any losses arising out of or connected to the acts or omissions of a Solution Provider. 

12.5  

Unless the Customer notifies CQuel that it intends to make a claim in respect of an event within the notice period, CQuel shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13. Termination

13.1  

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) 

the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b)

the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; 

(c)  

the other party suffers an Insolvency Event; or

(d) 

in accordance with the provisions of clauses 2.1 or 2.2. 

13.2  

Without affecting any other right or remedy available to it, CQuel may terminate this agreement with immediate effect by giving notice to the Customer if:

(a) 

the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

(b)  

there is a change of Control of the Customer.

14. Obligations on termination and survival

14.1 

Obligations on termination or expiry

On termination or expiry of this agreement:

(a)

the Customer shall immediately pay to CQuel all of CQuel's outstanding unpaid invoices and interest and, in respect of the Remunerated Services supplied but for which no invoice has been submitted, CQuel may submit an invoice, which shall be payable immediately on receipt;

(b)

the Customer shall, within a reasonable time, return all of CQuel's Equipment. If the Customer fails to do so, then CQuel may enter the Customer's premises and take possession of CQuel's Equipment. Until CQuel's Equipment has been returned or repossessed, the Customer shall be solely responsible for its safe keeping; and

(c)  

CQuel shall on request return any of the Customer Materials not used up in the provision of the Works.

14.2  

Survival

(a) 

On termination or expiry of this agreement, all existing Statements of Work shall terminate automatically.

(b)  

Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

(c)  

Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

15. Force majeure

15.1 

Provided it has complied with clause 15.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.2 

The Affected Party shall:

(a)

as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b)

use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

15.3  

If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 3 months, the party not affected by the Force Majeure Event may terminate this agreement by giving 30 days written notice to the Affected Party.

16. Assignment and other dealings

16.1 

The Customer shall not subcontract, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under this agreement.

16.2

CQuel may at any time subcontract, assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement.

17. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1 

A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

20.2 

If any provision or part-provision of this agreement is deemed deleted under 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

21.1 

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

22. Conflict

If there is an inconsistency between:

22.1 

any of the provisions of this agreement;

22.2 

the provisions of the Contract Details; and

22.3 

(iii) and the provisions of a Statement of Work,

the document listed higher in the above list shall take priority. 

23. No partnership or agency

23.1 

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23.2 

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24. Third party right

24.1 

Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

24.2 

The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

25. Notices

25.1 

Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a)

delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)

sent by email to the email addresses detailed in the Contract Details.   

25.2 

Any notice shall be deemed to have been received:

(a) 

if delivered by hand, at the time the notice is left at the proper address; 

(b)

if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or

(c) 

if sent if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 25.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

25.3 

This clause does not apply to the service of any proceedings or any documents in any legal action.

26. Counterparts

26.1 

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26.2 

No counterpart shall be effective until each party has executed and delivered at least one counterpart.

27. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

28. Jurisdiction

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

This agreement has been entered into on the date stated at the beginning of it.

Schedule 1.
Definitions and interpretation.

The following definitions and rules of interpretation apply in the foregoing agreement:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the sums payable for the Remunerated Services as set out in the Contract Details or a Statement of Work.
Consultancy Services: the paid for consultancy services detailed in the Contract Details or a Statement of Work . 
Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
CQuel's Equipment: any equipment, including tools, systems, cabling or facilities, provided by CQuel to the Customer and used directly or indirectly in the supply of the Works, including any such items specified in a Statement of Work but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.
Customer Deliverables: means the materials, information and actions provided by the Customer to CQuel as detailed in the Contract Details; any Statement of Work; or as otherwise agreed between the parties in writing.  
Customer Materials: all documents, information, data, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to CQuel in connection with the Works, including the items provided pursuant to 5.1(d).
Customer's Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Works including any such items specified in a Statement of Work or the Contract Details.
Data Controller: shall have the meaning given to it in the Data Protection Laws.
Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data. 
Deliverables: any output of the Works to be provided by CQuel to the Customer as specified in a Statement of Work or as detailed in the Contract Details. 
Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; and interruption or failure of utility service.
Freemium Services: shall have the meaning given to it in the Contract Details or a Statement of Work. 
Grant Income:
the funds received by the Customer or any of its Group Companies as a result of the Grants and Subsidies Services. 
Grants and Subsidies Initial Fee:
shall have the meaning given to it in the Contract Details or a Statement of Work.  
Grants and Subsidies Deferred Fee:
shall have the meaning given to it in the Contract Details or a Statement of Work.  
Grant and Subsidies Services:
shall have the meaning given to it in the Contract Details or a Statement of Work.
Group Company(ies):
in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. 
Intellectual Property Rights or IPRs: patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, information, data, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Milestone: a date by which a part or all of the Consultancy Services  is to be completed, as set out in a Statement of Work or the Contract Details.
Remunerated Services: means the Consultancy Services and the Grants and Subsidies Services.
Personal Data:  shall have the meaning given to it in the Data Protection Laws. 
Services Start Date:  shall have the meaning given to it in the Contract Details. 
Sites:  the sites as detailed in the Contract Details or a Statement of Work in relation to which the Works are to be undertaken. 
Solution Provider: any entity or person involved in a tender process in relation to the Customer connected to the outline report provided by CQuel. 
Statement of Work: a detailed plan, agreed in accordance with 3, describing the services to be provided by CQuel, the timetable for their performance and the related matters.
Tendering Services: shall have the meaning given to it in the Contract Details or a Statement of Work. 
VAT
: value added tax chargeable in the UK.
Works: the Freemium Services, the Tendering Services, and the Consultancy Services which are provided by CQuel as detailed in the Contract Details or agreed under a Statement of Work.

1.1

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.2

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3

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

1.4

The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7

Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

1.8

This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9

Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.10

Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.11

A reference to writing or written includes email.

1.12

A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied or novated from time to time.

1.13

References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.