Terms and Conditions

In this Agreement: "Account" means an account registered by the Expert with TPL to enable the Expert to (among other things) enter into agreements for the provision of services to TPL (including this Agreement); “Agreement” means the Project Scope and these Terms and Conditions (together with any documents referenced therein); "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; “Charges” means the sums to be paid to the Expert in consideration for the performance of the Services, as set out in the Project Scope; "Customers means any third party engaged by TPL to receive any part of the Services, including any Customers identified in the Project Scope; "Deliverables" means all documents, products and materials developed by the Expert, or their respective subcontractors and personnel as part of or in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts) and the Key Deliverables (if any); “End Date” means the date on which the Services are to be completed, as set out in the Project Scope (and which, in the absence of any express reference to an end date in the Project Scope, shall be the date on which all Deliverables due to be provided as part of the Services have been delivered in full by the Expert); “Expert” means the person engaged by TPL to provide the Services in accordance with this Agreement; “Expert Code of Conduct” means TPL’s expert code of conduct policy which is available on our website; “Expert Materials” means all Intellectual Property Rights of the Expert that have been or are developed by the Expert prior to or entirely separate from this Agreement; "Group" means in relation to either party, that party and any company which is from time to time a subsidiary or holding company of that party or a subsidiary of any such holding company (and the terms "subsidiary" and "holding company" shall have the meanings given to them by section 1159 of the Companies Act 2006) and "Group Company" shall be construed accordingly; "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, 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; “Key Deliverables” means any key deliverables expressly identified in the Project Scope (if any); “Payment Terms” means the arrangements for payment of the Charges as set out in the Project Scope (or where no such payment terms are expressly stated in the Project Scope, the arrangements set out in clause 7); “Project Scope” means either: (a) the order form to which these Terms and Conditions are appended; (b) where no such order form is used, the email to which these Terms and Conditions are attached; or (c) where no such order form or email is used, the section of TPL’s website setting out the scope of a particular engagement for the Expert to provide Services; “Services” means the services to be performed by the Expert that are identified in the Project Scope; “Start Date” means the date on which the Services are to commence, as set out in the Project Scope; "Term" has the meaning given in clause 2; "Terms and Conditions" means these terms and conditions; “Third Party Materials” means any third-party materials used by the Expert in performing the Services (including any that are incorporated into any Deliverables); “TPL” means Threadneedle Partners Limited, a company registered in England under company number 09834005, with its registered office at 86-90 Paul Street, 4th Floor, London, United Kingdom, EC2A 4NE; "TPL IPRs" means all: (a) Intellectual Property Rights that are owned by or licensed to TPL and which have been developed independently of this Agreement; and (b) methodologies, ways of working and learnings that have been developed and/or utilised by TPL in performing this Agreement (including in developing the Deliverables); "TPL Materials" means all materials, equipment and tools, drawings, specifications and data supplied by TPL pursuant to this Agreement and/or for the purposes of the Expert performing the Services and/or delivering the Deliverables; "VAT" means value added tax or any other applicable sales or turnover tax from time to time; and "Website Terms" means the terms and conditions of TPL’s website which governs the use of the website and which are available on our website. In this Agreement: a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision; 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; a reference to writing or written includes email; and the Project Scope shall prevail in the event of any conflict between the Project Scope and the Terms and Conditions. Commencement and term This Agreement shall commence on the date set out in the Project Scope (or, where no such date is specified in the Project Scope, the date on which it is accepted in writing by the Expert) and shall continue, unless terminated earlier in accordance with its terms until the End Date (the "Term"). TPL Obligations TPL shall pay the Charges to the Expert in accordance with the terms of this Agreement. If TPL's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Expert, its agents, subcontractors, consultants or employees, TPL shall: not be liable for any costs, charges or losses sustained or incurred by the Expert that arise directly or indirectly from such prevention or delay; and be entitled to recover any additional costs, charges or losses TPL (and/or any Customer) sustains or incurs that arise directly or indirectly from such prevention or delay. Expert's obligations The Expert shall: have registered and maintain an Account throughout the Term; co-operate with TPL in all matters relating to the Services; provide, in a timely manner, such information as TPL may reasonably require, and ensure that it is accurate and complete in all material respects during the Term; comply in full at all times with TPL’s Website Terms; ensure that the provision of Services will: (a) comply with all applicable laws, statutes and regulations in force from time to time; and (b) not breach the terms of any agreements or arrangements that the Expert has with any third party, including any contract of employment or engagement, non-disclosure agreements, codes of conduct or employment policies; keep confidential and not disclose to any third party the Expert’s relationship with TPL and/or a Customer; unless otherwise notified to TPL in writing and approved by TPL in writing, not be a member of any government, hold elected public office (including at a local government level) or work for any governmental agency; not provide any investment advice, including rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security; not provide any legal advice; unless otherwise notified in advance of entering into this Agreement in writing to TPL and approved in advance of entering into this Agreement in writing by TPL, not have been convicted of any criminal offence or been subject to any criminal or regulatory action or investigation (including by the UK Financial Conduct Authority and any equivalent organisation in any other jurisdiction); in performing the Services and/or delivering the Deliverables, the Expert shall not disclose any confidential information, which shall include: any material, non-public information (“MNPI”), including any MNPI related to any company, security or industry; any information which includes Intellectual Property Rights of a third party to which the Expert does not have the right to disclose as part of the Services and/or Deliverables; non-public information or confidential information related to pending government action or inaction; any other information which: (i) by contract, applicable law or otherwise is deemed confidential information; (ii) was disclosed to the Expert on the assumption or expectation that it be kept confidential; or (iii) the Expert believes to be confidential; or any information that the Expert is otherwise prohibited from disclosing under applicable law or which might result in the Expert being in breach of any regulatory, legal, ethical or any other type of professional standard or rule, save in the circumstances set out in clause 11.2; ensure that the Expert obtained, and will maintain throughout the Term, all necessary rights, licences, consents and permissions required to provide the Services; provide the Services and deliver the Deliverables using all reasonable care and skill and in accordance with best industry practice; have the qualifications and experience required to provide the Services and deliver the Deliverables; comply at all times with the Expert Code of Conduct; if using any tools that might capture or record personal data in the provision of the Services, comply at all times with all applicable laws and regulations relating to data protection and privacy; not, whilst providing the Services, take any photographs or recordings of, nor share such photographs or recordings of any Customer without that Customer’s permission; not consume or be under the influence of alcohol or any illegal substance whilst delivering Services; cooperate and comply with any inspections carried out by any governmental agencies or local authorities relating to the provision of the Services; observe all reasonable health and safety rules and regulations and security requirements that apply at any premises where the Services are delivered; receive no compensation as a result of the Deliverables and/or the Services from any third party (including Customers) and shall ensure that the only compensation the Expert shall receive in connection with the Services and/or the Deliverables will be the Charges; will not permit any third parties to deliver or otherwise perform the Services and/or the Deliverables; not engage in any activity, practice or conduct which would constitute or facilitate: an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom; and/or an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; before providing any Services, complete all training and tutorials required by TPL (including training on material non-public information and anti-bribery regulations), as well as any other training which TPL requires you to complete during the Term; take good care of all TPL Materials in its possession and, at TPL’s sole discretion, either make them available for collection by TPL or destruct the TPL Materials on reasonable notice and request; provide, for TPL, its agents, subcontractors, consultants and employees (including all Customers), in a timely manner and at no charge, access to the Expert's premises, office accommodation, data and other facilities as reasonably required by TPL; and at all times act in good faith towards TPL and all Customers. Data protection The parties shall comply with their respective data protection obligations under applicable law. Intellectual property TPL and its licensors shall retain ownership of all TPL IPRs (including to the extent any TPL IPRs are contained within the Deliverables). For the duration of the Term, TPL grants the Expert a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable and non-sub-licensable licence to use the TPL Materials (including any TPL IPRs therein) solely for the purposes and to the extent required to perform the Services and to deliver the Deliverables. The Expert hereby assigns to TPL, with full title guarantee, including by way of a present assignment of future copyright, all rights (including Intellectual Property Rights) in the Deliverables to the maximum extent possible under applicable law and for the full duration of such rights, save only for any Expert Materials and Third Party Materials. The Expert will retain ownership of Expert Materials and (as between the parties) Third Party Materials and hereby grants to TPL, to the greatest extent permissible by applicable law, a perpetual, irrevocable, sub-licensable, worldwide, royalty-free transferable licence to use and modify the Expert Materials and/or the Third Party Materials for any purpose in connection with the advertisement, promotion or delivery of the Services (including for the provision of the Deliverables to Customers). The Expert hereby warrants and represents that: it owns, or has a licence to use in accordance with this Agreement, all rights (including Intellectual Property Rights) in the Expert Materials and Third Party Materials; it shall notify TPL of any Third Party Materials that it wishes to use in the Services (including in any Deliverables) in advance of so using them; the Expert Materials shall be the own original creation of the Expert; and the use by TPL and all Customers of any Expert Materials and/or Third Party Materials in accordance with this Agreement (including the provision of Expert Materials and Third Party materials which form part of the Deliverables to Customers, and the use of the same by Customers) shall not infringe the rights, including the Intellectual Property Rights, of any third party. Charges and payment In consideration for the provision of the Services, TPL shall pay the Expert the Charges in accordance with the Payment Terms and this clause 7. All amounts payable by TPL exclude amounts in respect of VAT, which TPL shall additionally be liable to pay the Expert at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice. Save where expressly stated otherwise in the Project Scope, TPL shall provide to the Expert a statement of Charges and Deliverables completed upon their completion (the “Charges Statement”). Save where expressly stated otherwise in the Project Scope, TPL shall pay all Charges due to the Expert, within 30 days of provision of the Charges Statement in accordance with clause 7.3, to a bank account nominated in writing by the Expert. INDEMNITIES The Expert shall indemnify and hold TPL and/or any Customer harmless against any losses, costs, liabilities and expenses suffered or incurred by us as a result of: any claim that the use of the Deliverables, Expert Materials and/or Third Party Materials by TPL and/or a Customer in accordance with these Terms infringes the rights (including the Intellectual Property Rights) of any third party; any use by the Expert of TPL IPRs other than in accordance with the terms of this Agreement; and/or any claim made against TPL and/or a Customer arising out of the Expert breaching any term of this Agreement. Limitation of liability References to liability in this clause 9 include every kind of liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for: death or personal injury caused by negligence; and fraud or fraudulent misrepresentation. Subject to clauses 9.1, 9.2 and 9.4, TPL’s total liability to the Expert under this Agreement shall be limited in the aggregate (whether in respect of a single claim or multiple claims) to a sum equal to the total Charges. Subject to clauses 9.2 and 9.3, the following types of loss are wholly excluded in respect of TPL’s liability: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss. Termination 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: the other party commits a material breach of any material term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so; the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business. Without affecting any other right or remedy available to it, TPL may terminate this Agreement with immediate effect by giving written notice to the Expert if the Expert materially breaches any material term of the Website Terms which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so: On termination of this Agreement for whatever reason: for Services that been validly performed (i.e. Services that were performed by TPL that were not in breach of this Agreement), TPL shall pay to Expert all of Expert's outstanding unpaid Charges in accordance with the due date for payment; for Services that were performed in breach of this Agreement, TPL shall have no obligation to pay to the Expert any amounts owed to Expert (whether invoiced or otherwise) for such Services; for Services that have been paid for but not performed, the Expert shall reimburse the applicable Charges to TPL within 10 days of receipt of an invoice for the same from TPL; 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; and termination or expiry of this Agreement shall not affect any of the 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 this Agreement which existed at or before the date of termination or expiry. Confidentiality Each party undertakes that it shall not at any time during the Term, 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 or of any of its Group Companies, except as permitted by clause 11.2. Each party may disclose the other party's confidential information: to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under 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 clause 11; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement. Notices Any notice given to a party under or in connection with this Agreement shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service; or sent by email, in each case to the address specified in the Project Scope (or, where no notice details are set out in the Project Scope, either to the registered address of each party or (in the case of email) to info@threadneedlepartners.com (for TPL) or the email address of the Expert to which the Project Scope is sent (for the Expert)), as may be updated by written notice from time to time. Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am] on the second Business Day after posting; or 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 clause 12.2.3, 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. General Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The Expert shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without TPL's prior written consent. TPL may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement to any of its Group Companies. If TPL wishes to novate this Agreement to any of its Group Companies, it shall notify the Customer of the same at least 14 days in advance of such intended novation and the Customer shall promptly enter into an agreement provided by TPL documenting such novation, unless within 7 days of TPL notifying the Customer of the intended novation the Customer has notified TPL that the novation of this Agreement from TPL to the applicable Group Company will have a material adverse effect on the performance of the Services (in which case the parties shall enter into good faith discussions with the aim of resolving such concerns). 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. Each party acknowledges that in entering into this Agreement it does not rely on and 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 or negligent misstatement based on any statement in this Agreement. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 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. 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. 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 13.10 shall not affect the validity and enforceability of the rest of this Agreement. 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. Each party at its own cost agrees to do and execute and perform such further deeds, documents, assurances, acts and things as may be required to give effect to the terms, intent and purposes of this Agreement. 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. 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, provided that the foregoing is without prejudice to each party's right to seek injunctive or other interlocutory relief in any court of competent jurisdiction.