Terms of Business

You agree that the following terms and conditions together with a statement of work (“SOW”) (together the “Agreement”) bind us both

1. Definitions

1.1 The following words shall have the following meanings: 

“Client Materials” means all materials, equipment and tools, drawings, specifications and data supplied by you to High Fifteen;

“Confidential Information means information in whatever form relating to your business, including information in whatever form relating to your business, including but not limited to information regarding future strategies, expansion plans, staff, clients and upcoming projects:

“High Fifteen” means High Fifteen Limited of Moose Accounting Studio 520 Green House, Custard Factory, Gibb Street, Birmingham, West Midlands, United Kingdom, B9 4DP;

“UK Data Protection Legislation” means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as amended or superseded from time to time (“EU GDPR”); the EU GDPR as it forms part of the law of the United Kingdom by virtue of section 3 of the UK European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018;

"Deliverables" all documents, products and materials developed by High Fifteen as part of or in relation SOW;

“Intellectual Property” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) 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.

"Services" means the services described in each SOW;

“you” or” your” means the party named as the Client in each SOW.

2. Statement of Work

2.1 Your Statement of Work, is binding once signed by both parties and supersedes all other terms, including those on any SOW.  

2.2 Each SOW shall form a separate agreement and shall be governed by these Terms of Business. In case of any conflict between these Terms of Business and a SOW, the terms of the SOW shall prevail for that specific project.

3. Supply of Services 

3.1 High Fifteen will perform the Services with reasonable care and skill and use reasonable endeavours to perform the Services in accordance with the service description set out in SOW.

3.2 High Fifteen will ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality, accurate and are fit for purpose.

3.3 High Fifteen will comply with all applicable laws, statutes, regulations from time to time in force and shall not be liable if, because of such compliance, High Fifteen is in breach of any of High Fifteen’s obligations set out in any SOW.

3.4 High Fifteen will observe all reasonable health and safety rules and regulations and security requirements that apply at any of your premises and have been communicated to High Fifteen in writing.  High Fifteen accepts no liability to you if, because of such observation, High Fifteen is in breach of any of High Fifteen’s obligations set out in any SOW.

3.5 High Fifteen will take reasonable care of all Client Materials in High Fifteen’s possession and return them to you upon written request upon at least 7 days notice. 

4. Your Obligations

You shall cooperate with High Fifteen in all matters relating to the Services which includes providing such information, materials and data as High Fifteen may require in a timely manner, and ensure that it is accurate and complete in all material respects (if applicable); provide High Fifteen with access to the senior members of your team; agree goals and targets with High Fifteen; and obtain and maintain all necessary licenses and consents and comply with all relevant legislation.

5. Rescheduling

You may be entitled to re-arrange the Services in accordance with the terms of the relevant SOW.  

6. Term and Termination

6.1 This Agreement commences on the date the SOW is signed by both parties and continues until expiry or terminated in accordance with these Terms of Business.

6.2 Notwithstanding clause 6.1 if you are a consumer, the SOW sets out rights to cancel the Services during a cancellation period. 

6.3 Either party may terminate this Agreement or an individual SOW for material breach (include payment of charges) if the breach is not remedied within 30 days of notice.

6.4 On termination or expiry of a SOW for whatever reason, you shall immediately pay to High Fifteen all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, High Fifteen may submit an invoice, which shall be payable immediately on receipt.

6.5 High Fifteen has the right to terminate this Agreement or an individual SOW if you are racist, derogatory or display threatening behaviour during the term of the SOW.

6.6 Upon termination or expiry of a SOW, the parties will any provision that expressly or by implication is intended to come into or continue in force on or after termination of the agreement shall remain in full force and effect.

7. Charges and Payment

7.1 In consideration of the provision of the Services, you shall pay High Fifteen the charges specified in the relevant SOW.  High Fifteen will include expenses such as travel, subsistence and accommodation incurred, if you are based outside of London.

7.2 High Fifteen shall issue invoices in accordance with the payment terms in each SOW. 

7.3 You shall pay each invoice within 14 days of receipt unless specified otherwise in the SOW, subject to your right to raise any bona fide disputes to us promptly in writing. 

7.5 High Fifteen may suspend services if you do not pay on time and Interest on late payments shall accrue daily at 4% per annum above the Bank of England base rate, but at 4% per annum when the base rate is below 0%.

8. Relationship of the Parties

8.1 High Fifteen is engaged as an independent contractor and not as your employee, agent, or partner.

8.2 Nothing in this Agreement shall create a partnership, joint venture, or employment relationship.  High Fifteen shall be responsible for income tax, national insurance and other tax liabilities 

9. Intellectual Property

9.1 High Fifteen shall retain ownership of all Intellectual Property Rights in the Deliverables, any recordings of the Services, tools, methods, and materials developed independently or in the course of the Services unless otherwise agreed in the relevant SOW.

9.2 You shall retain ownership of the Client Materials including all Intellectual Property Rights and you grant High Fifteen a limited, non-exclusive, and revocable licence to use your Client Materials solely for the purpose of delivering the Services.

9.3 You are granted a licence to use the Deliverables for the duration of the Services provided under the relevant SOW unless otherwise agreed in the relevant SOW.

9.4 You may be granted a licence to use recordings provided under a SOW for internal purposes and duration defined therein.

9.5 You shall indemnify High Fifteen in full for any reasonable costs and sums awarded by a court against High Fifteen arising out of or in connection with a claim brought against High Fifteen for infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Client Materials by High Fifteen.

10. Confidentiality

10.1. Each party shall keep the other party’s confidential information private and shall not disclose it without prior written consent, except as permitted by clause 10.2

10.2 High Fifteen may disclose the Confidential Information: 

(a) to disclose that you are working together on the company’s or founder’s social media channels, website and in marketing materials, with your prior consent;

(b) where the information was publicly available or known prior to being disclosed; 

(c) where the information comes to the attention of High Fifteen independently of this agreement; and 

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

11. Data Protection

11.1 Each party shall comply with applicable UK data protection legislation.

11.2 You are the Data Controller, and High Fifteen is the Data Processor in respect of any personal data shared for the purposes of this Agreement. You are responsible for obtaining any consents required by UK Data Protection Laws, as well as providing and ensuring the accuracy of any notices required to disclose personal data to High Fifteen for use for the purposes of the Services.

11.3 High Fifteen will only process the personal data on your documented written instructions unless High Fifteen is required by UK Data Protection Legislation to otherwise process that personal data. 

11.4 High Fifteen will only record the Services on your written request or with your prior written consent.  The recordings will be stored in accordance with High Fifteen’s data protection obligations and privacy https://www.highfifteen.com/privacy-policy.

12. Force Majeure

12.1 The parties shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform their obligations under this Agreement due to any event or circumstance which is beyond their reasonable control. including but not limited to an act of God, flood, drought, pandemic, epidemic, fire and/or terrorist attack.

12.2 If the delay continues for a period of 30 days, either party may terminate or cancel the relevant SOW. 

13. Problems with the Services

13.1 In the unlikely event that there is any problem with the Services you must inform High Fifteen in writing as soon as reasonably possible and no later than 7 days from the date of the delivery of the Services. We will try to resolve your concerns promptly and within 14 days.

13.2 If you are a consumer, you can ask High Fifteen to repeat or fix the Services if they’re not carried out with reasonable care and skill or get some of the charges back if High Fifteen can't fix them. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in this Agreement will affect your consumer rights.

13. Limitation of Liability

13.1 Subject to clause 9.5 the parties’ total liability under this Agreement shall not exceed the total fees paid by you in the 12 months preceding the claim.

13.2 Nothing in this Agreement shall limit or exclude liability for death, personal injury, fraud, or other liability that cannot be limited by law.

13.3 High Fifteen will not be liable for any consequence or liability arising from your failure to cooperate with High Fifteen in all matters relating to this Agreement (including access we may require to any information, materials or systems, and all necessary consents or approvals we may require to access, use or modify data in the provision of the services) and you must pay for costs we incur due to your failure.

13.4 If High Fifteen's performance of their obligations under the Agreement is prevented or delayed by any of your acts or omissions, or those of your agents, subcontractors, High Fifteens or employees, High Fifteen shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay; be entitled to payment of the Charges despite any such prevention or delay; and be entitled to recover any additional costs, charges or losses High Fifteen sustains or incurs that arise directly or indirectly from such prevention or delay.

13.5 Under no circumstances will either party be liable for loss of profits; loss of sales or business; loss of agreements; 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.

14. Assignment and subcontracting

High Fifteen may assign or subcontract all or any portion of their rights or obligations under the Agreement or a SOW (and High Fifteen retains responsibility for their performance).  High Fifteen will notify you in writing if the contact providing the Services under a SOW is to change.

15. Variation

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

16. Waiver

Delay or failure to exercise any right or remedy does not constitute a waiver of them.

17. Severance

If any term or condition of this Agreement is or becomes invalid, illegal or otherwise enforceable, it shall be severed without affecting the remaining terms and conditions.

18. Third Party Rights

This Agreement does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term.

18. Non-solicitation

During the term of this Agreement, and for a period of six months from its termination or expiry, you agree not to employ directly or indirectly, induce, entice or solicit for employment any member of High Fifteen’s personnel. 

19. Notices

Notices must be in writing and may be delivered by email to the addresses provided in the relevant SOW.

20. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

21. Entire Agreement

This Agreement along with all relevant documents referred to herein, contains all the information regarding the subject matter of this Agreement and replaces all contemporaneous agreements and understandings, whether oral, or written between you and High Fifteen.  We both acknowledge that we have not relied on any third-party statements, warranties or representations relating to this Agreement and agree we can only enforce our rights and remedies under this Agreement.