1. Early termination
1.1 Complete Licensing Limited shall provide the services described in the Letter of Engagement (the Services), to the Client unless and until this agreement is terminated by either party giving to the other not less than 4 weeks’ prior written notice or as otherwise agreed in this writing.
1.2 Complete Licensing Limited may at any time terminate its service with immediate effect if the Client is in material breach of any of its obligations under this agreement.
2. Duties of Complete Licensing Limited
2.1 Complete Licensing Limited shall use its best endeavours to promote the interests of the Client
2.2 If Complete Licensing Limited is unable to provide the Services due to illness or injury Complete Licensing Limited shall notify the Client as soon as reasonably practical.
2.3 Complete Licensing Limited will comply with the Client’s policies on information and communication systems and any other policy agreed in writing between the Client and Complete Licensing Limited.
2.4 Complete Licensing Limited may appoint subcontractors to perform any of the services. The Client will continue to pay Complete Licensing Limited’s fee as provided in clause 4.1 below and Complete Licensing Limited shall be responsible for the remuneration of (and any expenses incurred by) the subcontractor. For the avoidance of doubt, the subcontractor will be subject to all duties and obligations under clause 2.3 of this agreement.
2.5 Complete Licensing Limited shall ensure that its staff are available on reasonable notice to provide such assistance or information as the Client may require.
3. Other Obligations
3.1 The Client must comply with the Bribery Act 2010. Failure to do so may result in the immediate termination of this agreement.
3.2 The Client must not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence under the Criminal Finances Act 2017. Failure to do so may result in the immediate termination of this agreement.
4. Fees and Expenses
4.1 The Client will pay Complete Licensing Limited its agreed fee. Complete Licensing Limited shall submit invoices to the Client at the times agreed with the Client. The Client will pay such invoices within 7 days of receipt OR at the times agreed in writing in advance.
4.2 The Client shall reimburse all of Complete Licensing Limited’s reasonable expenses incurred in providing the services, which expenses shall be detailed in the invoices submitted pursuant to clause 4.1, and / or those expenses agreed in advance as necessary for the proper performance of the services within 7 days of receipt of an invoice in respect of such services.
4.3 The Client is NOT entitled to offset any sums payable to Complete Licensing Limited against any amounts owing by Complete Licensing Limited to the Client.
4.4 Should the Client fail to meet their obligations under clause 4.1 or 4.2, the Client agrees to pay a “Late payment surcharge” of £1,500+ VAT additional interest 8 % PA on all overdue amounts. The Client will also pay any recovery costs incurred.
5. Other activities
5.1 Complete Licensing Limited may be engaged, employed or concerned in any other business, trade, profession or any other activity. For the avoidance of doubt even if this interest conflicts with any of the Clients’ interests.
5.2 However, Complete Licensing Limited will inform the Client before engaging with another client that it believes, in its absolute discretion, may conflict with the Client’s business.
6. Confidential information and Client property
6.1 The Client or Complete Licensing Limited shall not use or disclose to any person either during or at any time after our engagement any confidential information about the business or affairs of the other [or any other company in its group] or any of its business contacts, or about any other confidential matters which may come to its attention. For the purposes of this clause 6, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the parties [or any other entity affiliated with it] or any of its business contacts.
6.2 The restriction in clause 6.1 does not apply to:
6.2.1 any use or disclosure authorised by the either party or as required by law;
6.2.2 or any information which is already in, or comes into, the public domain otherwise than as a result of breach of the terms of this agreement.
7. Data protection
7.1 For the purposes of this clause, Data Protection Legislation includes the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation relating to data protection and privacy, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and Data Protection Act 2018.
7.2 Complete Licensing Limited shall, in relation to any Personal Data processed:
7.2.1 process that Personal Data only on written instructions of The Client;
7.2.2 keep the Personal Data confidential;
7.2.3 comply with The Client’s reasonable instructions with respect to processing Personal Data;
7.2.4 not transfer any Personal Data outside of the European Economic Area without The Client’s prior written consent;
7.2.5 assist The Client at the Client’s cost in responding to any data subject access request made of The Client and to ensure compliance with The Client’s obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
7.2.6 promptly notify The Client on becoming aware of a Personal Data breach or communication which relates to your or the Client’s compliance with the Data Protection Legislation;
7.2.7 at the written request of The Client, delete or return Personal Data and any copies thereof to the The Client on termination of this agreement unless otherwise required by the Data Protection Legislation or by these Terms and Conditions; and
7.2.8 maintain complete and accurate records and information to demonstrate compliance with this clause.
7.11 Complete Licensing shall maintain appropriate technical or organisational measures, reviewed and approved by Complete Licensing Limited, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. Such measures shall be appropriate to the harm that could result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:
7.11.1 pseudonymising and encrypting Personal Data;
7.11.2 ensuring confidentiality, integrity, availability and resilience of its systems and services;
7.11.3 ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
7.11.4 regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
7.12 Complete Licensing Limited may, with the prior written consent of The Client, appoint a third party processor of Personal Data to perform its obligations under this agreement. Where Complete Licensing Limited appoints a third party processor, it confirms that it shall enter into a written agreement with such processor on terms which are substantially the same as the provisions of this clause 7.
7.13 Notwithstanding the subsections of this Clause 7 above, The Client is liable for and shall indemnify Complete Licensing Limited and any entity affiliated with it against, any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Client or any third party processor of the Data Protection Legislation, and shall maintain in force full and comprehensive insurance policies to cover such liability.
8. Parties’ Liability
8.1 Complete Licensing Limited’s Liability to The Client:
What we don’t accept liability for: We don’t accept any liability for:
8.1.1 advice given by us based on information or materials provided by you or anyone else which, knowingly or not, was incomplete, incorrect or misleading
8.1.2 advice given by any other professionals (such as accountants, tax advisers or foreign lawyers), including where we’ve recommended them or instructed them on your behalf
8.1.3 advice given by us in relation to documents that are governed by the laws of another country, where you’ve decided not to obtain local advice
8.1.4 any decisions made by you based on opinions given by us of a commercial or legal nature
8.1.5 any changes to your situation or changes to the law or how it’s interpreted after we’ve given any advice, unless we should reasonably have known about such changes at the time
8.1.6 any failure or delay in providing our services which is caused by us having to comply with legal or regulatory requirements
8.1.7 any loss or damage incurred by any person other than you who relies upon, or acts or fails to act upon, any advice given by us to you
8.1.8 any loss or damage outside our reasonable control
8.1.9 any direct or indirect losses of anticipated savings, contracts, goodwill, opportunities, profits, revenues or any indirect or consequential loss or damage
8.1.10 Limit of liability £250,000
8.1.11 Unless our instruction form proposes a lower limit, our total liability for any claim or series of claims arising from the same circumstances, is limited to £250,000
8.1.12 If you’re a consumer, we’re responsible for loss or damage you suffer that is a foreseeable result of our breach or our failing to use reasonable care and skill
8.1.13 In any case, our liability will be limited to a fair proportion of any loss or damage (including interest and costs) ordered against us by any court that is competent to make such an award
8.1.14 No limit applies to our liability for death or personal injury resulting from our negligence, fraud or for any liability which can’t be excluded or limited by law
8.2 The Client’s Liability to Complete Licensing
8.2.1 The Client is liable for and shall indemnify Complete Licensing Limited [and any entity affiliated with it] against, any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Client or any entity affiliated to or engaged by the Client of the terms of this agreement, including arising from any negligent or reckless act, omission or default and the Client shall maintain in force adequate insurance cover with reputable insurers acceptable to the Complete Licensing Limited.
9. Directors’ Guarantee
9.1 The directors (from time to time) of the Client hereby, jointly and severally, irrevocably and unconditionally guarantee the obligations of the Client in respect of the payment of all amounts due to Complete Licensing Limited (or any affiliated entity) pursuant to this agreement.
10. Variation
10.1 This agreement may only be varied by a document signed by both the Client and Complete Licensing Limited.
11. Third party rights
11.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than you and the Client shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.
12. Governing law
12.1 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.
13. Jurisdiction
13.1 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 noncontractual disputes or claims).
