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Claire Marshall Limited trading as Brand Mixology - Standard Terms of Business (Consulting Services)

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply to these Terms.

  • Contract: the contract between you and us for the supply of Services in accordance with these Terms.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
  • Services: the consulting and strategic advisory services that we are providing to you on these Terms.
  • Terms: the terms and conditions set out in this document.
  • writing or written: includes email.

1.2 The headings do not affect the interpretation of these Terms.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

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

2. Basis of Agreement

2.1 These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.

2.2 A contract shall be formed between us (“Contract”) upon you instructing us to commence work in relation to the Services (whether in writing, including by email, or orally) and shall continue unless and until terminated in accordance with clause 6 below.

2.3 The minimum term of the Contract for VIVID implementation work shall be six (6) months (“Initial Term”). You may not terminate the Contract prior to that date, save for the 30-day service guarantee cooling-off period which applies at the start of the Initial Term. After the Initial Term, the Contract shall continue unless terminated in accordance with these Terms.

2.4 These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.

3. The Services

3.1 We shall provide the Services with all due care, skill and ability and shall use our reasonable endeavours to meet any timescales set out in our correspondence with you, but
these dates are estimates only and if we fail to meet these dates you shall not have any legal rights in relation to this.

3.2 We shall provide the following Services to you: strategic marketing consulting, business audits, brand clarity and messaging frameworks, VIVID implementation programmes, and other related advisory and consulting services (“Services”).

3.3 Any descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our brochures or proposals do not form part of the Contract and are for illustration purposes only.

4. Fees and Payment

4.1 The charges for the Services are as set out in our correspondence with you.

4.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount agreed in writing. For audits and projects, 50% of the agreed fee shall be payable in advance, with the balance payable on delivery.

4.3 For retainer Services, fees shall be payable monthly in advance via direct debit. Retainers have a minimum Initial Term of six (6) months.

4.4 Deposits may be requested to secure future work, typically 10% of the contract value unless otherwise agreed in writing.

4.5 Invoices must be paid in full, and in cleared funds by the payment method specified on the invoice, within seven (7) days of the date of the invoice (unless otherwise stated on the invoice).

4.6 We may charge you for travel or additional costs reasonably incurred in providing the Services, but only where such costs have been pre-agreed with you.

5. Other Activities

Nothing in these Terms shall prevent us from being involved in any other business, provided this does not cause us to breach our obligations under these Terms.

6. Termination

6.1 Subject to the Initial Term, either of us may terminate this Contract on one (1) month’s notice for any reason with no liability to the other (apart from liabilities that had already accrued).

6.2 You may terminate this Contract if we commit any serious or repeated breach of any provision of this Contract and such breach is not remedied within 14 days of notification.

6.3 We may terminate this Contract with immediate effect with no liability to provide any further services to you if:
(a) you fail to make a payment when due;
(b) you commit any act which in our reasonable opinion brings us into disrepute or is
materially adverse to our interests;
(c) you commit any serious or repeated breach of these Terms; or
(d) any insolvency event occurs.

6.4 On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable.

7. Confidentiality and Data

7.1 We acknowledge that we may have access to confidential information about your business, suppliers and customers in the course of providing the Services. We shall not use or disclose such confidential information except where necessary to perform the Services or as required by law.

7.2 You will keep confidential all information about our business, frameworks, and materials.

7.3 We comply with applicable UK data protection law (including UK GDPR).

8. Intellectual Property

8.1 All Intellectual Property Rights in the VIVID framework, Brand Mixology methodologies, and any materials provided by us shall remain the exclusive property of Clare Marshall Limited. Nothing in these Terms operates to transfer ownership of such rights.

8.2 We grant you a non-exclusive licence to use any deliverables provided to you under the Services solely for your internal business purposes.

8.3 You may not copy, adapt, or share our frameworks, methods, or materials with any third party without our prior written consent.

9. Non-Solicitation

You agree that for a period of 12 months following the end of the Contract, you will not engage directly with any subcontractors, associates, or Brand Mixology Partners introduced by us in the course of delivering the Services, except through us.

10. Client Obligations

You agree to:
(a) attend scheduled meetings;
(b) provide timely access to your team, systems, and information reasonably required for us to deliver the Services; and
(c) ensure that any information provided is accurate and complete.

11. Limitation of Liability

11.1 Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be excluded under English law.

11.2 Our total liability under or in connection with this Contract shall not exceed the fees paid by you to us in the 12 months preceding the claim.

11.3 We do not guarantee any specific financial or commercial results from the Services.

11.4 All warranties and conditions implied by law are excluded to the fullest extent permitted.

12. General

12.1 Our relationship is that of independent contractor. Nothing in these Terms makes us your employee, worker, agent, or partner.

12.2 We may assign or subcontract our rights and obligations under these Terms. You may not assign without our written consent.

12.3 These Terms may be varied by us at any time (other than fees already agreed).

12.4 If any provision of these Terms is found invalid, the remainder shall continue in force.

12.5 A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999.

12.6 These Terms and any dispute arising under them shall be governed by English law, and we both submit to the exclusive jurisdiction of the English courts.