These are our terms of business
Schedule 1 – Standard Terms of Business
These Terms apply to the services provided by The Escape Design Co. Ltd, whose registered office is at Barnsgrove, White Lane, Greywell, Hook, Hampshire, England, RG29 1GF (company number 03523822) (“The Escape”).
These Terms govern the provision of brand, strategy, marketing, creative, digital, experience design, and related consultancy services (“Services”) supplied by The Escape to the person, firm or company purchasing those Services (“Client”), as described in a statement of work, proposal, scope document or other written instruction issued or agreed by the parties (“Statement of Work” or “SOW”).
These Terms together with the relevant SOW form the agreement between the parties (“Agreement”). In these Terms and each SOW, The Escape and the Client shall each be referred to as a “Party” and together as the “Parties”.
If there is any conflict between these Terms and a Statement of Work, the Statement of Work shall take precedence.
1. Engagement and Scope
1.1 These Terms shall govern all Services supplied by The Escape to the Client, regardless of whether provided on a consultancy, project, campaign, retainer or
other engagement basis, or otherwise. No other terms shall apply unless expressly agreed in writing by The Escape and the Client and executed by their respective representatives.
1.2 The Escape provides a range of brand, strategy, marketing and experience services which may be delivered individually or in combination as specified in the relevant Statement of Work. These may include without limitation:
a. Strategy Services – including brand positioning, brand architecture, brand narrative development, audience insight, organisational and culture diagnostics, go-to-market strategy, internal brand strategy and related strategic advisory services.
b. Marketing and Campaign Services – including campaign strategy, content development, social media and email marketing, performance marketing, and related promotional or engagement activities.
c. Creative and Brand Design Services – including brand identity design, creative concept development, visual design systems, messaging frameworks, creative assets, and related brand communications.
d. Production Services – including the sourcing, procurement, production, fabrication, printing, installation and delivery of physical or digital assets, materials or experiences.
e. Digital and Platform Services – including website design and development, digital platform development, UX/UI design, digital optimisation, hosting support, and related digital experience services.
f. Experience and Activation Services – including events, exhibitions, brand activations, internal engagement campaigns, and experience design.
g. Consultancy and Advisory Services – including strategic consulting, brand advisory, culture and capability consulting, and related professional services.
h. Project Delivery and Account Management – including programme management, project delivery oversight, stakeholder engagement, reporting and governance support.
1.3 The Escape shall perform the Services:
a. with the degree of skill, care, and diligence reasonably expected of a competent provider of services of a similar scope and complexity;
b. in compliance with all applicable laws, regulations, professional standards, and industry best practices;
c. through appropriately skilled, competent and experienced personnel who are adequately supervised; and
d. in a professional and timely manner, so as to minimise, insofar as reasonably practicable, disruption to the Client’s business operations.
1.4 Where the Services require the use of third-party suppliers, The Escape may engage such suppliers on behalf of the Client.
1.5 Where Deliverables (including creative materials, designs, reports, documents, marketing assets, digital platforms, strategy outputs or other work products produced as part of the Services) are to be provided under this Agreement:
a. the Deliverables shall conform in all material respects to the specifications set out in the applicable SOW;
b. delivery dates are indicative only and shall not be binding unless expressly designated as fixed dates in the SOW;
c. Deliverables shall be subject to acceptance where applicable, in accordance with Clause 1.6;
d. Deliverables shall be deemed accepted on the earlier of:
(i) the Client’s written confirmation of acceptance; or
(ii) ten (10) days following delivery; or
(iii) any alternative acceptance procedure or timeframe expressly specified in the relevant Statement of Work, unless the Client has notified The Escape in writing of any material defects within that period.
1.6 Acceptance:
a. Where Deliverables are provided under a Statement of Work, the Client shall review the Deliverables and notify The Escape in writing of any material issues or requested amendments within ten (10) Business Days of delivery.
b. If the Client does not provide such notice within that period, the Deliverables shall be deemed accepted.
c. Where the Client provides comments or amendment requests within the review period, such requests shall be treated as revisions in accordance with clause 9B.
d. Delays caused by the Client’s failure to provide feedback, approvals, information or materials required for the provision of the Services may result in revised delivery timelines.
1.7 Support Period:
a. Where the Services include the development and launch of a website or digital platform, The Escape shall provide a 30-day post-launch support period commencing from the date of launch (“Support Period”).
b. During the Support Period, The Escape shall use reasonable endeavours to remedy any material defects in the Deliverables which cause them not to conform in all material respects with the applicable Statement of Work, provided that such defects are notified to The Escape in writing during the Support Period. For the purposes of this clause, a “defect” means a failure of the Deliverables to perform substantially in accordance with the agreed specification and does not include:
- changes requested by the Client beyond the agreed scope;
- issues caused by modifications made by the Client or third parties; or
- minor enhancements, improvements or usability changes.
c. Any work falling outside the scope of this clause may, unless otherwise agreed be treated as additional Services and may be subject to additional Fees.
2. Definitions and Interpretation
2.1 The definitions and rules of interpretation in this clause apply to the Agreement.
i. Agreement shall mean these Terms together with any SOW executed by the Parties from time to time.
ii. Business Day means a day, other than a Saturday, Sunday, public holiday in England when banks in London are open for business, or between the 23rd of December to the first weekday of the following January;
iii. Business Hours means 9.00 am to 5.30 pm on Business Days;
iv. Commencement Date means the earlier of the date of the first SOW executed between The Escape and the Client or such date that The Escape commences to provide Services to the Client based on any agreed quote, proposal or SOW as the case may be; or such date which has been agreed between the parties as the commencement date in the SOW;
v. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Legislation;
vi. Client means the party ordering the Services whose full details are set out in the SOW;
vii. Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the U UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, as each of the foregoing may be updated, replaced or amended from time to time; 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 (including,without limitation, the privacy of electronic communications);
viii. Fee(s) has the meaning given to it in clause 4.2;
ix. Services means the strategy, marketing, creative, brand, digital, experience design and consultancy services provided by The Escape to the Client as described in the applicable Statement of Work;
x. UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
2.2 Clause, appendix and paragraph headings and any table of contents are included for convenience only and are not intended to and shall not affect the of interpretation of this agreement.
2.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.4 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
2.5 A reference to a statute or statutory provision is a reference to it as amended, extended, consolidated, replaced, superseded, re-enacted or otherwise converted,modified or incorporated into law from time to time.
2.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.7 A reference to writing or written includes email.
2.8 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2.9 References to clauses and appendices are to the clauses and appendices of this Agreement. References to paragraphs are to paragraphs of the relevant Appendix.
2.10 The appendices 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 appendices. If there is an inconsistency between any of the provisions in the main body of this Agreement and the appendices, the provisions in the main body of this Agreement shall prevail.
3. Fees and Payment
3.1 In consideration for the provision of Services, the Client shall pay The Escape the Fees payable by the Client for the supply of Services by The Escape as set out in each SOW (“Fees”). Clause 3.2 shall apply if the Services are to be provided on a time and
materials basis, and clause 3.3 shall apply if the Services are to be provided
for a fixed price. The remainder of this clause 3 shall apply in either case.
3.2 Where the Services are provided on a time-and-materials basis:
(a) the Fees payable for the Services shall be calculated in accordance with The Escape’s current rates as shown in the relevant SOW and, shall be calculated according to the number of days worked (plus any days in notice if not worked) by each of The Escape’s Consultants, (as defined in clause 6);
(b) The Escape’s standard daily fee rates are based on a standard working day, which for The Escape’s Consultants working at the Client’s premises shall be
the Client’s normal office hours at those premises or otherwise shall be 7.5 hours per day. Any additional hours in excess of the working day will be mutually agreed in advance.
(c) Time worked by any single consultant in excess of 7.5 hours on any working days will be charged at 1.5 times the hourly rate. Any weekend work
(including Sundays and Bank/Public Holidays) will be charged at double time. Travel time, other than time spent travelling from a local residence to the location at which the Services are normally provided (as set out in the relevant SOW) will be chargeable in addition to and at the same time as the above working hours.
3.3 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the SOW. The total price shall be paid to The Escape (without deduction or set-off) in instalments as set out in the SOW on it achieving the corresponding completion of the Services. On achieving completion of such Services, The Escape shall invoice the Client for the Fees, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in clause 3.7.
3.4 Expenses
(a) Unless otherwise agreed in a SOW, all Fees are exclusive of expenses. All
reasonable expenses including without limitation production costs,
media spend, third-party suppliers, printing, photography, videography,
event venues, travel and accommodation reasonably incurred by The
Escape in Connection with the Services (“Expenses”), and the cost of any
materials or Services reasonably and properly provided by third parties
required by The Escape for the supply of the Services) will be reimbursed by
the Client at cost.
(b) The Client shall reimburse The Escape for any Expenses as soon as is
reasonably practicable following The Escape’s submission of written
statements and receipts and in any event within thirty days of such submission.
3.5 Taxes – All fees and expenses are specified exclusive of taxes. The Client will be responsible for paying any such applicable taxes, including VAT, at a rate in force at the time such liability arises.
3.6 Invoices – Fees and related expenses will be invoiced at earlier of:
(a) the end of the month in which they are provided/incurred;
(b) upon earlier completion or termination of the Services; or
(c) as may otherwise be specified in a SOW.
3.7 Payment The Client will pay all valid invoices within 30 days from the relevant invoice date unless otherwise specified in the SOW in pounds sterling (£GBP). In the event of late payment, The Escape reserves the right to suspend the provision of Services and to charge interest on amounts overdue at the rate of 8% per annum above the annual base rate of Bank of England in force from time to time but at 8% a year for any period where the base rate is below 0%. Notwithstanding any provisions in a SOW or other document concerning acceptance of work products, any productive commercial use of a work product by the Client will be deemed as acceptance such work product by the Client, and payment for such work product will become due immediately in accordance with these Terms. Time of payment shall be of the essence in this Agreement.
3.8 Estimates – Where The Escape has provided an indication of the time and/or resources required to provide the Services it will seek to achieve satisfactory results within that period and with those resources but any such indication is only an estimate and is not binding unless expressly stated as a fixed fee in a SOW.
3.9 Cancellation – Unless otherwise agreed in a SOW, a 60 working days’ notice is required for cancellation of resources reserved through execution of a SOW. If 60 working days’ notice, unless otherwise stated, is not received for cancellation, then 100% of fees for such a SOW is payable and will be invoiced accordingly as per these Terms.
3.10 The Escape may, without prejudice to any other rights it may have, set off any liability of the Client to The Escape against any liability of The Escape to the Client.
4. Intellectual Property Rights
4.1 In this clause “IP” means all intellectual property rights including patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, business names, domain names, rights in get-up, rights in goodwill or to sue for passing off, design rights, database rights, and rights in confidential information (including know-how and trade secrets), together with all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection subsisting now or in the future anywhere in the world, whether registered or unregistered, including rights in creative works, designs, brand assets,
digital materials, marketing content and other work products.
4.2 Subject to clause 4.5 below, the Client will own the IP in all documents, designs, reports, marketing materials, creative assets, digital outputs and other work products expressly identified in a SOW as deliverables, developed by The Escape or its agents and personnel as part of or in relation to the Service, upon payment in full for all Services relating to such Deliverables and any and all monies then due from the Client to The Escape under this Agreement.
4.3 The Escape retains ownership of all underlying methodologies, concepts, processes, frameworks, templates, know-how and working materials developed or used in the course of providing the Services (“Agency Materials”). Where Deliverables incorporate materials, software, content or intellectual property owned by third parties (“Third Party Materials”), such materials shall remain the property of the relevant third party and shall be subject to the applicable third-party license terms.
4.4 If there are any pre-existing materials supplied by the Client to The Escape in tangible form in order to enable The Escape to develop the Deliverables and/or provide the Services (“Client Materials”), the Client shall retain ownership of the Client Materials but grants The Escape a fully paid-up, non-exclusive, royalty free licence to use such Client Materials for all purposes necessary in order to develop the Deliverables and/or provide the Services.
4.5 The Client warrants and represents that:
(a) it is the sole and beneficial owner of, and owns all IP and other rights and interest in, the Client Materials;
(b) it is unaware of any infringement or likely infringement of the IP in the Client Materials;
(c) all IP in the Client Materials are valid and subsisting and do not and will not infringe the rights of any third party; and
(d) the use of the Client Materials by The Escape (or any other person) pursuant to the Contract shall not infringe the rights of any third party.
4.6 The Client shall indemnify The Escape in full against any sums awarded by a court against The Escape for infringement of a third party’s rights including any IP arising out or in connection with the receipt or use of the Client Materials by The Escape.
4.7 Subject to clause 4.8, The Escape (or its licensors, as the case may be) shall retain ownership of all IP:
(a) in any documents, materials or systems, tools or content owned by The Escape (or The Escape’s licensors) which existed prior to the commencement of this Agreement;
(b) any Agency Materials which are enhanced, developed or modified in any way in the course of providing Services or outside the scope of this Agreement;
(c) and any materials, systems or tools which may be incorporated into a Deliverable together referred to as (“Background Material”).
4.8 To the extent that any Background Materials are incorporated into a Deliverable, ownership shall remain with The Escape (or its licensors, as the case may be).
However, The Escape shall grant to the Client a fully paid-up, non-exclusive, worldwide royalty free license to use such Background Material for its internal business purposes, provided at all times that:
(a) where Background Materials incorporate any documents, materials or systems owned by a licensor of The Escape, The Escape will use its reasonable endeavours to procure the grant of a licence on the above terms but does not guarantee that it will be able to do so; and
(b) the Client shall not be entitled to sell, market, licence, sub-licence, distribute, assign, transfer or otherwise grant any right in the Background Materials to any third party.
4.9 The Escape shall use reasonable endeavours to ensure that the Client receives the benefit of any necessary licence to use such Third-Party Materials as part of the Deliverables.
4.10 The Client shall not attempt to, nor permit any third party to, or to attempt to, at any time during the term of the Agreement or at any time thereafter remove, erase or tamper with any copyright notice or trademark printed or stamped on, affixed to, or encoded or recorded in or on the Background Material, Third-Party Materials or the Deliverables.
4.11 To the extent that the Client is granted rights to copy, modify, translate, de-compile or otherwise use the Background Materials by applicable law in addition to the rights expressly permitted herein, such rights are excluded by contract to the maximum extent permitted by applicable law.
4.12 The Client may make one single back-up copy of the Background Materials, which it acknowledges is the extent necessary for its lawful use. The Client shall record the location of such back-up copy and take steps to prevent unauthorised copy of it.
4.13 Notwithstanding the above but subject to clause 10, neither The Escape nor any subsidiary or holding company from time to time of The Escape will be prevented or restricted by this Agreement from developing and using any ideas, concepts, information, tools, designs or know-how relating to methods or processes of general application provided that doing so does not disclose or misuse the Client’s confidential information..
5. Data Protection
5.1 The Client warrants that, where it supplies any personal data to The Escape in order to enable The Escape to provide the Services, the Client has all necessary consents and permissions to do so.
5.2 When The Escape supplies any personal data (whether as part of a database or otherwise) to the Client as part of any Services or as part of any Deliverable (“Data”), the Client’s right and licence to use the Data is subject at all times to the terms and restrictions contained in the SOW. Ownership in such Data is not transferred to the Client, but the Client shall have a license to use such Data as permitted under the terms of the relevant SOW.
5.3 When The Escape are appointed to carry out “data-cleansing” services or to build data lists, The Escape will use reasonable care and skill in doing so. However, the Client acknowledges that personal data is of its nature subject to errors and
fluctuations, and therefore The Escape does not guarantee that all such data
will be complete and accurate and that its Services in this regard will be error-free.
5.4 The Parties have agreed to a separate Data Protection Addendum.
6. Personnel
6.1 The Escape shall determine the personnel assigned to perform the Services. The Escape may replace or reassign personnel involved in the provision of the Services where reasonably necessary, provided that any replacement personnel have appropriate skills and experience to perform the relevant Services.
6.2 Where specific individuals are identified in a Statement of Work, The Escape will use reasonable endeavours to ensure that those individuals remain involved in the provision of the Services for the duration stated in the Statement of Work, but The Escape reserves the right to replace such individuals where reasonably required due to availability, operational requirements or other reasonable circumstances. Nothing in this Agreement shall require the Services to be performed by any specific individual.
7. Client Obligations
7.1 The Client:
(a) shall co-operate with The Escape in all matters relating to the Services;
(b) agrees to provide without charge such facilities, working accommodation, administration support, information and services as The Escape may reasonably require to perform the Services. If The Escape is delayed or precluded from starting or continuing to work due to the non-availability of the Client’s personnel, records, data, computers or due to any other cause within the control of the Client, (including, by way of example, strategy documents, briefs, approvals or other relevant documentation not being provided in a timely manner), The Escape reserves the right to charge for any period of delay and shall not be liable for any costs Fees or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay; and
(c) shall provide, in a timely manner, such information and materials as
The Escape may reasonably require in order to supply the Services,
and ensure that such information is complete and accurate in all
material respects including but not limited to providing comments
and amendments on any draft Deliverables.
8. Supply of Services
8.1 Time shall not be of the essence in the provision of Services or delivery of any Deliverables and any timescales, dates or deadlines included in this Agreement or otherwise communicated to the Client by The Escape are estimates only. Delays in the provision of any of the Services shall not entitle the Client to:
(a) refuse to accept any further Services;
(b) withhold or delay payment for any Services;
(c) claim damages; or
(d) terminate the Contract.
9. Changes
9.1 Unless otherwise specified in the relevant Statement of Work, the Fees include up to 2 rounds of revisions to Deliverables.
9.2 A “revision” means a reasonable set of amendments requested by the Client to refine or adjust the Deliverables within the scope originally agreed in the Statement of Work.
9.3 Any additional revisions requested by the Client beyond the included revision rounds, or any revisions which materially alter the agreed scope, direction or requirements of the Deliverables, shall be treated as additional Services and may be subject to additional Fees. The Escape shall notify the Client of any applicable additional Fees prior to undertaking such additional work.
9.4 If the Client requests any change, addition or modification to the Services or Deliverables that falls outside the scope described in the applicable Statement of Work, The Escape may treat such request as a Change Request.
9.5 Where a Change Request results in additional work, resources, time or third-party costs, The Escape shall be entitled to charge additional Fees and may propose an updated Statement of Work or written variation setting out the revised scope, timetable and Fees.
9.6 The Escape shall not be obliged to commence any work relating to a Change
Request until the parties have agreed the revised scope and Fees in writing.
10. Term and Termination
10.1 Duration – This Agreement will apply from the Commencement Date stated in the SOW, if any, or where no Commencement Date is specified from the date of signature of the SOW by both parties. The Agreement will continue until all the Services have been provided unless it is terminated earlier in accordance with the terms set
out below.
10.2 Termination on Notice – This Agreement may be terminated by either party at any time by giving the other party at least sixty days written notice. Where the Client terminates this Agreement, the Client will pay The Escape for all Services provided up to the date of termination and for all reasonable and unavoidable costs which The Escape incurs as a result of the early termination, for example under any relevant sub-contract agreements entered into by The Escape or relocation costs.
10.3 Termination for Breach – Either party may terminate this Agreement by written notice with immediate effect if the other party is in material breach of any term of this Agreement (and (if such a breach is remediable) fails to remedy that breach within thirty days of that party being notified in writing to do so.
10.4 Termination for Insolvency – Either party may terminate this Agreement by written notice if the other party is unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator (or other such officer) appointed over the whole or part of its assets or calls a meeting of its creditors or ceases for any other reason to carry on its business.
10.5 Return of Property – Upon termination of this Agreement each party will return to the other any documents or materials of the other that it has in its possession or control.
11. Confidential Information
11.1 Information and documentation required by The Escape to perform the Services shall be supplied by the Client free of charge. Such information and documentation shall be subject to the provisions of confidentiality contained in clause 11.2) below.
11.2 The Client and The Escape agree to use all reasonable endeavours to prevent disclosure of any confidential information which may be disclosed during the term of this Agreement and to use said information only for the purpose of providing or receiving Services. Confidential Information does not include information which:
(a) is or becomes generally available to the public other than as a result of a breach of an obligation under this clause 10; or
(b) is acquired from a third party who owes no obligation of confidence in respect of the information; or is or has been independently developed by the recipient.
11.3 Provided however, The Escape may refer to the Client and the work performed for the Client in its marketing materials, case studies and portfolio unless the expressly requests otherwise in writing for reasonable confidentiality or regulatory reasons
12. Limitation of Liability – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 The Escape has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover The Escape has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
12.2 References to liability in this clause 12 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.3 Nothing in this clause 12 shall limit the Client’s payment obligations under the Agreement.
12.4 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.5 Subject to clause 12.3, and clause 12.4, The Escape’s total liability to the Client for all
loss or damage shall not exceed the total Fees paid by the Client in the twelve
(12) months preceding the claim.
12.6 Subject to clause 12.3 and clause 12.4, The Escape shall not be liable to the Client for 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.
12.7 Unless the Client notifies The Escape that it intends to make a claim in respect of an event within the notice period, The Escape have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become aware of the event having occurred 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.
12.8 This clause 12 shall survive termination of the Contract.
13. Warranties and Liabilities
13.1 The Escape will use reasonable skill and care in the provision of the Services.
13.2 The Services are provided solely for the benefit of the Client. The Escape accepts no liability or responsibility to any third party that the Client allows to benefit from or use the Services or related work products. The Client agrees to indemnify The Escape against any liabilities, losses, expenses or other costs reasonably incurred by The Escape in connection with any claims from such third parties relating to the Services or related work.
14. General
14.1 Relationship – Nothing in this Agreement will create the relationship of agency or partnership between The Escape and the Client and neither The Escape nor the Client will represent that any such relationship exists. Neither shall employees of one party be considered as employees of the other party.
14.2 Assignment
(a) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of The Escape.
(b) The Escape may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.
14.3 Sub-contracting – The Escape may sub-contract all or any part of the Services but will remain liable to the Client for such sub-contracted Services.
14.4 Solicitation of Personnel – During the period of this Agreement or within 6 months of its termination, neither party will employ or solicit directly or indirectly as employee, agent or consultant any staff or Consultants of the other who have been involved in providing or receiving Services or otherwise connected with this Agreement. A breaching party shall pay a recruitment fee equal to 110 working days at the fee rate, under which that individual performed work for the other party (where applicable in the case of that individual). The parties agree that this figure is a genuine pre-estimate of the likely loss caused by a breach by the other of this provision and is not intended to operate as a penalty.
14.5 Force Majeure – Neither party shall be responsible or liable for any damage, delay nor failure of performance (except failure to pay) caused by any circumstances beyond its reasonable control.
14.6 Notices – Notices may be sent by prepaid post or email to the address or email address of the other party given in this Agreement or to any other address as the parties may have notified during the period of the Agreement. Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by email will be deemed to have been delivered at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 14.6, 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.
14.7 Amendment – This Agreement may only be amended by written agreement or SOW signed by an authorised signatory of both parties.
14.8 Waiver – Subject to clause 11.7 no delay by either party in enforcing any of the terms or conditions of this Agreement will affect or restrict its own rights and powers arising under the Agreement. No waiver of any term or condition of this Agreement will be effective unless made in writing.
14.9 Validity of Agreement Provisions – If a Court or other competent body decides that any clause or sub- clause of this Agreement is invalid, such clause or sub-clause shall be deemed not to form part of this Agreement. In such event, the remaining provisions of this Agreement shall remain in full force and effect.
14.10 Entire Agreement – This Agreement is the entire Agreement between the parties relating to the Services and supersedes any previous agreements or understandings between the parties regarding the Services. The headings and titles in this Agreement are included to make it more readable but do not form part of the Agreement.
14.11 Rights of Third Parties – Nothing in this agreement shall, nor is intended to, confer any benefit on any third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.12 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 and constructed in accordance with the law of England and Wales.
14.13 Disputes – Without prejudice to either parties’ ability to apply to a court for injunctive relief, the parties will attempt to resolve by management negotiation any dispute which may arise between them. If the dispute is not resolved through negotiation or mediation the parties agree that the English Courts will have exclusive jurisdiction in connect with the resolution of the dispute.
14.14 Data Protection – The Parties have agreed to a separate Data Protection Addendum.
14.15 Information Security Compliance – Information Security Compliance. The Customer acknowledges that The Escape Design Co. Ltd. operates an Information Security Management System (ISMS) certified to ISO 27001 standards. The Customer agrees to comply with all applicable security policies, procedures, and controls designated by The Escape Design Co. Ltd. to protect the confidentiality, integrity, and availability of information assets. This includes, but is not limited to, adhering to access control policies, incident reporting protocols, and data protection requirements.
