These terms form a binding agreement between the Client and Docea Contract Review Services Limited (company registration number 12369140) whose registered office is at 5 Frodsham Road, Sale, Cheshire, M33 2UX (Docea Contract Review Services) for the Services. These terms and the attached Schedule (the ‘Schedule’) form the entire contract between The Client and Docea Contract Review Services unless varied by agreement and confirmed in writing by both parties. They supersede all prior agreements between the parties, whether written or oral, with respect to the subject matter of this agreement. In the event of inconsistency between these terms and the Schedule these terms shall prevail.

In these terms:

‘The Client’ means the person, firm or corporate body wishing to use the Services details of which are set out in the Schedule.

‘Services’ means advice and consultancy services provided by Docea Contract Review Services which may be more particularly detailed in the Schedule

The headings used in these terms are for convenience only and shall not affect the meaning or construction of the contents of this agreement.

  1. AGREEMENT
    1. The Client agrees to be bound by these terms from the date specified in the Schedule or in the absence of a signed contract, the date The Client submits a request for Services to Docea Contract Review Services by email, telephone or in person. The Client warrants that it has authority to enter into this agreement and his obtained all necessary approvals to do so.
    2. If any provision in this agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of Docea Contract Review Services it may be severed from this agreement but the remaining provision of this agreement shall remain in full force and effect.

  1. FEES AND DISBURSEMENTS
    1. The fees charged in relation to the Services are set out in the Schedule.
    2. The fees are subject to review on 1 January each year. The Client will be notified in writing of any increase in fees during the course of the provision of the Services to The Client.
    3. In addition to the fees, Docea Contract Review Services reserves the right to change any disbursements including out-of-pocket expenses incurred or to be incurred on The Client’s behalf in providing the Services to The Client.

  1. PAYMENT
    1. Docea Contract Review Services will send The Client an invoice for the fees payable for the Services on completion of the work. The Client agrees to pay Docea Contract Review Services within 14 days of the date of such invoice. All sums not paid by the due date shall bear interest pursuant to the Late Payment of Commercial Debt Act 1998. All sums payable under this agreement will be subject to VAT.

  1. CONFIDENTIAL INFORMATION & GDPR
    1. Neither party shall disclose to any person, information belonging to the other of a confidential nature including any secret, proprietary or confidential information relating to the other’s business, business plans, projects, finances or affairs, all of which will kept strictly confidential except to the extent that such information may be disclosed to any employee of Docea Contract Review Services.
    2.  Both parties will comply with the Data Protection Act 2018 (GDPR); neither party will  knowingly or recklessly obtain or disclose personal data without the consent of the data controller/owner.

  1. LIMITATION OF LIABILITY
    1. Docea Contract Review Services shall use reasonable skill and care in performing of the Services. Advice is given to the Client for its own purposes and must not be passed on to any third party without the written permission of Docea Contract Review Services. No third-party rights are created by this agreement in the absence of any express written agreement to the contrary.
    2. Nothing in this agreement limits or excludes Docea Contract Review Services’ liability for any liability which cannot be limited or excluded by applicable law.
    3. Subject to clause 5.2 Docea Contract Review Services shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for
  1. Loss of profits
  2. Loss of sales or business
  3. Loss of agreements or contracts
  4. Loss of anticipated savings
  5. Loss of or damage to goodwill
  6. Loss of use or corruption of software, data or information
  7. Any indirect or consequential loss
    1. Subject to clauses 5.2 and 5.3, Docea Contract Review Services’ total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the equivalent of the total charges paid under this agreement by the Client at that time.

  1. TERMINATION
    1. This agreement may be terminated by Docea Contract Review Services immediately:
  1. On the bankruptcy, liquidation (other than members voluntary liquidation purely for the purpose of amalgamation or construction), levying of any distress against the Client or arrangement with its creditors; or
  2. If the Client commits a material breach of any obligation under this agreement, or any breach which is capable of remedy and which is not remedied within 30 days of the Client receiving notice from Docea Contract Review Services

    1. This agreement may be terminated by the Client immediately if Docea Contract Review Services commits a material breach of any obligation under this agreement, or any breach which is capable of remedy and which is not remedied within 30 days of Docea Contract Review Services receiving notice from the Client.
  1. CONSEQUENCES OF TERMINATION
    1. In the event of termination on any of the grounds listed in Clause 6, the Client shall pay to Docea Contract Review Services immediately;
  1. All arrears of payment and any other sums due under the terms of this agreement
  2. All further sums which would have but for termination of this agreement fallen due at the end of the term.
    1. Copyright in any document created by Docea Contract Review Services will remain with Docea Contract Review Services together with any pre-existing or proprietary information and will not be transferred to the Client. Docea Contract Review Services asserts the right to be identifies as the author of and object to the misuse of any such document.

  1. FORCE MAJEURE
    1. Both parties shall be released from their respective obligations in the event of a national emergency, war, prohibitive governmental regulations or any other cause beyond the reasonable control of the parties of either of them, which renders the performance of this agreement impossible whereupon this agreement shall be terminated and the provisions of clause 7 shall apply.

  1. NOTICES
    1. Any notices or other document to be given under this agreement shall be in writing delivered personally or by first class post and addressed to the party to whom it is intended. Alternatively, it may be sent by email to such email address as the parties shall designate. Any notice, demand or other communication shall be deemed to have been received:
  1. In the case of posting, three (3) days after the date of posting
  2. If served personally or by email before 4pm on the day of delivery or transmission
  3. If sent by email after 4pm on the day following the day of transmission

  1.  TIME
    1. Timescales for Work: Initial contract reviews/property lease reviews will be complete within 3 working days from receipt of document and clarification of work to be carried out. 
      Should any review be required earlier than this 3 working day turnaround, this must be agreed by both parties in advance and an additional ‘Fast Track Fee’ of £100 will be charged
       
  2. GENERAL
    1. The parties to this Agreement are independent businesses and nothing in this Agreement or by virtue of performing it shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between the Service Provider and the Client. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other and it is intended that both parties shall retain their independence.

  1. SURVIVAL
    1. Clauses 4, 5 and 7 survive termination of this agreement.

  1. GOVERNING LAW
    1. This agreement and the relationship of the parties in connection with the subject matter of this agreement shall be governed and determined in accordance with the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any legal action or proceedings arising out of or in connection with this agreement.