Terms & Conditions

The following definitions shall apply to these Conditions.

1.1 Definitions

1. Background Intellectual Property: means all IPR that was created or prepared by either party prior to the provision of the Services under these Conditions.

2. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

3. Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

4. Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Supplier in connection with the Services.

5. Client Personal Data: any personal data which the Supplier processes in connection with the Contract, in the capacity of a processor on behalf of the Client.

6. Client: the legal entity who purchases the Services from the Supplier.

7. Commencement Date: has the meaning given in 2.2.

8. Conditions: these terms and conditions as amended from time to time in accordance with 12.8.

9. Contract: the Proposal and these Conditions forming a contract between the Supplier and the Client for the supply of Services.

10. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.

11. Data Protection Law: means: the Data Protection Act 2018.

12. Deliverables: any output of the Services to be provided by the Supplier to the Client as specified in the Proposal.

13. Force Majeure Event: has the meaning given to it in 12.

14. Intellectual Property Rights or IPR: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights.

15. Order: the Client's acceptance of a Proposal.

16. Proposal: details the Specification and Services to be provided by the Supplier in connection to the relevant Order incorporating these Conditions as amended from time to time.

17. Services: the services which are provided by the Supplier under the Proposal.

18. Specification: the description or specification for the Services to be provided in the Proposal by the Supplier to the Client.

19. Supplier: Jump Twenty-Four Ltd incorporated and registered in England & Wales with company number 09180318 whose registered office is at Icentrum Birmingham Innovation, Holt Street, Birmingham B7 4BP.

20. Supplier Personal Data: any personal data that the Supplier processes in connection with the Contract, in the capacity of a controller.

2.1 The Proposal constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 The Proposal shall only be deemed accepted when it is signed by both parties, at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter, catalogue, advertising or information that may have been issued by the Supplier in relation to the Services shall not form part of the Contract if not included in the Proposal.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate into any purchase order, or which are implied by law, trade custom, practice or course of dealing. Any quotation from the Supplier shall not constitute an offer, and may be revised by the Supplier at the Supplier’s sole discretion.

3.1 The Supplier shall supply the Services to the Client in accordance with the Proposal.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence.

3.3 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

3.4 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.

4.1 The Client shall:

(a) co-operate with the Supplier in all matters relating to the Services;

(b) provide the Supplier with such information, data and materials as the Supplier may reasonably require in order to supply the Services (including the Client Materials), and ensure that such information is complete and accurate in all material respects;

(c) obtain and maintain all necessary licences, permissions and consents which may be required for the Supplier to perform the Services; and

(d) comply with any additional obligations as set out in the Proposal.

(e) shall aim to provide any responses to queries raised by the Supplier in a timeframe of no later than 3 Business Days.

(f) shall provide acceptance of any Deliverables provided by the Supplier within 21 Business Days, after which time the Deliverables will be automatically deemed accepted and the Supplier may issue any outstanding invoices.

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission or failure by the Client to perform any relevant obligation (Client Default):

(a) the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform its obligations as set out in this 4; and

(c) the Client shall reimburse the Supplier for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

(d) any suspension of the performance of the Services from Client Default shall not prevent the Supplier from submitting invoices to the Client.

5.1 Where the charges for Services are calculated on a time and materials basis:

(a) the charges shall be as set out the Proposal; and

(b) the Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

(c) The Supplier shall invoice the Client for the charges at the intervals specified in the Proposal.

5.2 Where the charges for Services are calculated on a fixed cost basis, the Supplier shall invoice the Client for the charges at the intervals specified in the Proposal.

5.3 Any amendments or changes to the Proposal shall be mutually agreed between the parties.

5.4 The Supplier reserves the right to:

(a) increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period and shall be based on the latest available figure for the Consumer Prices Index; and

(b) increase the price of the Services, by giving notice to the Client, to reflect any increase in the cost that is due to:

(i) any factor beyond the control of the Supplier;

(ii) any request by the Client to change the Specification; or

(iii) any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate or accurate information or instructions.

5.5 Unless agreed otherwise, the Client shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice or as otherwise detailed in the Proposal; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract.

5.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). The Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier VAT as are chargeable on the supply of Services.

5.7 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.1 In relation to Background Intellectual Property, the Supplier shall retain ownership of all IPRs in the Background Intellectual Property.

6.2 In relation to the Deliverables:

(a) upon full receipt by the Supplier of all charges, the IPRs in the Deliverables, with the exception of any Background Intellectual Property or Intellectual Property Rights owned or licensed by third parties, shall be deemed assigned to the Client and the Supplier shall be deemed to have waived all moral rights in the Deliverables;

(b) where third party Intellectual Property Rights are included, the Supplier will, where possible to do so, seek to obtain assignment and waivers of moral rights from such third party owners.

6.3 In relation to the Client Materials, the Client:

(a) and its licensors shall retain ownership of all IPRs in the Client Materials; and

(b) grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purpose of providing the Services to the Client.

6.4 The Supplier:

(a) warrants that the receipt and use of the Services and the Deliverables by the Client (and any permitted sub-licensees) shall not infringe any rights of third parties to the extent that the infringement results from copying; and

(b) reserves the right to use the Client’s name, trade mark, logo and a description of the Services provided under the Contract for the purposes of identifying the Client as a client of the Supplier and for the Supplier’s marketing and promotional purposes.

6.5 The Client:

(a) warrants that the receipt and use in the performance of the Contract by the Supplier, its agents, subcontractors or consultants of the Client Materials shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(b) shall indemnify the Supplier against all direct liabilities, costs, expenses, damages and losses (including all other reasonable professional costs and expenses) suffered or incurred or paid by the Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party's IPRs, to the extent that the infringement or alleged infringement arises out of, or in connection with, the receipt or use in the performance of the Contract of the Client Materials.

7.1 For the purposes of this data protection clause, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

7.2 Both parties will comply with all applicable requirements of Data Protection Laws. This data protection clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.

7.3 The Supplier shall act as a processor of Client Personal Data for the purpose of performing the Services.

7.4 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Client Personal Data to the Supplier for the duration and purposes of the Contract.

7.5 The Supplier shall, in relation to Client Personal Data:

(a) process that Client Personal Data only on the documented instructions of the Client, unless the Supplier is required by the Data Protection Laws to otherwise process that Client Personal Data (Purpose). The Supplier shall inform the Client if, in the opinion of the Supplier, the instructions of the Client infringe Data Protection Laws;

(b) implement the technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data;

(c) ensure that any personnel engaged and authorised by the Supplier to process Client Personal Data are under an appropriate obligation of confidentiality;

(d) at the Client's cost and written request, assist in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

(f) at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Contract unless the Supplier is required by applicable law to continue to process that Client Personal Data. For the purposes of this 7.5(f), Client Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and

(g) maintain records to demonstrate its compliance with this data protection clause.

7.6 The Client provides its prior, general authorisation for the Supplier to:

(a) appoint sub-processors to process the Client Personal Data, provided that the Supplier:

(i) shall ensure that the terms on which it appoints such sub-processors comply with Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this data protection clause;

(ii) shall remain responsible for the acts and omission of any such sub-processor as if they were the acts and omissions of the Supplier; and

(iii) shall inform the Client of any intended changes concerning the addition or replacement of the sub-processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Law, the Client shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

(b) transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Data Protection Laws.

8.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by 8.2.

8.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 8; and

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

8.3 The obligations imposed by this confidentiality clause shall not apply to information which:

(a) becomes public knowledge through no fault of the Supplier;

(b) was already in the Supplier’s lawful possession and at its free disposal before the date of the Contract;

(c) is lawfully disclosed to the Supplier without any obligations of confidence by a third party; or

(d) is required to be disclosed by a competent regulatory body, government body or competent jurisdiction.

8.4 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

9.1 References to liability in this 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence or gross negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

9.3 Subject to clause 9.2, the Supplier's total liability to the Client, howsoever arising, shall not exceed the total charges paid or payable as set out in the Proposal.

9.4 The following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.

9.5 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.6 This 9 shall survive termination of the Contract.

10.1 Without affecting any other right or remedy available to it, either party may terminate any Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of these Conditions and (if such breach is remediable fails to remedy that breach within a period of 15 Business Days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986), or an equivalent legislation if the party if subject to the laws of a different jurisdiction;

(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client, if the Client: (a) fails to pay any amount due under the Contract when due and remains in default not less than 14 days after being notified to make such payment; and (b) there is a change of Control of the Client.

10.3 The Supplier shall be entitled to terminate the Contract for convenience upon providing the Client with 20 Business Days’ Notice.

10.4 Subject to clauses 10.1 and 10.2, the Contract shall terminate in accordance with the relevant Proposal

10.5 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services if the Client fails to pay any amount due under the Contract.

11.1 On termination of the Contract, the Client shall immediately pay to the Supplier all of the outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.

11.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control or involves its subcontractors (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate the Contract by giving 10 Business Days written notice to the affected party.

12.1 Assignment and other dealings

(a) Neither party may assign the Contract without the prior written consent of the other party.

12.2 Notices

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the email address of the relevant representative(s) of the required party.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. 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.

(c) This clause does not apply to the service of any proceedings or legal action or, where applicable, any arbitration or dispute resolution.

12.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

12.4 Waiver. A waiver of any right or remedy is only effective if given in writing and a delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.5 No partnership or agency. Nothing in the Contract is intended to, or shall establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

12.6 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives) or in accordance with the Change Control Note set out in Schedule 1 of the Proposal.

12.9 Governing law. The Contract 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 by and construed in accordance with the laws of England & Wales.

12.10 Jurisdiction. Each party irrevocably agrees that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

13.1 The Client agrees that during the term of this Contract and for a period of 12 months following its termination or expiry, the Client shall not, without the prior written consent of the Supplier, directly or indirectly:

(a) solicit, entice, induce, or attempt to employ or engage in any capacity any employee of the Supplier who has provided Services under this

(b) employ or engage in any capacity any such employee who has ceased to be employed by the Supplier within the preceding 12 months.

13.2 For the purposes of this clause 13, "employ or engage" includes but is not limited to employment (whether permanent, temporary, or fixed-term), engagement as a contractor, consultant, freelancer, or through any intermediary including personal service companies or recruitment agencies. 13.3 In the event of a breach of clause

13.1, the Client shall pay to the Supplier a recruitment fee of £15,000 (excluding VAT) for each employee employed or engaged in breach of this clause.

13.4 The parties agree that the fee specified in clause

13.3 represents a genuine pre-estimate of the Supplier's losses, including but not limited to recruitment costs, training investment, loss of revenue, and business disruption.

13.5 The provisions of this clause 13 shall survive termination of the Contract.