Business to business
Terms and conditions for supply of services

These are the standard terms of business for the provision of Consultancy Services by Amplified Group Limited, whose registered office is 20-22 Wenlock Road, London, England, N1 7GU

AMPLIFIED GROUP LIMITED reserves the right to change these terms of business at any time without prior notice.

1. Definitions

“Client” means the organisation contracting with AMPLIFIED GROUP LIMITED for the provision of consultancy services as identified in the Statement of Work (SOW);

“Contract” means the contract formed by the acceptance and return by the Client of the SOW, and such contract shall be governed by AMPLIFIED GROUP LIMITED Terms and the SOW;

“Deliverables” means those items identified as such in the SOW (if any) to be provided by AMPLIFIED GROUP  LIMITED to the Client in the course of delivering the Services;

“AMPLIFIED GROUP” means AMPLIFIED GROUP LIMITED

“AMPLIFIED GROUP Terms” means these standard terms of business;

“Services” means the work to be undertaken by AMPLIFIED GROUP for the Client as described in the SOW

“Statement of Work (SOW)” means the statement provided to the Client by AMPLIFIED GROUP, incorporating AMPLIFIED GROUP Terms, which outlines the nature of the Services, the deliverables to be provided, the fees payable and the timeframe for completion of the Services;

“Work” means any activity performed by AMPLIFIED GROUP in relation to the Services;

“Working Days” means Monday to Friday excluding UK bank or public holidays.

2. The Services

2.1 AMPLIFIED GROUP will provide the Services to the Client on, and subject to, the AMPLIFIED GROUP Terms and the SOW. The SOW, once signed and returned by the Client, shall, together with the AMPLIFIED GROUP Terms, form the contract between AMPLIFIED GROUP and the Client.

2.2 In accepting the SOW, the Client authorises AMPLIFIED GROUP to proceed with all relevant preparations for providing the Services, including but not limited to purchase of materials and booking venues (if required).

2.3 AMPLIFIED GROUP shall provide the Services using reasonable skill and care.

2.4 In providing the Services, AMPLIFIED GROUP shall use its reasonable endeavours to give sound advice based on the information available, but the Client will remain wholly responsible for determining matters of policy or action related to that advice.

2.5 The Client acknowledges and agrees that, in order for its personnel to derive benefits from the Services, such personnel will be required to make such commitment as is appropriate to the Services being provided.

3.Statement of Work (SOW) and fees

3.1  The rates for fees and materials are subject to review from time to time, but AMPLIFIED GROUP will give one month’s notice of its intention to change the charging basis for current and continuing projects.

3.2 The fees set out in the SOW are based on AMPLIFIED GROUP’s understanding of the Client’s requirements as set out in the SOW.  AMPLIFIED GROUP reserves the right to make additional charges for:

3.2.1 staff time spent in excess of those estimated in the SOW as a result of any delays caused in delivery of the Services due to any act or omission of the Client;

3.2.2 staff time for planning or other meetings requested by the Client in addition to those allowed for in the SOW;

3.2.3 any services or materials requested in writing by the Client that AMPLIFIED GROUP agrees in writing to provide and that are additional to those allowed for in the SOW, which shall then become part of the Services.

3.3 AMPLIFIED GROUP may also charge the Client for reasonable expenses incurred by AMPLIFIED GROUP in the provision of the Services including, where necessary:

3.3.1 travel, accommodation and subsistence (mileage to be charged at 45 pence per mile);

3.3.2 all bought-in goods, services and subcontracted items as being necessary and charged for separately from the fees quoted in the SOW.

3.4 AMPLIFIED GROUP will issue invoices in accordance with the terms stated in the SOW. Depending on the nature of the work, AMPLIFIED GROUP will issue invoices at the end of each discrete piece of work or at the end of each month. If the Client delays planned progress on provision of the Services, AMPLIFIED GROUP reserves the right to submit interim invoices. AMPLIFIED GROUP will also submit invoices in respect of any additional work carried out as referred to in Clause 3.2.

3.5 All invoices will be paid by the Client within 30 days of date of invoice. AMPLIFIED GROUP reserves the right to charge the Client interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

4. Cancellation and postponement (as relevant)

4.1 Unless otherwise specified in the SOW, AMPLIFIED GROUP reserves the right to charge for events (including but not limited to courses, workshops, presentations or seminars) cancelled or postponed by the Client. Such charges will be in accordance with the following schedule (percentages refer to percent of fees relating to the relevant event) to be paid as a cancellation or postponement charge:

Number of Working Days before the work commences

	29 or more	28 or fewer	5 or fewer
½ or one-day event	25%	50%	100%
Two or more days	40%	80%	100%

Where an event is cancelled by the Client, the client will be charged one hundred percent (100%) of the fees.

4.2 In addition, the Client will bear the full cost of any fees or expenses incurred by AMPLIFIED GROUP for cancellation of venues and, except in cases where the Client has paid a 100% cancellation or postponement charge, for non-returnable services bought or contracted for the event or events.

4.3 Where an event is postponed, the Client will be liable for the full fee for that event quoted in the SOW when eventually held, in addition to the postponement charge set out in clause 4.1.

4.4 For the avoidance of doubt, the start date of the Work is not the start of the event but the start of when the Work commences and will be set out in the SOW.

5. Copyright

5.1 Other than in respect of information that the Client has supplied to AMPLIFIED GROUP, AMPLIFIED GROUP shall, as between AMPLIFIED GROUP and the Client, own all copyright and any other intellectual property rights throughout the world subsisting in the contents of the SOW and in all work produced by AMPLIFIED GROUP. Unless otherwise indicated in the SOW as “Client Materials”.

5.2 When the Client or the Amplified Group requires to incorporate any material into the Work and supplies such material, the Client and the Amplified Group warrants that:

5.2.1 the proposed use or incorporation of such material will not infringe any third party’s intellectual property rights;

5.2.2 where the Client or AMPLIFIED GROUP is not the owner of all copyright or other intellectual property rights in such material, all necessary consents and licences for the proposed use of such material is received

5.3 Subject to Clause 5.4, the Client agrees that it shall not copy or amend the Work or do or authorise any other act that may infringe or devalue AMPLIFIED GROUP’s copyright or other intellectual property rights.

5.4 The Client may, subject to the last sentence of this clause, make a reasonable amount of copies of the Work (or part of the Work) for distribution to its own personnel and strictly for internal business purposes only. The Client shall ensure that each such copy of the Work (or part thereof) shall bear a statement acknowledging its source. The Client shall have no right to make any copies of any Deliverables on which AMPLIFIED GROUP does not own the copyright.

6. Client’s obligations

6.1 The Client will use reasonable endeavours to ensure that its staff, contractors and other suppliers co-operate with AMPLIFIED GROUP and cause no material delay.

7. Confidentiality and data protection

7.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as ‘confidential’ or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.

8. Term and termination

8.1 The Contract will commence on the date that AMPLIFIED GROUP receives the signed SOW from the Client and shall continue in full force and effect until the Services have been completed, subject to earlier termination pursuant to Clauses 8.2 and 8.3.

8.2 AMPLIFIED GROUP may terminate provision of the Services at any time if:

8.2.1 it has given the Client one months’ notice in writing; or

8.2.2 the Client attempts substantially to alter the scope or definition of the Services without AMPLIFIED GROUP’s prior written agreement.

8.3 On termination, AMPLIFIED GROUP will be entitled to be paid all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services.

9. Warranty and liability

9.1 In the event of damage to tangible physical property, where it is established that such damage to property has arisen as a direct result of the negligence of either the Client or AMPLIFIED GROUP while providing the Services, both the Client and AMPLIFIED GROUP’s liability shall be limited to a maximum of £1,000 (one thousand pounds) per claim or series of related claims.

9.2 Neither the Client or AMPLIFIED GROUP will be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management time or employee time of both parties.

10. Force majeure

AMPLIFIED GROUP has no liability to the Client if AMPLIFIED GROUP is unable to provide all or a part of the Services in accordance with the SOW or otherwise as a result of circumstances beyond AMPLIFIED GROUP’s reasonable control, including without limitation, war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockade, accident, natural catastrophe, disaster.

11. Waiver

No delay, neglect or forbearance by either party in enforcing any provision of the SOW or these AMPLIFIED GROUP Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.

12. Rights of third parties

Nothing in these AMPLIFIED GROUP Terms or the SOW confers or purports to confer on any third party any right to enforce any of the SOW or these AMPLIFIED GROUP Terms.

13. Governing law and jurisdiction

These Terms and the SOW are governed by and construed in accordance with the laws of England, and are subject to the exclusive jurisdiction of the English courts.

14. Entire agreement

14.1 These AMPLIFIED GROUP Terms together with the SOW constitute the entire agreement between AMPLIFIED GROUP and the Client in relation to the Services, and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these AMPLIFIED GROUP Terms by the Client will be effective unless it is in writing, is dated and is signed by a duly authorised representative of AMPLIFIED GROUP and the Client.

14.2 If there is any conflict between these AMPLIFIED GROUP Terms and the SOW, these AMPLIFIED GROUP Terms will prevail.