Curzon may amend the Terms of Business at any time. You accept that Curzon notifies you of such amended Terms of Business by making them available at the link supplied within the Agreement.
"Good Industry Practice" means, in relation to the provision of the services or goods as set out in the Agreement and any circumstances, the exercise of the degree of skill, care, prudence, and foresight which would be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances.
Duty of care: you owe to Curzon a duty to act with reasonable skill and care in accordance with Good Industry Practice in performing your obligations at set out in the Agreement, and in complying with Curzon’s instructions where those instructions do not conflict applicable law and professional rules, and you will provide your best endeavours not to perform any acts that could foreseeably harm Curzon.
Delegation: you may delegate to a third party the provision of the obligation of the Agreement, or part of it, only where this is reasonable and provided always that (i) such third party is bound by the same obligations as you; and (ii) you will remain primarily liable on demand for what such third party does.
Subject to receipt of a valid invoice (including VAT where applicable) by Curzon, Curzon will settle the invoice as set out in the Agreement, if not specified within thirty (30) days of receipt. In the event that the invoice remains unsettled, you may, after two unsuccessful ten-business day payment requests addressed to the contacts specified in the Agreement, charge Curzon interest on the outstanding sum at 2% above the base rate of the Bank of England, compounding on a monthly basis.
Payment via set-off will be deemed a valid method of payment.
If Curzon raises any objections to an invoice within an eighteen (18) month period, Curzon’s payment obligation in relation to such invoice will be suspended until the objections are resolved amicably.
Curzon will not be liable for the payment of any sum (including disbursement) other than the fee set out in the Agreement.
3. INTELLECTUAL PROPERTY RIGHTS
Any intellectual property rights (“IPR”) including but not limited to copyright, trade mark, software, code, design, model, images or know-how existing prior to the signing of the Agreement or developed independently by Curzon will be considered Curzon’s IPR (or Curzon’s licensor(s’)).
Non exclusive trademark use – either party grants to the other until termination of the Agreement, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the other party’s trade mark(s) subject always to compliance with any brand guidelines (or brand book).
Title and ownership – Curzon retains the entire intellectual property rights in all documents issued by Curzon to you, your right being limited to the use of such documents for the purpose of the Agreement.
You warrant that:
you will carry out and perform your obligations in full compliance with all laws, regulations and/or codes of practice applicable in the United Kingdom including in respect of data protection;
you will be responsible for the costs or expenses incurred in performing your obligations;
you will not make any copy of or permit the reproduction of Curzon’s IPR or any part thereof other than for the purposes of the Agreement, without the prior written approval of Curzon;
you will perform your obligations using the highest levels of skill and care to best industry practice by using competent, appropriately qualified, skilled, appropriately staffed and experienced personnel under the obligation to keep confidential the Confidential Information provided by Curzon; and
you will not act or omit to do in any way which could prejudice, diminish or otherwise be damaging to Curzon or its business or reputation.
If you provide goods to Curzon, you warrant that the goods shall:
conform to Curzon’s specifications:
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Curzon;
be free from defects in design, material, and workmanship and remain so for 12 months after delivery;
be supplied following Good Industry Practice;
comply with all applicable statutory and regulatory requirements;
shall ensure that the goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; and,
shall be supplied with all licences, permissions, authorisations, consents, and permits needed to manufacture and all of which will be maintained;
Where any loss or prejudice suffered by Curzon is attributable to your negligence, breach of contract, misrepresentation or otherwise but never in respect of fraud or fraudulent misrepresentation, death or personal injury, your liability is limited to £5 million in aggregate under the Agreement or, if higher, to the level of your insurance.
To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages.
To the extent permitted by law, Curzon makes no representation to you and excludes any liability other than what is agreed in the Agreement.
Unless otherwise provided within the Agreement, Curzon may terminate the Agreement by serving thirty (30) days advance notice at any time during the term of the Agreement.
Curzon may terminate the Agreement immediately if you: (i) are deemed unable to pay your debts within the meaning of s. 123 Insolvency Act 1986, (ii) propose a company voluntary arrangement; (iii) have a receiver or administrator appointed over the whole or any part of your business or assets; (iv) are subject to a court order for your winding up (except for the purpose of a bona fide amalgamation or reconstruction agreed to in writing in advance by Curzon, such agreement not to be unreasonably withheld or delayed), bankruptcy or dissolution (including the appointment of provisional liquidators, interim receivers or special managers); (v) otherwise enter into any composition or arrangement with your creditors or any class of them; or (vi) claim the benefit of any statutory moratorium under paragraphs 42 and 43 of Schedule B1 to the Insolvency Act 1986.
Effect of termination:
upon termination, to the extent permitted by law, you will return or destroy upon Curzon’s request all documents or information related to the Agreement.
Curzon may elect to set-off all amounts due and owing by you under this Agreement.
You will not publicise or issue any specific information to the media about the service or its subject matter without the consent of Curzon.
8. EQUALITY AND DIVERSITY
You agree not to provide a less favourable treatment to any Curzon’s employee or consultant because of her or his age (or perceived age), disability (past or present), gender reassignment, marriage or civil partnership status, race, colour, nationality, ethnic, religion or belief, sex, sexual orientation, part-time or fixed terms status.
9. MONEY LAUNDERING
Curzon may use a third party e-verification system and you consent to the disclosing of identity information provided by you and our third party e-verification provider keeping a record of that information.
We may cease our relationship if that information is not forthcoming or if we have any reasonable concerns in the context of money laundering.
Curzon will bear no responsibility to you for any loss or damage caused to you in tort or in contract or otherwise, resulting directly or indirectly from the cessation of our dealings with you under money laundering concerns.
10. BRIBERY AND MODERN SLAVERY
You warrant, represent, and undertake to Curzon that you will comply with all applicable laws, statutes, regulations, and codes relating to, anti-bribery, anti-corruption and anti-slavery including, without limitation, the Bribery Act 2010 and the Modern Slavery Act 2015 where applicable.
Insurance: you agree to effect and maintain appropriate insurance policies, in particular Professional Indemnity insurance for an amount of not less than £5 million per occurrence or series of occurrences arising from one event.
Amendments: No amendment or modification of the Agreement shall be binding on any party hereto unless it is in writing and signed by each of the authorised representatives of the parties hereto, and any attempt to so amend, modify, terminate or assign except pursuant this provisions shall be null and void.
No waiver of any rights hereunder shall be binding on any party hereto unless such waiver is in writing and signed by the party against whom enforcement is sought.
Severability: If any term or provision set forth in the Agreement shall be invalid or unenforceable, the remainder of the Agreement shall be construed as if such term or provision were omitted.
Third Party Rights: Except in relation to any entity part of the Curzon group which may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Agreement (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Agreement.
Notices must be given in writing personally, by pre paid post or courier to the last known address of the other party, or by email to the contacts indicated in the Agreement and shall be deemed to have been given to the other party when given in writing personally, on the next business day after sending by email, or two days after the date of posting or at the time indicated by the courier provider.
The Agreement, once fully signed, enters in full force and effect and shall be subject to laws of England and Wales and any litigation or dispute in connection therewith shall be submitted to the exclusive jurisdiction of the courts located in London.
The Agreement may be executed in counterpart. A counterpart signature page of the Agreement executed by a party and transmitted electronically in Portable Document Format (PDF) shall be treated as an original, fully binding and with full legal force and effect, and both parties waive any rights they may have to object to such treatment.