Our Terms of Business

1.1. These terms of business and those contained in the proposal, are together called the contract (the
“Contract”).
1.2. Any terms not separately defined in these terms of business will have the meaning given to them in the
proposal.
1.3. The terms “we”, “our”, or “us” will mean the Art of Explaining, with its registered address at Craven House,
Glaston Road, Bisbrooke, Oakham, Rutland LE15 9EN.
1.4. The terms “you” or “your” means the client to whom we have submitted our Solution.
1.5. The terms of this Contract form the entire agreement between us and apply to the exclusion of any other
terms.
1.6. By accepting and commissioning the project you accept this Contract, unless otherwise agreed in writing
before starting the project.

2. Our Solution

2.1. We warrant to you that we will provide the solution as outlined in our proposal (the “Solution”) using
reasonable care and skill.
2.2. You agree to accept the style and approach that we have demonstrated in our proposal to you.
2.3. We aim to meet time estimates given, but you will need to comply with your obligations (see section 4) to
enable us to do this. Time will not be of the essence.
2.4. We agree to:
2.4.1. make sure that any information we provide relating to this Contract is complete and accurate;
2.4.2. co-operate with you in matters relating to the services;
2.4.3. obtain all necessary licenses, permissions and consents before we start supplying the services; and,
2.4.4. keep safely and maintain all documents and other items belonging to you, at your own risk.

3. Our Fees

3.1. The fees are set out in our proposal. Unless we agree an allowance to cover our expenses, we will charge
you for any reasonable expenses incurred at cost.
3.2. We reserve the right to adjust the fees and the date of completion of the project in the event that the
project proposal is altered.
3.3. We will invoice at the end of the project unless the fees exceed £10,000, in which case we will invoice in
stages throughout the project.
3.4. You will pay our invoice within 30 days of the invoice date. If you don’t pay our invoice by its due date, we
will be entitled to charge you interest on the amount overdue at the rate of 2% over the base rate set by the
Bank of England from time to time.
3.5. All of our fees are exclusive of value added tax (VAT) and any other applicable tax, which will be incurred
as required and is payable by you in addition to the fee.

4. Your Obligations

4.1. You agree to:
4.1.1. make sure that any information you provide relating to this Contract is complete and accurate;
4.1.2. co-operate with us in matters relating to the Solution.
4.1.3. provide us with any information, materials or facilities that we reasonably require in order to supply
the Solution;
4.1.4. obtain all necessary licenses, permissions and consents before we start supplying the Solution; and,
4.1.5. keep safely and maintain all documents and other items belonging to us, at your own risk.
4.2. If, by an act or omission you delay or prevent us from performing any of our obligations under this
Contract, we may put our supply of the Solution on hold until you remedy the default. If this happens, we
will not be liable for any costs or losses you incur.

5. Intellectual Property

5.1. Subject to clause 5.4 and 5.5 below, all information, techniques, know-how, software, materials (regardless
of the form or medium in which they are disclosed or stored) and intellectual property, which subject to this
Contract, may be used in connection with the Solution (whether before or after acceptance of the
proposal), excluding any deliverables (“Background”) used in connection with the Solution shall remain the
property of the party (or its licensors) who introduces it and no licence is granted to either party’s
Background unless specifically agreed to in writing. Neither party will use the other party’s Background
except as permitted under this Contract. Any training materials prepared by us for you, excluding your
confidential information, will be treated as our Background.
5.2. Subject to clause 5.1 above, we will disclose all deliverables within a reasonable time following their
creation, and on payment of the full price for the Solution provided under this Contract, all rights in the
deliverables, excluding Background, will be assigned to you.

5.3. We reserve the right to use any material we produce for you as examples in our marketing, unless we
agree otherwise.
5.4. We shall grant you a non-exclusive, non-transferable licence to use our Background in connection with the
Solution for your internal business purposes. You are not entitled to use our Background for any other
purpose not connected with the Solution.
5.5. You shall grant us a non-exclusive, royalty-free, sub-licensable licence to use your Background and, to the
extent necessary to use any intellectual property in the deliverables, in connection with provision of the
Solution.
5.6. We warrant that any material or information we supply, and your use of it, will not infringe the copyright or
other intellectual property rights of any third party, and we will indemnify you against any loss, damages,
costs, expenses and other claims arising from any such infringement. This indemnity shall apply provided
that as soon as reasonably practicable upon becoming aware of anything which might give rise to a claim,
you give written notice of the claim to us. We will have the right to conduct the defence and settlement of
any claim provided that you give us all reasonable assistance in the claim and will not make any
admission, compromise or settlement of the claim without our prior written consent.

6. Confidentiality

6.1. You agree to keep in strict confidence all technical or commercial know-how, proposals, methodologies,
processes or initiatives of a confidential nature that you obtain from us. You agree to disclose such
information only to those employees, agents or subcontractors that need to know it for the purpose of
discharging your obligations under the Contract, making sure that each is subject to the same obligations
of confidentiality to which you are bound. This clause will survive termination of the Contract.
6.2. We undertake to keep confidential and not disclose to any other person (except in the proper performance
of duties) any information whatsoever relating to your business.
6.3. Any confidential information disclosed by one party to the other will at all times remain the property of the
disclosing party and nothing in this Contract shall be construed as granting any rights to the receiving party
in respect of ownership of the confidential information. Any intellectual property rights in the confidential
information shall at all times remain the property of the disclosing party or the third party to which it
belongs.
6.4. This clause 6 will not apply to information which:
6.4.1. was rightfully in the receiving party’s possession or known to the receiving party without any
obligation of confidentiality prior to receiving it from the disclosing party;
6.4.2. is, or subsequently becomes, legally and publicly available without breach of this Contract;
6.4.3. is rightfully obtained by the receiving party from a source other than the disclosing party without any
obligation of confidentiality;
6.4.4. is developed by or for the receiving party without use of the disclosing party’s confidential information
provided such independent development can be shown by documentary evidence; or,
6.4.5. the receiving party is required to disclose by law or by any judicial, governmental, supervisory or
other regulatory bodies.

7. Rejection, Cancellation and Termination

7.1. If you end this Contract early without any fault on our part, you must pay for work completed but not
invoiced at the date of termination. Additional invoices that we submit for the Solution, but not invoiced
when the Contract ends, must also be paid.
7.2. Either party can end this Contract by giving the other 30 days' written notice.
7.3. Either party may end this Contract immediately if the other party:
7.3.1. commits a material breach of the terms or conditions of this Contract and in the case of a breach
capable of remedy within 30 days, does not remedy the breach within 30 days of notice from the
terminating party specifying the breach and requiring it to be remedied; or,
7.3.2. compounds or makes arrangements with its creditors or goes into liquidation (voluntarily or
otherwise) other than for the purpose of a bona fide reconstruction or a receiver, administrative
receiver or administrator is appointed in respect of the whole or any part of its business or assets or
if any similar or analogous event occurs.
7.4. In event of termination in accordance with clause 7.3 above, the rights, benefits and licences granted or
agreed to be granted under this Contract to the party in receipt of notice to terminate shall automatically be
deemed terminated or cease forthwith upon such termination and any rights assigned or agreed to be
assigned shall automatically be reassigned to the party terminating this Contract. Nothing in this clause
shall affect any rights or licences granted or agreed to be granted under this Contract to the party
terminating this Contract by the other party.

8. Liability

8.1. Nothing in this Contract will exclude, limit or restrict either party's liability for any matter in respect of which
liability cannot by applicable law be limited.
8.2. Subject to clause 8.1:
8.2.1. neither party will be liable to the other for (in each case whether arising directly or indirectly) any loss
of profit, loss of contracts, loss of revenue, loss of reputation, loss of anticipated savings or for any
special, indirect or consequential loss arising under or in connection with the Contract.
8.2.2. The total liability to the other party in respect of all other losses arising under or in connection with
the Contract will not exceed the sums received or payable by you to us under the Contract.
8.3. You are responsible, before using our work, for making sure that it complies with your requirements.
8.4. We will not be liable for mistakes you have not told us about, including errors in work that you have
approved.
8.5. We will not be liable if we are delayed or fail to meet our obligations under this Contract because of an
event beyond our reasonable control.

9. General

9.1. We may assign rights and subcontract or delegate any or all of our obligations under this Contract to a
third party or agent.
9.2. You agree not to assign, transfer, charge, subcontract or deal in any other manner with all or any of your
rights or obligations under the Contract without our written consent,
9.3. Any notice or other communication required under this Contract:
9.3.1. must be in writing and delivered to the other party’s registered office (if a company) or main place of
business.
9.3.2. is not valid if sent by email.
9.4. This Contract and the proposal, including any attachments, supersedes all other agreements,
understandings and representations whether written, oral, express or implied between the parties
regarding the Solution and constitutes the entire agreement between the parties.
9.5. A waiver of any right under the Contract is only effective if it is in writing. If we waive a default by you, that
waiver will not apply to any subsequent default you make.
9.6. If we do not exercise any of our rights or remedies under the Contract or by law, that will not mean that we
have waived these rights or remedies.
9.7. If a competent authority finds that any part of this Contract is invalid, illegal or unenforceable, that part will
be deemed deleted, without affecting the validity of the rest of the Contract.
9.8. This Contract does not constitute a partnership. No party has the authority to act as an agent for or to bind
the other party.
9.9. Third parties: a person who is not a party to this Contract will not have any rights in connection with it.
9.10. Any variation to this Contract, including additions, will only be binding if we agree in writing.
9.11. The parties shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery
and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements) and shall not
engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of
the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
9.12. Jurisdiction: English law governs this Contract and any dispute is to be resolved by the English courts.

Telephone: +44 (0)7966 217538
email: thomas@theartofexplaining.com
Web: theartofexplaining.com
Skype: the artofexplaining
Twitter @artofexplaining
The Art of Explaining Ltd is registered in England and Wales – 07006511.
We trade at 10 Bloomsbury WayHolborn, London WC1A 2SL
Our registered office is Craven House, 1 Glaston Road, Bisbrooke, Uppingham, Rutland LE15 9EN, UNITED KINGDOM