NEXT UP FORESIGHT LIMITED GENERAL TERMS AND CONDITIONS

  1. THE AGREEMENT

These terms and conditions (the “Terms and Conditions”) apply to all work and services carried out by Next Up Foresight Limited (“Next Up Foresight”) regardless of how they are commissioned, including but not limited to, via statement of work, purchase order, email, in writing, or verbally. No other terms and conditions will apply unless agreed and signed by all parties. Any terms and conditions attached to a client’s purchase order are expressly excluded.

In the event that the client (the “Client”) accepts the statement of work (by signing, physically or electronically, the statement of work where indicated), or in the event that work is commissioned via email, in writing, or verbally, an agreement (the “Agreement”) will be formed (on the date of such acceptance or commission) between Next Up Foresight Limited (“Next Up Foresight”) and the Client. This Agreement will comprise the matters set out in the statement of work, these Terms and Conditions, and any applicable communication through email, writing, or verbal agreement. The Client and Next Up Foresight are the “Parties” to this Agreement. If there is any conflict or inconsistency between the provisions set out in a signed statement of work and these Terms and Conditions, the provisions in the signed statement of work shall take precedence. Where no signed statement of work is formed, these Terms and Conditions shall take precedence over any provisions set out in email, writing, or verbal agreement.

  1. SERVICES

Next Up Foresight shall provide foresight services (the “Services”) to the Client as set out in the statement of work or any other form of commissioning, including email, writing, or verbal agreement. Unless otherwise agreed in writing, the Services shall be provided subject to the provisions of these Terms and Conditions.

  1. TERM AND TERMINATION

Term

This Agreement shall come into effect on the Commencement Date and, subject to termination in accordance with the below, shall continue in full force until the Project End Date.

Termination

Termination by Next Up Foresight: Next Up Foresight may terminate the Agreement without cause by giving the Client at least one month’s written notice. If terminated, the Client can request: (i) a refund for uncompleted work, or (ii) a new agreement for the provision of Services with necessary adjustments.

Termination by the Client: The Client may terminate the Agreement without cause by giving Next Up Foresight at least one month’s written notice. The Client shall pay for work completed up to the termination date, including any related costs.

Immediate Termination

  • Either Party may terminate the Agreement immediately by written notice if the other Party:
  • Fails to pay any amount due within 7 days of a written notice;
  • Commits a material breach and fails to remedy it within 14 days of notification;
  • Repeatedly breaches any terms indicating an intention not to comply;
  • Commits an irremediable material breach;
  • Suspends or ceases business operations; or
  • Becomes insolvent or enters liquidation.

Effect of Termination: Termination or expiry of the Agreement shall not affect any accrued rights, remedies, obligations, or liabilities of the Parties, including payment obligations and the right to claim damages for pre-termination breaches.

OBLIGATIONS AND WARRANTIES OF NEXT UP FORESIGHT

Next Up Foresight shall:

  • Comply with all lawful and reasonable directions regarding the Services communicated to it from time to time by the Client.
  • Keep Client Materials safe and secure while they are in the possession or control of Next Up Foresight.
  • Use its reasonable endeavours to deliver all Deliverables by the dates set out in the Statement of Work or any other delivery date(s) agreed by the Parties in writing. Time shall not be of the essence in respect of delivery of the Services and Deliverables.

Next Up Foresight warrants and undertakes that:

  • The Services will be conducted with reasonable care and skill and in accordance with the terms of the Agreement; and
  • The material created by Next Up Foresight, when used in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party.
  • The Services provided are intended to be one of many resources for the Client and should not be solely relied upon for making business decisions. The Client should consider the suitability of the Services as part of a broader decision-making process.
  • Except as set out in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
  1. OBLIGATIONS OF THE CLIENT

If the performance of any Services requires the use of any Client Materials, the Client agrees to provide Next Up Foresight promptly (and in any event no later than any date agreed by the Parties) with the Client Materials at no charge.

The Client shall ensure that the terms of any agreement, including the statement of work, email, writing, or verbal agreement, are complete and accurate. The Client shall also provide a clear brief outlining their requirements and objectives.

The Client shall check the Statement of Work or other commissioning documents to ensure all details are correct and complete before work commences.

The Client shall provide timely feedback to Next Up Foresight throughout the duration of the project to enable efficient and effective delivery of the Services.

Next Up Foresight’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations under this Agreement. If Next Up Foresight’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, the Client’s Associates, or their agents, subcontractors, consultants, or employees, Next Up Foresight shall not be liable for any costs, fees, or losses sustained or incurred by the Client that arise directly or indirectly from such act or omission.

  1. FEES AND CHARGES

In consideration of Next Up Foresight providing the Services, the Client shall pay Next Up Foresight the fees and charges specified in the statement of work (the “Fees and Charges”) plus (if not already added) an amount representing VAT.

Unless otherwise specified in the statement of work, the Fees and Charges shall be paid in two instalments as follows:

  • 50% of the Fees and Charges shall be paid upon commencement of the Services (and Next Up Foresight shall not be obliged to commence any work in relation to the provision of the Services until such time as this first instalment has been received by Next Up Foresight); and
  • The remaining 50% of the Fees and Charges shall be paid within 30 days of the completion of the Services.

The Client shall pay all amounts due to Next Up Foresight to the HSBC bank account specified in the relevant invoice (or such other bank account as Next Up Foresight notifies the Client in writing).

Without prejudice to any other right or remedy that it may have, if the Client fails to pay any amount due to Next Up Foresight by the due date, Next Up Foresight may charge interest on such sum from the due date for payment at a yearly rate of 4% above the base rate for the time being of HSBC Bank PLC which shall accrue on a daily basis from the due date until payment is made. The Client shall pay the interest together with the overdue amount.

In addition to the payment of the Fees and Charges, the Client shall reimburse Next Up Foresight for all expenses incurred by Next Up Foresight or its employees, officers, consultants, advisors, and other personnel in connection with the provision of the Services. Such expenses may include, without limitation, travel, currency exchange, accommodation, subsistence expenses, and third-party pass-through expenses which are not included in the quoted price, or which could not be anticipated at the date of the project. Claims for all such costs and expenses will be submitted to the Client with receipts.

In the absence of payment terms in the statement of work, all invoices in respect of the Fees shall be payable within thirty (30) days of the date of the relevant invoice.

All sums stated in this Agreement exclude VAT (unless otherwise stated), which is payable by the Client at the rate prevailing from time to time in addition to the Fees and Charges.

All payments to be made by the Client under this Agreement shall be paid free and clear of any deduction, withholding, set-off, or counterclaim (other than any deduction or withholding of tax as required by law).

If the Client fails to pay any amount by the due date for payment, then without prejudice to Next Up Foresight’s other rights or remedies, Next Up Foresight shall have the right to immediately suspend performance of the Services until Next Up Foresight has received payment of the overdue amount together with any accrued interest.

  1. ACCEPTANCE OF DELIVERABLES

If the statement of work or other commissioning document does not set out an acceptance process, then acceptance of the Deliverables by the Client shall occur three (3) days after delivery to the Client, unless Next Up Foresight has received a written notice from the Client setting out a detailed reason for the rejection of the Deliverables.

The Client acknowledges that it may only reject a Deliverable if it does not materially comply with its specification.

  1. INTELLECTUAL PROPERTY RIGHTS

“Intellectual Property Rights” or “IPR” means copyright, rights related to copyright such as moral rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trademarks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, data exclusivity rights, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising.

Except as expressly stated in the statement of work (SOW), each party will retain all right, title, and interest in and to its pre-existing IPR and any IPR developed or acquired outside of the SOW (“Background IPR”). The SOW does not convey any license rights, either express or implied, to any IPR unless expressly stated in the SOW. The Client retains Intellectual Property Rights in, and ownership of all materials, plans, drawings, tools, data, any specification, patterns or designs provided by the Client to Next Up Foresight, and they will all be returned at any time in good condition to the Client at the Client’s request or upon termination of the SOW.

For this clause, “Foreground IPR” means IPR in and to the Deliverables and all other IPR created under the SOW or in connection with the Services, but excluding any Background IPR.

Next Up Foresight hereby grants the Client a worldwide, non-exclusive, non-sublicensable, non-transferable, perpetual, irrevocable, fully paid-up, royalty-free license to its IPR to the extent necessary for the Client to use, modify, develop, distribute or otherwise exploit the Deliverables and receive the Services for its internal business purposes, unless otherwise agreed. If Next Up Foresight uses any third-party IPR in any Deliverables or which is required for the Client to use, modify, develop, distribute or exploit the Deliverables, then Next Up Foresight will obtain the Client’s prior written consent before using such third-party IPR and will also obtain (at no additional cost to the Client) all necessary rights in the third-party IPR to make the equivalent license provided in this clause.

The Client hereby grants Next Up Foresight a non-exclusive, non-transferable, non-sublicensable, revocable, fully paid-up, royalty-free license to the Client’s IPR (excluding any trademarks) to use, copy and modify such materials as are made available by the Client pursuant to the SOW to the extent necessary for Next Up Foresight to provide the Services and so far as it is free and able to do so. Next Up Foresight has no right to sublicense the same, except as necessary to any approved subcontractor, and no right to reverse engineer, decompile or disassemble such Client materials, except as expressly permitted by the Client.

Next Up Foresight will promptly deliver up and transfer to the Client the Deliverables and any inventions, works of authorship (including software), improvements, developments or discoveries conceived, authored, made or reduced to practice by or on behalf of Next Up Foresight, either solely or in collaboration with others, in respect of the Deliverables. Next Up Foresight will disclose in writing to the Client all know-how and technical information to enable the Client to receive the full benefit of the Deliverables.

The parties intend that all Foreground IPR will belong to the Client. To the extent that Foreground IPR is capable of prospective assignment, Next Up Foresight hereby assigns to the Client free from third-party claims absolutely with full title guarantee, all right, title, and interest in and to all Foreground IPR subject only to any third-party IPR where the Client has provided its prior written consent (above) together with:

All the rights, powers, privileges and immunities arising or accrued therefrom;

The right to apply for, prosecute and obtain registered protection throughout the world with respect to the Foreground IPR (or any part of it) (together with the right to claim priority from any patent applications) with the intent that the grant of any such protection will be in the name of and will vest in the Client absolutely; and

The right to institute and maintain proceedings for any infringement of the same, whether now, hereafter or which may have occurred before the date hereof including the right to claim and retain damages and other relief obtained because of such proceedings.

The Client will be responsible for all patent filing, prosecution, maintenance, enforcement, and defence of Foreground IPR. To the extent any Foreground IPR cannot be assigned prospectively, Next Up Foresight will assign such Foreground IPR to the Client as and when created. The assignment of IPR under this clause will take effect on the date of the SOW in respect of Foreground IPR in existence, or as a present assignment of future rights that will take effect immediately on the coming into existence of the Foreground IPR, as appropriate.

  1. WEBSITE CONTENT

Next Up Foresight may from time to time provide content accessible and downloadable via its website. Such content is provided solely for the purpose of assessing a potential business partnership with Next Up Foresight. You may view, print, and download content for this specific purpose. 

  • You may not redistribute, sell, lease, license, or transfer the downloadable content to any third party.
  • You may not modify, alter, or create derivative works from the downloadable content without explicit permission from Next Up Foresight.
  • Any permitted use of the downloadable content must retain all copyright, trademark, and other proprietary notices contained in the original content.
  • You may not use the downloadable content in any manner that infringes the intellectual property rights or other rights of Next Up Foresight or any third party.
  1. CONFIDENTIALITY

The following definition applies in this clause:

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Associates to the other party and that party’s Associates in connection with the provision of the Services and the Deliverables by Next Up Foresight, concerning: the terms of this Agreement; any information that would be regarded as confidential by a reasonable businessperson relating to: the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and the operations, processes, product information, know-how, designs, trade secrets, or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs). The term “Confidential Information” does not include any information that: is or becomes generally available to the public (other than because of its disclosure by the receiving party or its Associates in breach of this clause); or was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party; or was, is, or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or was known to the receiving party before the information was disclosed to it by the disclosing party; or the parties agree in writing is not confidential or may be disclosed. Each party shall keep the other party’s Confidential Information confidential and shall not: use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (“Permitted Purpose”); or disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 9.

A party may disclose the other party’s Confidential Information only to those who need to know such Confidential Information for the Permitted Purpose, provided that: it informs the individuals of the confidential nature of the Confidential Information prior to disclosure; and always, it is responsible for such compliance with the confidentiality obligations set out in this clause. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. The provisions of this Clause 9 shall survive for a period of three years from termination of this Agreement. Notwithstanding the foregoing, Next Up Foresight may publicize the fact that it provides Services to the Client.

  1. LIABILITY

10.1 Subject to Clause 10.2, each party’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Fees.

10.2 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.

  1. 3 Subject to Clause 10.2, in no event will either party be liable under or in connection with this Agreement for loss of actual or anticipated income or profits, loss of goodwill or reputation, loss of revenue, loss of contracts, loss of anticipated savings, or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

The liability of Next Up Foresight in contract, tort (including negligence or breach of statutory duty), or otherwise arising in connection with the Agreement will be limited to the total price paid by the Client for the Services. Next Up Foresight currently maintains in force professional indemnity insurance with a limit of £1 million.

Notwithstanding any other provision contained in the Agreement, neither Party excludes or restricts its liability: (i) for death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; (ii) for fraud or fraudulent misrepresentation; or (iii) to the extent it is otherwise prohibited by law from excluding or restricting liability.

  1. DATA PROTECTION

Next Up Foresight processes personal data in accordance with the Client’s instructions, ensuring compliance with the Data Protection Act 2018 and UK GDPR. Appropriate security measures are in place for the processing of personal data.

Both parties shall comply with their data protection obligations as per current legislation.

For detailed information on data collection, processing, storage, retention, and Client rights, please refer to Next Up Foresight’s data protection policy at: [LINK]

  1. FORCE MAJEURE

Next Up Foresight is not liable for failure to perform its obligations due to circumstances beyond its control (“Force Majeure Event”). If such non-performance continues for more than 20 consecutive business days, the Client may terminate the agreement immediately with written notice.

  1. ASSIGNMENT

Neither party may transfer any rights or obligations under this agreement to a third party without prior written consent from the other party.

  1. NOTICES

 

Any notice related to this Agreement must be in writing and sent by first-class post or email to the address or email provided in the Front Sheet or as updated by the relevant party. Notices for Next Up Foresight should be sent to: Lucy Jacob, Operations Director, Next Up Foresight Limited, [ADDRESS]. Email lucy@nextupforesight.com.

Notices are deemed received within three (3) business days of posting if sent by mail, and within one business day if sent by email, subject to read receipt or confirmation of receipt.

  1. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties, superseding all previous drafts, agreements, arrangements, and understandings.

If any provision is deemed invalid, illegal, or unenforceable, it shall be deemed deleted to the extent required, without affecting the validity of the remaining provisions.

Invalid, unenforceable, or illegal provisions will apply with the minimum modification necessary to make them valid and enforceable.

No failure or delay in exercising any right or remedy shall constitute a waiver, nor restrict further exercise of that or any other right or remedy.

This Agreement may be executed in multiple counterparts, each constituting a duplicate original, but together forming one Agreement.

This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of England and Wales, with exclusive jurisdiction for disputes residing in the courts of England and Wales.