Ikigaico Ltd – General Terms and Conditions
Effective Date: 14 May 2024
1. Definitions
1.1. “Consultancy” refers to Ikigaico Ltd, its divisions, employees, agents, and contractors.
1.2. “Client” refers to the individual or entity entering into an agreement with the Consultancy for services.
1.3. “Services” refer to all consultancy, technical, creative, or operational support provided by the Consultancy.
1.4. “Agreement” means these terms and conditions, any signed proposals, quotations, statements of work, or any other written agreement between the Client and the Consultancy.
2. Scope of Services
2.1. The Consultancy agrees to provide Services as described in the Agreement, including but not limited to:
– Technical Division: subject matter expertise, design, development, and integration of immersive/spatial
simulations for high-hazard industries.
– Creative Division: Marketing communications, brand creation, and management services.
– Business Operations Support: Strategic support for growth, general operations, compliance, and quality management.
2.2. Specific details, timelines, deliverables, and fees for the Services will be outlined in a separate proposal, quotation, or statement of work, which shall form part of this Agreement.
2.3 Subject to the Client paying the Fees in accordance with clause 3, from the date of this Agreement, the Consultancy shall deliver whichever of the Services the Client may require and which are agreed in writing between the parties from time to time for the duration of the Term in accordance with the terms and conditions of this Agreement.
2.4 .This Agreement shall commence on the date of this Agreement. Unless terminated earlier in accordance with clause 10, this Agreement shall continue for the Initial Term and shall automatically extend for twelve (12) months (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term.
3. Fees
3.1 The Client shall pay the Fees in full and in cleared funds and in accordance with the Agreement.
3.2 VAT will be included on invoices where appropriate at the prevailing rate from time to time.
3.3 .There is no financial rebate against the Minimum Monthly Payment (as defined in the Schedule) in lieu of unused hours and
unused hours cannot be set against bought-in costs or any other invoices.
3.4. The Consultancy’s charge-out rates set out in Part B of the Schedule to this Agreement shall increase each year by not less than a
percentage equal to the annualised percentage increase in the Retail Price Index published by the Office for National Statistics over the preceding 12-month period but in any event any single increase for a Renewal Term shall be no more than £10 per hour.
3.5 .The Client shall not be charged for the correction by the Consultancy of factual errors/omissions, spelling/grammatical errors and print production errors, which are the responsibility of the Consultancy.
3.6. If it is agreed that work shall be undertaken that is outside the scope of the Services, the Consultancy reserves the right to charge a further fee for any such additional work. Any such additional fee shall be subject to the Client’s prior written approval, such
approval not to be unreasonably withheld, conditioned or delayed.
3.7. The Client agrees that, in respect of any media commissions paid by third party suppliers, the Client will pay such media commissions immediately in full to the Consultancy.
3.8.If the Client terminates the Agreement on notice for whatever reason in accordance with clause 14 below and the Client does
not wish the Consultancy to undertake any work during the notice period, the Consultancy will charge a payment in lieu equivalent to three
times the average monthly fee calculated over the entire period of the Agreement.
3.9. Invoices are payable within 28 days of the invoice date unless otherwise agreed in writing.
3.10. Late payments may incur interest at the rate of 4% per month or part thereof, starting on the due date until full payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
3.11. The Consultancy reserves the right to suspend Services if payments are not made in accordance with the agreed terms.
4. Bought-in Costs and Expenses
4.1. In addition to the Fees, the Consultancy shall invoice the Client (at cost) for Bought-In Costs and Exceptional Expenses incurred by
the Consultancy in performance of the Services.
4.2.The Consultancy shall obtain the Client’s prior written approval for any Exceptional Expenses which exceed £100. For the avoidance
of doubt, the Consultancy shall be entitled to engage third party suppliers to provide goods and services to the Client in performance of the Services and shall not be required to obtain the approval of the Client in respect of any Bought-In Costs associated with such third party suppliers.
5. Payment Terms
5.1. Fees, Bought-In Costs and Exceptional Expenses and any associated handling fees shall be paid according to the provisions of Part C of the Schedule to this Agreement.
5.2.If the Client fails to make payment in accordance with clause 3.1 above the Consultancy may:
• 5.2.1. Claim interest under the Late payment of Commercial Debts Act 1998, accruing on a daily basis from the due date
for payment until payment is made, whether before or after any judgment and the Client shall pay the interest
immediately on demand;
• 5.2.2. Suspend the provision of the Services until payment is made in full;
• 5.2.3. Demand immediate payment by the Client for:
• 5.2.3.1. Any costs of Services already supplied to the Client but not yet invoiced; and
• 5.2.3.2 Any unpaid Fees due which have not yet been paid by the Client; and
• 5.2.3.3 Any Bought-In Costs, associated handling fees and Exceptional Expenses already approved by the Client
and incurred by the Consultancy.
5.3. The cost to the Consultancy of materials or services purchased overseas for the Services may be more or less than the cost
anticipated at the date when the Consultancy ordered the relevant materials or services (or obtained the Client’s approval for such
costs) as a result of fluctuations in the rate of currency exchange. If so, the Consultancy shall charge the Client at the rate of currency
exchange in operation on the date the Consultancy pays for the relevant materials or services, which shall be deemed to be the closing mid-point rate in London for that day as subsequently quoted in the next published edition of The Financial Times.
5.4. All sums payable to the Consultancy under this Agreement shall become due immediately on its termination, despite any other
provision. This clause 5.4 is without prejudice to any right to claim for interest under the law, or any such right under this
Agreement.
5.5. All amounts due under this Agreement 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).
5.6 Time for payment shall be of the essence of this Agreement.
6. Amendments to Work in Progress
6.1.The Client may request the Consultancy to cancel or amend any and all plans, schedule or work in progress. The Consultancy will take all reasonable steps to comply with any such request provided that the Consultancy is able to do so within its contractual obligations to suppliers.
6.2.In the event of any such cancellation or amendment the Client will reimburse the Consultancy for any charges or expenses incurred by the Consultancy to which the Consultancy is committed. The Client shall also pay the Consultancy’s Fees covering the cancelled or amended Services as well as any charges imposed on the Consultancy by third parties arising from the cancellation or amendment.
7. Responsibilities of the Client
7.1.The Client warrants that to the best of its knowledge and belief, all information provided by it to the Consultancy during the
performance of the Services is accurate and complete and that the Client is entitled to provide such information, and has obtained all and any rights, licenses and/or consents necessary to permit the use of any photography, artwork, literature or other materials provided by or on behalf of the Client (the “Input Materials”) for use by the Consultancy in performance of the Services.
7.2.The Client shall:
7.2.1 provide all cooperation to the Consultancy as may be required in order for the Consultancy to perform the Services;
7.2.2 appoint and/or have in place at all times a representative of the Client to liaise with the Consultancy in relation to the Services,
such representative to have authority to contractually bind the Client;
7.2.3 provide, for the Consultancy, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as reasonably required by the Consultancy;
7.2.4 provide, in a timely manner, such Input Materials and other information as the Consultancy may reasonably require, and ensure
that it is accurate in all material respects;
7.2.5 inform the Consultancy of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises; and
7.2.6 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services,
insofar as such licences, consents and legislation relate to the Client’s business, premises, staff and equipment, in all cases before the date on which the Services are to start.
7.3.If the Consultancy’s performance of its obligations under this Agreement is prevented or delayed by:
• 7.3.1. any act or omission of the Client, its agents, subcontractors, consultants or employees
• 7.3.2. any failure or delay in the Client’s performance of its obligations under this Agreement; and/or
• 7.3.3. the fraud or negligence the Client, its agents, subcontractors, consultants or employees,
(each a “Client Default”), the Consultancy shall not be liable for any delay in or failure of performance of its obligations (including any
failure to achieve any milestone or other date) or for any costs, charges or losses sustained or incurred by the Client that arise
directly or indirectly from such Client Default.
7.4.The Client shall be liable to pay to the Consultancy, on demand, all reasonable costs, charges or losses sustained or incurred by the Consultancy that arise directly or indirectly from any Client Default, subject to the Consultancy confirming such costs, charges and losses to the Client in writing.
7.5 The Client will indemnify the Consultancy against any loss or damage arising from any claim or allegation that the In-put Materials infringe the rights of any third party.
8. Responsibilities of the Consultancy
8.1.The Consultancy shall perform the Services with reasonable skill and care, to a standard to be reasonably expected from a
competent and professional supplier of business management services, ai and immersive technologies, project delivery, marketing, and associated services.
8.2.The Consultancy shall use reasonable endeavours to meet any performance dates agreed between the parties from time to time,
but any such dates shall be estimates only and time for performance by the Consultancy shall not be of the essence of this Agreement.
9. Confidentiality
9.1. Both parties agree to keep confidential any information disclosed by the other party in connection with the Services that is either marked as confidential or that a reasonable person would understand to be confidential.
9.2. Confidential information shall not include information that is publicly available, already in possession of the receiving party, or obtained from a third party without breach of any obligation of confidentiality.
9.3. The obligations of confidentiality shall survive the termination of this Agreement.
10. Intellectual Property
10.1. The Consultancy retains all rights to its pre-existing intellectual property, including branding, brand marks, websites, methodologies, processes, tools, templates, and software used or developed before the commencement of the Services.
10.2. Any new intellectual property created specifically for the Client as part of the Services will be transferred to the Client upon full payment of all fees due.
10.3. The Client grants the Consultancy a non-exclusive, royalty-free license to use the Client’s intellectual property solely for the purpose of providing the Services.
11. Liability and Indemnity
11.1. The Consultancy will use reasonable care and skill in providing the Services. However, it will not be liable for any indirect, consequential, or economic losses, or for any loss of profit, revenue, business, contracts, or anticipated savings.
11.2. The Client agrees to indemnify and hold the Consultancy harmless from any claims, liabilities, damages, or expenses arising out of or in connection with the Client’s use of the Services, except to the extent caused by the Consultancy’s negligence or willful misconduct.
11.3. The maximum liability of the Consultancy for any claim arising from or related to the Services shall not exceed the total amount paid by the Client for the Services giving rise to the claim.
12. Termination
12.1.Either party may terminate this Agreement by giving written notice to the other party, not later than three months before the
end of the Initial Term or the relevant Extended Term, as the case may be, and the Agreement shall terminate three months after
the expiry of the Initial Term or the relevant Extended Term.
12.2.The Consultancy may terminate this Agreement immediately by service of notice in writing to the Client, if the Client:
• 12.2.1. is in material breach of any of the terms of this Agreement, and in the case of a breach capable of remedy, fails to
remedy such breach within 14 days of receipt of a written notice giving the full particulars of the breach and of the steps
required to remedy it; or
• 12.2.2. fails to pay any amount due under this Agreement on the due date for payment and remains in default not less
than 14 days after being notified in writing to make such payment;
• 12.2.3. 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 or (being a partnership) has any partner to whom any of the foregoing
apply;
• 12.2.4. commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes
a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for
the sole purpose of a scheme for a solvent amalgamation of that party with one or more other companies or the solvent
reconstruction of that party;
• 12.2.5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding
up of that party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that party
with one or more other companies or the solvent reconstruction of that party;
• 12.2.6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of
intention to appoint an administrator is given or if an administrator is appointed, over the party (being a company);
• 12.2.7. the holder of a qualifying floating charge over the assets of that party (being a company) has become entitled to
appoint or has appointed an administrative receiver;
• 12.2.8. a person becomes entitled to appoint a receiver over all or any of the assets of the party or a receiver is appointed
over all or any of the assets of the party;
• 12.2.9. a creditor or encumbrancer of the party attaches or takes possession of, or a distress, execution, sequestration or
other such process is levied or enforced on or sued against, the whole or any part of the party’s assets and such
attachment or process is not discharged within 14 days;
• 12.2.10. any event occurs, or proceeding is taken, with respect to the party in any jurisdiction to which it is subject that has
an effect equivalent or similar to any of the events mentioned in clause 14.2.3 to clause 14.2.9 (inclusive);
• 12.2.11. suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• 12.2.12. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act
2010).
12.3. On termination or expiry of this Agreement:
• 12.3.1. the Client shall immediately pay to the Consultancy all of the Consultancy’s outstanding unpaid invoices and interest and, in
respect of Services supplied but for which no invoice has been submitted, the Consultancy may submit an invoice, which shall
be payable immediately on receipt;
• 12.3.2. the Client shall return all Pre-existing Materials. If the Client fails to do so, then the Consultancy may enter the Client’s
premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely
responsible for their safe keeping; and
• 12.3.3. any clauses expressly or implicitly intended to survive termination of this Agreement shall do so.
12.4.Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have
accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement
which existed at or before the date of termination or expiry.
13. Force Majeure
13.1. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil commotion, labor disputes, or governmental regulations.
13.2. In the event of a force majeure occurrence, the affected party shall promptly notify the other party in writing and make reasonable efforts to mitigate the impact.
14. Governing Law and Jurisdiction
14.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
14.2. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
15. Amendments and Waivers
15.1. Any amendments to this Agreement must be in writing and signed by both parties.
15.2. A waiver of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of that term or condition.
16. Entire Agreement
16.1. This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior discussions, agreements, or understandings of any kind.
17. Notices
17.1. Any notices required or permitted under this Agreement shall be in writing and delivered to the other party at the address set out in the relevant proposal or statement of work or such other address as either party may designate by notice to the other.
18. Dispute Resolution
18.1 If any claim or dispute arises under or in connection with this Agreement, the parties shall attempt to settle such claim or dispute by negotiation prior to commencing legal proceedings.
19. Data Protection
19.1. Both parties agree to comply with the applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
19.2. The Client consents to the Consultancy processing personal data as necessary for the performance of the Services and in accordance with the Consultancy’s Privacy Policy.
19.3 The Client shall notify the Consultancy without undue delay and in writing on becoming aware of any Personal Data Breach in
respect of any Personal Data.
Deletion/Return
19.4.On ceasing to provide the Services relating to the processing of Personal Data, at the Client’s cost and option, both parties
shall either return all of the Personal Data or securely dispose of the Personal Data except to the extent any applicable law requires the Consultancy to store such Personal Data.
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SCHEDULE
PART A: SERVICES
The services to be provided by the Consultancy will include one or more of the following as requested by the Client or instigated by the Consultancy:
- ikigai – the consultancy hub
- General day-to-day business operations management
- Quality management – policy creation, implementation, and maintenance
- HR / IT / ESG / compliance policies and procedures
- Bid / tender / procurement services
- Legal / commercial / financial / HR / IT administration
- Business strategies, plans, and procedures in line with overall company culture and vision
- Supply chain and stakeholder management
- Executive board membership, administration, reporting
- Executive assistance
- Investor reporting; fundraising; pitch decks
- ikigai – technical consultancy hub
- Subject matter expertise
- Account management
- Project management & delivery
- Strategic advisory
Additional services currently outside of scope will be charged on ad hoc basis:
- ikigai – the creative hub
Marketing/Advertising
• Consultancy
• Marketing plans, strategies, timing plans and contact reports
• Creative concepts, content management, and graphic design as required
• UI/UX
• Internal Communications
Digital
• Strategies, timing plans and contact reports
• Strategies, concepts, design and programming for online marketing and advertising
Training
• Brand training
• Bespoke training, coaching and mentoring
General
• Briefing, liaison, and reporting as necessary
• Accurate record keeping of work undertaken
• Administration and account management as required
PART B: TERM AND FEES
INITIAL TERM: Twelve months from the date of this Agreement.
FEES: The Consultancy’s Fees for the Services during the Term calculated on the basis of the Hourly Rates set out below The Consultancy
will charge out all its personnel at the following rates:
Standard £40 per hour; Consultant £90 per hour and Directors £120 per hour, subject always to the Client paying a minimum monthly payment to the Consultancy (“Minimum Monthly Payment”) of: £12,500 for up to 312 standard hours. All fees subject to VAT.
Whereby the Consultancy introduces new business to the Client, a new business introduction fee of 7.5% of new business contract value will apply based on the Consultancy’s standard terms.
The Fees set out above are fully inclusive of all general operating costs which include in- house mono and
colour outputs, all communication costs, all subsistence costs, specialist databases, all subscriptions (except those required solely for the Client) and all other costs incurred by the Consultancy in the performance of the Services.
The only exceptions, which shall be charged over and above the hourly fees are Bought-In Costs and Exceptional Expenses which are subject to the provisions of clause 7 of this Agreement and handling fees, as specified in Part C of the Schedule.
PART C: INVOICING and PAYMENT
• Payment of the Minimum Monthly Payment is to be made monthly in advance with the first payment due on receipt of invoice and all subsequent payments payable on receipt of monthly invoices
• If the Minimum Monthly Payment exceeds the number of hours incurred by the Consultancy, the Consultancy shall credit the Client’s account with those additional hours and carry them over to the following month for a maximum of 3 months.
• There is no financial rebate against the Minimum Monthly Payment and unused hours cannot be set against bought-in costs or on other invoices. All other payments including Bought-In Costs and Exceptional Expenses are due within 30 days of the date of invoice subject to a maximum outstanding balance at any given time.
• Bought-In Costs will be subject to a 15% handling charge.
PART D: DATA PROTECTION
Data Processing Details
Processing of the Personal Data by the Consultancy under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out below:
1. Subject-matter, nature and purpose of processing:
The Consultancy will process the Personal Data set out below in this Schedule 1 in order to:
• send marketing communications to the Client’s existing and prospective clients and contacts;
• analyse and assess the Client’s existing and prospective clients;
• devise marketing strategies for the Client;
• carry out the Services described in Part A of this Schedule,
and otherwise perform the Services under the Agreement.
2. Duration of the processing:
Unless required to retain the information for a longer period under any legal obligation, the Personal Data will be retained for as
long as necessary to provide the Services or for the term of the Agreement (whichever is shortest).
3. Types of personal data:
Name, job title, employer/business, address, email address, telephone number, mobile phone number, bank details.
4. Categories of data subjects:
• Client staff and personnel;
• Potential and existing clients and contacts of the Client.
Technical and organisational security measures:
The Consultancy shall implement and maintain the following technical and organisational security measures to protect the Personal
Data:
In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Personal Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data transmitted, stored or otherwise processed, the Consultancy shall implement appropriate technical and organisational security measures appropriate to the risk, including is appropriate those matters mentioned in Articles 32(a) to (d) of the GDPR.