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Terms & Conditions - Professional Services

These Terms and Conditions form the foundation of our partnership—a pact that not only ensures transparency, fairness, and mutual respect but also guarantees that as you navigate through our array of professional services, your interests are safeguarded and the high standards of Northern Reaches Ltd are unwaveringly upheld.

Welcome to Northern Reaches Ltd, where our dedication to digital excellence and transformation is matched only by our commitment to the well-being and mental health of both our teams and our valued clients.

This document, ‘Terms & Conditions – Professional Services‘, not only sets forth the legal framework and mutual obligations under which our services are provided and received but also embodies our ethos of supporting a positive, healthy working environment for everyone involved.

By engaging with Northern Reaches Ltd for services including Modern Workplace implementation, Digital Transformation initiatives, and Business Process Enhancement projects, you agree to be bound by these terms.

This agreement ensures a collaborative, transparent, and efficient partnership, grounded in our commitment to quality, innovation, client success, and the holistic well-being of all project team members and stakeholders.

These Terms and Conditions govern the provision of professional services offered and detailed in our quotation. Northern Reaches Ltd, a registered company in England and Wales (Company Number 12208269, whose registered office is at 71-75 Shelton Street, London, Greater London. WC2H 9JQ), is committed to ensuring clarity, fairness, and mutual respect in our service agreements.

This commitment extends from Northern Reaches Ltd (‘We’, ‘Us’, or ‘Provider’) to you, the purchaser of services (‘You’ or ‘Client’).

By accepting our quotation or through any performance of the services outlined, you are deemed to have accepted these Terms and Conditions. Together, these Terms and Conditions our quotation and statement of work constitute the entire agreement (‘the Contract’) between Northern Reaches Ltd and the Client, herein referred to as ‘<Enter Client Name>’.

It is acknowledged that in entering into this Contract, you have not relied on any statement, promise, or representation not set forth herein, made or given by or on our behalf. These Terms and Conditions apply to the Contract to the exclusion of any other terms you attempt to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing, ensuring that the document serves as the comprehensive and sole source of agreement.

  • The headings used within this document are designed for convenience and ease of navigation and shall not affect the interpretation of the text that follows.
  • Words imparting the singular shall include the plural and vice versa. References to any gender shall include all other genders, and references to persons shall include natural persons, corporate entities, and unincorporated associations of persons.
  • Specific terms defined within these Terms and Conditions, such as ‘Client’, ‘Services’, ‘Provider’, and ‘Agreement’, shall be understood as per their definitions provided to ensure consistency and clarity in interpretation.
  • References to any statute, act, or regulation include any amendments to that statute, act, or regulation that may occur over time, and include any subordinate legislation or regulations issued under the relevant statute.
  • Descriptive language and examples provided within these Terms and Conditions are intended to be illustrative and not exhaustive, serving to clarify rather than limit the scope of the respective clauses.

At Northern Reaches Ltd we are committed to fostering a supportive and flexible work environment that values the well-being and mental health of our team. We recognise the importance of quality time away from work for personal rejuvenation, family time, and overall well-being.

Our standard working hours are:

  • Monday through Thursday, 8:30 AM to 5:00 PM,
  • Friday, 8:30 AM to 12:30 PM.

At Northern Reaches Ltd, it is a key to ensure that team members have time off during key times of the year that coincides with expected education sector holiday periods.

Northern Reaches Ltd is therefore closed over a number of weeks throughout each year ensure team members enjoy life and family time.  The following are a list of business closure periods for each year:

  • Christmas Period: Closed from Christmas Day (December 25th) through New Year’s Day (January 1st) inclusive.
  • Easter Closure: Closed for the remaining week following Easter Sunday.
  • Summer Holidays: Closed for the last week of July and the first full week in August, allowing our team a restful break with family and friends during the summer months.
  • Public Holidays: Our services offered are paused on all recognised public holidays, allowing our team to partake in national and religious observances with their families and friends.

Northern Reaches Ltd also understands that religious festivals and periods can be important to not only team members, but to our clients as well.

While we champion annual leave and closure periods for the well-being of our team, we remain dedicated to delivering exceptional services to our clients. We pledge to communicate any adjustments to our business calendar with ample notice and to provide pathways for urgent support needs during our times of closure.

By partnering with Northern Reaches Ltd, clients and employees alike acknowledge and respect the balance we strive to maintain between providing dedicated services and supporting the well-being of our team. We believe that this approach not only enriches the lives of our employees but also enhances the quality of service provided to our clients.

“Work to Live, NOT Live to Work” – Anonymous

In providing our suite of services, Northern Reaches Ltd warrants to deliver with a steadfast commitment to quality, precision, and professionalism. Our services, as detailed in client-specific quotations and agreements, are guaranteed to be executed with reasonable care and skill, adhering closely to the agreed specifications and all material respects outlined within the project scope and statement of work.

We are dedicated to ensuring that our services not only meet but exceed the standards set forth in our quotations. Furthermore, we acknowledge the necessity to adapt our offerings to align with evolving legal and safety mandates. Should any adjustments be necessary to comply with such requirements, we pledge to communicate these changes promptly and efficiently to our clients, ensuring minimal disruption and maintaining transparency throughout the project lifecycle.

Northern Reaches Ltd endeavours to complete the delivery of services within the agreed timelines or as stipulated in our quotations. We recognise the importance of time in the execution of our services; however, we assert that the quality and comprehensiveness of our work take precedence. Thus, while we strive for efficiency, time shall not be construed as the essence of our obligations, allowing for flexibility to ensure the delivery of services meets our high standards and client expectations.

It is important to note that these Terms and Conditions are universally applicable to all aspects of our engagement, encompassing both the provision of services and any goods supplied in conjunction with these services. Unless explicitly stated otherwise, our commitment to quality, compliance, and client satisfaction extends across the entirety of our offerings, ensuring a cohesive and consistent client experience.

This section underlines Northern Reaches Ltd’s commitment to excellence, flexibility, and legal compliance in the provision of services. Our aim is not only to meet the expectations set forth in our agreements but to exceed them, fostering a relationship built on trust, quality, and mutual success.

In engaging Northern Reaches Ltd for professional services, it is incumbent upon you, the client, to facilitate a conducive environment for the efficient execution of these services. This entails a series of obligations, pivotal for the seamless delivery of our services, detailed as follows:

You are required to secure and provide any permissions, consents, and licenses essential for Northern Reaches Ltd to commence and continue the provision of services. This includes, but is not limited to, regulatory approvals, access rights, and any specific industry-related consents that might impact the project’s legal and operational framework.

To ensure the effective delivery of services, you must furnish Northern Reaches Ltd with access to all necessary information, materials, properties, and functionalities relevant to the project. This access is critical for the accurate assessment, planning, and implementation of the services agreed upon in the quotation and statement of work.

Adherence to these obligations is paramount. Failure to meet these requirements may not only hinder our ability to deliver services effectively but might also lead to the termination of services as stipulated under Clause 19 of these Terms and Conditions. In such instances, Northern Reaches Ltd reserves the right to discontinue the provision of services without prejudice to any other rights or remedies available under the law or this agreement.

It is important to acknowledge that any delays or failures in the provision of services attributable to your non-compliance with these obligations absolve Northern Reaches Ltd of liability. Our commitment to quality and timely delivery is contingent upon your cooperation and compliance with the provisions outlined in this section.

This section, thus, establishes the foundational responsibilities of the client, ensuring that both parties are aligned on the prerequisites for a successful project execution. Your cooperation and compliance with these obligations are essential to our mutual goal of achieving outstanding outcomes through the services offered by Northern Reaches Ltd.

In our pursuit to deliver exceptional professional services, Northern Reaches Ltd commits to the following obligations, ensuring our partnership is marked by efficiency, respect, and excellence:

We pledge to utilise reasonable care and skill in the performance of our services, adhering to the professional standards expected within our industry and those specifically outlined in our quotations and Statements of Work. Our services will be executed to meet or exceed the agreed-upon specifications and requirements, demonstrating our commitment to quality and client satisfaction.

Northern Reaches Ltd will conduct all activities under this agreement in full compliance with applicable laws, regulations, and safety requirements. Should legal or safety standards necessitate modifications to the services, we will promptly inform you of these changes and adjust our approach accordingly, without compromising the project’s objectives.

While we acknowledge the importance of time in the delivery of our services, we also recognise the paramountcy of quality. Therefore, we endeavour to complete our services within the agreed timelines or as stipulated in our quotations. Nevertheless, our focus on delivering services that meet our high standards of quality and precision takes precedence, ensuring that time considerations do not compromise the outcome.

Northern Reaches Ltd commits to maintaining open and clear communication throughout the duration of the project. We will provide timely updates on our progress and any issues that may arise, ensuring you are well-informed and engaged in decision-making processes that affect the service delivery.

Upholding the confidentiality of any information shared with us in the course of providing our services is a paramount obligation. Northern Reaches Ltd will safeguard such information, preventing its unauthorised disclosure or use, in accordance with our Confidentiality and Non-Disclosure Agreements.

Recognising the dynamic nature of our industry, we are committed to remaining adaptable and responsive to both your needs and any emerging trends or requirements, ensuring our services remain relevant and effective.

Northern Reaches Ltd is dedicated to fulfilling these obligations, underpinning our service delivery with a steadfast commitment to our clients’ success, project excellence, and adherence to ethical standards. Our aim is not only to meet your project requirements but to exceed them, fostering a productive and lasting partnership.

In consideration for the professional services provided by Northern Reaches Ltd, the fee structure is carefully outlined to ensure transparency and fairness in our financial engagements:

The fees (Fees) for our services are detailed within the quotation provided to you. This quotation outlines the agreed-upon scope of work documented within the statement of work and the corresponding fees, forming the basis of our financial agreement.

In delivering our services, certain reasonable incidental expenses may arise that are not included in the base fees. Such expenses include, but are not limited to:

  • Travel expenses,
  • Accommodation costs,
  • Subsistence allowances,
  • Any other associated expenses necessary for the completion of the services.

The provision of our services may occasionally require inputs from third parties or the use of specific materials. The costs associated with third-party services and materials necessary for the performance of our services will also be recoverable from you, as outlined in the quotation.

Should there arise a need for services not specified within the initial quotation, such services will be billed in accordance with our current daily rate or another mutually agreed-upon rate. This ensures flexibility and responsiveness to your evolving needs while maintaining clear financial agreements.

It is important to note that the fees quoted for our services do not include Value Added Tax (VAT) or any other taxes or levies that may be imposed or charged by competent authorities. Such taxes and levies will be additionally payable by you, in accordance with applicable laws and regulations.

The provisions outlined in Clause 23 of these Terms and Conditions, concerning payment terms and conditions, equally apply to additional services, ensuring a consistent approach to billing and payments across all our services.

This fee structure is designed to provide a comprehensive overview of all potential costs associated with our services, ensuring you are fully informed and in agreement with our financial terms before the commencement of any work. Our goal is to maintain transparency and predictability in our financial dealings, fostering a relationship built on trust and mutual respect.

Sub-Contracting and Assignment

To ensure the utmost efficiency and quality in the provision of our services, Northern Reaches Ltd reserves the following rights concerning subcontracting and assignment:

We maintain the ability to assign, transfer, charge, subcontract, or otherwise deal with our rights under these Terms and Conditions at any time. This flexibility allows us to engage third parties or delegate obligations to ensure the proficient delivery of services, without compromising on quality or timelines.

As our valued client, your rights or obligations under these Terms and Conditions cannot be assigned, transferred, charged, subcontracted, or dealt in any other manner without the prior written consent from Northern Reaches Ltd. This provision ensures that the integrity of the contractual agreement and the quality of service delivery are preserved.

In recognising the dynamic nature of business needs and project requirements, Northern Reaches Ltd provides a framework for the cancellation and amendment of services, ensuring flexibility while maintaining project integrity and timelines:

Northern Reaches Ltd reserves the right to withdraw, cancel, or amend a quotation if it has not been accepted by you, or if the services outlined have not commenced, within a period of 10 days from the date of the quotation. This measure is to ensure that our service offerings are up-to-date and reflect current capabilities and legal requirements.

Prior to the acceptance (or rejection) of the quotation by you, either party may cancel the order for any reason. This provision is designed to allow for flexibility and mutual agreement before any commitment is made.

Should you require any changes to the details of the services offered, such amendments must be communicated to us in writing at the earliest opportunity. Northern Reaches Ltd is committed to accommodating your needs, utilising reasonable endeavours to implement the required changes. It is important to note that additional costs incurred as a result of these changes will be reflected in the fees and subsequently invoiced to you.

In the event of circumstances beyond our control, as detailed in the forthcoming section ‘Circumstances beyond a party’s control’, necessitating adjustments to the services offered or the manner of their provision, we will notify you at the earliest opportunity. Our aim is to minimise any such changes and their impact on the service delivery, ensuring that your project objectives are met with minimal disruption.

Northern Reaches Ltd upholds the right to terminate the provision of services under the following circumstances, to safeguard the business and ensure the continuation of quality service delivery:

  • Material Breach: Immediate termination can occur if there is a material breach of obligations by you, the client, under these Terms and Conditions.

  • Failure to Make Payment: Non-payment of due amounts by the specified due date is grounds for immediate service termination.

  • Insolvency Events: The occurrence of any insolvency events concerning you, including but not limited to bankruptcy orders, voluntary arrangements under Part 1 of the Insolvency Act 1986, liquidation (voluntary or compulsory), appointment of a receiver or administrator, or any proceeding commenced relating to insolvency or potential insolvency, grants Northern Reaches Ltd the right to terminate the services immediately.

These provisions are designed to protect both Northern Reaches Ltd and its clients, ensuring that the provision of services can be conducted in a viable and legally compliant manner. Termination under these conditions is deemed necessary to preserve the integrity and sustainability of service provision.

This framework for cancellation, amendment and termination is designed to provide clarity and assurance to our clients, balancing the need for flexibility with the commitment to deliver quality services. By setting clear expectations and processes, we foster a collaborative environment that can adapt to changing needs and circumstances.

To facilitate a transparent and efficient billing process, Northern Reaches Ltd outlines the following payment terms and conditions, ensuring both parties have a clear understanding of their financial obligations:

Invoices for the services provided by Northern Reaches Ltd will be issued under one of the following conditions, depending on the scope and duration of the project:

  • Upon the completion of services, for projects where the total effort required is less than 50 hours; or
  • In accordance with a Payment Schedule, as detailed within the quotation provided to you.

Payment of invoices issued by Northern Reaches Ltd is due within 14 days from the invoice date, unless alternative credit terms have been mutually agreed upon in writing. It is crucial to note that timely payment is considered an essential aspect of our contract.

Should payment not be received within the specified 14-day period, Northern Reaches Ltd reserves the right to apply interest charges on the outstanding amount. Interest will be charged at an annual rate of 10% above the Bank of England’s base lending rate, accruing daily until full payment is received.

All payments made under these Terms and Conditions must be complete, without any deductions or withholdings, except as mandated by law. Neither party may assert any credit, set-off, or counterclaim against the other as a means to justify withholding payment of any amount, in whole or in part.

Failure to adhere to the payment terms may result in Northern Reaches Ltd suspending the provision of services and cancelling any future services that have been ordered or arranged with you. This measure is a last resort and is taken to ensure the sustainability and quality of our service provision.

Receipts for payment will be issued upon your request. All transactions will be conducted in British Pounds unless a different currency arrangement has been agreed upon in writing between Northern Reaches Ltd and you.

By establishing these payment terms, Northern Reaches Ltd aims to ensure a straightforward and agreeable financial relationship with our clients, underpinning our mutual commitment to a successful and professional partnership.

In the course of delivering our comprehensive range of services, Northern Reaches Ltd generates and utilises a variety of intellectual property assets. To ensure the protection of these assets and the integrity of our services, we establish the following intellectual property rights:

Northern Reaches Ltd retains ownership of all copyright and any other intellectual property rights that may subsist in any goods, materials, or services provided. This encompasses all creations, innovations, and developments produced or employed in connection with the provision of our services, whether they be documents, software, methodologies, or other materials.

We are committed to vigorously protecting our intellectual property rights. Northern Reaches Ltd reserves the right to take any appropriate legal action necessary to restrain or prevent the infringement, unauthorized use, replication, or distribution of our intellectual property. This includes, but is not limited to, seeking injunctive relief, damages, and the recovery of costs associated with the enforcement of our rights.

Where specific intellectual property assets are integral to the services provided and necessary for the client’s ongoing use, Northern Reaches Ltd may grant a limited, non-exclusive license for such use. This license will be subject to the terms agreed upon in the service agreement and is intended solely for the client’s business operations in connection with the services rendered. It does not permit the client to use Northern Reaches Ltd’s intellectual property for any other purpose or to sublicence, distribute, or create derivative works without express written permission.

Should the provision of our services require the use of third-party intellectual property, Northern Reaches Ltd will ensure that appropriate licenses are identified and ensure the client obtain any required licenses. Clients are reminded that such third-party intellectual property remains subject to the terms of the respective third-party licenses, including any restrictions on use.

This framework is designed to clarify the ownership, use, and protection of intellectual property within the context of our service delivery, ensuring respect for Northern Reaches Ltd’s innovations while providing clients with the necessary rights to utilise delivered solutions effectively within their operations.

In delivering our services, Northern Reaches Ltd adheres to the highest standards of professionalism and diligence. Despite our commitment, it is essential to delineate the boundaries of our liability concerning the services provided:

Our liability, whether under these Terms and Conditions, in breach of statutory duty, in tort, misrepresentation, or otherwise, shall be subject to the limitations set out in this clause. Specifically, our total liability is capped at the total amount of fees payable by you under the contract, ensuring a balanced risk allocation.

Northern Reaches Ltd shall not be liable for any indirect, special, or consequential loss or damage, costs, or expenses; nor for any loss of profits, anticipated profits, loss of business, loss of data, loss of reputation or goodwill, or business interruption. This exclusion applies regardless of whether such losses are caused by our employees, agents, or otherwise, and encompasses:

  • Any third-party claims;
  • Delays or failures in service provision due to causes beyond our reasonable control;
  • Losses caused directly or indirectly by your failure to fulfill your obligations;
  • Losses arising from the selection of Services and how they meet your requirements or your use of the services or any goods supplied in connection with the services.

You are required to indemnify Northern Reaches Ltd against all damages, costs, claims, and expenses we may incur as a result of loss or damage to any equipment (including third-party equipment) caused by you, your agents, or employees.

Nothing in these Terms and Conditions shall limit or exclude our liability for:

  • Death or personal injury caused by our negligence;
  • Fraudulent misrepresentation;
  • Any other matter for which it would be unlawful to exclude or limit liability.

This clause is designed to establish a clear understanding of the extent of our liability and the protections in place for both parties. It balances our commitment to service excellence with a pragmatic approach to risk management, ensuring that our clients can engage with our services confidently.

In our interactions and service delivery, Northern Reaches Ltd places a premium on the confidentiality and security of proprietary information. We understand the pivotal role that confidential data plays in the competitive edge and operational integrity of our clients. Therefore, we commit to the following principles and processes:

Northern Reaches Ltd pledges to maintain the confidentiality of all sensitive information entrusted to us in the course of providing our services. This commitment extends to all forms of data and communication, ensuring that your proprietary information remains secure and confidential.

Recognising that certain engagements may demand heightened confidentiality measures, Northern Reaches Ltd is prepared to formalise these requirements through a Non-Disclosure Agreement. An NDA provides an added layer of protection for your sensitive data, delineating specific terms tailored to the project or partnership’s needs.

For clients seeking additional confidentiality assurances beyond our standard Terms and Conditions, Northern Reaches Ltd welcomes the opportunity to discuss and execute a mutually agreed upon NDA. Such discussions will detail the scope of confidentiality, the information deemed confidential, obligations pertaining to the handling and disclosure of such information, and the agreement’s duration.

The execution of an NDA signifies both parties’ agreement to abide by the defined confidentiality obligations. Northern Reaches Ltd and the client commit to the responsible use, management, and nondisclosure of confidential information, ensuring a secure and respectful business relationship.

Our approach to confidentiality and the option for an NDA underscore our dedication to creating a secure, trust-based partnership with our clients. By safeguarding sensitive information, we aim to foster an environment conducive to open communication and successful collaboration.

In recognition of the importance of privacy and data protection, Northern Reaches Ltd adheres to stringent data protection principles, ensuring compliance with the General Data Protection Regulation (GDPR) and any other applicable data protection laws. Our data handling practices are designed to safeguard the confidentiality, integrity, and availability of personal data.

Both Northern Reaches Ltd and the client commit to comply with all applicable data protection laws in the handling, processing, and storage of personal data. This includes obtaining necessary consents and maintaining a record of data processing activities.

Personal data provided by the client or collected in the course of providing services will only be used in accordance with the established purposes detailed in our Privacy Policy and as necessary for the execution of the services offered.

We implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

In the event of a data breach, Northern Reaches Ltd will promptly notify the client and cooperate fully with any required investigations and compliance efforts.

This commitment ensures that our services are delivered with a keen focus on respecting and protecting personal data, fostering trust and compliance in all our engagements.

Northern Reaches Ltd advocates for the resolution of disputes through amicable and cooperative means. Should a dispute arise, the parties agree to engage in good faith negotiations to seek a mutual resolution.

Upon the emergence of any dispute, the parties shall first attempt to resolve the matter through direct discussions.

If the dispute cannot be resolved through direct negotiations within thirty (30) days, the parties agree to proceed to mediation, facilitated by a mutually agreed-upon mediator, before initiating any litigation.

In the event mediation fails to resolve the dispute, the parties may consider arbitration (if mutually agreed upon) or proceed to litigation, subject to the exclusive jurisdiction of the courts of England and Wales.

This structured approach aims to resolve disputes efficiently and amicably, preserving the professional relationship between Northern Reaches Ltd and the client.

Northern Reaches Ltd maintains comprehensive insurance policies to safeguard against potential liabilities and risks associated with the provision of our services. These policies are in full compliance with industry standards and legal requirements, ensuring robust protection for our operations, our clients, and third parties.

Details of our insurance coverage, including the types and amounts of coverage, will be made available to clients upon request. This may include professional indemnity, public liability, and any other relevant insurance.

The client agrees to indemnify and hold harmless Northern Reaches Ltd and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses arising out of the client’s misuse of the services provided, violation of these Terms and Conditions, or violation of any law or rights of a third party.

This indemnification obligation does not extend to any liability, claim, or expense attributable to the negligence or wilful misconduct of Northern Reaches Ltd.

This provision ensures that both Northern Reaches Ltd and the client are protected against unforeseen liabilities and that there is a clear understanding of the insurance and indemnification mechanisms in place.

Northern Reaches Ltd reserves the right to update or amend these Terms and Conditions as necessary to reflect changes in our services, legal requirements, or business practices. Any amendments will be made with due consideration for the interests of both parties and in compliance with applicable laws.

Clients will be notified of any changes to these Terms and Conditions at least 30 days before such changes take effect. Notification will be provided through email or another agreed-upon communication channel.

Continued use of Northern Reaches Ltd’s services after the effective date of any amendments will constitute acceptance of the revised Terms and Conditions. If the client does not agree to the changes, they should notify Northern Reaches Ltd before the changes take effect, and both parties will discuss potential adjustments or agree to terminate the services.

All amendments will be documented, dated, and made available to the client, ensuring transparency and accessibility of the current Terms and Conditions at all times.

This procedure ensures that updates to our Terms and Conditions are managed in a transparent, fair, and legally compliant manner, supporting the ongoing integrity of our client relationships.

Northern Reaches Ltd’s services are provided in accordance with applicable industry standards, regulations, and legal requirements. This commitment ensures the highest levels of professionalism, safety, and compliance in all aspects of our service delivery.

Both Northern Reaches Ltd and the client agree to adhere to all relevant industry-specific regulations and standards, including obtaining any necessary licenses or permits.

Northern Reaches Ltd will inform the client of any changes in industry requirements that may affect the services provided. Similarly, the client is responsible for notifying Northern Reaches Ltd of any changes in their operations or requirements that may impact the services received.

The parties commit to cooperating fully to ensure compliance with all relevant industry requirements, facilitating a seamless and compliant service provision.

This section underscores our commitment to adhering to specific industry requirements, ensuring that our services not only meet but exceed the regulatory and compliance standards.

In the course of business, unforeseeable events may occur that prevent or delay a party from fulfilling its contractual obligations. Northern Reaches Ltd recognises the importance of providing a clear framework for such instances, ensuring fairness and understanding between both parties involved:

Force majeure refers to any event beyond the reasonable control of either party, impacting their ability to perform obligations under these Terms and Conditions. Such events include, but are not limited to:

  • Power failures,
  • Failures of Internet Service Providers,
  • Industrial actions,
  • Civil unrest,
  • Natural disasters (fires, floods, storms, earthquakes),
  • Acts of terrorism,
  • Acts of war,
  • Governmental actions,
  • Or any other events beyond the control of the affected party.

When either party is hindered or prevented from performing their obligations due to a force majeure event, they are temporarily relieved from those obligations without liability for the delay or failure. The affected party is required to notify the other party as soon as practicable, detailing the nature of the event, its anticipated duration, and the affected obligations.

If the delay or prevention continues for a period of 90 days, either party retains the right to terminate or cancel the services to be carried out under these Terms and Conditions. This provision ensures that neither party is indefinitely bound in a situation where performance is rendered impossible or impracticable for an extended period.

Upon the cessation of the force majeure event, both parties will discuss in good faith the resumption of the performance of contractual obligations and potential adjustments to the service delivery schedule, considering the impact of the delay.

This clause is designed to protect both parties in the event of significant disruptions caused by circumstances beyond their control, ensuring a balanced approach to risk and responsibility.

In the construction and application of these Terms and Conditions, it is our mutual intention to establish a legally binding and compliant framework for our services. However, the complexity of law and business may lead to situations where specific provisions within these Terms and Conditions could be found to be unlawful, invalid, or otherwise unenforceable. To address such eventualities:

Should any provision (or part thereof) within these Terms and Conditions be determined by any court or competent authority to be unlawful, invalid, or unenforceable, such provision or part-provision will, to the extent required, be severed from the remainder of the Terms and Conditions. The severance of such provisions will not affect the lawfulness, validity, and enforceability of the remaining provisions of the agreement.

This severance clause is designed to ensure that the overall agreement between Northern Reaches Ltd and the client remains intact and operational, preserving the intentions and obligations of both parties as much as legally possible. The remaining parts of these Terms and Conditions will continue in full force and effect, maintaining the foundation for our ongoing business relationship.

Following the severance of any unlawful, invalid, or unenforceable provision, Northern Reaches Ltd and the client may negotiate in good faith to amend or replace the severed provision with a valid and enforceable one, which achieves, to the greatest extent possible, the original objectives and commercial intent of the severed provision.

In the interest of preserving the full spectrum of rights and remedies provided under these Terms and Conditions, it is mutually agreed that:
  • Endurance of Rights and Remedies: No delay, act, or omission by either Northern Reaches Ltd or the client in exercising any right or remedy shall be construed as a waiver of that right or remedy, or of any other rights or remedies.
  • Continued Enforceability: The non-exercise or partial exercise of any right or remedy shall not hinder or restrict further exercise of that, or any other, right or remedy.
This clause is designed to ensure that the strategic management of rights and remedies by either party does not inadvertently diminish their legal rights under these Terms and Conditions. It reinforces the principle that rights and remedies are enduring features of the agreement, available for exercise at any time, in accordance with the terms agreed upon.

This approach to severance ensures that the Terms and Conditions are adaptable and resilient, capable of withstanding legal scrutiny while preserving the agreed-upon framework for our professional services.

To ensure legal clarity and predictability in our engagements, the Terms and Conditions governing the relationship between Northern Reaches Ltd and its clients are specified as follows:

These Terms and Conditions, and the agreement they form upon acceptance, are to be governed by and construed in accordance with the laws of England and Wales. This choice provides a comprehensive legal framework, ensuring that our service offerings and contractual agreements are underpinned by a clear, stable set of legal principles.

Should any disputes arise out of or in connection with these Terms and Conditions, both Northern Reaches Ltd and the client agree to submit exclusively to the jurisdiction of the courts of England and Wales. This commitment to a specific jurisdiction aims to streamline the resolution process for any legal disputes, making it more efficient for both parties involved.

Notwithstanding the above, Northern Reaches Ltd advocates for the initial exploration of alternative dispute resolution (ADR) methods, such as mediation or arbitration, to resolve disputes amicably. This approach aligns with our ethos of maintaining constructive and positive business relations, favouring amicable resolutions over litigation when possible.

By agreeing to these provisions, Northern Reaches Ltd and the client commit to a legal and procedural framework designed to support a stable, predictable, and fair basis for the provision and receipt of services.

In the interest of ensuring clear and effective communication throughout the duration of our engagement, the following protocol is established for all notices under these Terms and Conditions:

All notices required or permitted to be given under these Terms and Conditions must be in writing. They must be signed by, or on behalf of, the party giving the notice or by a duly authorised officer of that party, ensuring the authenticity and formal recognition of the communication.

Notices shall be considered duly given and effective:

  • Immediately upon delivery, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
  • Upon the generation of a successful transmission report or return receipt, if transmitted by fax or email, confirming the electronic delivery and receipt of the notice;
  • On the fifth business day following mailing, if sent by national ordinary mail, providing a buffer for postal delivery within the same country;
  • On the tenth business day following mailing, if sent by airmail, accommodating for international postal delivery times.

Notices must be sent to the most recent address, email address, or fax number that has been notified by the recipient party. This ensures that all communications are directed to the most current and relevant contact details, minimising the risk of missed or delayed notices.

This communication protocol is designed to ensure that all formal notices and communications related to these Terms and Conditions are handled efficiently and with due regard for their importance in maintaining the integrity of our professional relationship.