We’re Quantico, and we’re looking forward to working with you.
Before we get started, there are a few key points to note.
Our contract: This document sets out the terms and conditions which apply to how we work with you. It clarifies the respective responsibilities of you and us. The details of the Team and the Scope that they have with you will be set out in your Statement of Work.
Together, these make our contract. So please be sure to read through both before signing your Statement of Work.
What we commit to: We provide you with great people directly in your business. Your Team will work with you for an agreed period of time each week. We are not a regulated Accounting Firm, and our Team are not providing services as accountants.
What you commit to: The Team need your reasonable cooperation to work with you. They’ll need suitable access to all relevant systems, processes, networks, files, documentation and information. We won’t be liable to you if the Team cannot work effectively with you, where you don’t reasonably cooperate.
Fees: You agree to pay our Fees within 30 days of receiving our invoices. We reserve the right to suspend the provision of the Team to you in the event of a delayed payment of Fees.
A copy of these terms and conditions is also available upon request by emailing email@example.com.
1.1. We are Quantico Analytics Limited (registered in England and Wales with company number 11056699), and our registered office is at 1 Long Lane, London,England, SE1 4PG (“Quantico”, “our”, “us”, “we”).
1.2. We provide our partners (“you”, “your”) with a member, or members, of our employees, or independent contractors, of various grades (“Team”).
1.3. We are not a regulated Accounting firm, and our Team are not providing services as accountants.
2.1. These terms and conditions, as amended from time to time (“Terms”), set out the basis on which we provide you with a Team.
2.2. We agree to provide you with a Team for the agreed number of days (“Scope”) as detailed in a Statement of Work (“SoW”).
2.3. By signing a SoW with us:
2.4. If there’s any conflict between these Terms and any SoW, the SoW will take precedence.
3.1. During the engagement, we will provide you with a Team:
3.2. We have taken all reasonable care to assess that your Team have the required skills and experience to undertake work reasonably expected of their grade, through:
3.3. We will provide your Team, at our own expense, with:
4.1. Your Team will:
4.2. We can not commit that your Team will:
4.3. For the avoidance of doubt, your Team can not:
5.1. As our Partner, you acknowledge that you:
5.2. You commit to:
5.3. Where you do not undertake any of the commitments listed above in Sections 5.1 and 5.2, you acknowledge that:
6.1. Our fees as per the Scope agreed with you (“Fees”) are detailed in the relevant SoW.
6.2. Our fees are:
6.3. Where required, you may:
6.4. We reserve the right to:
6.5. Where agreed in advance, if your Team incur expenses in the course of working with you, including but not limited to (i) travel & accommodation, (ii) software, or (iii) other services, then you will reimburse the Team member, as per your own expenses process.
6.6. In the event of a disagreement or dispute concerning the fees due under an invoice, we agree to use all reasonable good faith efforts to find an amicable solution, and any adjustment mutually and expressly agreed will be reflected in a new re-issued invoice to you.
7.1. The date that the SoW between you and us is signed (“Effective Date”) will be the start of our Contract, and will allow us to book in a Team up to, and including the Scope agreed in the SoW.
7.2. The first time booked with your Team (“Start Date”) shall be agreed with you in writing separately and is subject to our availability.
7.3. Our Fees will become payable for all bookings made from the Effective Date, even if this is before the Start Date.
7.4. The Contract will remain in force until terminated in line with the provisions set out below.
7.5. Each of us may terminate the Contract by giving the other written notice as agreed and detailed in the SoW.
7.6. You, or we, may immediately terminate the Contract by giving written notice to you if:
7.7. We may immediately terminate the Contract by giving written notice to you if:
7.8. The rights to terminate the Contract given by this section shall not prejudice any other right or remedy of you or us in respect of the breach concerned (if any) or any other breach.
7.9. In the event of the termination of the Contract for any reason:
8.1 We understand that your requirements may change from time to time, and as such, you may provide us with a written request to increase or decrease the Scope agreed in the SoW.
Increases in Scope
8.2. We will not increase the Scope set out in an SoW without your prior written agreement.
8.3. You may ask to increase your Scope, which we shall consider and action wherever reasonably and commercially practical.
8.4. Where increases to the Scope relate to a month that has already been invoiced, an additional invoice covering these Fees will be provided at the end of each month.
Decreases in Scope
8.5. You may ask to decrease your Scope, for whatever reason (as a one-off or on an ongoing basis), which will be actioned in line with the Term and Termination Section (6) above, and per the notice period set out in the SoW.
8.6. We will, at our discretion, either (i) reduce our Fees by the relevant amount as set out in your SoW, or (ii) provide you with a credit for the relevant Fees already invoiced or paid.
Holiday and leave
8.7. We may decrease the Scope as set out in the SoW for a period of time where a member of your Team takes leave, including but not limited to: holiday, parental leave or sick leave.
8.8. Our staff have the flexibility to choose whether they work on national holidays (inc UK bank holidays) and they will communicate such with you where it may impact on your Scope, and where your Team are not taking leave and are available this time will be billed as normal, as set out in section 5.
8.9. You agree that:
Employment of staff
9.1 Your Team will remain under our employment or engagement regardless of the location or the scope of work performed.
9.2. We will remain responsible for:
Recruiting Quantico staff
9.3. As your business grows, you may wish to recruit members of Quantico personnel, which we believe can be a great opportunity for both you and the relevant team member.
9.4. When you hire a member of our Team (whether an employee or contractor), a fee (“Recruitment Fee”) will be payable by you to us as set out in your SoW.
9.5. The Recruitment Fee is subject to these Terms, and covers the expense of sourcing and recruitment, onboarding, and training of a replacement.
10.1. Nothing in the Contract or resulting from our work with you should be considered to alter, modify or reduce the statutory duties on you and your Directors including, but not limited to:
10.2. It remains your responsibility for, and to approve, all payments made from your bank accounts.
10.3. Where you grant your Team access to your bank accounts, you acknowledge that you do so at your own risk and you remain responsible for:
10.4. You acknowledge that no liability will arise whatsoever and you hold us and your Team harmless in relation to (i) your grant of such access, or (ii) any such payments prepared or made; including any payment from your bank account made:
11.1. We will inform you if we become aware of any conflict of interest in our relationship with you, or in our relationship with you and another partner.
11.2. Where such conflicts are identified which cannot be managed in a way that we consider reasonably protects your interests, then we will regrettably be unable to continue to work with you and will seek to terminate our Contract in line with the provisions in Section 6 and in line with our notice period with you.
11.3. In these circumstances, you will remain responsible for the Fees up to the date on which this contract is terminated.
11.4. If, in our opinion, there is a conflict of interest that is reasonably capable of being addressed and managed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards.
11.5. We reserve the right to act for other Partners whose interests are not the same as or are adverse to, yours subject to us complying with the obligations of confidentiality referred to in these Terms.
12.1. We acknowledge that, under this Contract, our Team will have access to Confidential Information which shall only be used as directed by you and for the proper performance of working with you.
12.2. For the purposes of this Clause;
12.3. Our Team shall not (except in the proper course of their duties) either during the duration of this Contract or after the termination of this Contract, use or disclose to any third party (and we shall use our best endeavours to prevent the publication or disclosure of) any Confidential Information.
12.4. This restriction does not apply to any information:
12.5. At any stage during the Contract upon a request by you and upon termination or expiry of this Contract for whatever reason, we will promptly return all and any of your property and Confidential Information still in our possession.
13.1. To make this section clear, we will use the following terms:
13.2. We confirm that we will comply with the provisions of the Data Protection Legislation when processing personal data about Relevant Data Subjects.
13.3. This Agreement shall not relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
14.1. In this Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
14.2. In the capacity of collecting and storing your data for, but not limited to, (i) updating and enhancing our client partner records, (ii) analysing information for management purposes and statutory returns, or (iii) legal and regulatory compliance and crime prevention, we may obtain, process, use and disclose personal data. In doing so, Quantico is acting as an independent data controller.
14.4. If your Team are required to process personal data of Relevant Data Subjects, including, but not limited to, (i) running payroll, (ii) customer invoicing and accounts receivable processing, or (iii) working with your suppliers, then they are acting on your behalf as a data processor.
14.5. In doing so, we shall:
14.6. If we, or your Team, become aware of any personal data breach, we will notify you without undue delay.
14.7. It is your responsibility to ensure that you have in place all necessary consents and notices required to lawfully transfer personal data to us and our Team.
15.1. We hereby assign to you all existing and future intellectual property rights in any deliverables created by our Team under this Contract, and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law under this Contract, we hold legal title in these rights and inventions on trust for you.
15.2. We undertake:
15.3. We agree to indemnify you and keep you indemnified at all times against all or any costs, claims, damages or expenses incurred by you, or for which you may become liable, with respect to any intellectual property infringement claim or other claim relating to work provided to you under this Contract.
15.4. We waive any moral rights in the deliverables to which we are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of the law in any jurisdiction, including (but without limitation), the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use such deliverables or other materials infringes our moral rights.
15.5. We acknowledge that, except as provided by law, no further fees, compensation or sums other than those provided for in this Contract are due or may become due to us in respect of the performance of our obligations under this clause 14.
15.6. We undertake, at the expense of you, at any time either during or after this Contract, to execute all documents, make all applications, give all assistance and do all acts and things as may, in your opinion, be necessary or desirable to vest the intellectual property rights in and to register them in your name and to defend you against claims that the deliverables embodying intellectual property rights or inventions infringe third party rights, and otherwise to protect and maintain the intellectual property rights in the deliverables.
15.7. Under this Contract, you grant a non-exclusive, non-sublicensable, revocable, worldwide and non-transferable license to any materials/tools supplied by you to us. Notwithstanding the foregoing, the rights, title and interest in any data (other than personal data), information, records and other material (including, but not limited to, proprietary data and other intellectual property) transferred or given by you (or on your behalf) to our Team shall be, and at all times remain, your property.
16.1 We do not exclude or limit our liability for:
16.2. The advice and information our Team provide to you is for your sole use only and not for any third party unless it has been expressly agreed otherwise in writing.
16.3. The Team may recommend, or suggest using, third-party technology tools, products or services, provided by third parties to you based on a contract between you and them. We don’t make any warranties concerning their performance, and we accept no responsibility for their performance or liability for their use.
16.4. We accept no responsibility whatsoever to third parties, including members of any group of companies (as defined under Section 1261 of the Companies Act 2006) to which you may at the date of the Contract or later, belong (and to whom the Contract may or may not be addressed), for any advice, assistance, guidance, information, documents, opinions or material produced by our Team.
16.5. We are a limited liability company. As such, none of our shareholders, officers, employees or consultants shall be personally liable to you, or accepts any personal responsibility to you or any third party, under this Contract.
16.6. Except to the extent that we are in material breach of our obligations under the Contract, we shall not be liable for any of the following:
16.7. We shall not be liable for:
16.8. Subject to the clause above, our aggregate total liability to you in respect of any single claim or series of related claims made by you (whether such a claim is under contract, tort, statute, negligence or otherwise) under this Contract, shall not exceed 6 (six) months of fees paid, including all interest and costs.
17.1. You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure of our Team’s advice and opinions, whether in writing or otherwise.
17.2. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend defending it.
17.3. If any third party makes a claim against us or notifies us of an intention to make a claim which may reasonably be considered likely to give rise to a liability under this indemnity ("Claim"), then your liability under this indemnity is conditional upon us:
18.1. In accordance with the Proceeds of Crime Act and Money Laundering Regulations 2007 (as may be amended, updated, replaced or superseded from time to time) you agree to waive your right to confidentiality to the extent of any report made, a document provided or information disclosed to the National Crime Agency ("NCA").
18.2. You also acknowledge that we are required to report directly to the NCA without prior reference to you or your representatives if, when working with you, your Team become suspicious of money laundering activity by you or on your behalf.
18.3. We are required to identify our client partners for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
18.4. Copies of such records will be maintained by us for a period of at least 5 (five) years after the termination of this Contract.
19.1. You agree not to violate our website from which you are accessing these terms (“Website”).
19.2. You further agree that you will not, and will not allow any other person to:
19.3. Despite the above, we grant you a licence to:
20.1. The Contract between you and us:
20.2. Each of you and us acknowledge that, in entering into the Contract:
21.1. We review and update these Terms at least once a year to make sure they still best reflect our business and the way we work with you.
21.2. The latest terms will always be displayed here.
21.3. If you have a SoW in place with us, then we will give you notice of any material changes to these Terms and you may exercise your rights to termination, as included earlier in these Terms, should you object to any of our changes.