KINTERA LIMITED
STANDARD TERMS OF BUSINESS
NOVEMBER 2025
1. Definitions & Interpretation
In these Terms & Conditions ("Terms"):
"Company", "we", "us", "our" means Kintera Limited.
"Client", "you", "your" means the party receiving Services from the Company.
"Services" means the consultancy, advisory, or related services described in the Letter of Appointment or Scope of Work.
"Scope of Work" / "Statement of Services" means the document provided by us that sets out the agreed deliverables, timelines, assumptions, and exclusions.
"Fees" means the fees payable for the Services, as set out in the Letter of Appointment.
"Disbursements" means reasonable out-of-pocket expenses incurred by us in delivering the Services, including travel, accommodation, and third-party costs.
"Confidential Information" means any non-public information disclosed by either party in connection with the Services.
"Data Protection Legislation" means the Data Protection Act 2018, UK GDPR, and related laws.
Headings are for convenience only and do not affect interpretation.
2. Appointment & Basis of Contract
2.1 These Terms apply to all Services provided by us to you unless otherwise agreed in writing.
2.2 A binding contract is formed when you accept our Letter of Appointment or otherwise instruct us to commence work.
2.3 If there is any conflict between these Terms and the Letter of Appointment or Scope of Work, the Letter of Appointment shall take precedence.
3. Scope of Services & Client Responsibilities
3.1 We shall provide the Services with reasonable care, skill, and diligence.
3.2 The Scope of Work sets out what is included, excluded, and any assumptions or client responsibilities.
3.3 You agree to:
Provide accurate, complete, and timely information and documents needed for the Services.
Provide timely decisions, feedback, or approvals.
Ensure that any third‑party information provided to us is accurate and lawful to use.
3.4 We are not responsible for delays or additional costs arising from your failure to comply with clause 3.3.
4. Fees, Expenses & Payment
4.1 Fees for the Services are set out in the Letter of Appointment.
4.2 Disbursements and third‑party costs will be charged to you at cost plus any applicable administrative or handling charges disclosed in the Letter of Appointment.
4.3 VAT will be charged at the prevailing rate.
4.4 Invoices are due for payment upon receipt.
5. Late Payment, Interest & Recovery Costs
5.1 If payment is not received within 30 calendar days from the invoice date, interest shall accrue from the 31st calendar day.
5.2 Interest accrues daily at 8% per annum above the Bank of England base rate, calculated as simple interest.
5.3 You may also be liable for:
Fixed statutory late-payment compensation under the Late Payment of Commercial Debts (Interest) Act 1998; and
Any reasonable debt‑recovery or legal costs we incur in recovering overdue amounts.
5.4 Interest and charges apply only to undisputed amounts.
6. Intellectual Property
6.1 All reports, documents, methodologies, tools, and other materials created during the provision of the Services remain our intellectual property unless otherwise agreed.
6.2 You receive a non-exclusive licence to use the deliverables for your internal business purposes.
6.3 You may not copy, distribute, or commercialise any deliverables without our prior written consent.
7. Confidentiality
7.1 Each party shall keep the other party’s Confidential Information confidential and shall not disclose it without written consent, except where required by law.
7.2 Confidentiality obligations survive termination of the contract.
8. Data Protection
8.1 Each party shall comply with Data Protection Legislation.
8.2 If we process personal data on your behalf, a separate Data Processing Agreement may be required.
8.3 You warrant that any personal data you provide to us has been lawfully obtained and may be lawfully shared.
9. Liability & Insurance
9.1 Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud.
9.2 We are not liable for:
Any indirect, special, or consequential loss;
Loss of profit, business, revenue, goodwill, or anticipated savings;
Any claim arising from incomplete, inaccurate, or delayed information supplied by you.
9.3 Our aggregate liability for any claim arising from the Services is limited to the total Fees paid or payable for the instruction.
9.4 We maintain professional indemnity insurance up to £2 million.
10. Changes & Variations
10.1 Any change to the scope, deliverables, timeline, or Fees must be agreed in writing by both parties.
10.2 We may issue a revised Fee proposal for additional work, which must be accepted before work begins.
11. Force Majeure
11.1 Neither party shall be liable for failure or delay caused by events beyond its reasonable control, including but not limited to natural disasters, strikes, governmental actions, or IT or utility outages.
11.2 Affected obligations are suspended for the duration of the force majeure event.
12. Termination
12.1 Either party may terminate the contract:
By mutual agreement;
Immediately if the other party commits a material breach and does not remedy it within 14 days of written notice;
If the other party becomes insolvent or ceases trading.
12.2 On termination, you must pay all Fees and Disbursements incurred up to the termination date.
13. Dispute Resolution
13.1 The parties shall first attempt to resolve disputes through good‑faith negotiation.
13.2 If unresolved within 30 days, the parties shall consider mediation before commencing litigation.
14. General
14.1 These Terms, together with the Letter of Appointment and Scope of Work, constitute the entire agreement between the parties.
14.2 No variation is valid unless agreed in writing by your authorised signatory and one of our Directors.
14.3 If any provision is held invalid, the remainder of the Terms remain in full force and effect.
14.4 These Terms are governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.