Terms and Conditions

1. Interpretation and Definitions

In these Terms and Conditions, the following expressions have the meanings assigned to them below unless the context requires otherwise. Defined terms are capitalised throughout this document.

• "Acceptance Criteria" means the defined, agreed and documented requirements that a Deliverable must satisfy in order to be considered complete and accepted by the Client, as set out in or attached to the relevant Engagement Documents or otherwise agreed in writing between the parties.
• "Agreement" means the binding contract formed between Bovingdon-Gray and the Client, comprising these Terms and Conditions and any Engagement Documents issued in connection with a specific Engagement.
• "Applicable Law" means all applicable legislation, regulations, statutory instruments, orders, directions, codes of practice, regulatory guidance and judicial decisions that have legal effect in relation to the Agreement and to the activities of the parties in connection with it, including but not limited to the laws of Scotland and of the United Kingdom, data protection legislation, employment law, equality law, health and safety law and anti-bribery legislation.
• "Background IP" means intellectual property rights in any works, materials, methodologies, tools, software, frameworks, processes, know-how or other property that were developed, owned or licensed by either party before the commencement of an Engagement or that are developed by either party independently of and outside the scope of an Engagement.
• "Bovingdon-Gray" means Bovingdon-Gray Consultancy Limited, a company registered in Scotland with a principal place of business at 3 Fitzroy Place, 1/1 Sauchiehall Street, Glasgow, G3 7RH, United Kingdom.
• "Business Day" means any day other than a Saturday, Sunday or public holiday in Scotland on which banks in Edinburgh are open for business in the ordinary course.
• "Change Request" means a formal written request from either party to alter the Scope of Services, the Deliverables, the timeline or the Fees of an Engagement beyond what is specified in the applicable Engagement Documents, subject to the procedure in Clause 3.3.
• "Client" means the person, company, partnership, limited liability partnership, government body, charity, non-governmental organisation or other legal entity that has engaged Bovingdon-Gray under an Agreement for the provision of Services.
• "Client Data" means all data, information and content of any nature — including personal data, business data, learning content, assessment data and performance data — that is owned by, controlled by or originates from the Client and that is processed, accessed, handled or managed by Bovingdon-Gray in the course of performing the Services.
• "Client Materials" means any data, content, documents, systems, credentials, source files, brand guidelines, learning content, business information or other materials provided by the Client to Bovingdon-Gray for use in connection with an Engagement.
• "Confidential Information" means any information that is disclosed by one party to the other in connection with an Engagement and which is identified as confidential at the time of disclosure, or which a reasonable person would regard as confidential given the nature of the information and the context in which it was disclosed, including but not limited to technical, commercial, financial, operational and strategic information, client data, personnel information, pricing, research findings and any other information relating to the disclosing party's business, clients, products or services.
• "Deliverables" means the specific outputs, artefacts, documents, software, programmes, reports, designs, prototypes, modules, platforms or other items to be produced and supplied by Bovingdon-Gray to the Client as specified in the Engagement Documents, and accepted by the Client through the Acceptance Process in Clause 9.
• "Discovery Phase" means the structured diagnostic and analysis phase that may be conducted at the commencement of an Engagement, as described in the relevant Engagement Documents, for the purpose of understanding the Client's current conditions, needs, constraints and requirements before designing or building any solution.
• "Engagement" means a specific project, programme, advisory assignment or other service activity to be performed by Bovingdon-Gray for the Client under the Agreement, as described in the applicable Engagement Documents.
• "Engagement Documents" means the proposal, statement of work, scope document, engagement letter or equivalent document issued by Bovingdon-Gray and accepted by the Client in connection with a specific Engagement, which together with these Terms and Conditions constitutes the Agreement governing that Engagement.
• "Fees" means all charges, rates and other amounts payable by the Client to Bovingdon-Gray under the Agreement, as set out in the Engagement Documents.
• "Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, fire, flood, earthquake, extreme weather events, epidemic, pandemic, acts of war, terrorism, civil disorder, industrial action not involving the affected party's own employees, government action, trade sanctions, failure of third-party telecommunications or internet infrastructure, denial-of-service attacks against infrastructure not managed by the affected party, or any other event that a party could not reasonably have been expected to prevent, avoid or overcome with the exercise of reasonable diligence.
• "Foreground IP" means intellectual property rights in works, materials and other property that are created specifically by Bovingdon-Gray in the course of performing an Engagement for the Client and that are directly attributable to that Engagement, distinguishable from Background IP.
• "Intellectual Property Rights" means all current and future rights in patents, copyright, database rights, trade marks, service marks, design rights (whether registered or unregistered), trade secrets, confidential information, know-how, moral rights and all other intellectual and industrial property rights of any nature existing anywhere in the world, together with all applications for registration of any of the foregoing and all rights to apply for the same.
• "Key Personnel" means those individual consultants of Bovingdon-Gray who are identified in the Engagement Documents as primarily responsible for leading or delivering the relevant Engagement, whose involvement is a material element of the Client's decision to engage Bovingdon-Gray.
• "Licence" means any right granted by Bovingdon-Gray to the Client to use Deliverables, Foreground IP or Background IP for specified purposes, on the terms and subject to the conditions set out in Clause 6.
• "Permitted Purpose" means the specific purpose for which Client Materials or Confidential Information has been disclosed by the Client to Bovingdon-Gray in connection with an Engagement, as understood from the context of the Engagement Documents and the Agreement.
• "Personal Data" has the meaning given to it in UK GDPR and, where applicable, EU GDPR.
• "Review Period" means the period following delivery of a Deliverable during which the Client may review the Deliverable and raise any defects or non-conformances with Bovingdon-Gray, as specified in the Engagement Documents or, where not specified, the period of ten (10) Business Days following delivery.
• "Services" means the educational technology (EdTech) solutions, corporate training and professional development programmes, UI/UX and digital product design, instructional design and e-learning development, management consulting, custom computer programming services and any other professional services to be provided by Bovingdon-Gray to the Client under the Agreement as specified in the applicable Engagement Documents.
• "Stabilisation Review" means the post-delivery review conducted by Bovingdon-Gray approximately ninety (90) days after the completion of an Engagement, for the purpose of verifying that the outcomes and Deliverables produced are performing as intended in live operational conditions, as more fully described in Clause 3.5.
• "Subcontractor" means any third party engaged by Bovingdon-Gray to perform all or part of the Services or to produce all or part of the Deliverables in connection with an Engagement, subject to the conditions in Clause 12.
• "UK GDPR" means the United Kingdom General Data Protection Regulation as retained in UK domestic law by the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018 and all associated regulations and guidance issued by the Information Commissioner's Office.
• "Working Standard" means Bovingdon-Gray's documented operating framework and quality standard, which governs the manner in which Services are scoped, planned, executed, delivered and reviewed, details of which are made available to Clients on request.

References to any statute or statutory provision include that statute or provision as amended, re-enacted or extended at the relevant time. The singular includes the plural and vice versa. References to "including" or "includes" are to be construed without restriction. Clause headings are for convenience only and shall not affect the interpretation of these Terms and Conditions. Any obligation on a party not to do something includes an obligation not to allow or permit that thing to be done.

2. Formation of Contract and Order of Precedence

2.1 How the Contract Is Formed

A binding Agreement between Bovingdon-Gray and the Client is formed when the Client accepts a Proposal or Statement of Work issued by Bovingdon-Gray, either by countersigning the relevant Engagement Document, by issuing a purchase order referencing the Engagement Document, by making a payment of an initial invoice issued in connection with the Engagement, or by any other written or electronic communication that clearly and unambiguously indicates acceptance of the Engagement Documents. For the purposes of these Terms and Conditions, acceptance by email constitutes valid written acceptance.

No Agreement shall be formed solely on the basis of a verbal commitment or a verbal acceptance of a proposal. Neither party is legally bound in respect of the relevant Engagement until an Agreement is formed in accordance with this Clause 2.1. Bovingdon-Gray reserves the right to withdraw, amend or expire any Proposal or Statement of Work that has not yet been accepted by the Client, and will indicate the validity period of any proposal in the relevant document.

2.2 Order of Precedence

In the event of any inconsistency or conflict between the documents that form the Agreement, the following order of precedence shall apply, with documents ranked higher having priority over those ranked lower: (a) the most recent Change Order or written amendment agreed by both parties; (b) the Engagement Documents (most recent in time prevailing over earlier versions where multiple have been issued); (c) these Terms and Conditions; and (d) any appendices, schedules or annexures referenced in the Engagement Documents. The Client's own terms and conditions, purchase order conditions or other standard terms shall not form part of any Agreement unless expressly agreed in writing by a director or duly authorised officer of Bovingdon-Gray. Any reference by the Client to its own terms in a purchase order or other acceptance document shall be of no effect.

2.3 Representations Prior to Contract Formation

The Client acknowledges that, in entering into an Agreement, it has not relied on any representation, warranty or statement made by or on behalf of Bovingdon-Gray that is not expressly reflected in the Engagement Documents or these Terms and Conditions. Each party acknowledges that it is entering into the Agreement on the basis of the information expressly contained in the Agreement documents and has exercised its own independent judgement in doing so. This Clause does not exclude or limit liability for fraud or fraudulent misrepresentation by either party.

3. Scope of Services, Deliverables and the Working Standard

3.1 Scope Defined by Engagement Documents

The Services to be provided by Bovingdon-Gray and the Deliverables to be produced are defined and limited by the relevant Engagement Documents. Bovingdon-Gray's obligations under the Agreement extend only to the Services and Deliverables specified in those documents and accepted as part of any subsequently agreed Change Orders. Any work, activity or output that falls outside the defined scope of an Engagement will require a Change Request to be submitted and approved in accordance with Clause 3.3 before Bovingdon-Gray is required or entitled to perform it, and additional Fees will apply as agreed through that process.

3.2 Standard of Service

Bovingdon-Gray will perform the Services and produce the Deliverables with the reasonable skill, care and diligence of a competent professional service provider operating in the fields of educational technology, corporate learning design and digital product development. We apply our professional expertise and judgement throughout every Engagement and will raise any concern, significant risk or material finding that arises during the performance of the Services as promptly as reasonably practicable after becoming aware of it, together with a proposed course of action where appropriate.

While we design and deliver our work with the intention of achieving the outcomes described in the Engagement Documents, we do not warrant or guarantee specific commercial or business outcomes where those outcomes are dependent on factors outside our control. Such factors may include, without limitation: the Client's implementation of our recommendations; the active participation and cooperation of the Client's employees; the capabilities, configuration and availability of third-party platforms and systems; changes in the Client's business environment, personnel or strategy occurring during or after delivery; or the Client's modification or use of Deliverables in a manner not intended or recommended by Bovingdon-Gray.

3.3 Change Requests

Either party may propose a change to the Scope of Services, Deliverables, timeline or Fees at any time by submitting a written Change Request to the other party. A Change Request does not take effect and does not create any obligation on either party until it has been reviewed, agreed and confirmed in writing by both parties in the form of a written Change Order signed or otherwise expressly accepted by both parties. Until such confirmation is provided, Bovingdon-Gray shall continue to perform the Services as originally scoped and Fees shall continue to apply on the original basis.

Bovingdon-Gray will evaluate any Client-initiated Change Request within five (5) Business Days of receipt and will provide an impact assessment setting out the proposed implications for scope, timeline, resourcing and Fees. Where a Change Request is initiated by Bovingdon-Gray — for example, as a result of a material finding in the Discovery Phase or a change in the complexity of the work — we will provide full justification for the proposed change and will work with the Client to agree a fair and reasonable adjustment. Change Orders agreed by both parties will be incorporated into and form part of the relevant Engagement Documents.

3.4 Discovery Phase

Where an Engagement includes a Discovery Phase as part of the defined scope, the principal output of that phase is a documented understanding of the Client's current learning conditions, capability gaps, technology environment and requirements, from which the design and build phases of the Engagement are planned. The findings of the Discovery Phase may result in a recommendation to modify the scope, approach or timeline of the Engagement. Bovingdon-Gray will discuss any such modifications with the Client promptly upon completion of the Discovery Phase and, where modifications represent a material change from the originally proposed scope, will issue a revised or supplementary Engagement Document for the Client's consideration and approval before proceeding.

The Client acknowledges that the accuracy and usefulness of Discovery Phase findings depends in significant part on the quality, completeness and candour of the information provided by the Client's personnel during the discovery process. Bovingdon-Gray is not responsible for findings or recommendations that are based on incomplete, inaccurate or misleading information provided by the Client, provided that Bovingdon-Gray took reasonable steps in the discovery process to identify and address material gaps in the information available.

3.5 Post-Delivery Stabilisation Review

Where the Engagement Documents specify that a Stabilisation Review is included as part of the scope, Bovingdon-Gray will, approximately ninety (90) days after the formal completion of the relevant Engagement, conduct a structured review with the Client to assess whether the Deliverables and outcomes produced are performing as intended in live operational conditions. The Stabilisation Review will produce a brief written assessment identifying any aspects of the Deliverables that require adjustment, clarification or additional support. Minor adjustments identified through the Stabilisation Review will be addressed by Bovingdon-Gray without additional charge, provided that they represent the correction of genuine deficiencies in the original Deliverables rather than new requirements or enhancements. Any work identified through the Stabilisation Review that constitutes new scope will be subject to a separate engagement and Fees.

4. Client Obligations and Responsibilities

4.1 Cooperation, Access and Timely Response

The Client acknowledges that Bovingdon-Gray's ability to perform the Services and produce the Deliverables to the required standard and within the agreed timeline depends substantially on the Client's active and sustained cooperation. The Client accordingly agrees throughout the term of any Engagement to: designate and maintain a named project sponsor with appropriate authority and seniority within the Client's organisation to provide instructions, make decisions and approve deliverables; ensure that the designated project sponsor and all other relevant Client personnel understand their responsibilities and are committed to fulfilling them; provide Bovingdon-Gray with timely and unobstructed access to the information, data, systems, personnel and resources that are genuinely necessary for the performance of the Services; ensure that the information and materials provided to Bovingdon-Gray are accurate, complete, current and not misleading to the best of the Client's knowledge and belief; respond to requests for information, feedback, approval, sign-off and decision-making within the timescales agreed in the Engagement Documents or, where no timescale has been agreed, within five (5) Business Days of receipt of a written request; ensure that relevant Client personnel attend scheduled meetings, workshops, discovery sessions, training activities, review sessions and demonstrations as agreed in the Engagement Documents or as reasonably requested by Bovingdon-Gray with adequate notice; promptly notify Bovingdon-Gray of any material changes within the Client's organisation, technology environment, business strategy or regulatory context that may affect the Engagement.

4.2 Client Materials

The Client retains all rights, title and interest in and to Client Materials at all times. By providing Client Materials to Bovingdon-Gray in connection with an Engagement, the Client grants Bovingdon-Gray a non-exclusive, royalty-free, revocable licence to use, access, process, copy, reproduce and adapt those materials solely for the Permitted Purpose and for the duration of the relevant Engagement. The Client warrants and represents that: it has the full legal right, power and authority to grant this licence; the Client Materials are accurate and complete to the best of the Client's knowledge; and the use of Client Materials by Bovingdon-Gray in accordance with the terms of the Agreement will not infringe or misappropriate the Intellectual Property Rights, privacy rights, contractual rights or other rights of any third party. The Client shall indemnify, defend and hold harmless Bovingdon-Gray, its directors, consultants, employees and agents against any loss, damage, costs (including reasonable legal fees), liability or expense arising directly from any breach of the warranties in this Clause 4.2, provided that Bovingdon-Gray gives the Client prompt notice of any such claim, grants the Client control of the defence and provides reasonable cooperation.

4.3 Compliance with Laws

The Client is responsible for ensuring that its own instructions, requirements, the manner in which it intends to deploy and use the Deliverables, and the purposes for which it has engaged Bovingdon-Gray comply with all Applicable Law. The Client must obtain and maintain all licences, consents, permissions, regulatory approvals and authorisations required for the purposes described in the Engagement Documents. Bovingdon-Gray will design and deliver the Services in accordance with Applicable Law and good professional practice, but the Client bears ultimate legal responsibility for the lawfulness and regulatory compliance of its own use of the Deliverables and of its own business activities to which the Services relate.

4.4 Client Delay and Its Consequences

Where a delay in the performance of the Services or the production of Deliverables arises from or is materially contributed to by the Client's failure to fulfil any of its obligations under the Agreement — including failures to provide timely information, approvals, access or personnel — Bovingdon-Gray shall be entitled to: an extension of time for performance equal to the period of delay caused by the Client's failure, without any penalty or liability for the delay; reimbursement of any additional direct costs reasonably and foreseeably incurred by Bovingdon-Gray as a result of the delay, at the agreed day rate or at Bovingdon-Gray's then-current standard rates where no day rate has been agreed. Bovingdon-Gray will notify the Client as soon as reasonably practicable when it becomes apparent that a Client-caused delay is arising or is likely to arise, and will take reasonable steps to mitigate the impact of the delay on the Engagement.

5. Fees, Invoicing and Payment Terms

5.1 Fees and VAT

The Fees payable for an Engagement are specified in the relevant Engagement Documents. Unless otherwise stated in the Engagement Documents, all quoted Fees are exclusive of Value Added Tax (VAT), which will be applied at the applicable statutory rate where Bovingdon-Gray is required by law to charge it. VAT will be shown separately on all invoices. Fees are payable in pounds sterling (GBP) unless an alternative currency has been expressly agreed in writing by both parties before the commencement of the Engagement. Where an alternative currency is agreed, the invoice will specify the applicable exchange rate basis.

5.2 Fixed-Fee Engagements

Where an Engagement is priced on a fixed-fee basis, the quoted Fee is fixed and will not increase unless a Change Order is agreed under Clause 3.3. Bovingdon-Gray will not make claims for additional payment in respect of internal time or effort expended beyond what was anticipated at the time of quoting, provided that the scope and conditions have not materially changed from those described in the brief and the Engagement Documents. If, during the performance of a fixed-fee Engagement, Bovingdon-Gray discovers that the actual scope, complexity or resource requirement of the work materially exceeds the reasonable assumptions on which the fixed Fee was based — and that excess is attributable to information that was not available and could not reasonably have been anticipated at the time of contracting — Bovingdon-Gray will promptly notify the Client and will discuss the basis for any proposed adjustment to the Fee. Any adjustment must be agreed as a Change Order before additional costs are incurred.

5.3 Time-and-Materials and Day Rate Engagements

Where an Engagement is priced on a time-and-materials or day rate basis, Bovingdon-Gray will record time and approved expenses in accordance with the recording method agreed in the Engagement Documents and will invoice based on actual time spent and reasonable approved expenses incurred. Bovingdon-Gray will provide the Client with a summary of time recorded by category of activity and consultant, together with a schedule of expenses claimed and supporting receipts, with each invoice. The Client may request a breakdown of time records at any point during a time-and-materials Engagement and Bovingdon-Gray will provide this within five (5) Business Days of such request. Where the Client believes that specific time or expense entries are incorrect or unsupported, the Client shall raise these specifically in accordance with the invoice dispute procedure in Clause 5.6.

5.4 Expenses

Unless the Engagement Documents expressly specify that Fees are inclusive of expenses, the Client shall reimburse Bovingdon-Gray for all reasonable and properly incurred out-of-pocket expenses that are directly attributable to the performance of the Services and that are submitted in accordance with this Clause 5.4. Categories of reimbursable expenses include: travel costs (public transport, hire car or private vehicle at HMRC-approved mileage rates, parking, toll fees); accommodation at a reasonable standard appropriate to the location; subsistence at reasonable rates; printing and reproduction; courier and postal charges; and the cost of third-party software licences, platform subscriptions or digital tools purchased specifically and exclusively for the Engagement, provided that such purchases have been approved by the Client in writing before they are made. Expense claims must be supported by receipts or equivalent evidence. Individual expense items in excess of one hundred pounds (£100) and aggregate monthly expenses in excess of two hundred and fifty pounds (£250) require the Client's prior written approval.

5.5 Invoicing Schedule and Format

Bovingdon-Gray will issue invoices in accordance with the invoicing schedule set out in the Engagement Documents. Where no invoicing schedule is specified, Bovingdon-Gray will invoice: for fixed-fee Engagements, at the milestone stages or phases agreed in the Engagement Documents, or — where no milestone schedule is agreed — in three instalments of 33%, 33% and 34% respectively at the commencement, mid-point and completion of the Engagement; for time-and-materials and day rate Engagements, monthly in arrears at the end of each calendar month in which the Services are performed. All invoices will be issued by email to the billing contact and billing email address designated by the Client in the Engagement Documents or subsequently provided in writing. Each invoice will identify: the Client's name and billing address; the Engagement title and reference number; the invoice date and number; the period or milestone to which the invoice relates; a description of the Services and Deliverables to which the invoice applies; the Fee amount and the applicable VAT; and Bovingdon-Gray's bank account details for payment.

5.6 Payment Terms and Dispute Procedure

Invoices are due and payable within thirty (30) days of the invoice date, unless alternative payment terms have been expressly agreed in writing in the Engagement Documents or in a separate written agreement between the parties. Payment shall be made by bank transfer to the bank account details specified on the invoice. The Client shall not make deductions from or set-off against any invoiced amount without Bovingdon-Gray's prior written consent, except where such set-off is expressly permitted by law and the relevant amount is not disputed by Bovingdon-Gray. Where the Client disputes any invoice or any part of an invoice in good faith, it shall notify Bovingdon-Gray in writing within ten (10) Business Days of receipt of the invoice, clearly identifying the specific items in dispute and providing a written explanation of the basis for the dispute. The undisputed portion of any invoice remains due and payable by the due date notwithstanding the existence of a dispute in relation to part of the invoice. Both parties agree to engage in good faith discussions to resolve any invoice dispute promptly, and in any event within twenty (20) Business Days of the dispute notice being received by Bovingdon-Gray.

5.7 Late Payment Remedies

If the Client fails to pay any invoice or any portion of an invoice that is not genuinely disputed in accordance with Clause 5.6 by the due date, Bovingdon-Gray reserves the right to exercise all or any combination of the following remedies without prejudice to any other rights it may have: charge statutory interest on the overdue amount at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, currently calculated at eight percent (8%) above the Bank of England base rate per annum, accruing on a daily basis from the due date until the date of actual payment in full; recover reasonable debt recovery costs as permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and any regulations made under it; and, after providing not less than seven (7) Business Days' advance written notice, suspend the performance of the Services until all undisputed overdue amounts are paid in full. Where invoices remain unpaid for more than sixty (60) days from the due date, Bovingdon-Gray may, in addition to the above, treat the non-payment as a material breach of the Agreement and proceed to terminate the Agreement under Clause 14.

5.8 Annual Rate Review

Bovingdon-Gray reserves the right to review and adjust its Fee rates and day rates once per calendar year. Any proposed adjustment will be communicated to affected Clients in writing no less than sixty (60) days before the proposed effective date of the adjustment. Rate adjustments will not be applied retrospectively to Fees already agreed and payable under existing Engagement Documents. They will apply to new Engagements commenced on or after the effective date of the adjustment and to future phases or extensions of ongoing Engagements that are documented in new or supplementary Engagement Documents issued on or after the effective date.

6. Intellectual Property Rights

6.1 Background IP — Ownership and Licence

Each party retains sole and exclusive ownership of all of its respective Background IP at all times. Nothing in the Agreement transfers, assigns, licenses or grants any right, title or interest in or to either party's Background IP beyond what is expressly provided for in this Clause 6. Bovingdon-Gray's Background IP includes, without limitation, its proprietary diagnostic methodologies and assessment frameworks; instructional design models and learning architecture frameworks; e-learning authoring templates and reusable component libraries; UI/UX design systems and pattern libraries; software development tools, code libraries and reusable components; quality assurance processes and review frameworks; programme evaluation models; knowledge base, know-how, expertise and accumulated experience; and any other materials or intellectual property that were developed, owned or licensed by Bovingdon-Gray before the commencement of any Engagement or that are developed independently of any specific Engagement.

To the extent that Bovingdon-Gray incorporates any of its Background IP into or uses it to produce any Deliverable, Bovingdon-Gray hereby grants the Client a non-exclusive, perpetual, irrevocable, royalty-free, non-transferable licence to use such Background IP solely as incorporated into or required for the use of the relevant Deliverable, and solely for the Client's internal business purposes in accordance with the intended use described in the Engagement Documents. This licence does not extend to: reproduction of Bovingdon-Gray's Background IP as a standalone work; sub-licensing or transfer of the licence to third parties; modification, adaptation or creation of derivative works based on Bovingdon-Gray's Background IP in a manner that could be used independently of the Deliverable; or the commercial sale, distribution or exploitation of Bovingdon-Gray's Background IP or any part of it.

6.2 Foreground IP — Default Position

Unless the Engagement Documents expressly specify that Foreground IP is to be assigned to the Client in accordance with Clause 6.3, all Foreground IP created by Bovingdon-Gray in the performance of an Engagement shall vest in and be owned by Bovingdon-Gray upon creation, as the party that expresses the intellectual effort giving rise to the relevant work. Upon receipt of payment in full of all Fees and reimbursable expenses due in connection with the relevant Engagement, Bovingdon-Gray will grant the Client a non-exclusive, irrevocable, perpetual, royalty-free, sub-licensable (solely to the extent required for the Client's use of the Deliverables within its own group of companies) licence to use the Foreground IP for the Client's internal business purposes, including the right to reproduce, distribute, display, adapt and modify the Deliverables within the Client's own organisation for educational, training and capability development purposes consistent with the original purpose of the Engagement.

6.3 Assignment of Foreground IP

Where the Engagement Documents expressly provide for the assignment of Foreground IP to the Client — typically where the Client has a specific commercial or strategic need to own the Deliverables outright — Bovingdon-Gray agrees to assign and does hereby assign to the Client, with full title guarantee and free from all encumbrances, all right, title and interest in and to the specified Foreground IP with effect from the date on which payment of all Fees and reimbursable expenses due in connection with the relevant Engagement has been received in full by Bovingdon-Gray. Bovingdon-Gray will, upon request and at the Client's reasonable cost, execute such further documents and take such further steps as may be reasonably required to perfect, record or enforce the assignment of Foreground IP in any jurisdiction.

Notwithstanding any assignment of Foreground IP, Bovingdon-Gray shall at all times retain the right to use, apply and develop the general skills, knowledge, expertise, experience and know-how acquired or developed in the course of any Engagement (including Engagements where Foreground IP has been assigned) in its future work for any other client, provided that such use does not involve the reproduction, disclosure or commercial exploitation of any information that is specific to the Client or its business, or any element of the Client's Confidential Information.

6.4 Moral Rights

To the extent permitted by applicable law, Bovingdon-Gray and its consultants hereby waive in favour of the Client any moral rights that may subsist in any Deliverables following their acceptance and payment in full, including the right to be identified as the author and the right to object to derogatory treatment. Where attribution rights are specifically required to be retained — for example, where a consultant's name is attached to academic or published material — this will be identified in the Engagement Documents.

6.5 Open Source Software

Where any Deliverable incorporates or is built using open source software, Bovingdon-Gray will identify the relevant open source components in the technical documentation accompanying the Deliverable and will specify the licence terms applicable to each component. The Client acknowledges that the use of open source components may impose certain obligations on the Client as a downstream user, including obligations to make source code available, to retain copyright notices or to comply with licence compatibility requirements. Bovingdon-Gray will take all reasonable steps to ensure that open source components used in Deliverables are compatible with the Client's intended use, but the Client is responsible for ensuring its own compliance with applicable open source licence terms.

6.6 Third-Party Intellectual Property in Deliverables

Where a Deliverable is required to incorporate third-party content, materials, images, video, audio, fonts, software or other intellectual property that is owned by neither Bovingdon-Gray nor the Client, the obligation to obtain and maintain all necessary licences, clearances and permissions in respect of such third-party content shall rest with the Client, unless the Engagement Documents expressly specify that Bovingdon-Gray will procure such clearances as part of the scope of the Services. Bovingdon-Gray will identify any third-party intellectual property included in a Deliverable with the Client's knowledge and will provide the Client with sufficient information to enable the Client to obtain the required clearances.

7. Confidentiality

7.1 Mutual Obligations of Confidentiality

Each party (in this Clause referred to as "Recipient" when receiving information from the other party, and as "Discloser" when disclosing information to the other party) agrees: to keep strictly confidential all Confidential Information of the Discloser; not to disclose any Confidential Information of the Discloser to any third party without the prior written consent of the Discloser, except as expressly permitted by Clause 7.3; not to use any Confidential Information of the Discloser for any purpose other than the Permitted Purpose; and not to use any Confidential Information of the Discloser for its own commercial benefit or to gain any competitive advantage at the Discloser's expense.

7.2 Standard of Care and Internal Dissemination

Each party shall apply to the Confidential Information of the other party a standard of care and protection no less rigorous than that which it applies to its own Confidential Information of a similar nature and sensitivity, and in any event a standard that is reasonable and appropriate given the nature of the information and the circumstances in which it was disclosed. Each party shall restrict internal access to the other party's Confidential Information to: those of its own personnel and, in the case of Bovingdon-Gray, to those Subcontractors, who genuinely require access to the Confidential Information in connection with the Permitted Purpose; and who are made aware of the confidential nature of the information and are bound by obligations of confidentiality at least as stringent as those in this Clause 7.

7.3 Permitted Disclosures

The following disclosures of Confidential Information are expressly permitted: disclosure by either party to its professional advisers (including legal counsel and accountants) who require access in connection with the Agreement and who are bound by professional duties of confidentiality; disclosure by Bovingdon-Gray to Subcontractors engaged in accordance with Clause 12 to the extent necessary for their performance of the relevant services; and disclosure required by Applicable Law, by a court of competent jurisdiction, by a regulatory authority or by the rules of a recognised stock exchange, provided that the Recipient: gives the Discloser as much prior written notice as is legally permissible in the circumstances; consults with the Discloser about the proposed disclosure and takes into account any reasonable requests made by the Discloser regarding the content or form of the disclosure; and discloses only the minimum amount of Confidential Information that is required to comply with the relevant legal or regulatory obligation.

7.4 Exceptions to Confidentiality

The obligations in this Clause 7 do not apply to information that: was known to the Recipient on a non-confidential basis before it was disclosed by the Discloser, as evidenced by written records pre-dating the disclosure; is or becomes generally and publicly available through no act or omission of the Recipient that constitutes a breach of this Clause 7; is received by the Recipient from a third party who has the legal right to disclose it without restriction; or is independently developed by the Recipient without any reference to or use of the Discloser's Confidential Information, as evidenced by contemporaneous written records.

7.5 Duration of Confidentiality Obligations

The confidentiality obligations set out in this Clause 7 shall take effect from the date of first disclosure of Confidential Information between the parties (which in most cases will precede the formal commencement of an Engagement during the briefing and discovery process) and shall remain in full force and effect for a period of five (5) years following the date of formal completion, expiry or termination of the last Engagement to which these Terms and Conditions apply. Where the nature of specific Confidential Information warrants a longer period of protection — for example, trade secrets, unpublished research or strategic commercial plans — the Engagement Documents may specify an extended confidentiality period for that category of information.

7.6 Return and Destruction of Confidential Information

On the completion, expiry or termination of an Engagement for any reason, or on prior written request by the Discloser at any time, each party shall promptly: return to the Discloser all tangible embodiments of the Discloser's Confidential Information in its possession or under its control, including all copies and reproductions; securely delete or destroy all electronic copies of the Discloser's Confidential Information stored on any system or device it controls; and, within ten (10) Business Days of the return, deletion or destruction, provide the Discloser with written confirmation that it has complied with this Clause 7.6. Each party may retain one archival copy of Confidential Information solely to the extent required by its specific legal or regulatory obligations, provided that such archived copy remains subject to the confidentiality obligations in this Clause 7 and that the party notifies the Discloser of the category of retained information and the applicable retention obligation.

7.7 Portfolio and Case Study References

Bovingdon-Gray may wish to reference the existence of completed Engagements, the general category of Services provided and the type of outcome achieved in its portfolio, on its website, in its marketing materials and in pitch presentations to prospective clients. Any such reference shall not identify the Client by name, disclose the commercial terms of any Engagement, reveal any Confidential Information or include any information that would allow an informed third party to identify the Client, without the Client's express prior written consent. Where the Client is willing to serve as a named reference or to participate in a case study, the specific terms of that arrangement — including any permitted use of the Client's name, logo or testimonial — will be agreed separately in writing and will not be governed by these Terms and Conditions.

8. Data Protection

8.1 Data Processing Roles

In the context of an Engagement, the data protection role of each party will depend on the nature of the Services and the personal data processing activities they involve. Bovingdon-Gray may act as: a data controller, where it processes personal data for its own purposes — for example, processing the contact data of the Client's employees for the purpose of managing the client relationship; a data processor, where it processes personal data on behalf of and on the instructions of the Client as data controller — for example, where it processes learner data as part of the implementation of an LMS or the delivery of a training programme; or a joint data controller, where both parties independently determine the purposes and means of the same processing activity. The parties will identify the applicable role in the Engagement Documents and, where necessary, will enter into the supplementary agreements described in Clause 8.2.

8.2 Data Processing Agreement

Where Bovingdon-Gray processes Personal Data as a data processor acting on behalf of the Client as data controller, the parties shall, prior to the commencement of such processing, enter into a separate Data Processing Agreement (DPA) that satisfies the requirements of Article 28 of UK GDPR. The DPA will set out in writing: the subject matter, nature, purpose and duration of the processing; the types of Personal Data being processed; the categories of data subjects affected; the obligations and rights of both parties as controller and processor respectively; and the technical and organisational security measures that Bovingdon-Gray will implement as processor. The DPA will take precedence over any inconsistent provisions in these Terms and Conditions in respect of the data processing activities it governs.

8.3 General Data Protection Compliance

Each party shall comply with all applicable data protection legislation — including UK GDPR, the Data Protection Act 2018 and, where applicable, EU GDPR — in connection with all Personal Data processed by it in relation to any Engagement. Each party shall: implement appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access; notify the other party without undue delay, and in any event within forty-eight (48) hours, upon becoming aware of any personal data breach that may affect Personal Data processed in connection with an Engagement; cooperate reasonably with the other party in responding to requests from data subjects exercising their rights under UK GDPR; and provide such information and assistance as the other party may reasonably request to enable it to meet its obligations under applicable data protection legislation. Bovingdon-Gray's broader data protection practices are described in its Privacy Policy.

9. Delivery, Acceptance and Quality Assurance

9.1 Delivery of Deliverables

Bovingdon-Gray will deliver each Deliverable to the Client by the method and to the location specified in the Engagement Documents or, where not specified, by a mutually convenient digital or physical method. Bovingdon-Gray will provide the Client with written notice of delivery at the time of or immediately following each delivery. Title to and risk in any physical Deliverables will pass to the Client on delivery. Where Deliverables are provided electronically, Bovingdon-Gray will retain backup copies until the Deliverable has been formally accepted by the Client.

9.2 Review Period and Acceptance

Following delivery of each Deliverable, the Client shall have the Review Period specified in the Engagement Documents (or, where no Review Period is specified, ten (10) Business Days) in which to: review the Deliverable against the applicable Acceptance Criteria; and either confirm acceptance of the Deliverable in writing or provide Bovingdon-Gray with a written notice of non-acceptance specifying, in reasonable detail, each defect or non-conformance identified and the particular Acceptance Criterion that has not been met. A Deliverable shall be deemed accepted in the following circumstances: the Client confirms acceptance in writing; or the Client fails to provide either a written acceptance or a written notice of non-acceptance within the Review Period without any agreement having been reached between the parties to extend the Review Period.

9.3 Rectification of Defects

Where the Client provides a valid notice of non-acceptance within the Review Period specifying genuine defects or non-conformances against documented Acceptance Criteria, Bovingdon-Gray shall use reasonable endeavours to rectify the identified defects within the timeframe agreed with the Client, or where no timeframe is agreed, within a reasonable period given the nature and complexity of the defects. Upon completion of rectification, Bovingdon-Gray will re-deliver the Deliverable and a new Review Period shall apply. Rectification of defects under this Clause is included within the agreed Fees where the defects are attributable to Bovingdon-Gray's failure to meet the Acceptance Criteria through its own act or omission. Rectification of issues that arise from changes in the Client's requirements after the Deliverable was designed, from incomplete or inaccurate information provided by the Client during design, or from changes in third-party platforms or systems outside Bovingdon-Gray's control, will be subject to a Change Request and additional Fees.

10. Warranties, Representations and Undertakings

10.1 Bovingdon-Gray's Warranties

Bovingdon-Gray warrants and represents to the Client that: it has the full right, power and authority to enter into the Agreement and to perform its obligations under it; the performance of the Agreement does not and will not conflict with or breach any obligation or agreement by which Bovingdon-Gray is bound; the Services will be performed by personnel with appropriate professional skills, qualifications and experience for the relevant Engagement; Bovingdon-Gray will perform the Services in compliance with all Applicable Law; to the best of Bovingdon-Gray's knowledge as at the date of each Deliverable, the elements of that Deliverable that were created by Bovingdon-Gray (excluding Client Materials and third-party content incorporated with the Client's knowledge and approval) do not infringe the Intellectual Property Rights of any third party; and Bovingdon-Gray holds and will maintain throughout any active Engagement the insurance policies described in Clause 11.

10.2 Client's Warranties

The Client warrants and represents to Bovingdon-Gray that: it has the full right, power and authority to enter into the Agreement and to perform its obligations under it; the performance of the Agreement does not and will not conflict with or breach any obligation or agreement by which the Client is bound; the Client Materials provided to Bovingdon-Gray are accurate, complete and current to the best of the Client's knowledge; the use of Client Materials by Bovingdon-Gray in accordance with the Agreement will not infringe the Intellectual Property Rights or other rights of any third party; and the Client has obtained all necessary consents, permissions, licences and regulatory approvals required for the Services and for its intended use of the Deliverables as described in the Engagement Documents.

10.3 Exclusion of Implied Warranties

Save as expressly set out in Clause 10.1, all warranties, conditions, terms and representations whether express or implied by statute, common law or otherwise — including implied warranties of satisfactory quality, fitness for purpose and non-infringement — are excluded to the fullest extent permitted by Applicable Law. In particular, Bovingdon-Gray gives no warranty in respect of the performance, availability, security, fitness for purpose or continuity of supply of any third-party platform, system or software used in connection with the Services, including learning management systems, digital content authoring tools, video conferencing platforms and analytics systems.

11. Limitation of Liability

11.1 Exclusion of Indirect and Consequential Loss

To the fullest extent permitted by Applicable Law, Bovingdon-Gray shall not be liable to the Client — whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, unjust enrichment or otherwise — for any indirect, special, incidental, punitive or consequential loss or damage arising out of or in connection with the Agreement or its subject matter, even if Bovingdon-Gray has been advised of or ought reasonably to have foreseen the possibility of such loss or damage. This exclusion covers, without limitation: loss of profits; loss of anticipated revenue; loss of business or commercial opportunity; loss of goodwill or reputation; loss of competitive advantage; loss, corruption or degradation of data (other than as a direct result of Bovingdon-Gray's gross negligence or wilful misconduct in respect of data it was specifically engaged to manage); wasted management or employee time; and any other indirect or consequential economic loss.

11.2 Aggregate Cap on Liability

Subject to Clause 11.3, Bovingdon-Gray's total aggregate liability to the Client — whether in contract, tort, misrepresentation, restitution or otherwise — in respect of all claims, losses and liabilities arising under or in connection with any single Engagement shall not exceed the total Fees actually paid by the Client to Bovingdon-Gray under the Agreement in respect of that specific Engagement in the twelve (12) month period immediately preceding the date on which the first event giving rise to liability in that series occurred.

11.3 Exclusions From Limitation

Nothing in these Terms and Conditions excludes or limits Bovingdon-Gray's liability for: death or personal injury caused by Bovingdon-Gray's negligence or that of its employees or agents; fraud or fraudulent misrepresentation by Bovingdon-Gray; any breach of the obligations in Clause 7 (Confidentiality) or Clause 8 (Data Protection) in respect of which applicable law prevents limitation or exclusion of liability; or any other liability that cannot lawfully be excluded or limited under the law of Scotland or the United Kingdom.

11.4 Duty to Mitigate

Each party has a duty to take all reasonable steps to mitigate any loss or damage it suffers or is likely to suffer as a result of any breach by the other party of its obligations under the Agreement. This obligation to mitigate shall apply from the earliest point at which a party becomes aware, or should reasonably have become aware, that a loss has occurred or is likely to occur, and shall include taking reasonable preventive action where possible. A party's failure to take reasonable mitigating action may result in a reduction of any claim it makes against the other party by the amount by which the loss could have been reduced through such action.

11.5 Time Bar

No claim or action shall be brought against Bovingdon-Gray arising out of or in connection with any Engagement more than two (2) years after the date on which the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to the claim and the identity of the potential defendant. This limitation period applies in addition to any statutory limitation period under Scots law and is intended to supplement, not replace, applicable statutory limitation provisions.

12. Insurance

Bovingdon-Gray shall maintain in force, at all times during which any Engagement under the Agreement is active, insurance policies appropriate to the nature of its business and the Services it provides. These shall include, as a minimum: professional indemnity insurance at a level of not less than one million pounds sterling (£1,000,000) per claim and in aggregate; public liability insurance at a level of not less than two million pounds sterling (£2,000,000) per occurrence and in aggregate; and employer's liability insurance at the level required by the Employers' Liability (Compulsory Insurance) Act 1969 and applicable regulations.

Bovingdon-Gray shall, upon the written request of the Client, provide a certificate of insurance or equivalent evidence confirming that the above-specified policies are in force and have not been cancelled, expired or materially amended. Bovingdon-Gray shall notify the Client promptly if any of the specified insurance policies is cancelled, materially amended or not renewed during an active Engagement, and shall use reasonable endeavours to obtain replacement cover promptly.

13. Subcontracting

13.1 Conditions for Subcontracting

Bovingdon-Gray may engage Subcontractors to assist in the performance of Services or the production of Deliverables in connection with any Engagement, subject to the following conditions: Bovingdon-Gray remains primarily liable to the Client for the performance of all Services and the quality of all Deliverables, including those produced or contributed to by any Subcontractor; Bovingdon-Gray takes responsibility for ensuring that each Subcontractor has the appropriate professional qualifications, skills and experience for the work it is engaged to perform; each Subcontractor engaged in connection with an Engagement is bound by written contractual obligations in respect of confidentiality, intellectual property, data protection, quality and professional conduct that are consistent with and no less onerous than the equivalent obligations in the Agreement; and Bovingdon-Gray supervises the work of each Subcontractor to the standard that would be expected of a responsible principal contractor in the relevant field.

13.2 Key Personnel

Where specific Key Personnel are identified in the Engagement Documents, their involvement in the Engagement is a material element of the services contracted. Bovingdon-Gray will use all reasonable endeavours to ensure the continuity of involvement of the named Key Personnel throughout the relevant Engagement. If any Key Person becomes unavailable for a sustained period — whether due to illness, departure, unforeseen personal circumstances or other cause — Bovingdon-Gray will notify the Client as soon as reasonably practicable and will propose a replacement consultant with equivalent or comparable expertise and experience for the Client's consideration. The Client shall not unreasonably withhold or delay approval of a proposed replacement. Where the Client has a material and reasonable objection to a proposed replacement, the parties will discuss alternatives in good faith.

13.3 No Staff Solicitation

For the duration of any active Engagement and for a period of twelve (12) months following its formal completion, termination or expiry, neither party shall, directly or through any intermediary, solicit, approach, induce or employ any member of the other party's personnel who has been materially involved in that Engagement, without the prior written consent of the other party. This restriction does not prevent either party from engaging, in response to a general public recruitment advertisement, any individual who independently applies for a publicly advertised position without having been specifically targeted or approached.

14. Force Majeure

Neither party shall be in breach of the Agreement or otherwise liable to the other for any delay in the performance or non-performance of any of its obligations under the Agreement where and to the extent that such delay or non-performance is directly caused by a Force Majeure Event, provided that: the affected party notifies the other party in writing of the Force Majeure Event and its anticipated impact within five (5) Business Days of becoming aware of the Force Majeure Event; the affected party uses all reasonable endeavours to minimise the impact of the Force Majeure Event on its ability to perform its obligations and to resume performance as promptly as possible; and the delay or non-performance is genuinely attributable to the Force Majeure Event and not to any other cause.

The party relying on a Force Majeure Event shall provide the other party with regular written updates on the status of the Force Majeure Event and its expected duration, not less frequently than every ten (10) Business Days whilst the Force Majeure Event continues. Where a Force Majeure Event affecting Bovingdon-Gray continues for a period of more than thirty (30) consecutive days, either party may terminate the affected Engagement on giving not less than ten (10) Business Days' written notice to the other. In such event, the Client shall pay Bovingdon-Gray for all Services performed and Deliverables accepted or capable of acceptance at the date of termination, together with all non-recoverable third-party costs incurred by Bovingdon-Gray with the Client's prior authorisation.

15. Termination

15.1 Termination for Material Breach

Either party may terminate an Engagement immediately by giving written notice to the other party in any of the following circumstances: the other party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within twenty (20) Business Days of receiving a written notice from the non-breaching party that identifies the breach in sufficient detail and requires its remedy; the other party commits an act of fraud, wilful misconduct or gross negligence in connection with the Engagement; the other party becomes insolvent, files for or enters into any form of administration, receivership, liquidation or voluntary arrangement with creditors, has a receiver, administrator or manager appointed over all or any part of its assets, or is unable to pay its debts as they fall due within the meaning of the Insolvency Act 1986.

15.2 Termination for Convenience by the Client

The Client may terminate an Engagement for convenience at any time by giving not less than thirty (30) days' advance written notice to Bovingdon-Gray. Upon termination for convenience, the Client shall pay Bovingdon-Gray: all Fees for Services performed and Deliverables produced up to the effective date of termination; all non-recoverable third-party costs and expenses incurred by Bovingdon-Gray prior to the date of the termination notice that were authorised by the Client; and, in the case of a fixed-fee Engagement, a fair and reasonable proportion of the total fixed Fee reflecting the stages of work completed and the resources committed by Bovingdon-Gray up to the effective date of termination, which proportion shall be assessed in good faith by Bovingdon-Gray and shall not exceed the total Fee. No other payment or compensation shall be due to Bovingdon-Gray in connection with a termination for convenience.

15.3 Termination by Bovingdon-Gray for Non-Payment

Where the Client fails to pay any invoice in full within sixty (60) days of the due date and the outstanding amount is not the subject of a genuine dispute raised in accordance with Clause 5.6, Bovingdon-Gray may terminate the affected Engagement — and any other active Engagement — by giving not less than fourteen (14) days' written notice to the Client, without prejudice to Bovingdon-Gray's right to recover all outstanding sums and to charge statutory interest under Clause 5.7.

15.4 Consequences of Termination

Upon the termination of any Engagement for any reason: all amounts owed by the Client to Bovingdon-Gray that have accrued up to the date of termination become immediately due and payable; each party shall promptly comply with its obligations under Clause 7.6 to return or destroy the other party's Confidential Information; each party shall promptly return to the other any equipment, physical materials or property of the other party in its possession; and Bovingdon-Gray shall, at the Client's reasonable request and subject to the prior payment of all outstanding sums, provide the Client with all Deliverables or parts of Deliverables that are complete or that are capable of standalone use at the date of termination, together with reasonable transition assistance to facilitate the handover of work to the Client or a replacement service provider. The obligation to pay Fees accrued to the date of termination is not affected by the reason for termination.

15.5 Survival

The following provisions shall survive the expiry or termination of the Agreement for any reason and shall remain in full force and effect: Clause 1 (Interpretation and Definitions); Clause 5 (Fees, Invoicing and Payment Terms) in respect of amounts accrued; Clause 6 (Intellectual Property Rights); Clause 7 (Confidentiality); Clause 8 (Data Protection); Clause 10 (Warranties) in respect of any warranty relating to Services performed or Deliverables delivered before termination; Clause 11 (Limitation of Liability); Clause 13.3 (No Staff Solicitation); Clause 16 (Anti-Bribery and Corruption); Clause 18 (Dispute Resolution); Clause 19 (Governing Law); and Clause 21 (General Provisions).

16. Anti-Bribery and Corruption

Each party shall comply fully with the Bribery Act 2010 and all other applicable anti-bribery and anti-corruption laws in any relevant jurisdiction. Neither party shall, in connection with the Agreement or any Engagement, directly or indirectly offer, give, request, agree to receive or accept any financial or other advantage with the intention of improperly influencing or inducing any person — whether a public official, a business decision-maker or any other individual — to act improperly in their professional capacity, or to perform any function or activity improperly. This prohibition extends to all representatives, employees, agents, intermediaries and Subcontractors acting on behalf of each party.

Each party shall have in place and maintain throughout the term of the Agreement adequate procedures to prevent bribery and corruption, including appropriate training and monitoring of personnel with relevant responsibilities. Either party may terminate the Agreement immediately by written notice if the other party, or any person acting on its behalf, is convicted of any offence under the Bribery Act 2010 or any equivalent legislation, or if the other party's compliance with this Clause 16 is materially compromised in a way that cannot be remedied.

17. Modern Slavery and Human Trafficking

Each party warrants and represents that its business is conducted in full compliance with the Modern Slavery Act 2015 and all other applicable laws relating to forced labour, compulsory labour, child labour and human trafficking. Each party shall take reasonable steps to ensure that its supply chains are free from modern slavery and human trafficking and shall cooperate with reasonable requests from the other party for information to support the other party's own compliance activities and reporting obligations under the Modern Slavery Act 2015. Either party may terminate the Agreement immediately by written notice if the other party — or any person or entity within its direct supply chain in connection with the Agreement — is found to be involved in or complicit in any act of modern slavery, forced labour or human trafficking.

18. Equality, Diversity and Inclusion

Bovingdon-Gray is committed to equality of opportunity and non-discrimination in all aspects of its business. We do not unlawfully discriminate on grounds of age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex, or sexual orientation in connection with the provision of Services, the treatment of Client personnel or the design and content of Deliverables. We comply with the Equality Act 2010 and all other applicable equality and non-discrimination legislation in the performance of our Services. Bovingdon-Gray takes reasonable steps to ensure that the learning programmes and digital products it designs are accessible and inclusive and, unless the Engagement Documents specify otherwise, designs digital content to meet at a minimum the WCAG 2.1 Level AA accessibility standard.

The Client agrees to ensure that its conduct and that of its personnel towards Bovingdon-Gray's consultants and staff in connection with any Engagement complies with applicable equality and anti-discrimination legislation and with the Client's own equality policies. Any concern about treatment of Bovingdon-Gray personnel that may constitute discrimination, harassment or victimisation should be reported to Bovingdon-Gray promptly at info@bovingdon-gray.fit.

19. Dispute Resolution

19.1 Good Faith Negotiation

In the event of any dispute or difference arising between the parties in connection with the Agreement — including disputes regarding interpretation, performance, quality, fees, intellectual property, confidentiality or termination — the parties shall first attempt in good faith to resolve the dispute through direct discussion between authorised senior representatives of each party. Either party may initiate the good faith negotiation process by serving a written notice of dispute on the other party, identifying the nature and substance of the dispute with reasonable specificity. Each party shall designate a senior representative with authority to negotiate and settle the dispute within five (5) Business Days of the notice being served. The parties shall hold at least one substantive discussion meeting or call within fifteen (15) Business Days of the notice being served.

19.2 Mediation

If the dispute has not been resolved through good faith negotiation within thirty (30) Business Days of the written notice of dispute being served, or within such longer period as both parties agree in writing, either party may refer the dispute to non-binding mediation. The mediator shall be a neutral and independent professional appointed by agreement between the parties. If the parties cannot agree on a mediator within ten (10) Business Days of a written request for mediation being made, the mediator shall be nominated by the Centre for Effective Dispute Resolution (CEDR) or, for disputes where both parties prefer, the Scottish Mediation Network. The mediation shall be conducted in Glasgow or by such other means as the parties agree. The costs of the mediator shall be shared equally between the parties. Each party shall bear its own legal and professional costs of participating in the mediation. The mediation shall be conducted without prejudice to either party's legal rights.

19.3 Expert Determination

For disputes that are primarily technical in nature — for example, disputes about whether a Deliverable meets documented Acceptance Criteria — either party may request, by notice in writing to the other party, that the dispute be referred to an independent technical expert for determination. The expert shall be appointed by agreement between the parties or, failing agreement within ten (10) Business Days of the referral request, nominated by the British Computer Society or such other professional body as the parties agree is appropriate for the subject matter of the dispute. The expert's determination shall be final and binding on both parties in the absence of manifest error. The costs of the expert shall be shared equally unless the expert determines otherwise.

19.4 Litigation

If the dispute has not been resolved through good faith negotiation, mediation or expert determination within sixty (60) days of the initial written notice of dispute (or such longer period as both parties agree in writing), either party may commence legal proceedings in the Scottish courts in accordance with Clause 20. Nothing in this Clause 19 prevents either party from seeking emergency injunctive relief, a preservation order or other urgent interim remedy from a court of competent jurisdiction at any time, without first completing the procedures in this Clause 19, where such urgent relief is necessary to protect that party's rights or to prevent irreparable harm.

20. Governing Law and Jurisdiction

These Terms and Conditions, and each Agreement into which they are incorporated, together with any dispute or claim arising out of or in connection with them or their subject matter or formation — including disputes arising in connection with any non-contractual obligations between the parties — shall be governed by and construed in all respects in accordance with the law of Scotland. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Scotland to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation. This agreement as to jurisdiction is for the benefit of Bovingdon-Gray but does not prevent Bovingdon-Gray from bringing proceedings in any other jurisdiction for the purpose of enforcing a judgment of the Scottish courts or for the purpose of seeking injunctive or other urgent relief.

21. Notices

All formal notices, demands and other communications required or permitted under the Agreement shall be in writing. A notice shall be validly served if: delivered by hand to the recipient's principal address for the Engagement as specified in the Engagement Documents, with written confirmation of receipt; sent by first-class recorded delivery post or equivalent tracked postal service to that address; or sent by email to the email address of the recipient's designated project contact or, for formal legal notices, to info@bovingdon-gray.fit (for Bovingdon-Gray) or to the email address specified in the Engagement Documents for formal notices to the Client. Notices sent by email shall be confirmed by a corresponding email acknowledgement from the recipient within one Business Day; in the absence of such acknowledgement, the sending party shall re-send the notice by an alternative method. A notice sent by hand or tracked post shall be deemed received on the first Business Day after the date of confirmed delivery. A notice sent by email and acknowledged shall be deemed received at the time of the acknowledgement email.

22. General Provisions

22.1 Entire Agreement

These Terms and Conditions, together with the applicable Engagement Documents, any agreed Change Orders and any Data Processing Agreement entered into by the parties, constitute the entire agreement between the parties in relation to the Engagement to which they relate. They supersede and replace all prior negotiations, correspondence, representations, warranties, understandings and agreements between the parties in connection with the subject matter of the Agreement, whether written or oral. Each party acknowledges that it has not entered into the Agreement in reliance on any representation or warranty not expressly included in the Agreement documents, and waives all claims for breach of any such representation or warranty, except in the case of fraud or fraudulent misrepresentation.

22.2 Amendments

No amendment to or variation of these Terms and Conditions shall be valid or binding unless it is in writing and has been signed by a duly authorised representative of each party. Electronic signatures shall be accepted for this purpose. Changes to the Scope of Services, Deliverables, timeline and Fees of a specific Engagement are managed through the Change Request procedure in Clause 3.3 and must be documented in a written Change Order.

22.3 Waiver

No failure or delay by either party in exercising any right, power or remedy under the Agreement shall operate as a waiver of that right, power or remedy. No single or partial exercise of any right shall prevent any further or other exercise of it or of any other right under the Agreement. Any waiver of a breach of the Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision, unless the waiver is express and in writing.

22.4 Severability

If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect under Applicable Law, that finding shall not affect the validity, legality or enforceability of the remaining provisions. The parties agree to negotiate in good faith to replace any such invalid, illegal or unenforceable provision with a provision that, to the greatest extent possible, achieves the same commercial and legal effect as the provision being replaced.

22.5 Assignment

Neither party may assign, novate, charge or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Bovingdon-Gray may, without the Client's consent but with written notice, assign or transfer the Agreement to any entity that acquires all or substantially all of Bovingdon-Gray's business or the relevant business division, provided that the assignee confirms in writing to the Client that it assumes all obligations under the Agreement and that the Client's accrued rights are not adversely affected by the transfer.

22.6 Third Party Rights

Subject to any express provision to the contrary in the Engagement Documents, no third party shall have any right under the Contracts (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Agreement. The parties retain the right to rescind, amend or vary the Agreement without the consent of any third party, notwithstanding that any such rescission, amendment or variation may affect the interests of a third party who would otherwise have had a right to enforce the relevant term.

22.7 Relationship of the Parties

The parties are independent contractors. Nothing in the Agreement creates or implies any employment relationship, partnership, joint venture, agency, trust or fiduciary relationship between the parties. Neither party has any authority to bind the other contractually, to make representations or warranties on the other's behalf or to incur liabilities on the other's behalf. Each party is solely responsible for the management and tax treatment of its own employees, contractors and consultants, and no employment or tax obligations of either party shall be imposed on the other as a result of the Agreement.

22.8 Publicity and Announcements

Neither party shall issue any press release, public announcement, social media post or other public communication that refers to or identifies the other party, any Engagement or the terms of any Agreement without the prior written consent of the other party, except to the extent that such disclosure is required by Applicable Law, by the rules of a recognised securities exchange or by an order of a court of competent jurisdiction. Where a required disclosure is made, the disclosing party shall give the other party as much prior notice as is reasonably practicable and shall take into account any reasonable comments from the other party on the content and timing of the disclosure.

22.9 Counterparts and Electronic Execution

The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original. All counterparts taken together shall constitute one Agreement. Execution and delivery by electronic signature — including signatures applied through DocuSign, Adobe Sign or equivalent digital signature platforms — shall be deemed as valid and effective as execution by manuscript signature on a paper document.

23. Contact and Complaints

If you have any question about these Terms and Conditions, wish to discuss an Engagement, or have a concern or complaint about any aspect of Bovingdon-Gray Consultancy Limited's services, please contact us using the following details:

Bovingdon-Gray Consultancy Limited
3 Fitzroy Place, 1/1 Sauchiehall Street
Glasgow, G3 7RH, Scotland
United Kingdom

Email: info@bovingdon-gray.fit
Telephone: +44 7451 234890

We acknowledge all formal written complaints within five (5) Business Days of receipt and provide a substantive response within twenty (20) Business Days, or within a longer period where the complexity of the matter requires additional investigation, in which case we will notify the complainant of the revised timeline. Where a complaint cannot be resolved to the satisfaction of both parties through our internal process, the dispute resolution procedure in Clause 19 of these Terms and Conditions is available. These Terms and Conditions are also available on request in accessible formats.