Terms and Conditions

These Terms and Conditions ("Terms") govern the provision of consultancy services ("Services") by Innovate Health Consulting Ltd ("we," "us," "our") to the client ("you," "your"). By engaging our Services, you agree to these Terms.

1.1. Innovate Health Consulting provides consultancy services in areas including but not limited to Digital Transformation, Programme Management, Clinical Safety Officer (CSO) support, Organisational Development, and Change Management. 1.2. The specific scope of services will be detailed in a separate engagement agreement or contract that outlines the objectives, timelines, and deliverables for each project. 1.3. Any changes to the scope of services must be agreed upon in writing by both parties.

2. Engagement of Services

2.1. Upon entering into a consultancy agreement, Innovate Health Consulting will work with you to define the project scope, deliverables, and timelines. 2.2. We shall provide the Services with reasonable skill, care, and diligence, and in accordance with industry standards, relevant laws, and national regulations.

3. Fees and Payment Terms

3.1. Fees for Services will be detailed in a separate agreement or proposal document provided prior to the commencement of the Services. 3.2. Payment terms will be set out in the engagement agreement, including due dates and invoicing schedules. All invoices must be paid in full within the specified payment period. 3.3. Any expenses incurred during the provision of the Services (such as travel or accommodation) will be agreed upon with you in advance and will be invoiced separately.

4. Confidentiality

4.1. Both parties agree to keep all confidential information disclosed during the course of the engagement confidential and to use it only for the purpose of fulfilling their obligations under the agreement. 4.2. Confidential information includes all proprietary data, trade secrets, business information, client records, and any other information that is not publicly available. 4.3. Both parties shall take reasonable steps to ensure that their employees, agents, and subcontractors comply with the confidentiality obligations outlined in this agreement.

5. Intellectual Property

5.1. All materials, reports, documents, software, and other deliverables provided by Innovate Health Consulting during the provision of Services remain the intellectual property of Innovate Health Consulting, unless otherwise agreed in writing. 5.2. You are granted a non-exclusive, non-transferable licence to use any deliverables produced by Innovate Health Consulting solely for the purpose for which they were provided.

6. Client Responsibilities

6.1. You agree to provide Innovate Health Consulting with all necessary information, data, and access to personnel required for us to perform the Services. 6.2. You will ensure that all information provided is accurate and up to date to enable us to carry out our duties effectively. 6.3. Failure to provide the required information or cooperation may result in delays or the inability to deliver Services.

7. Termination of Services

7.1. Either party may terminate the agreement by providing 30 days’ written notice to the other party. 7.2. Innovate Health Consulting reserves the right to terminate the agreement without notice if you fail to pay any outstanding fees within the specified payment period. 7.3. In the event of termination, all fees due for Services rendered up to the termination date will be invoiced and must be paid by you.

8. Liability and Indemnity

8.1. Innovate Health Consulting will not be liable for any indirect, special, or consequential damages arising out of or in connection with the Services provided, except in cases of gross negligence or wilful misconduct. 8.2. Our total liability for any claim arising from the provision of Services will not exceed the amount paid for the Services under the specific contract. 8.3. You agree to indemnify and hold harmless Innovate Health Consulting from any and all claims, damages, or losses arising from your use of the deliverables or your failure to comply with these Terms.

9. Compliance with Laws and Regulations

9.1. Innovate Health Consulting will comply with all relevant laws, regulations, and national standards, including but not limited to GDPR (General Data Protection Regulation), DCB0129 (Clinical Risk Management Standards), and DCB0160. 9.2. You are responsible for ensuring that your use of our Services and any deliverables complies with all applicable laws and regulations within your jurisdiction.

10. Force Majeure

10.1. Neither party will be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of natural calamities, war, strikes, pandemics, or governmental restrictions. 10.2. If a force majeure event occurs, the affected party must notify the other party as soon as possible and take reasonable steps to mitigate the impact of the event.

11. Dispute Resolution

11.1. In the event of a dispute, both parties agree to first attempt resolution through good faith negotiation. 11.2. If a dispute cannot be resolved through negotiation, the parties agree to submit the matter to mediation or, if necessary, binding arbitration in accordance with the rules of the Arbitration Act 1996.

12. Governing Law

12.1. These Terms and any associated engagement agreements shall be governed by and construed in accordance with the laws of England and Wales. 12.2. Any legal proceedings arising out of or relating to these Terms shall be brought exclusively in the courts of England and Wales.

13. Amendments and Waivers

13.1. These Terms may only be amended in writing, signed by both parties. 13.2. Any failure by Innovate Health Consulting to enforce any provision of these Terms shall not be construed as a waiver of any rights or obligations.

14. Entire Agreement

14.1. These Terms, along with any engagement agreements or contracts, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or communications.