These Terms and Conditions apply to the provision of all Services by Aeon Nexus Group Holdings, a company registered in England and Wales (15819131), whose registered office address is Office 40, Burlington House, 369 Wellingborough Road, Northampton, England, NN1 4EU (“the Company”), or any of Aeon Nexus Group Holdings subsidiaries or associated companies (“Aeon Nexus”).
Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Client” means the individual, firm, or corporate body purchasing the Services from Aeon Nexus. If an individual is entering into this Contract on behalf of a business, that individual confirms they have the authority to bind the business, which shall be the Client in this Contract.
- “Contract” means the legally binding agreement formed as detailed in clause “The Contract”, which includes these Terms and Conditions.
- “Quotation” means the written quotation provided by us to you, which unless otherwise stated, remains open for acceptance for 30 days and outlines the scope of our Services.
- “Services” means the strategic investment, consultancy, business growth, and related services provided by us to you.
The Contract
We will provide you with a written Quotation for our Services. Acceptance of our Quotation, whether electronically or otherwise, or the placement of an order, creates a legally binding Contract between you and us, incorporating these Terms and Conditions.
You are responsible for ensuring the accuracy of any information you provide to us and for ensuring that our Quotation accurately reflects your requirements. You agree to provide us with the necessary information, advice, and assistance in a timely manner to enable us to perform the Services. Please note that any timelines provided by us are indicative only and not of the essence of the Contract.
Services and Payment Terms
Consultancy and Strategic Investment Services:
Unless otherwise agreed in writing, our payment terms are as follows:
- 50% of the quoted fee is due upon acceptance of our Quotation. Orders will not be deemed confirmed until this deposit is paid in full. This deposit is non-refundable.
- The remaining 50% of the quoted fee will be invoiced upon completion of the Services, or within a specified time after a draft version has been issued if no communication has been received from you.
Additional Services: Any additional services provided that are not specified in the Quotation will be charged in accordance with our current rates at the time of performance.
Interim Payments: We reserve the right to request interim payments as the project progresses. Such payments will be discussed and agreed upon in advance.
Intellectual Property
Ownership: We retain ownership of all intellectual property rights that may subsist in the provision of the Services, unless otherwise agreed in writing. Nothing in this Contract will vest any ownership rights in the Client.
Licensing: Subject to payment in full, we grant you a non-exclusive license to use the intellectual property created under this Contract, solely for the purposes for which it was developed.
Use of Drafts and Concepts: The license applies only to the final deliverables and does not extend to any draft concepts or materials viewed by you during the process. These materials cannot be used without our express permission.
Confidentiality
Confidential Information: Both Parties agree to keep confidential any information provided by the other Party during the term of this Contract and to use such information solely to perform their obligations under this Contract. Neither Party will disclose such information to any third party without the prior written consent of the other Party, except as required by law.
Limitation of Liability
Liability Cap: Except in respect of death or personal injury caused by our negligence, our liability under or in connection with this Contract shall be limited to the amount of fees paid by you for the Services.
Exclusions: We shall not be liable for any indirect, special, or consequential loss or damage arising out of or in connection with the performance of our obligations under this Contract, including but not limited to loss of profits, business interruption, or loss of data.
Force Majeure: We shall not be liable for any failure or delay in performing our obligations under this Contract where such failure or delay results from causes beyond our reasonable control, including but not limited to natural disasters, strikes, or governmental actions.
Termination
Termination by Notice: Either Party may terminate this Contract by providing 30 days’ written notice to the other Party.
Immediate Termination: Either Party may terminate this Contract immediately if the other Party commits a material breach of these Terms and Conditions and fails to remedy such breach within 14 days of receiving written notice.
Consequences of Termination: Upon termination, all payments due under this Contract shall become immediately payable. Any intellectual property rights granted to you under this Contract will terminate, and you must cease using any materials created under the Contract.
Data Protection
Compliance: Both Parties agree to comply with all applicable data protection legislation, including the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR).
Client Data: If you provide us with personal data relating to third parties, it is your responsibility to obtain the necessary consents to share this data with us. We will process and store such data solely for the purposes of fulfilling our obligations under this Contract.
Governing Law and Jurisdiction
Jurisdiction: These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
Dispute Resolution: Any disputes arising out of or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.
General
Amendments: We reserve the right to amend these Terms and Conditions from time to time. Any changes will be notified to you in writing and will apply to all Contracts ongoing at the time of the amendment.
Entire Agreement: These Terms and Conditions, together with the Quotation, constitute the entire agreement between you and us, superseding all prior agreements, understandings, or representations, whether written or oral.
Third-Party Rights: A person who is not a party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
Notices: Notices shall be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed, stamped, and placed in the post, and in the case of an email, that it was sent to the specified email address of the addressee.