Terms & Conditions
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with a party from time to time.
Background Materials: all Intellectual Property Rights, know-how, information, methodologies, frameworks, techniques, tools, schemata, models, instructions and procedures (including, without limitation, the Supplier’s research methods, the Youth Impact Curve, the all.three.points. Collective network, and the Youth Advisory Squad framework) owned, developed, licensed to or controlled by the Supplier which exist prior to the Order, are created outside the scope of, or independently of, the Services, and including all updates, modifications, derivatives or future developments of them.
Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales, or the period between 24 December and 2 January, when banks in London are open for business.
Business Hours: the period from 9.00am to 5.30pm on any Business Day.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.8.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person, firm or company who purchases the Services from the Supplier as identified in the Order.
Customer Materials: all materials, data, information, documents, content and Intellectual Property Rights provided by or on behalf of the Customer to the Supplier in connection with the Services.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer in the course of supplying the Services.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, government action, fire, flood, epidemic or pandemic, failure of utilities or telecommunications, or industrial action.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Order: the Supplier’s proposal, statement of work, quotation or pitch document for the supply of Services, signed or otherwise accepted by the Customer.
Participant: any individual taking part in research, workshops, co-creation sessions or other Services as a research participant, contributor, advisor or member of the Youth Advisory Squad.
Services: the services, including any Deliverables, supplied by the Supplier to the Customer as set out in the Order.
Supplier: all.three.points. Ltd, a company registered in England and Wales with company number 11428210, whose registered office is at 2 Fairwyn, London, SE26 4AE.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under it.
(d) Any words following “including”, “include”, “in particular”, “for example” or any similar expression are illustrative and shall not limit the sense of the words preceding them.
(e) A reference to writing or written includes email but excludes fax.
2. Basis of contract
2.1 The Order constitutes an offer by the Supplier to provide the Services to the Customer in accordance with these Conditions, or (where issued by the Customer) an offer by the Customer to purchase the Services in accordance with these Conditions.
2.2 The Order shall be deemed accepted on the earlier of:
(a) written confirmation, signature or acceptance issued by the Customer’s authorised representative; or
(b) any act by the Supplier consistent with fulfilling the Order with the Customer’s knowledge,
at which point the Contract shall come into existence (“Commencement Date”).
2.3 Any descriptions, illustrations, samples or marketing materials issued by the Supplier are for general guidance only and shall not form part of the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by trade, custom, practice or course of dealing.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.
3.2 In providing the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill in accordance with good industry practice;
(b) use personnel and associates (including members of the all.three.points. Collective and Youth Advisory Squad) who are appropriately skilled and experienced for the tasks they are assigned;
(c) use reasonable endeavours to meet performance dates specified in the Order, but such dates are estimates only and time shall not be of the essence;
(d) comply with all applicable laws and regulations in providing the Services;
(e) obtain and maintain all licences, consents and permissions required for the provision of the Services; and
(f) where the Services involve work with research participants, including children and young people, follow appropriate safeguarding practices and obtain appropriate consents in line with the Supplier’s Participant Privacy Notice.
3.3 The Supplier may use sub-contractors and associates (including members of the all.three.points. Collective) to perform any part of the Services, provided that the Supplier shall remain responsible for their acts and omissions in connection with the Services as if they were the Supplier’s own.
3.4 The Customer acknowledges and agrees that:
(a) the Supplier may use artificial intelligence (AI) and machine-learning tools, including the Supplier’s partner platform Quallie.Ai and similar tools, in the delivery of the Services, including for transcription, analysis and synthesis of qualitative research data, provided that such use is consistent with applicable law, this Contract and the Supplier’s confidentiality and data protection obligations;
(b) AI tools are used to support, not replace, human judgement, and final Deliverables are reviewed and quality-controlled by the Supplier’s team; and
(c) the Supplier shall not use the Customer’s confidential information or any identifiable Participant data to train any third-party generative AI model without the Customer’s prior written consent.
3.5 The Supplier may amend the scope or specification of the Services if necessary to comply with any applicable law or regulatory requirement, or where the amendment will not materially affect the nature or quality of the Services. The Supplier shall notify the Customer of any such amendment as soon as reasonably practicable.
4. Customer’s obligations
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services and provide reasonable access to the Customer’s personnel, premises, systems and information as required;
(b) ensure that the information provided to the Supplier in connection with the Order, the Services and any Customer Materials is complete, accurate and up to date;
(c) obtain and maintain all necessary licences, permissions and consents that may be required in respect of the Customer Materials and the Customer’s use of the Deliverables;
(d) comply with all applicable laws and regulations;
(e) promptly review and respond to drafts, requests and recommendations issued by the Supplier within the timeframes agreed in the Order; and
(f) comply with any additional obligations set out in the Order.
4.2 If the Supplier’s performance of any of its obligations is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees (“Customer Default”):
(a) the Supplier shall be entitled to an extension of time equal to the delay caused by the Customer Default, or to suspend performance until the Customer Default is remedied;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising from the Supplier’s failure or delay to perform any of its obligations, to the extent caused by the Customer Default; and
(c) the Customer shall reimburse the Supplier on written demand for any reasonable costs or losses sustained or incurred by the Supplier arising from the Customer Default.
5. Charges and payment
5.1 The charges for the Services shall be set out in the Order. Save as otherwise specified in the Order, the Supplier shall invoice the Customer in accordance with the payment milestones set out in the Order, or otherwise monthly in arrears.
5.2 The Supplier shall be entitled to charge the Customer for pre-approved expenses reasonably incurred in connection with the Services, including travel, accommodation, subsistence, third-party costs (such as participant incentives, venue hire, transcription and translation services, and access to specialist tools), and the cost of any materials.
5.3 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier.
Time for payment shall be of the essence of the Contract.
5.4 All amounts payable by the Customer under the Contract are exclusive of VAT (where applicable). The Customer shall, on receipt of a valid VAT invoice, pay any VAT chargeable on the Services at the same time as payment is due.
5.5 If the Customer fails to make any payment due under the Contract by the due date, then, without limiting the Supplier’s other remedies, the Customer shall pay interest on the overdue sum at 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full, whether before or after judgment.
5.6 Failure to pay any amount due under the Contract on the due date shall constitute a material breach for the purposes of clause 9.1(a).
5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Intellectual property rights
6.1 The Customer acknowledges and agrees that the Supplier shall retain all rights, title and interest in and to the Background Materials. To the extent the Background Materials are incorporated into or used in connection with any Deliverable, the Supplier grants the Customer a non-exclusive, worldwide, royalty-free, non-transferable licence to use the Background Materials solely for the Customer’s internal business purposes and to the extent necessary to make use of the Deliverables. This licence is revocable in the event that:
(a) any charges due under the Contract remain unpaid after the due date;
(b) the Background Materials are used other than as permitted by these Conditions or the Order; or
(c) the Contract is terminated by the Supplier under clauses 9.1 or 9.2.
6.2 Subject to clause 6.1 and to payment in full of the charges due under the Order, the Supplier shall assign to the Customer all Intellectual Property Rights in the bespoke elements of the Deliverables created specifically for the Customer under the Order. Until such payment is made, the Supplier grants the Customer a non-exclusive, worldwide, royalty-free licence to use such Deliverables for internal purposes only, which licence may be revoked in the event of non-payment.
6.3 Notwithstanding clause 6.2, the following are not assigned to the Customer and remain the property of the Supplier:
(a) the Background Materials;
(b) the Supplier’s methodologies, frameworks, models, dashboards and tools (including the Youth Impact Curve, the all.three.points. Collective network, and the Youth Advisory Squad framework);
(c) any general learnings, insights, know-how, ideas or techniques developed or acquired by the Supplier in the course of providing the Services that are not specific to the Customer’s business; and
(d) any anonymised, aggregated or de-identified data derived from the Services, which the Supplier may use for benchmarking, methodology development, thought leadership and the Supplier’s own internal purposes.
6.4 In relation to the Customer Materials, the Customer:
(a) and its licensors retain ownership of all Intellectual Property Rights in the Customer Materials; and
(b) grants the Supplier a non-exclusive, royalty-free, non-transferable licence to copy, use and modify the Customer Materials for the term of the Contract for the purpose of providing the Services.
6.5 Each party shall indemnify the other against all damages, losses and reasonable costs (including legal fees) suffered or incurred as a result of any third-party claim that the indemnifying party’s materials, when used as permitted by the Contract, infringe that third party’s Intellectual Property Rights, subject to the limitations of liability in clause 8.
6.6 Subject to obtaining the Customer’s prior written consent (not to be unreasonably withheld or delayed), the Supplier may include reference to the Customer’s name, logo and a high-level description of the project in the Supplier’s credentials, case studies and marketing materials.
7. Data protection
7.1 The following definitions apply in this clause 7:
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time, including: (i) where the UK GDPR applies, the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003; and (ii) where the EU GDPR applies, the General Data Protection Regulation ((EU) 2016/679) and any implementing legislation in any EU member state.
7.2 Each party shall comply with its respective obligations under the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
7.3 The parties acknowledge that, depending on the nature of the Services, either party may act as Controller or Processor, or the parties may act as Joint Controllers, in respect of Personal Data processed under the Contract. The Order or a separate data processing schedule shall, where appropriate, set out the subject matter, duration, nature and purpose of the processing, the types of Personal Data and categories of Data Subjects.
7.4 Where the Supplier is acting as a Processor on behalf of the Customer:
(a) the Supplier shall process the Personal Data only on the documented written instructions of the Customer, unless required by law to process the data otherwise;
(b) the Supplier shall ensure that appropriate technical and organisational measures are in place to protect the Personal Data;
(c) the Supplier shall ensure that all personnel authorised to process the Personal Data are subject to appropriate confidentiality obligations;
(d) the Supplier shall, at the Customer’s cost, assist the Customer in responding to Data Subject requests and in complying with the Customer’s obligations under the Data Protection Legislation in relation to security, breach notifications, impact assessments and consultations with regulators;
(e) the Supplier shall notify the Customer without undue delay on becoming aware of a Personal Data Breach affecting the Customer’s Personal Data;
(f) the Supplier shall, at the Customer’s written direction, delete or return Personal Data and copies on termination of the Contract, unless required by law to retain it (including securely held back-ups in the ordinary course of business); and
(g) the Supplier shall maintain records sufficient to demonstrate its compliance with this clause 7.
7.5 The Customer provides its prior, general authorisation for the Supplier to engage sub-processors (including members of the Collective and providers such as Google Workspace, Microsoft Teams and Quallie.Ai), provided that the Supplier:
(a) ensures that any sub-processor is bound by data protection obligations substantially similar to those set out in this clause 7;
(b) remains responsible for the acts and omissions of any sub-processor as if they were its own; and
(c) informs the Customer of any intended changes concerning the addition or replacement of sub-processors, allowing the Customer a reasonable opportunity to object.
7.6 The Supplier may transfer Personal Data outside the UK or the European Economic Area where appropriate safeguards are in place under the Data Protection Legislation (including the UK’s International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or transfers to countries deemed adequate).
7.7 Where the Services involve Participants (including children and young people), the Supplier shall be responsible for obtaining appropriate participant consents and providing privacy information in accordance with its Participant Privacy Notice. The Customer shall not contact, identify or use Personal Data of Participants other than as permitted under the Order and the consents obtained.
8. Limitation of liability
8.1 The limits and exclusions in this clause 8 reflect the insurance cover the Supplier has been able to arrange and the commercial nature of the Contract. The Customer is responsible for arranging its own insurance for any excess liability.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any liability that legally cannot be limited; or
(d) the Customer’s payment obligations under the Contract.
8.4 Subject to clauses 8.3 and 8.5, each party’s total liability to the other arising under or in connection with the Contract shall not exceed the total charges paid or payable under the Order which gave rise to the liability.
8.5 Subject to clause 8.3, neither party shall be liable to the other for any: (a) loss of profits, revenue, sales, business or goodwill; (b) loss of anticipated savings; (c) loss of or damage to data; (d) loss of opportunity or reputation; or (e) any indirect, special or consequential losses, in each case howsoever arising.
8.6 The Customer acknowledges that the Services involve the Supplier’s strategic recommendations and creative output, the implementation and commercial success of which depend on factors beyond the Supplier’s control. The Supplier does not guarantee any particular commercial outcome resulting from the Services or Deliverables.
8.7 This clause 8 shall survive termination of the Contract.
9. Termination
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so;
(b) the other party becomes (or threatens to become) insolvent, enters into administration or liquidation (other than for the purpose of a solvent restructuring), has a receiver appointed, or makes any composition or arrangement with its creditors;
(c) the other party suspends, ceases or threatens to suspend or cease carrying on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to perform the Contract is in jeopardy.
9.2 Without affecting any other right or remedy, the Supplier may terminate the Contract with immediate effect by written notice if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
9.3 Without affecting any other right or remedy, the Supplier may suspend the supply of Services if the Customer fails to pay any amount due under the Contract on the due date, or becomes subject to any of the events listed in clause 9.1(b) to 9.1(d), or if the Supplier reasonably believes that the Customer is about to become subject to any of them.
10. Consequences of termination
10.1 On termination or expiry of the Contract:
(a) the Customer shall immediately pay all of the Supplier’s outstanding unpaid invoices and interest, and, in respect of Services performed but not invoiced, the Supplier shall submit a final invoice which shall be payable on receipt;
(b) the Customer shall return any Supplier materials and any Deliverables that have not been fully paid for;
(c) where the Supplier has terminated under clauses 9.1 or 9.2, the licence granted under clause 6.1 shall automatically terminate;
(d) each party shall, on the other’s written request, return or destroy the other party’s confidential information; and
(e) each party shall comply with its obligations under clause 7 in relation to the return or deletion of Personal Data.
10.2 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.
11. Confidentiality
11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, sub-contractors, advisers and (in the case of the Supplier) members of the Collective who need to know such information for the purposes of carrying out the party’s obligations under the Contract, provided that such recipients are bound by appropriate confidentiality obligations; and
(b) as required by law, a court of competent jurisdiction or a governmental or regulatory authority.
11.3 Neither party shall use the other’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.4 This clause 11 shall survive termination of the Contract for a period of 5 years.
12. Force majeure
Neither party shall be liable for any delay or failure in the performance of its obligations to the extent such delay or failure results from a Force Majeure Event. The party affected shall promptly notify the other and use reasonable endeavours to mitigate the effect of the Force Majeure Event. If the period of delay or non-performance continues for more than 8 weeks, the unaffected party may terminate the Contract by giving not less than 14 days’ written notice.
13. General
13.1 Assignment and other dealings: Neither party may assign, transfer, charge, sub-contract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the other (such consent not to be unreasonably withheld or delayed), save that the Supplier may sub-contract any part of the Services in accordance with clause 3.3.
13.2 Notices: Any notice under the Contract shall be in writing and may be delivered by hand, by pre-paid first-class post or other next working day delivery service to the registered office (in the case of a company) or principal place of business, or by email to the email address most recently used by the parties for matters under the Contract. Notices delivered by hand are effective on delivery; by post on the second Business Day after posting; by email on the time of transmission, or if outside Business Hours, when Business Hours next resume. This clause does not apply to the service of legal proceedings.
13.3 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted, and the validity and enforceability of the rest of the Contract shall not be affected.
13.4 Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy shall not constitute a waiver.
13.5 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
13.6 Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in relation to its subject matter. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.7 Third party rights: A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.8 Variation: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.9 Counterparts: The Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all counterparts together shall constitute the one agreement.
13.10 Governing law: The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
13.11 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
