Consultancy Service Terms & Conditions
Last Updated: 2 December, 2024Welcome to Nutrable!
This Agreement sets out the terms and conditions on which you agree to provide nutritional therapy consultation and coaching services for Nutrable. This Agreement sets out your obligations including how you are to conduct the consultations and your responsibilities regarding confidentiality and data. This Agreement also explains that you must maintain insurance and that Nutrable is solely a platform provider and all liability for the Consultancy Services you provide rests with you, the nutritional therapist. Please read this Agreement carefully and then select ‘Accept’ if you agree.
BACKGROUND
Nutrable Limited, a limited liability company incorporated and registered in England and Wales (registration number: 12242756), whose registered office address is at 77 New Cavendish Street, London, United Kingdom, W1W 6XB (“Nutrable”) hereby confirms the terms and conditions on which Nutrable may appoint you (“Expert”) to provide Consultancy Services (as defined in Clause 1.1) to its customers (“End Users”) via Nutrable’s website available at www.Nutrable.com (the “Site”) and the related services offered by Nutrable (collectively, such website and services, being the “Nutrable Platform”).
Your appointment as an Expert to provide Consultancy Services via the Nutrable Platform (if accepted by Nutrable) will be governed by these terms and conditions (the “Consultancy Service Terms and Conditions”) and the Appointment Terms, available here.
You should pay particular attention to the section called "Indemnities and Liability", as this excludes or limits our legal liability in connection with this Agreement and your provision of the Consultancy Services. If you do not agree to these Consultancy Service Terms and Conditions and the Appointment Terms, you will not be permitted to provide Consultancy Services via the Nutrable Platform.
Your use of the Site and the Nutrable Platform, including the use of the video functionality and reporting tools provided via the Nutrable Platform for the purpose of conducting Appointments, are governed by our Terms of Service, available here. To the extent of any inconsistency between the provisions of the Terms of Service and this Agreement, the provisions of this Agreement shall prevail. To the extent of any inconsistency between these Consultancy Service Terms and Conditions and the Appointment Terms and Conditions, the Appointment Terms and Conditions shall prevail.
Nutrable may vary these Consultancy Service Terms and Conditions, or of any of the documents referred to in them, at any time in its discretion. If Nutrable does this, Nutrable will post the changes on this page and will indicate at the top of this page the date the Consultancy Service Terms and Conditions were last revised. Nutrable will also notify the Expert, either through the Nutrable Platform user interface, in an email notification or through other reasonable means. The Expert’s continued provision of the Consultancy Services after the date any such changes become effective constitutes the Expert’s acceptance of the new Consultancy Service Terms and Conditions.
1. THIS AGREEMENT
1.1 The Expert may request to register to provide Consultancy Services (including conducting Appointments) via the Nutrable Platform (a “Registration Request”) by clicking the ‘Accept’ (or similar) button to agree to these Consultancy Service Terms and Conditions and the Appointment Terms (available here), and providing information in relation to the Expert’s skills, qualifications, credentials and expertise, the type of services available to End Users via the Nutrable Platform that the Expert is willing to provide (“Consultancy Services”), and the hours during which the Expert is available for Appointments (“Expert’s Working Hours”), when prompted by the Nutrable Platform.
1.2 Submitting a Registration Request constitutes an offer to register as an Expert to provide the specified Consultancy Services in accordance with and subject to these Consultancy Service Terms and Conditions and the Appointment Terms. The Expert is responsible for ensuring that its Registration Request is complete and accurate before submitting it and warrants that all information provided by the Expert (including in relation to its qualifications, credentials and expertise) to Nutrable as part of its Registration Request or otherwise is provided in good faith and is complete, truthful, accurate, up-to-date and not misleading.
1.3 When an Expert clicks “Accept” (or similar) to agree to these Consultancy Service Terms and Conditions and the Appointment Terms, or submits a Registration Request through the Nutrable Platform, that does not mean the Expert’s request has been accepted or that the Expert will be engaged as an Expert to provide Consultancy Services via the Nutrable Platform. Nutrable will advise the Expert via email as to whether a Registration Request has been accepted. Nutrable reserves the right to accept or reject, or request a revision of, or further information in relation to, any Registration Request in its sole discretion. If Nutrable notifies the Expert that it has accepted a Registration Request, a contract will be formed at that time between the Expert and Nutrable in relation to the supply of the Consultancy Services, in accordance with and subject to these Consultancy Service Terms and Conditions and the Appointment Terms (the “Agreement”). The Expert acknowledges and agrees that Nutrable may verify the Expert’s skills, qualifications, credentials and experience and consents to Nutrable conducting any such verification, including via third party services.
2. EXPERT OBLIGATIONS
2.1 The Expert agrees to access and use the Site and the Nutrable Platform in accordance with the Terms of Service, available here, 1.1 not have the exclusive right to provide the Consultancy Services or any similar services to Nutrable or any End User(s) and that Nutrable may engage third parties to provide the same or similar services.
2.2 The Expert must: (a) ensure the Consultancy Services are provided in a professional manner, with all due skill and care and in accordance with Good Industry Practice and Applicable Law; (b) obey all lawful instructions given by or on behalf of Nutrable in relation to this Agreement or the Consultancy Services; (c) have all necessary registrations, qualifications, certifications, regulatory approvals, consents, permits, licences and authorisations to enable performance of its obligations under this Agreement, including the performance of the Consultancy Services, and promptly supply Nutrable with evidence of the foregoing; (d) only store End User data on the Nutrable platform and not on any media or digital storage owned by the Expert; (e) notify Nutrable immediately on receipt of any notice or communication from any public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body in respect of the Consultancy Services or the matters listed in paragraph (c) above; (f) cooperate with Nutrable if Nutrable is subject to any investigation, enquiry or similar relating to the Consultancy Services or any other matter relating to the Expert, or if Nutrable receives any complaint from an End User or any other person; and (g) not infringe any third party’s rights in providing the Consultancy Services.
3. TERM AND TERMINATION
3.1 The Agreement will come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, will continue in force until it is terminated by either party giving no less than 5 Business Days’ notice in writing to the other party.
3.2 Either party may terminate this Agreement immediately by written notice if the other party commits any material breach of its obligations under these Consultancy Service Terms and Conditions which is incapable of remedy or, if capable of remedy, is not remedied within 20 Business Days’ following receipt of a notice requiring it to be remedied.
3.3 Nutrable may terminate this Agreement or suspend the Expert’s ability to provide the Consultancy Services if the Expert is no longer permitted to provide the Consultancy Services under any Applicable Law, or if, in Nutrable’s opinion, Nutrable otherwise has reasonable grounds for doing so.
3.4 On termination or expiry of this Agreement the Expert must immediately return or destroy all materials or documents belonging to Nutrable, as instructed by Nutrable. Termination or expiry of this Agreement will not affect the rights or liabilities of either party accrued prior to termination or expiry. The following Clauses will survive the termination or expiry of this Agreement: 3.4, 4, 7, 8, 9.1, 9.3, 10, 11, 12, 13 and any other terms intended expressly or by implication to survive termination or expiry.
4. RESTRICTIVE TERMS
4.1 In order to protect the Confidential Information and Nutrable’s business connections to which the Expert will have access as a result of this Agreement, the Expert covenants that it shall not: (a) during the Term and for twelve (12) months following termination of this Agreement, provide goods or services to any End User the Expert first identified or was introduced to via the Site or the Nutrable Platform, that are the same as or similar to the Consultancy Services; and (b) at any time after termination of this Agreement, represent itself as connected with any Nutrable Group Company in any capacity, or use any business names or trading names associated with or colourably similar to any business names or trade names used by a Nutrable Group Company.
4.2 The Expert acknowledges that it has been separately legally advised in relation to the restrictions in this Clause 4. Each of the restrictions in this Clause 4 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
5. APPOINTMENT OF AGENT AND APPOINTMENTS
5.1 The Expert hereby appoints Nutrable as its agent to: (a) book Appointments with End Users on its behalf and Nutrable accepts the appointment on those terms. Nutrable is authorised by the Expert to solicit, promote and conclude contracts for Appointments in the name of and on behalf of the Expert; and (b) to collect End User payments owed to the Expert. Nutrable shall be authorised to take such steps as it considers necessary to obtain such funds and shall hold such funds for and on behalf of the Expert.
5.2 The Expert acknowledges and agrees that all bookings for Appointments placed by End Users on the Nutrable Platform shall: (a) be paid for by End Users via the Nutrable Platform and the Expert shall not permit End Users to pay for Appointments by any other means, including payment on, during or after the Appointment; and (b) be entered into between the Expert and the End User, and the Expert shall be solely responsible for all aspects of such Appointments other than as expressly set out in these Consultancy Service Terms and Conditions.
5.3 Nutrable acts only as a commercial agent for the Expert in relation to Appointments. The contract for the Appointment and the Consultancy Services provided during an Appointment is directly between the Expert and the relevant End User.
6. FEES AND PAYMENT
6.1 In consideration of the performance by the Expert of the Consultancy Services, Nutrable shall pay to the Expert the fees specified in the Appointment Terms available here (“Fees”) 1.1 in respect of each Appointment within 10 Business Days following the end of the month in which the Appointment was conducted. Within 10 Business Days following the end of each month, Nutrable will also provide the Expert with a report setting out all Appointments completed during the previous month, together with the amounts paid by the relevant End User(s) and the amount due and payable to the Expert.
6.2 Unless the parties otherwise agree in writing: (a) the Fees include all expenses incurred by the Expert in carrying out the Consultancy Services; (b) the Fees are inclusive of VAT (if applicable); and (c) all invoices will be payable in GBP.
6.3 If the Expert has incurred any liability to any Nutrable Group Company, whether under this Agreement or otherwise, Nutrable will be entitled to set off the amount of such liability against any Fees or other sums that would otherwise be due by any Nutrable Group Company to the Expert, without prejudice to any other rights or remedies available to Nutrable under this Agreement or at law.
6.4 The Fees shall be the Expert's total compensation under these Consultancy Service Terms and Conditions. The Expert shall make all necessary income tax, sales tax other taxes payable in connection with the Consultancy Services. The Expert shall be fully responsible for and indemnify Nutrable against any liability, assessment or claim for taxation whatsoever arising from or made in connection with the performance of the Consultancy Services, where such recovery is not prohibited by law. To the extent that any applicable tax regulations require Nutrable to deduct or withhold taxes from the payments due under these Consultancy Service Terms and Conditions to the Expert, then Nutrable may deduct the relevant amounts from the amount otherwise payable.
7. INSURANCE
7.1 During the Term and for a period of seven years afterwards, the Expert shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent professional in connection with the risks associated with this Agreement and the Consultancy Services, including professional indemnity insurance with a limit of at least 2 million pounds Sterling (£2,000,000) for claims arising from a single event or series of related events in a single calendar year, and such other insurances as are required by Applicable Law. On Nutrable’s written request, the Expert shall provide Nutrable with evidence that it holds such insurances. The Expert’s liabilities under these Consultancy Service Terms and Conditions shall not be deemed to be released or limited by the Expert taking out the insurance policies referred to in this Clause 7.1.
8. LIABILITY AND INDEMNITIES
8.1 The Expert agrees to indemnify and keep indemnified Nutrable and each Nutrable Group Company on demand from and against all losses, liabilities, damages, costs and expenses incurred or suffered by Nutrable or a Nutrable Group Company arising out of or in connection with: (a) any claim by an End User or other third party in connection with an Appointment or the performance of the Consultancy Services; (b) breach by the Expert of the terms of this Agreement; (c) any breach of any Applicable Law by the Expert; and (d) any negligent or other wrongful act or omission by the Expert.
8.2 Nutrable will not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise (to the maximum extent permitted by applicable law) for any: (i) loss of revenues, data, profits, contracts, use, opportunity, business or anticipated savings, goodwill or reputation (in each case whether direct or indirect); (iii) special, incidental or consequential loss or damage, suffered or incurred by the Expert arising out of or in connection with this Agreement or the Consultancy Services; or (iii) failure or delay resulting from any condition beyond its reasonable control.
8.3 The Expert assumes all responsibility in connection with the Consultancy Services and Appointments, including any advice, information, materials or content it provides to an End User in connection with the Consultancy Services or an Appointment and all Content it contributes to the Site or the Nutrable Platform. To the extent permitted by law, Nutrable shall not be liable for any losses, liabilities, damages, costs and expenses of any kind incurred or suffered by the Expert arising out of or in connection with the Consultancy Services or any Appointment, or any Content the Expert contributes to the Site or the Nutrable Platform.
8.4 To the extent permitted by law and without limiting Clause 8.3, Nutrable’s total aggregate liability to the Expert under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) will not exceed the Fees paid to the Expert in the twelve (12) month period preceding the date on which the relevant claim or claims arise. Nothing in this Agreement will in any way exclude or limit a party’s liability to the other party for: (a) death or personal injury caused by that party’s negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other matter for which it would be illegal to exclude or attempt to exclude its liabilities.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All right, title and interest, including Intellectual Property Rights, in and to the Nutrable IP and the Content (as defined in Clause 9.2 below) will remain in, or will vest in, Nutrable or its licensors, and each party will retain ownership of all of its Background IP. The Expert’s rights to access and use the Nutrable Platform (including the video functionality and tools used to take records and notes in connection with Appointments) are governed by the Terms of Service, available here.
9.2 The Expert may be invited to submit content to be published on the Site or via the Nutrable Platform (“Content”). Nutrable reserves the right to approve any Content to be published on the Site or via the Platform. Without limiting the foregoing, any Content which the Expert submits must not: (i) infringe the Intellectual Property Rights or other rights of any other person; (ii) be made in breach of any legal duty owed to a third party; (iii) be threatening, abusive or invade another’s privacy; (iv) be likely to harass, upset, embarrass, alarm or annoy any other person; or (v) encourage any act or activity that could be harmful to the health or well-being of anyone or which raises any clinical safety concerns. The Expert shall only contribute generic advice in the Content and shall encourage End Users to seek professional medical advice from their doctor or other healthcare providers, and shall ensure all Content complies with Applicable Laws.
9.3 To the extent that Nutrable IP or the Content is acquired by or otherwise vests in the Expert as a result of this Agreement or the performance of the parties’ obligations under this Agreement, the Expert hereby assigns all of its right, title, and interest in any and all of the Nutrable IP or Content to the extent that such right, title and interest are capable of a present assignment of future rights; and agrees to assign all of its right, title, and interest in any and all of the Nutrable IP or Content to the extent such right, title, and interest is not capable of a present assignment of future rights.
10. CONFIDENTIALITY AND DATA PROTECTION
10.1 The Expert must hold Nutrable’s, each member of Nutrable’s Group’s and the End Users’ Confidential Information in strict confidence and must not disclose such Confidential Information to any third party. The Expert may use each of the Nutrable Group Companies’ and the End Users’ Confidential Information solely for the purposes of carrying out its obligations under this Agreement. Any End User information including recommendation or notes must be stored exclusively on the Nutrable platform and not on any other form or media digital or otherwise owned by the Expert. The obligations on the Expert set out in this Clause 10.1 will not apply to any Confidential Information of Nutrable, a Nutrable Group Company or an End User which: (a) is publicly available or becomes publicly available other than through an act or omission of the Expert; (b) the Expert is required to disclose by order of a court of competent jurisdiction or by a regulator having jurisdiction over the Expert, provided that prior to such disclosure, the Expert must use reasonable endeavours to provide notice to the other party setting out the nature of the proposed disclosure; or (c) is already known to the Expert, as evidenced in written or machine readable form dated prior to the date of disclosure or is received from an unaffiliated third party without an obligation of non-disclosure or breach of an obligation of confidentiality to the other party.
10.2 To the extent that, in the course of carrying out the Consultancy Services, the Expert processes any personal data in respect of which Nutrable is the controller (“Nutrable Personal Data”), the Expert shall comply with its obligations under Data Protection Law. For details on how Nutrable processes Nutrable Personal Data as a controller, see Nutrable’s Privacy Policy, available here, as amended from time to time.
10.3 Nutrable may process personal data concerning End Users on behalf of an Expert as a processor (as those terms are defined under Data Protection Law), including details the End User provides in their health profile, Expert recommendations and notes (“Expert Personal Data”). To the extent Nutrable processes Expert Personal Data as a processor, Nutrable shall: only process in accordance with the Expert’s instructions; ensure all authorised persons and subprocessors have committed themselves to confidentiality; implement appropriate technical and organisational measures to secure Expert Personal Data; make available to the Expert all information necessary to demonstrate compliance with Data Protection Law; without undue delay, notify the Expert of a personal data breach; provide reasonable assistance as the Expert reasonably requests in connection with its obligations under Articles 32-36 of the GDPR and the Expert’s obligations to respond to data subject’s requests under Chapter III of the GDPR; and, subject to the Expert’s discretion or Applicable Law, return or delete Expert Personal Data on expiry of the Agreement.
11. WARRANTIES
1.1 The Expert hereby warrants to Nutrable that: (a) it has all necessary registrations, qualifications, certifications, licences, permits, consents, or approvals from and by, and has made all necessary notices to all governmental authorities having jurisdiction, to the extent required to perform the Consultancy Services; (b) it is not, has never been, and is not expected to become, precluded by a decision of a regulatory or professional body, or by any act of a competent government authority under Applicable Law, from carrying out the activities required to be carried out in performance of the Consultancy Services; (c) it is not, has never been, and is not expected to become, the subject of any investigation or other relevant proceedings that could (in an adverse outcome), result in any of the events described in paragraph (b) occurring; (d) it is entitled to work in the UK without any additional approvals; (e) the execution, delivery and performance of this Agreement by the Expert and all documents to be delivered by the Expert under this Agreement to the best of the Expert’s knowledge and belief, will not violate any Applicable Law or the rights of any person; and (f) this Agreement has been duly executed and delivered by the Expert and constitutes its legal, valid and binding obligation, enforceable against the Expert in accordance with its terms.
1.2 The Expert shall immediately notify Nutrable if any of the warranties in Clause 11.1 becomes untrue or if there is any change in the Expert’s circumstances, including any expiration, revocation, change or otherwise to the Expert’s professional qualifications or certification, or if the Expert becomes subject to any investigation by any industry or regulatory body or any legal proceedings or any nature in the Expert’s professional capacity.
12. GENERAL
1.1 Each party agrees to receive electronically all communications and notices that the other party provides in connection with this Agreement, including via email, or by posting notices or communicating via the Site or the Nutrable Platform.
1.2 The Expert may not, except with the prior written consent of Nutrable, assign any of its rights under this Agreement; or transfer or subcontract any or all of its obligations under this Agreement. Any purported assignment or transfer in contravention of this Clause 12.2 will be ineffective. The Expert will be an independent contractor and nothing in this Agreement shall render the Expert an employee, worker, agent or partner of Nutrable and the Expert shall not hold itself out as such. Neither party will have any authority to make any commitments on the other party’s behalf.
1.3 Nothing in these Consultancy Service Terms and Conditions confers any right on any person (other than the parties) pursuant to the Contracts (Rights of Third Parties) Act 1999.
1.4 Each party warrants and undertakes that it has not done, and in performing its obligations under these Consultancy Service Terms and Conditions, shall not do, any act or thing that contravenes Applicable Law, codes and sanctions relating to the prevention, prohibition or outlawing of bribery, money laundering, or similar and illegal activities, and shall immediately inform the other in writing on becoming aware of, or suspecting, any failure to comply with this Clause 12.4. The Expert shall comply with any of Nutrable’s anti-bribery policies made available to the Expert from time to time.
1.5 This Agreement (including these Consultancy Service Terms and Conditions) contains the entire agreement between the parties with respect to its subject matter and will inure to the benefit of, and will be binding on, the parties and their respective successors and assigns.
1.6 The Agreement (including these Consultancy Service Terms and Conditions) and any Dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, will be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement.
1.7 This Agreement may be executed in any number of counterparts, each of which will constitute an original, and all the counterparts will together constitute one and the same agreement.
1.8 Each party must at its own cost execute any additional documents and do or procure that any other acts or things are done from time to time to give full effect to this Agreement and secure to the other party the full benefit of the rights, powers, privileges and remedies conferred upon the other party in this Agreement.
1.9 If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired. If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the period of the obligation reduced in time, or the range of activities or area covered reduced in scope the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
12.10 Any omission to exercise, or delay in exercising, any right or remedy under this Agreement will not constitute a waiver of that, or any other, right or remedy. The waiver by any party to this Agreement of its rights or remedies arising under this Agreement or by law will not constitute a continuing waiver of that right or remedy or a waiver of any right or remedy.
13. DEFINITIONS AND INTERPRETATIONS
13.1 In these Consultancy Service Terms and Conditions, unless the context otherwise requires:
“Agreement” has the meaning given to it in Clause 1.3;
“Applicable Law” means any law, statute or enactment and any licence, rule, regulation, code of practice, or ethical guidelines or other requirements of regulatory authorities, professional organisations or self-governing bodies, as amended from time to time, in each case as applicable to a party or the Consultancy Services, including the Data Protection Law;
“Appointment” has the meaning given to it in the Background section to these Consultancy Service Terms and Conditions;
“Appointment Terms” means the Appointment Terms that form part of this Agreement, available here.
“Background IP” means, in respect of a party: (a) all Intellectual Property Rights of that party and its Affiliates in existence prior to the Commencement Date and includes, in the case of Nutrable, the Nutrable IP; and (b) all Intellectual Property Rights created and/or developed by that party or its Affiliates following the Commencement Date to the extent that such Intellectual Property Rights were created or developed outside the scope of the performance of the Consultancy Services, but in the case of the Expert, excludes any such Intellectual Property Rights to the extent that they are Content or Nutrable IP;
“Business Day” means a day (other than a Saturday or Sunday) when banks generally are open for the transaction of normal banking business in London;
“Commencement Date” means the Nutrable accepts the Expert’s Registration Request in accordance with Clause 1.3
“Confidential Information” means: (a) any information relating to any actual or prospective business strategies of Nutrable; (b) details of Nutrable’s End Users, connections and contacts; (c) the Nutrable IP; (d) all unpublished information relating to the Nutrable IP and/or to the creation, production or supply of any products or services of Nutrable; (e) any information in respect of which the Nutrable Group owes an obligation of confidence to a third party; and (f) any other information which in the circumstances in which it is disclosed would reasonably be regarded as being confidential or as having been disclosed in circumstances importing an obligation of confidentiality;
“Consultancy Services” has the meaning given to it in Clause 1.1;
“Content” has the meaning given to it in Clause 9.2;
“Data Protection Law” shall mean all applicable laws and regulations applicable to privacy and data protection, including (i) Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"); (ii) the GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018; (iii) any applicable legislation in force from time to time in the United Kingdom which implements or is related to the European Community’s Directive 2002/58/EC (including but not limited to the Privacy and Electronic Communications (EC Directive) Regulations 2003); (iv) any other legislation in force from time to time in the United Kingdom relating to the privacy or the processing of personal data (including but not limited to the UK Data Protection Act 2018);
“Dispute” means a dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement (including any question regarding its existence, validity, or termination) or otherwise in relation to the Consultancy Services;
“End User” has the meaning given to it in Background section of these Consultancy Service Terms and Conditions;
“Fees” has the meaning given to it in Clause 6.1;
“Good Industry Practice” means the exercise of the degree of skill, care, prudence, diligence, competence and foresight that would ordinarily be expected of an experienced professional with the qualifications, experience and credentials the Expert purports to possess, in accordance with good industry practice and the equivalent standard for performing services of a similar type to the Consultancy Services;
“Intellectual Property Rights” means any current and/or future intellectual property rights (whether registered or not) including any copyrights, trade marks, trade names, domain names, rights in logos and get-up, inventions, trade secrets and technical expertise, information, data, inventions, knowledge, experience and know-how, registered and unregistered design rights, patents, utility models, semi-conductor topographies, all rights of whatever nature in computer software and data and rights in databases and all applications for registration, renewals and/or extensions in relation to any of the above and all intangible rights and privileges of a nature similar, analogous or allied to any of the above in any part of the world;
“Site” has the meaning given to it in the Background section of these Consultancy Service Terms and Conditions.
“Term” means the term of these Consultancy Service Terms and Conditions, as described in Clause 4.1;
“VAT” means any value added tax chargeable by virtue of any enactment in a country introduced by reason of the sixth council directive 77/388/EC, VAT directive 2006/112/EC or its predecessors or similar subsequent legislation or any similar tax applicable in any other jurisdictions;
“Nutrable Data” means any data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of those), embodied in any medium, that are supplied or made available to the Expert by or on behalf of the Nutrable, or which the Expert is required to generate, process, store or transmit pursuant to these Consultancy Service Terms and Conditions or in the course of carrying out the Consultancy Services;
“Nutrable Database” means the compilation of any data (including Nutrable Data) and data relating to End Users supplied to the Expert by, or on behalf of, the Nutrable or generated by the Expert from any such data;
“Nutrable Group” means Nutrable and each Affiliate of Nutrable, and “Nutrable Group Company” means any member of the Nutrable Group;
“Nutrable IP” means all Intellectual Property Rights in: (a) Nutrable’s documentation, processes and procedures; (b) the Nutrable Data; (d) the Nutrable Database; (e) the Nutrable Platform; and (f) all documents, data and other materials supplied by Nutrable to the Expert, including, any such documents, data and other materials incorporating or referring to Confidential Information, and any modifications, enhancements, improvements, or derivates to or of any of the foregoing; and
“Nutrable Platform” has the meaning given to it in the Background section of these Consultancy Service Terms and Conditions.
13.2 The Clause and paragraph headings and the table of contents used in these Consultancy Service Terms and Conditions are inserted for ease of reference only and will not affect construction. References to “Clauses” and “Schedules” are references to the Clauses of and schedules to these Consultancy Service Terms and Conditions.
13.3 References to times of the day are to that time in London, England and references to a day are to a period of 24 hours running from midnight. References to persons will include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.
13.4 References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) will not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things and all definitions in Clause 2.1 will apply, where the context requires, to cognate forms and plural and singular forms, and any other forms.
13.5 References to statutory provisions, enactments, EC Directives or EC Regulations include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, enactment, EC Directive or EC Regulation (whether before or after the date of these Consultancy Service Terms and Conditions), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, enactment, EC Directive or EC Regulation.