Service Agreement

EXPEDITE BUSINESS DEVELOPMENT CONSULTING LTD SERVICE AGREEMENT

 

TERMS AND CONDITIONS

 

• Interpretation

 

• In these Conditions the following definitions apply:

 

 

 

 

App/Ecosystem	means the Working Futures Ecosystem  relating to the Services to be used in accordance with the terms of this Contract;
Benefits	means the Expedite Business Development Consulting Ltd membership benefits offered to the Subscriber from time to time as stated on the Website on the Effective Date or at any Renewal Date;
Business Day	means a day other than Saturday, Sunday and public holidays when banks generally are open for non-automated business in London;
Conditions	means the terms and conditions set out in this document as varied from time to time;
Confidential Information	means any commercial, financial or technical information, plans, databases, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Content	means the materials made available to Users as part of the Services including, without limitation any custom research that may be commissioned by the Subscriber;
Contract	means the contract by which Expedite Business Development Consulting Ltd agrees to provide the Benefits to the Subscriber

 

	comprising the Contract Summary and these Conditions including all Schedules thereto;
Delegate	means the individual(s) selected by the Subscriber to utilise the Benefits;
Digital Products	mean the Website and/or the Portal;
Effective Date   End Date	means the date the subscriber signed up for the service: in this case at 19th of March 2025.   means the date upon which this contract terminates;
Expedite Business Development Consulting Ltd	means Expedite Business Development Consulting Ltd (Company No 08148028) whose registered office at First Floor, St Johns House, 16 Church Street, Bromsgrove, Worcestershire, United Kingdom, B61 8DN.
Intellectual Property Rights	means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:   (a)    whether registered or not;   (b)    including any applications to protect or register such rights;   (c)    including all renewals and extensions of such rights or applications;   (d)    whether vested, contingent or future;   (e)    to which the Expedite Business Development Consulting Ltd is or may be entitled; and (f)   in whichever part of the world existing;
Membership Term	means the period of 12 months from the Commencement Date of 19th of March 2025;
Portal	means that section of the Website, Ecosystem, App or other formats devoted to Expedite Business Development Consulting Ltd Subscribers;

 

Renewal Date	means each anniversary of the Effective Date
Research	means making diligent enquiry matters, sourcing and obtaining relevant documents;
Services	means the services to be provided by Expedite Business Development Consulting Ltd to the Subscriber, details of which are set out in the schedule to these Conditions;
Subscriber	means the company, partnership, individual or other legal entity subscribing for the Benefits;
Subscriber's Group	means the Subscriber and any undertaking which is the ultimate parent undertaking of the Subscriber and any direct or indirect subsidiary undertaking of such parent undertaking and “parent undertaking” and “subsidiary undertaking” shall have the meanings ascribed to them in section 1162 of the Companies Act 2006;
Subscription	means the company, partnership, individual or other legal entity subscribing for the Benefits;
Subscriber's Group	means the Subscriber and any undertaking which is the ultimate parent undertaking of the Subscriber and any direct or indirect subsidiary undertaking of such parent undertaking and “parent undertaking” and “subsidiary undertaking” shall have the meanings ascribed to them in section 1162 of the Companies Act 2006;
Subscription	means the payment for the 12 month Services as follows:   ·       Paid monthly license - £1000.00 plus VAT per month; or ·       Paid Annual license - £9995.00 plus VAT,   as updated by Expedite Business Development Consulting Ltd from time to time, or as otherwise agreed between the parties;
User	means the individual nominated to use the Benefits;

 

Website

means the website with the url: www.workingfutures.co

 

 

• Unless the context otherwise requires:

 

• each gender includes the others;

 

• the singular includes the plural and vice versa;

 

• references to the Contract include the Conditions;

 

• words commencing with a capital letter not otherwise defined in these conditions shall have the meaning attributed to them on the relevant Website pages;
• references to persons include individuals, unincorporated bodies, government entities, corporations and other entities;
• clause headings do not affect their interpretation;

 

• general words are not limited by example; and

 

• references to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

 

 

2   Application of these terms and conditions

 

• These terms and conditions apply to and form part of the Contract between Expedite Business Development Consulting Ltd and the They supersede any previously issued terms and conditions of purchase or supply.

 

• No terms or conditions, warranties or assurances written or oral will form part of the Contract except to the extent that the Subscriber and Expedite Business Development Consulting Ltd otherwise agree in writing save to the extent permitted under paragraph 2.3.
• These Conditions and/or the Contract may be varied by not less than 30 days’ notice given by Expedite Business Development Consulting Ltd to the Subscriber provided that should any such changes severely disadvantage the Subscriber they shall not take effect until the end of the current Membership Term;

 

• In the event of any inconsistency or conflict between the Benefits and these Conditions the latter shall prevail.

 

 

3   Access to and use of benefits

 

• Expedite Business Development Consulting Ltd grants the Subscriber and its Users during the Membership Term a non-exclusive, non-transferable, revocable licence to use the Ecosystem and the Content strictly in accordance with the terms of this

 

• The Subscriber acknowledges and agrees that its access to and use of the App/Ecosystem and the access and use of the Benefits shall be governed by the terms of this

 

• The Subscriber shall ensure that they comply with these Conditions and acknowledges that any breach of these Conditions by the Subscriber of this Contract may result in Expedite Business Development Consulting Ltd exercising its remedies under this Contract, including (without limitation) suspension of the Services.
• Where a Subscriber is permitted to use certain Content in accordance with this Contract, the Subscriber shall:

 

• use such Content strictly in accordance with the Services and all terms of use as directed by Expedite Business Development Consulting Ltd from time to time;

 

• not capture any data (or seek to capture any data) from any person that accesses or wishes to access such Content;
• not offer the Content as part of its own products or services, or otherwise commercially exploit the Content;
• not send the Content to any third party;

 

• not use Content that has been sponsored or commissioned by anyone other than the Subscriber without the prior written consent of Expedite Business Development Consulting Ltd;

 

• give due and proper acknowledgement to Expedite Business Development Consulting Ltd when quoting from or citing any Content;

 

• use Content solely for the Subscriber’s internal purposes (in no circumstance is the Content to be relied upon by the third party); and
• not use Content in connection with any legal actions including, but not limited to, U.S. Securities and Exchange Commission filings, Financial Conduct Authority filings or any other company filings.

 

 

4   Free Trial

 

• If the Subscriber has been given access to the App/Ecosystem as part of a free trial, the Subscriber must notify Expedite Business Development Consulting Ltd of any cancellation, in writing, on or before the last day the free trial expires (“Cancellation”).

 

• Should the Subscriber fail to notify Expedite Business Development Consulting Ltd of a Cancellation in accordance with clause 4.1 above, the Subscriber shall:

 

• be deemed to have accepted the Services;

 

• automatically be signed up to the Services; and

 

• be liable to pay the relevant

 

• These Conditions shall apply to all free trials and all

 

 

5   Subscription

 

• The price for the Benefits is as shown on the Website:

 

• initially as at the Effective Date; and

 

• on any renewal as at 3 months prior to the relative Renewal Date

 

• The Subscription is for a single Unless specified

 

• The Contract shall commence on the Effective Unless terminated earlier in accordance with clause 12 (“Termination”) or this clause 5, this Contract shall continue for the Membership Term and shall automatically extend for a period of 12 months (“Extended Term”) at the end of the Membership Term and at the end of each Extended Term. Either party may give written notice to the other party, no later than 3 months before the end of the Membership Term or the relevant Extended

Term, to terminate this Contract at the end of the Membership Term or the relevant Extended Term, as the case may be.

 

 

 

6   Payment

 

• Expedite Business Development Consulting Ltd will invoice the Subscriber for the Subscription and such invoice will be paid in full without any set-off, counterclaim, deduction or withholding by the Subscriber within 10 days of the date of the invoice (unless otherwise agreed by both parties by way of written agreement or otherwise agreed) by means of cheque or banker’s draft (drawn on a London clearing bank), by credit card (Visa, MasterCard) or by Direct Bank Transfer to Expedite Business Development Consulting Ltd’s bank as notified on the invoice.
• Where sums due under the Contract are not paid in full by the due date, without limiting Expedite Business Development Consulting Ltd’s remedies under clause 12, the Subscriber will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.2 will accrue each day at 4% a year above National Westminster Bank plc base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• Expedite Business Development Consulting Ltd reserves the right to suspend the Services in the event where sums due under the Contract are not paid in full by the due date.

 

• VAT will be charged by Expedite Business Development Consulting Ltd in respect of all Subscriptions, fees, costs and penalties and paid by the Subscriber at the then applicable rate.

 

 

7   Intellectual Property

 

• Each party shall own all Intellectual Property Rights in any materials produced or developed by it prior to entering into this Contract.
• All Intellectual Property Rights in any drawings, specifications, instructions, plans, software, designs, data, databases or otherwise furnished or made available to the Subscriber by Expedite Business Development Consulting Ltd in connection with the Services shall remain the property of Expedite Business Development Consulting Ltd.
• All content and other materials provided by or on behalf of Expedite Business Development Consulting Ltd contains Intellectual Property Rights of Expedite Business Development Consulting Ltd and/or other third parties and the Subscriber shall not and shall not allow any other person including the Delegate to copy, modify, adapt or otherwise use such content and materials for any purpose without Expedite Business Development Consulting Ltd (or the relevant third party's) express prior written consent.
• The Subscriber shall promptly notify Expedite Business Development Consulting Ltd in writing of any claim or demand brought against the Subscriber for infringement or alleged infringement of any Intellectual Property Rights in materials supplied or licensed by Expedite Business Development Consulting Ltd.
• The Subscriber shall indemnify Expedite Business Development Consulting Ltd against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Expedite Business Development Consulting Ltd arising out of or in connection with the Subscriber’s exercise of its rights granted under this Contract, including any claim made against the Subscriber for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection therewith.

 

 

8   Expedite Business Development Consulting Ltd Rights in relation to the Benefits

 

• Expedite Business Development Consulting Ltd reserves the right to change: -

 

• The style and content of the Website from time to

 

• Expedite Business Development Consulting Ltd reserves the right at its sole discretion and without giving any reason, to terminate the In such event, Expedite Business Development Consulting Ltd shall promptly refund to the Subscriber the pro-rata proportion of the Subscription referable to the period between the date of rescission and the end of the Membership Term.

 

 

 

9   Data Protection Act

• Expedite Business Development Consulting Ltd takes the protection of the Subscriber’s data seriously. The personal data provided by the Subscriber will be kept confidential and used for the purpose of the Contract. Data is collected in accordance with the GDPR and DPA The information provided by either the Subscriber or the Delegate will be held on Expedite Business Development Consulting Ltd’s database and occasionally your details may be made available to Expedite Business Development Consulting Ltd’s external partners. If you do not wish to your details to be made available to these carefully chosen companies, please contact the Database Manager: info@workingfutures.co. For further information, please refer to Expedite Business Development Consulting Ltd’s privacy policy available online at www.workingfutures.co

 

 

10    Confidentiality and announcements

 

• Expedite Business Development Consulting Ltd shall keep confidential all Confidential Information of the Subscriber and will only use the Subscriber's Confidential Information as required to perform the The provisions of this clause will not apply to:

 

• any information which was in the public domain at the date of the Contract;

 

• any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

 

• any information which is independently developed by Expedite Business Development Consulting Ltd without using information supplied by the Subscriber; or
• any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

• This clause will remain in force for a period of one year after the End Date of the Contract.

 

• Expedite Business Development Consulting Ltd shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

 

 

 

11    Limitation of Liability

• Nothing in the Contract limits any liability which cannot legally be limited including, but not limited to, liability for:

 

• death or personal injury caused by negligence;

 

• fraud or fraudulent misrepresentation; and

 

• breach of the terms implied by section 2 of the Supply of Goods and Services Act1982 (title and quiet possession).

• Subject to clause 1 above, Expedite Business Development Consulting Ltd’s total liability to the Subscriber in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

 

• In clause 2 above:

 

• cap. The cap is two hundred per cent (200%) of the total charges in the contract year in which the breaches occurred.

 

• contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it; and

 

• total charges. The total charges means all sums paid by the Subscriber and all sums payable under the Contract in respect of the Services actually supplied by Expedite Business Development Consulting Ltd, whether or not invoiced to the

 

• Subject to clause 1 above, the following types of loss of wholly excluded by the parties:

 

• loss of profits;

 

• loss of sales or business;

 

• loss of agreements or contracts;

 

• loss of anticipated savings;

 

• loss of use or corruption of software, data or information;

 

• loss of or damage to goodwill; and

 

• indirect or consequential

 

 

12    Termination

 

• The Contract may be terminated on each anniversary of the Commencement Date (“Termination Date”) by the Subscriber giving no less than 3 months' prior written notice of termination to Expedite Business Development Consulting Ltd, such notice to expire on the Termination Date.

• The Contract may be terminated, or its performance suspended forthwith at any time by either party on written notice to the other party if:

 

• The other party becomes bankrupt;

 

• The other party suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;

 

• The other party (a) negotiates with its creditors for rescheduling of its debts,

(b) makes a proposal to or compounds with its creditors in respect of its debts or (c) makes an application to court for protection from its creditors generally;

• The other party passes a resolution for winding-up or for the appointment of an administrator, or a step is taken to appoint a liquidator or administrator in relation to the other party or a step is taken to obtain a winding-up order in relation to the other party;

 

• a step is taken to appoint a receiver or administrative receiver in relation to the other party or any of its assets;

 

• any creditor of the other party attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the other party’s assets, and such attachment or process is not discharged within 14 days;
• The other party takes or suffers any action similar to any of the above in any jurisdiction;

 

• The other party suspends trading, ceases to carry on business, or threatens to do either; or

 

• On termination of the Contract for any reason:
  • the accrued rights and liabilities of the parties will not be affected; and
  • any clause which expressly or by implication is to survive termination will do

 

13    General

 

• No set-off

 

All payments by the Subscriber will be made without abatement, set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless it is compelled by law to deduct or withhold any such amounts, in which case it will pay to the Subscriber such additional amount as will ensure that the Subscriber is paid the full amount it would have received but for such deduction or withholding.

13.2    Relationship

 

The parties are independent businesses and, in relation to each other, not principal and agent, partners, or employer and employee. It is a condition of the Contract that the Expedite Business Development Consulting Ltd enters into the Contract as principal and not as agent for any person.

 

13.3    Severability

 

If any provision in the Contract is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Contract and the remaining provisions of the Contract will otherwise remain in full force.

 

13.4    Notices

 

Notices under a Contract will be in writing and sent i) in the case of the Subscriber to their last known address and ii) in the case of Expedite Business Development Consulting Ltd to their contact address as shown on the Website. They may be given, and will be deemed received:

 

• by recorded delivery: upon receipt of a signature;

 

• by courier: upon receipt of a signature;

 

• by hand: on delivery; and
• by e-mail: on receipt of a delivery or read receipt mail from the correct

 

13.5    Waiver

 

No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

13.6    Cumulative remedies

 

The rights and remedies provided in the Contract for either party are cumulative and not exclusive of any rights and remedies provided by law.

13.7    Rights of third parties

 

This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13.8    Priority

 

The terms of these Conditions prevail over those of the Website except to the extent that a provision to be overridden is specifically identified and the intention for the Contract to amend the provision is clearly expressed.

 

13.9    Entire agreement

 

The parties agree that this agreement constitutes the entire agreement between them in respect of its subject matter. Each party acknowledges that it has not entered into this agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this agreement.

 

13.10    Succession

 

The Contract will bind and benefit each party's permitted assigns, successors and personal representatives.

13.11   Governing law and jurisdiction

 

The Contract will be governed by the law of England and Wales and the parties agree that disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.