1. Definitions

• “Londtone Ltd. ” or “Consultant”: Refers to Londtone Ltd., the provider of the services detailed in the Fee Proposal.
• “Client”: The individual or organisation engaging Londtone Ltd. for services.
• “Services”: The work outlined in the Fee Proposal and any agreed variations.
• “Fee Proposal”: The document specifying the scope of services, fees, and other relevant terms.
• “Agreement”: The contract formed by the Client’s acceptance of the Fee Proposal and these Terms and Conditions.

2. Consultant’s Obligations

•  Londtone Ltd. will perform the Services with due care, skill, and professionalism. However, no guarantee is made regarding the specific outcome or results of the Services.
• Services will be carried out in accordance with the agreed Fee Proposal and any subsequent written amendments and / or change requests.
• Londtone Ltd. is not liable for delays or non-performance due to circumstances beyond its reasonable control.

3. Client’s Obligations

• The Client shall provide timely access, relevant information, and necessary approvals for Londtone Ltd. to carry out the Services.
• The Client warrants that it holds all required permissions or rights for Londtone Ltd. to perform the Services.

4. Fees and Payment

• All fees are outlined in the Fee Proposal and exclude VAT unless otherwise specified.
• 50% of the agreed fees must be paid upfront before the commencement of any work, unless otherwise agreed in writing as part of a milestone payment schedule.
• The remaining 50% is due within 7 days of the completion of the work. Reports will only be submitted once the final payment has been received in full.
• Late payments will incur interest at a rate of 4% above the Bank of England base rate.

5. Variations to Services

• Any Client-requested changes to the Services will be subject to a revised Fee Proposal.
• Londtone Ltd. is not obligated to proceed with variations until the revised Fee Proposal is accepted in writing. 

6. Intellectual Property

• Londtone Ltd. retains ownership of all intellectual property created during the provision of the Services.
• The Client is granted a non-transferable license to use deliverables solely for the agreed purpose.

7. Confidentiality

• Both parties agree to maintain the confidentiality of any proprietary information shared during the engagement.

8. Use of Work and Data for Research and Display Purposes

• If agreed upon with the client, the work and any data collected during the course of the project may be used for research purposes and may be displayed on the website as part of completed works. This includes the right to share the project’s results in research publications or promotional materials, with appropriate confidentiality and attribution provided as agreed.

9. Termination

• Either party may terminate the Agreement by giving 7 days’ written notice.
• Upon termination, the Client will pay for Services rendered up to the termination date and any additional costs incurred due to the termination.

10. Liability and Insurance

• The Consultant’s liability to the Client under this Agreement is subject to the following:
  1. The Consultant shall not be held responsible for any loss of income, profits (actual or anticipated), business opportunities, contracts, savings, goodwill, reputation, or data, nor for any indirect or consequential damages, regardless of how they arise or whether they were foreseeable.
  2. No liability will arise from the Client’s use of materials be them any existing made prior to the Agreement or newly created during the contracted period, deliverables, or services provided under this Agreement for purposes other than those for which they were intended.
  3. The Consultant will not be liable for any delays or failures caused by the Client, its employees, agents, or contractors, including situations where the Client fails to meet its obligations under this Agreement.
  4. Liability related to Asbestos Matters is specifically excluded.

• This Agreement represents the complete and exclusive statement of the Consultant’s obligations and liabilities. Any implied terms, warranties, or conditions, whether arising by law, custom, or otherwise, are expressly excluded unless explicitly included in this Agreement.

• The total liability of the Consultant under this Agreement, whether for breach of contract, negligence, statutory duty, or otherwise, shall not exceed the total fees paid or payable under this Agreement.

• The Consultant’s liability will be further limited to a fair and reasonable amount, considering the extent of the Consultant’s responsibility for the Client’s loss or damage. This is based on the assumption that the Client and any third party contributing to the loss or damage are not covered by joint insurance or co-insurance arrangements.

• The Consultant commits to maintaining appropriate insurance coverage for liabilities arising in connection with its services under this Agreement, subject to the availability of such coverage on commercially reasonable terms.

• Nothing in this Agreement limits or excludes the Consultant’s liability for:
  1. Fraud;
  2. Death or personal injury caused by negligence;
  3. Any terms regarding title implied by law, such as those under section 12 of the sale of goods act 1979 or section 2 of the supply of goods and services act 1982; or
  4. Any other liability that cannot be excluded or limited by applicable law. 

11. Force Majeure

• Londtone Ltd.  shall not be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or other unforeseen circumstances.

12. Dispute Resolution

• Disputes shall first be resolved through good-faith negotiation.
• If unresolved, disputes may be referred to mediation or adjudication in accordance with English law.

13. General Provisions

• These Terms and Conditions, together with the Fee Proposal, constitute the entire Agreement.
• Any amendments must be agreed in writing by both parties.
• The Agreement is governed by English law, and both parties submit to the exclusive jurisdiction of the English courts.

info@londtone.com

Version 1.0 Final

Date: 19.02.2025

Londtone Ltd.

Company Number: 16077768

Address: 565 Green Lanes, London, N8 0RL