Terms and Conditions

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Last updated: 13 November 2023

AGREED TERMS

Your attention is particularly drawn to the "Limitation of liability" provisions below.

About us

Company details. Squared (Bannai Ltd) (company number 13864065) ("we" and "us") is a company registered in England and Wales and our registered office is at 71-75 Shelton Street, Covent Garden WC2H 9JQ. Our main trading address is , . Our VAT number is 405573603. We operate the website .
Contact information. To contact us, telephone our customer service team at or email us at hello@squared.consulting. How to give us formal notice of any matter under the Contract is set out in the terms below.

Our contract with you

Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
Language. These Terms and the Contract are made only in the English language.

Placing an order and its acceptance

Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in the clause below.
Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

Our services

Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
Compliance with specification. Subject to our right to amend the specification in the clause below we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

Your obligations

It is your responsibility to ensure that:

the terms of your order are complete and accurate;
you cooperate with us in all matters relating to the Services;
you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
if appropriate, you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;and
you comply with all applicable laws, including health and safety laws.

If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed above (Your Default):

we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under the terms set out further below(Termination);
we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

Charges

In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause.
The Charges are the prices quoted on our site at the time you submit your order, or, if applicable, may be calculated on a time and materials basis in accordance with our daily fee rates, as displayed on our site at the time you submit your order.
If you wish to change the scope of the Services after we accept your order, and if we agree to such change, we will modify the Charges accordingly.
We take reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clauses below for what happens if we discover an error in the price of the Services you ordered.
Our Charges may change from time to time, but changes will not affect any order you have already placed. We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
Our Charges indicate whether or not the Charges are exclusive or inclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

How to pay

Payment for the Services is in advance. We will take your payment upon acceptance of your order in accordance to the selected service option.
You can pay for the Services using a debit or credit card; BACS direct debit or through our credit partner.
All fees related to transactions will be made clear upon purchase or checkout
If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under these terms, you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 4% a year above the Barclays Bank's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Complaints

If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy, see hello@squared.consulting.

Intellectual property rights

All intellectual property rights in or arising out of or in connection with the Services relating to the Squared methodology, strategy, framework or facilitation materials will be owned by us.
We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order for the purpose of receiving and using the Services and such deliverables in your business, allowing you free-use of all deliverables after the end of the term. You may not sub-license, assign or otherwise transfer the rights granted in this clause.
You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

How we may use your personal information

We will use any personal information you provide to us to:

provide the Services;
process your payment for the Services; and
inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

We will process your personal information in accordance with our privacy policy, see https://squared.consulting/privacy, the terms of which are incorporated into this Contract.

Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £500,000 per claim. We have been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
Nothing in the Contract limits any liability which cannot legally be limited, including 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 Act 1982 (title and quiet possession).

Subject to the clause above, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

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
any indirect or consequential loss.

Subject to the clause further above specifying liability which cannot be legally limited, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 20% of the total Charges paid under the Contract.
We have given commitments as to compliance of the Services with the relevant specification as set out in these terms. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
This clause will survive termination of the Contract.

Confidentiality

We each undertake that we will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by the clause below.
We each may disclose the other's confidential information:

to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

Termination, consequences of termination and survival

Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
you fail to pay any amount due under the Contract on the due date for payment;
you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

Consequences of termination. On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

Events outside our control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

we will contact you as soon as reasonably possible to notify you; and
our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

Communications between us

When we refer to "in writing" in these Terms, this includes email.
Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:

if delivered personally, on signature of a delivery receipt;
if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
if sent by email, at 9.00 am the next working day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

General

Assignment and transfer

We may assign or transfer our rights and obligations under the Contract to another entity but will notify you by posting on this webpage if this happens.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.