Terms and Conditions

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These Terms and Conditions apply to and are incorporated into the LoE entered into between Hello Tomorrow Communications Ltd trading as Hello Tomorrow, incorporated and registered in England and Wales (company number 16133861) with its registered office at Lakeview House, 4 Woodbrook Crescent, Billericay, Essex CM12 0EQ (Hello Tomorrow), and the Client set out in the LoE.

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Term

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The LoE is entered into as of the date of last signature of the parties to the LoE and the provisions of the LoE commence on the Start Date set out herein and (unless terminated earlier in accordance with these Terms and Conditions) remain in force until the End Date or such other timeframe agreed between the parties in writing.

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Services

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Hello Tomorrow is appointed to provide the scope of services described in the LoE (the Services).
The Services are advisory in nature. Hello Tomorrow will exercise reasonable skill and care in providing the Services but does not warrant or guarantee outcomes, results, media coverage, reputational impact or commercial effect and all conditions, warranties, representations or other terms that might otherwise be implied into the LoE by statute, common law or otherwise are excluded from the LoE to the fullest extent permitted by applicable law. The Client acknowledges that communications outcomes depend on third-party and external factors beyond Hello Tomorrow’s control.
Any change to the Services including the Deliverables set out in the LoE or timing must be agreed in writing and may result in revised fees or milestones.
Hello Tomorrow may deliver the Services through appropriately qualified employees, sub-contractors or freelancers as it considers appropriate and remains responsible for oversight and quality.
The Services do not constitute legal, regulatory, financial or investment advice. The Client remains responsible for its decisions and actions taken in reliance on the Services and should take its own professional advice where appropriate.
Hello Tomorrow shall provide the Services with reasonable skill and care. To the fullest extent permitted by applicable law, all other implied terms, conditions and warranties are excluded from the LoE and these Terms and Conditions.

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Fees and Payment

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Fees, costs and payment terms are set out the LoE and shall be paid by Client to Hello Tomorrow in accordance with the LoE.
All charges are expressed as exclusive of VAT and any other applicable taxes which shall be charged in addition where applicable on the same payment terms.
Client shall pay all invoices within 30 days of invoice date unless otherwise agreed in writing.
Third-party costs may be invoiced by Hello Tomorrow in advance where required. Where substantial commitments are needed, Hello Tomorrow may require the Client to place funds on account. In such cases, Client shall pay all pre-agreed third party costs within the timeframe set out in the invoice or request for payment.
Where delays or additional work arise due to changes in brief, delayed payment, late inputs or matters outside Hello Tomorrow’s control, fees and milestones may be revised.
Hello Tomorrow reserves the right, on written notice, to suspend performance of the Services where any undisputed invoice remains unpaid, without liability for any resulting delay.
Interest may be charged by Hello Tomorrow on overdue amounts at 2% above the Bank of England base rate.
All payments shall be made by Client to Hello Tomorrow’s Bank Details set out in the LoE.

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Intellectual Property

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Intellectual Property Rights means patents, utility models, 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 and trade dress, 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 which subsist or will subsist now or in the future in any part of the world.
Subject to and on receipt of full payment of all fees and costs pursuant to the LoE, Hello Tomorrow assigns to the Client all Intellectual Property Rights in final Deliverables created specifically for the Client under the agreed scope.
Hello Tomorrow retains ownership of all Intellectual Property Rights in its methodologies, frameworks, tools, know-how, its own pre-existing materials, and any draft, internal working materials, unused, rejected or unpublished materials or work.
Client grants to Hello Tomorrow a licence to use all of its materials as provided to Hello Tomorrow as is necessary or desirable for Hello Tomorrow in performing the Services.
Where Deliverables or any materials provided to Client include third-party materials or Intellectual Property Rights, the Client’s use of such Deliverables and materials is subject to any third-party licence terms and restrictions notified by Hello Tomorrow to the Client.
Hello Tomorrow may reference the engagement and use non-confidential examples of the work (following first publication where applicable) for credentials and marketing purposes unless agreed otherwise in writing between the parties.
Unless expressly agreed, the Client may only use the Deliverables in accordance with the Use of Deliverables section in the LoE.

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Use of Digital and AI Tools

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Hello Tomorrow may use digital and AI-enabled tools to support research, analysis and delivery of the Services provided such tools are used in private mode (i.e. for the private use of Hello Tomorrow and information inputted into such tools remains within the tool and is not shared externally).
Client confidential information and personal data will be processed only in controlled environments [and will not be used to train public AI models except where such models are used in a private mode where the training only feeds into Hello Tomorrow’s private use of the tool].
Hello Tomorrow shall subject all AI outputs to human oversight and professional judgement.
Notwithstanding clause 6.3, the Client remains responsible for final approval and use of Deliverables.
To the fullest extent permitted by applicable law, Hello Tomorrow gives no warranty as to the originality, accuracy or completeness of AI-assisted outputs beyond its obligation to exercise reasonable skill and care and provided the use of digital AI-enabled tools is otherwise in accordance with the terms of the LoE.

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Confidentiality

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Each party shall keep confidential all confidential information and non-public information received in connection with the Services, save where disclosure is required by applicable law and shall only use any confidential information received from the other in connection with its performance of the Services or obligations under the LoE, except that each party may disclose such information to:
1. its professional advisors; and
2. its officers, employees and contractors such information as is necessary or desirable for the purposes of exercising its rights or carrying out its obligations under the LoE provided such persons are bound by obligations of confidentiality.
These obligations shall continue for a period of 2 years following termination of the LoE except for trade secrets which remain protected while they remain trade secrets.

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Termination

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Either party may terminate the LoE on [30] days’ written notice to the other party.
Either party may terminate the LoE immediately in the event that the other party:
1. commits a material breach of the LoE and (if such breach is remediable) not remedied such breach within 14 days following notice of breach;
2. goes into liquidation whether compulsory or voluntary or if an administrator or receiver is appointed over the whole or any part of that party’s assets;
3. suspends or ceases, or threatens to suspend or cease, carrying on business.
On termination, the Client shall pay for Services performed and committed costs incurred up to the effective termination date, together with the Fees and committed costs that would have been payable during the applicable notice period
Termination pursuant to the LoE shall not affect any other right or remedy available to the terminating party nor any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the LoE which existed at or before the date of termination.

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Liability

Notwithstanding any other term of the LoE, nothing in the LoE limits liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. otherwise any liability that cannot be limited or excluded by applicable law.
Subject to clause 9.1, neither party shall be liable for indirect or consequential loss, including loss of profit, revenue, reputation or opportunity.
For the purposes of this clause 9.3 Contract Year means each 12 month period of the LoE, the first commencing on the Start Date of the loE and each subsequent Contract Year commencing on each anniversary of the Start Date. Subject to clause 9.1 and 9.2, Hello Tomorrow’s total aggregate liability arising in connection with the LoE in respect of each Contract Year shall not exceed the fees paid or payable by the Client under the LoE in the previous Contract Year (except that in respect of the first Contract Year it shall be limited to fees paid or payable in the first Contract Year).
The Client accepts full responsibility for materials it provides and/or approves for publication or distribution. The Client is responsible for the accuracy, legality and approval of materials it provides or approves for use and for compliance with all applicable laws in respect of such materials.

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Data protection

Each party will comply with all applicable laws relating to personal data and its protection.
Hello Tomorrow’s privacy policy.

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General

The LoE constitute the entire agreement relating to the Services; and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
No variation of the LoE shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any provision or part-provision of the LoE is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the LoE.
Including and includes (and any similar wording) shall be construed without limitation.
The LoE do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the LoE.
Notices in respect of the LoE shall be sent to: sayhi@hellotomorrow.global in respect of Hello Tomorrow and the Client Contact’s email address listed on the first page of the LoE in respect of the Client.
Neither party shall be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.
Each party warrants that it has authority to enter into the LoE.
Clauses intended or expressed to survive termination shall survive termination of the LoE, including the provisions relating to confidentiality, Intellectual Property Rights, liability and payment obligations.
The Client shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the LoE without the prior written consent of Hello Tomorrow.
The LoE 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.
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 LoE or its subject matter or formation.