Steve Procter


As a tech entrepreneur for 25 years, I have created two multi-million pound businesses from zero.

I now advise and mentor early-stage tech startup founders ··· both directly and on behalf of investors and agencies as an adviser+mentor in residence.

About

Hi, I'm Steve Procter, a veteran tech entrepreneur and now a business adviser and mentor.

Using tech for 39 years

I first touched a computer keyboard in 1982, aged 14. But that didn't happen until after being forced at school to learn to code using just paper and pencil. We posted our programmes to the nearby college, where they were re-keyed onto a mainframe the size of a tennis court, and our results were sent back in the post seven days later, usually marked syntax error at line 40.

Big corp consultancy

Since those early days, I gained a degree in computation from UMIST and have enjoyed a successful career spanning ten years in the 1990s as an IT consultant at Logica, IBM, Reuters, Bankers Trust, Deutsche Bank and several very early digital agencies. I even left it all behind for a short while to become a scuba diving instructor and run my own dive school!

There at the start of the internet,... and mobile

The internet began calling to me in the mid-1990s, and my entrepreneurial talents started to come alive as I taught myself html, php, mysql and other web programming skills.

During the successful startup career that followed, I have envisioned several internet and digital business firsts.

In 1996 I published my first website and the first one ever to be disk-mounted on the cover of a national UK magazine.

I launched a successful dot-com business in 1999 by creating the first under-a-tenner domain name business, inventing the web-based DNS dashboard for domains and building a very early email and web hosting ISP at easily.uk.

I also ran one of the first successful web affiliate schemes, generating 40% of our revenue in 2001.

In the same year, I devised an early no-code solution for hosting simple one-page websites, generating £100k per year from a single £300 server.

I was even an early digital nomad in 2007, running a B2B Saas startup from a beach and the desert.

And I launched one of the first-ever text marketing services in 2001 at sms.expert.

Success, failure, early and late. But never out

Since the late 1990s, I’ve had great tech ventures and startup ideas, awful ones, others that are too early or late and one that failed. I saw success and negotiated a big exit in the dot-com boom days, I have felt the lows of being a bootstrapped solo entrepreneur, and I have seen the investment raising process first-hand.

I have been in CEO and CTO roles and have managed growth from zero to 100,000 business clients and 30+ staff. I have architected and programmed a system with 850k lines of code, project managed development teams, supervised DevOps and supported solutions with over one million daily transactions and API calls.

I am still driven daily by envisioning new digital ideas and tech businesses and have a few exciting side projects bubbling away, including scan.click and clickacall.live.

Giving back to other founders

In 2021, 25 years after my first website, I launched a second career as a business adviser and mentor to founders of early-stage tech startups, passing on a lifetime of experience in IT and business consultancy and my own tech startups.

I get inspired by meeting and working with other founders, sharing and exploring ideas and helping them succeed. And as a true entrepreneur, I get as excited by other people's ideas as I do with my own.

Let's work together

If you are interested in working together, see my startup adviser and mentor page, or request a free 30-minute discovery call using the button below. I will get back to you within 24 hours.

Startup Adviser + Mentor

Supporting early-stage tech startup founders

As an adviser and mentor, I offer my expertise to a small number of early-stage tech startup founders who want daily support and a fresh perspective. I am here to guide founders, whether it's with strategy, product, tech, growth, operations, investment, m&a and exit.

My strengths and focus are in supporting sole-founders or small bootstrapped teams, who may have very few peers to confide in or share day to day or strategic challenges. The service is a fully inclusive monthly retainer.

· add an experienced entrepreneur and startup founder to your team
· growth support and access to more contacts, sales leads and resources
· unique AMA, Ask Me Anything daily support via WhatsApp
· regular one-on-one advisory and mentoring calls (Zoom or phone)
· call preparation time and post-call research, analysis and review
· kick-off deep-dive call, and full business, deck and website review

Add an experienced entrepreneur and startup founder to your team

For 25 years, pretty much since the start of the internet in the UK, I have been in tech startups and had several internet firsts. I have negotiated a big exit and experienced the investment raising process first-hand.

Before my startup days, in the 1990s, I had ten years of experience as an IT and business consultant in large corporations, the City of London and several very early UK digital agencies.

As a startup veteran, I have created two multi-million pound businesses from zero, been a CEO and CTO, overseen accelerated growth, managed large teams and supported high-availability technical solutions.

All startups should have a board of experienced advisers to enhance their reputation, and I am happy to add my name to this and your pitch deck. But not just as a name, I will work tirelessly as a member of your team to push your startup forward and pass on my knowledge and contacts.

Growth support and access to more contacts, sales leads and resources

I have built a following of 12,000 helpful business people on Linkedin plus many investors and other business contacts in my private address book. I also have access to founders of 1,000 newly funded startups every month.

My connections may even include potential clients for your startup, and I can spend time researching new sales opportunities or other helpful contacts and making introductions.

I have a vast list of resources for building, running, funding and exiting startups. If I don't have a contact or helpful resource, my strengths in research, analysis and lateral thinking will ensure I know how to find what you need.

By adding me as an adviser to your business on my Linkedin page, we can take advantage of Linkedin's network effect and extend your reach to my 12,000 contacts.

unique AMA, Ask Me Anything daily support via WhatsApp

I want to be always available (subject to other clients and commitments, weekends and sleep, of course) to support your vision, strategy and plans whenever you need my guidance. So I provide a regular service that allows you to contact me every day by WhatsApp or email to Ask Me Anything.

Please message me at your convenience. I always reply within 24 hours, but it will usually be much faster. If you require deeper thinking or research, I may respond, letting you know I need to mull it over and come back later. Let me know if you need immediate guidance, and I will juggle things to provide a quicker response.

I have been in most startup and business situations and know how crazy it can get. I understand how being at the top of the tree makes it difficult to share your ideas. Having a sounding board on tap can help ease those frantic moments or provide a new perspective when you need someone to confirm your thinking.

I can review your website or decks. Maybe you need leads, introductions, resources or details of articles or webinars relevant to your current challenges. Or I can chat through a decision, discuss strategies, and more.

Regular advisory and mentoring calls plus research, analysis and review

Our regular calls are a fantastic time to delve into your current challenges, catch up and review how things are going. I want to listen, guide you and help avoid common pitfalls. Together we will discover new growth opportunities and instil renewed vigour to help move your startup to the next level.

I can also spend additional time around each call, preparing, researching, reviewing and analysing (and probably a lot more with extra informal thinking and mulling-over time) to support your specific needs at the time. I can use this time for researching contacts or potential leads and making introductions.

Kick-off deep-dive call, and full business, deck and website review

We can start with an initial kick-off call (additional to the weekly calls) to give me a good understanding of you and your business. We can agree on the challenges on which to focus and set out our objectives and parameters for working together. During our first month, I can also spend additional time reviewing your business, plans, roadmap, decks and website and present my thoughts, ideas and any concerns that I identify.

Let's work together

If you are interested in working together, request a free 30-minute discovery call using the button below. I will get back to you within 24 hours. Please also see my FAQ to learn more.

Please note that my standard advisory packages start at £500 per month with no long term tie-in.

Blog + Posts + Articles

Catch me each day on the startup forums

Rather than write my own blog posts here, I prefer to contribute each day to Linkedin plus the top startup, tech and investment forums that support the early-stage founder and investment communities.

Note, some of these groups require you to apply for access. If you know of other relevant communities and forums, let me know so I can add them.

Pop In and Ask Me Anything

I have highlighted * my favourite forums below, including Linkedin. Please pop in, read my previous posts and responses, add your thoughts or questions and feel free to ask me anything. I'll always try to respond and say hi.

By chatting in public threads rather than private messaging, others can benefit from our conversation, and there is a chance you will get support from others too (on Linkedin, I have 12,000 followers that may see your post).

On Linkedin ask your question in a post and then mention me (@stephencharlesprocter) in the first comment. For other forums, mention my name (@steve procter) in the initial post.


My social pages + communities...

Linked * (signup online)

IndieHackers * (ask me for invite)

Medium

r/startups @ discord

LunchClub

Twitter

Reddit r/startups

ProductHunt

Slack communities (tech and dev)...
Tech London * (apply online)

Tech Masters * (apply online)

CTO Craft

London CTOs

Tech Leaders HQ

Rands Leadership

The Lead Developer

Feedback

Adam Evans

Sales Director

“Steve is one of those people who can analyse new requirements and visualise smart new digital ways of doing things way before most others. But not just tech for tech's sake. His solutions are well thought out to benefit all parts of a business, from the customer offering to all operational processes. He knows how to communicate all this new tech to non-techies too!”

Mark Birch

Software Developer

“Steve is probably the most tenacious, diligent, hardworking and knowledgeable person I've ever met. He always sees things through to their conclusion, and will make sure that even the smallest details are considered and catered for. Steve excels at managing others and keeps a high-level perspective”

Martin P.

Founder - ALXI

“I've worked with Steve a number of times over 12 years. He's always extremely diligent, looking to provide the most streamlined technical solution possible, with support that goes above and beyond. He's constantly looking outside the box, thinking about things from all angles and ready to offer clear-headed business analysis & reporting whenever needed”

Alex Shepherd

Support Specialist

“Working with Steve in the early days of Easily.uk and automated domain registration, I found him to be an innovator who likes to keep things simple. It seems to me that a lot of technology companies learnt from him”

Greg Sellam

Sales Director

“I worked with Steve on the migration of SMS Expert to Qadex. Steve was calm, clear, positive and thorough during the very busy period of documenting the system and training the new Directors, Helpdesk, Business Analysts and Offshore technical teams. Steve has the skills and experience to engage with stakeholders at every level”

Tony Peters

Digital Consultant

“Steve is a dedicated entrepreneur with the drive and ambition to move forward and stay ahead of the pack. I enjoyed working with Steve both when his role was project manager and when he was CEO. His attitude is excellent and if the opportunity arose, I would definitely consider working with him again”

Luke Antins

Software Consultant

“Steve has always been a pleasure to work with. Always on the ball, quick to respond and a very nice chap to discuss solutions with over the phone”

Nathan Hudson

Transformation Specialist

“I worked with Steve for over 5 years. Highly diligent with a no nonsense attitude, whilst being highly personable, Steve is a pleasure to work with”

Kevin Peters

Long-term Client

“Superb service from Steve. He built an easy online portal and had a real 'can do' approach to help develop our business. I wouldn't hesitate to recommend Steve and he works in a pro-active manner”

Request a Discovery Call

Always happy to talk

Whether you're a startup founder, investor, digital agency or other potential business partner, or just looking to chat about startups and business, please schedule an introductory call.

So I can be fully prepared for our call, please share details in the booking of what you would like to discuss.

Let me support your startup

If you are a startup founder, I can learn more during our call about you and your business, vision and specific challenges. And we can discuss how I can support you with ongoing startup business advice and mentoring. Following our call, if there is a mutual fit, we can get you signed up and begin working together straight away.

Please note that my standard advisory packages start at £500 per month with no long term tie-in.

FAQ

I have a lot of experience in B2B Saas platforms. But with a lifetime spent in tech, I can support founders across a wide range of digital sectors and at different stages of their journey. My strengths and focus are in supporting sole-founders and small bootstrapped teams, who may have very few peers to confide in or share day to day or strategic challenges.

I am also familiar with the challenges for those who have traction but struggle to move off the business plateau. This growth glass ceiling is a common scenario for sole founders and small bootstrapped teams, one I am keen to help resolve for those who recognise it in their own business.

I don't follow any fixed systems or strict business methodologies. After ten years of IT consultancy in big businesses and 25 years in tech startups, I have discovered that every company and founder is very different. There is no one size fits all, and I use the best approach to suit the situation and client at the time.

Often, founders have been so long in their startups that they cannot see the wood for the trees, and it takes someone new to come in and spot the necessary changes. But this must always be done carefully, without imposing scary new systems or processes that will disrupt things unnecessarily.

I like to listen and understand everything before jumping in with suggested changes. And often, I will go away after a call and mull things over and even sleep on it - my additional thinking and dream time is free.

So rather than dive in with ideas straight away, I may suggest I'll come back to you in a few hours or days with fresh thoughts. I can also provide additional time before or after our calls to ensure I am prepared for the call and can do some post-call research, analysis and reporting.

Even when I am not in calls or WhatsApp chats with you, I like to keep thinking about things related to your business and challenges. If I work with too many founders, then it can be hard to keep them all in my head at once.

Therefore, I will typically work with no more than ten businesses at any one time to ensure you get a good slice of my time and thoughts.

If you can find an advisor or mentor who only has positive experiences in business, then I want to meet them.

After such a long time in big industry and banking and then startups, it is inevitable that an adviser like myself will bring a mixed bag of stories. I've created two multi-million pound businesses. I have had a large multi-million pound exit and success, and I've had a failure. In between these, I have had other wins and seen the downsides of bootstrapping.

It is this journey that I believe is important to pass on. I can guide your steps towards making your startup fly and steer you away from the mistakes.

After 25 years in startups, I have built a following of 12,000 useful business people on Linkedin plus a lot of investors and other great business contacts in my private address book.

With many years of building businesses, I also have a vast list of resources to help with building, running, funding and exiting startups.

All of this is at the disposal of my clients. And if I don't have a contact or resource, my strengths in research, analysis and lateral thinking will ensure I know how to find what you need.

For AMA, Ask Me Anything support, message me anytime. Whilst I always reply within 24 hours, it will usually be much faster and the best hours to catch me are between 1:30 pm and 6:30 pm. However, if you require some deeper thinking or research, I may respond to let you know that I need to mull it over and come back later.

You can schedule calls via my Calendly booking page. I am usually available between 1:30 pm and 6:30 pm.

I always want to bring a lot of value to clients, so for more pressing matters, I can often make myself available at shorter notice and for times outside of my standard schedule. Just message me to ask.

My available working days are Monday to Friday, subject to UK bank holidays.

The minimum contract commitment is just one month.

My aim is for each call, WhatsApp chat and other time together to provide great value. But advisory and mentoring services work best as longer-term relationships, allowing us to build on our thoughts, discussions and other work and monitor the results.

To ensure you get the best from our working relationship, I like to provide more time in the discovery phase of our first month together to ensure I understand the big picture and the small details.

I always work with clients I believe will be a good long-term fit, but my eventual aim is to help you reach a point where you scale the business and grow the top team, meaning it may be time for me to move on.

My advisory package is for a minimum of just one month, with prices from £500 per month, due at the start of each month.

I like to make the payment process as smooth as possible and remove any barriers or issues around admin so that we can focus on boosting your startup and adding incredible value. Therefore, at the start, I will email you with a Direct Debit mandate (or ACH or SEPA) via GoCardless.

All my fees for the packages and additional advisory or consultancy time should be pre-paid and cleared in GBP to my UK bank. To achieve this, I will request each payment via direct debit (or ACH or SEPA) five business days before the start of each period or immediately before additional advisory or consultancy work. If you wish to cancel my services, please ask before I process the payment request.

Each time I request a payment, I will also email an invoice.

I do not like to clock-watch or time our calls to the exact minute. I want to provide great value and valuable advice to clients, and so am comfortable if our calls run over a little.

But if you require additional calls or more time for mentoring, consultancy or other bespoke projects, please ask.

I usually charge £150 per hour for my additional time, but I am happy to discuss bespoke advisory and consultancy packages for compelling projects.

You can find my contract via the terms and conditions link shown at the bottom of my website. It is an industry-standard business consultancy and non-disclosure agreement. All invoices contain a link to the contract.

To offer a global service, I work for now by video conference and calls only. I am happy to discuss future face to face meetings in London and further afield. Travel time and other expenses will apply.

We are all on a journey and learning all the time. I can only improve my offering with my own continuing business experiences and with feedback from clients. So please talk openly to me at any time.

Please request a free 30-minute discovery call using the button below. Tell me as much as you can in the notes field so I can do some homework and be prepared to give the best support.

I will listen hard and dive into your business, vision and specific challenges to understand where I can help. Apologies if I ask some tough questions.

If there is a mutual fit after the call, we can get you signed up and begin working together straight away.

Once paid, we will have a kick-off call (additional to the monthly calls), where we can dive further into your business, plans and vision, and set the parameters for how we should work together and the challenges on which to focus.

During all calls and messaging, please let me in and share as much as possible.

CONSULTANCY AGREEMENT

This Agreement includes all invoice documents provided by the Consultant to the Client and is first made on the date shown on the first invoice and re-confirmed on the dates shown on subsequent invoices. The parties to this agreement are:

1. Steve Procter and his trading name of Interim Cofounder, trading as a sole trader and of the address shown in the invoice (the Consultant); and

2. the "client" party named and of the address shown in the invoice (the Client)

The Consultant is deemed to have agreed to this Agreement by sending an invoice to the Client. The Client is deemed to have agreed to this Agreement by receiving and paying an invoice from the Consultant.

Agreement

Meanings

1. In this Agreement, the following words are defined:

Agreement: this consultancy agreement, all associated invoice documents and any changes that the parties agree in writing;

Client Personal Data: any Personal Data that is processed by the Consultant on behalf of the Client in relation to this Agreement, but excluding data with respect to which the Consultant is a Controller;

Commencement Date: the date shown on the first invoice;

Controller: has the meaning given in applicable Data Protection Laws from time to time;

Consultant Work: any Work developed, created, written, prepared, devised or discovered by the Consultant (or by any substitute permitted under this Agreement) in the course of providing the Services;

Data Protection Laws: all applicable laws relating to the processing of Personal Data, including, for the period during which it is in force, the UK General Data Protection Regulation;

Data Subjects: has the meaning given in applicable Data Protection Laws from time to time;

Employee: an individual employed by the Client or Consultant under a contract of employment;

Intellectual Property: all existing or future intellectual and industrial property rights, anywhere in the world, in the Consultant Work, including any invention, patent, utility model right, copyright and related right, trade mark, trade name, internet domain name, design right, design, service marks, database right, typography right, right in get-up, right in goodwill or to sue for passing off and any other right of a similar nature whether registered (or capable of registration) and the right to apply for any of these;

Personal Data: has the meaning given in applicable Data Protection Laws from time to time;

Services: the services shown on the invoices. The Consultant will carry out the Services online and is not expected to carry out any physical visits with the client or carry out any Services other than online from the Consultants own or chosen premises. The Consultant will report to the named contact on the invoices;

Supervisory Authority: has the meaning given in applicable Data Protection Laws from time to time;

Term: the term of this Agreement;

Work: all forms of work, including works of authorship, products, documents, materials, discoveries, inventions, programs (including software programs and source code), databases, know-how, methodologies, ideas and designs;

2. In this Agreement, unless the context requires a different interpretation:

a. words denoting any gender include all genders;

b. the singular includes the plural and vice versa;

c. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;

d. a reference to a person includes firms, companies, government entities, trusts and partnerships;

e. "including" is understood to mean "including without limitation";

f. reference to any statutory provision includes any modification or amendment of it; and

g. the headings and sub-headings do not form part of this Agreement.

Services

3. From the Commencement Date, the Consultant will perform the Services as requested by the Client. The Client is not obliged to provide work for the Consultant, nor is the Consultant obliged to accept work if offered. All work provided by the Consultant for the Client is carried out on the clear understanding by the Client that the Consultant is not a financial advisor or lawyer, and that all financial or legal decisions should be taken by the Client together with their lawyer or regulated financial advisor.

4. The Consultant must:

a. spend the time agreed in the invoices to perform the Services properly unless prevented by illness or injury (which they must notify to the Client as soon as reasonably practicable) and no fee shall be payable during any time period when the Services are not being provided to the Client;

b. perform the Services using reasonable care and skill and to the best of their abilities;

c. cooperate with the Client and attend online meetings and discussions whenever the Client reasonably requests;

d. keep the Client properly informed of progress on all projects and give them written information when asked to;

e. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including the Bribery Act 2010. They must have their own systems in place to ensure compliance and where requested by the Client certify to it on an annual basis that they continue to comply. The Consultant must ensure they report any matter relating to bribery or corruption to the Client immediately, if they become aware of or suspect such activity, whilst providing the Services for the Client. Failure to comply with this paragraph entitles the Client to terminate this agreement immediately; and

f. comply with the policies, procedures and rules that the Client reasonably requests. This always includes the Client's health and safety policies and procedures and if they become aware of any whilst providing the Services for the Client, the Consultant must always report any unsafe working conditions to the Client immediately.

5. During the term the Consultant shall not work for businesses or undertakings which directly compete with the Client unless agreed by both parties.

6. The Consultant shall take all reasonable steps to offer (or cause to be offered) to the Client any potential new business relevant to the goods or services provided by the Client, as soon as practicable after it has come to their knowledge and before being offered by the Consultant (or caused by the Consultant to be offered) to another party.

Status, equipment and resources

7. The Consultant is an independent contractor, in business on their own account. The parties agree that this Agreement and providing the Services do not make the Consultant an Employee, worker, partner, member or agent of the Client and the Consultant cannot hold themselves out as being any of these. The Consultant does not have (and must not hold themselves out as having) any authority to incur any expense to the Client or to bind the Client in any other way.

8. The Client does not directly control the Consultant's actions. The Consultant can provide the Services in the way they choose, except when this Agreement states otherwise.

9. The Consultant shall provide at their own cost, all necessary equipment and resources as is reasonable for the performance of the Services. The Consultant is responsible for maintaining and ensuring the safety of such equipment and resources as necessary.

10. If the Consultant's equipment or resources are stored on the Client's property, the Client must not use them without the Consultant's prior written consent and must contact the Consultant before making any changes to where or how they are stored.

11. The Consultant may use third parties to provide administrative functions relating to the Services, but must bear the costs of this in full and any such third party must, if requested by the Client, enter into direct promises with the Client, including relating to confidentiality.

12. The Services shall be provided at such locations and during such hours as the Consultant chooses and deems appropriate for the satisfactory performance of the Services. Unless agreed prior to the start of the agreement, all communications between the Consultant and Client will be over email, Zoom video calls or WhatsApp chat, calls or video calls. All calls and video calls must be pre-scheduled using the online calendar scheduling service provided by the Consultant to the Client at the start or throughout the agreement.

Fees and Expenses

13. The Client must pay the Consultant the fees as agreed in the invoices (plus Value Added Tax if applicable) for providing the Services. The Client will not pay the Consultant for any period when the Services are not provided, for any reason.

14. The Consultant must send an invoice to the Client for all work and may do so by email or WhatsApp messaging. Invoices will detail whether fees are due prior to work or after the work and also confirm the payment methods which may include bank transfer or a direct debit for UK clients (or ACH for American clients or SEPA for EU clients). If the agreed payment method is bank transfer, the Client must pay the Consultant within 1 business day of receiving an invoice from the Consultant, or the due date, whichever is earliest. If the agreed payment method is direct debit, ACH or SEPA, the Client must sign and agree to the mandate as soon as received, ensure sufficient funds are available for all future payments and allow the Consultant to make all future payment requests, as agreed on the invoice, up to 5 business days prior to the due date. This early payment request date is required to allow for the bank processing period, ensuring the funds are cleared by or on the due date.

15. The Consultant reserves the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply, interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.

16. The Consultant is responsible for all expenses incurred by them while performing the Services except if the parties agree differently in writing in advance of any specific expenses being incurred.

17. If either party ends this Agreement early, the Consultant will only be paid for Services satisfactorily provided by the last day of the Term. The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Client at any time.

Termination

18. This Agreement begins on the Commencement Date and ends when either party gives at least 1 month's advance written notice that they wish to terminate it or when one of the grounds for immediate termination set out in this clause applies. This Agreement will automatically end if the work, as defined in the invoices, is fixed-term or a fixed project and has been completed to the satisfaction of both parties.

19. The Client can terminate the Agreement in writing immediately without notice or payment of any compensation (without prejudice to other rights in law to terminate this agreement) if the Consultant:

a. is guilty of any misconduct;

b. commits any fundamental or repeated breach of this Agreement or the Consultant fails to comply with the Client's policies or any reasonable and lawful directions of the Client or is negligent or incompetent in performing the Services;

c. commits a criminal offence or acts in any way dishonestly, whether or not while providing the Services, which damages or is likely to damage their or the Client's reputation;

d. is unable to provide the Services for ten days in any one month consecutive period; or

e. becomes bankrupt, applies for or is the subject of a receiving order or makes any composition or enters any deed of arrangement with their creditors or has a county court administration order made against them under the County Court Act 1984.

20. The Consultant can terminate this Agreement immediately without notice or payment of any compensation if the Client:

a. commits any fundamental or repeated breach this Agreement;

b. commits a criminal offence or acts in any way dishonestly, whether or not while the Consultant is providing the Services, which damages or is likely to damage the Consultant's or the Client's reputation;

c. is a company and is dissolved or stops conducting substantially all of its business or cannot pay its debts as they fall due or a receiver is appointed over any of its property or assets or it is subject to an administration order (within the meaning of the Insolvency Act 1986) or goes into liquidation; or

d. is a natural person and is bankrupt, applies for or is the subject of a receiving order or makes any composition or enters any deed of arrangement with their creditors or has a county court administration order made against them under the County Court Act 1984.

Confidential information

21. During the Term, the Consultant may have access to confidential information about the Client and its business(es) which includes documents and information whether written, electronic or otherwise, which is any non-public information concerning the Client's:

a. finances, operational model, business plans and sales and marketing information, plans and strategies, business transactions, research activities and dealings and affairs, trade secrets including technical data and know-how;

b. customers, suppliers, licensors, licensees, agents, distributors, shareholders, management, contractors or other business contacts including, without limitation, lists of, identities of, contact details of and requirements of such persons, pricing or price structures, discounts, special prices or special contract terms offered to or by or agreed with such persons;

c. Intellectual Property, existing and planned goods, product lines or services and their components and any underlying technology or proprietary materials;

d. computer and communications systems, source codes and software;

in each case whether past, current, future or prospective, whether the Consultant creates, develops, receives or obtains the information, whether it is marked confidential or not. Confidential information does not include any information which is generally available to the public other than through the Consultant's breach of this Agreement.

22. During and after the Term, the Consultant must not use or disclose or allow the use or disclosure of any confidential information, except:

a. as necessary to properly perform the Services; or

b. with the Client's prior written consent or as required by law or ordered by a court of competent jurisdiction.

23. As soon as either this Agreement ends, however that happens or the Client requests it, the Consultant must:

a. return to the Client all materials, equipment, property and documents that they have or control that either belong to or relate to the Client or its business or clients;

b. delete any such property and information from any electronic device which belongs to the Consultant, including contact details of business contacts made during the course of this agreement, however stored and from personal, social or professional networking accounts.

24. The Client may have access to the confidential information of the Consultant included in the first clause in this section on confidential information and the Client agrees not to use or disclose or allow the use or disclosure of any such confidential information without the Consultant's prior written consent apart from if the second clause in this section on confidential information applies.

Data Protection

26. Both parties shall comply with their obligations under the Data Protection Laws, so far as they relate to their obligations under this Agreement.

27. The Client shall only supply to the Consultant, and the Consultant shall only process, in each case under or in relation to this Agreement, the Personal Data of Data Subjects falling within the categories and types specified in Part A of Schedule 1 (Data processing information) (the Client Personal Data) and the Consultant shall only process the Client Personal Data for the purposes specified in Part A of Schedule 1 (Data processing information).

28. The Consultant shall only process the Client Personal Data during and for the Term of this Agreement.

29. The Consultant shall not transfer any personal data obtained from the Client outside of the UK or the European Economic Area (EEA) unless the prior written consent of the Client has been obtained.

30. Notwithstanding any other provision of this Agreement, the Consultant may process Personal Data if and to the extent that the Consultant is required to do so by applicable law. In such a case, the Consultant shall inform the Client of the legal requirement before processing, unless that law prohibits such information on grounds of public interest.

31. The Consultant shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality, or are under an appropriate statutory obligation of confidentiality.

32. The Consultant shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data. The Consultant shall provide the Client with details of all such technical and organisational measures on reasonable written notice from the Client.

33. Where the Consultant is acting as a Processor of Client Personal Data in connection with its delivery of Services under this Agreement the Consultant may retain and use the services of third parties who from time to time may need to process Personal Data (each a Third Party Sub-Processor). As such, the Client hereby generally authorises each Third Party Sub-Processor engaged by the Consultant at the time this Agreement is executed to be a sub-processor in relation to the Personal Data. The Consultant will provide the Client with a list of all Third Party Sub-Processors on written request.

34. The Consultant will enter into an agreement with each Third Party Sub-Processor that obligates the Third Party Sub-Processor to process the Personal Data in a manner substantially similar to the standards set forth under this Agreement, and at a minimum, at the level of data protection required by Data Protection Laws (to the extent applicable to the services by the Third Party Sub-Processor under this Agreement).

35. The Consultant must give the Client at least 30 days' notice of any intended changes concerning the addition or replacement of any Third Party Sub-Processor. If the Client objects to any such changes before their implementation, then the parties shall discuss commercially reasonable alternative solutions in good faith.

36. The Consultant shall be liable for the acts and omissions of the Third Party Sub-Processor to the same extent the Consultant would be liable if performing the services of each Third Party Sub-Processor directly under the terms of this Agreement.

37. The Consultant shall, insofar as possible and taking into account the nature of the processing:

a. take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a Data Subject's rights under the Data Protection Laws;

b. assist the Client in ensuring compliance with the obligations relating to the security of processing of Personal Data, the notification of Personal Data breaches to the Supervisory Authority, the communication of Personal Data breaches to the Data Subject, Data Protection Impact Assessments (as such term is defined in the Data Protection Laws) and prior consultations in relation to high-risk processing under the Data Protection Laws;

c. make available to the Client all information necessary to demonstrate the compliance of the Consultant with its obligations under the Data Protection Laws;

d. at the Client's discretion, delete or return all of the Client Personal Data to the Client upon termination or expiry of the Agreement, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data; and

e. allow for and contribute to audits, including inspections conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Consultant's processing of Client Personal Data with the Data Protection Laws.

38. The Client may hold and process a wide variety of Personal Data about the Consultant, including references, personal records, emails containing personal details, addresses and details of contractual benefits. Some of this data may come within the "special categories of personal data" (known as sensitive personal data) and includes but is not limited to information about:

a. the Consultant's racial or ethnic origin or religious or similar information, for equal opportunities monitoring;

b. information about the physical or mental health of the Consultant to monitor sickness absence; and

c. any criminal proceedings involving the Consultant, for insurance purposes and to comply with legal requirements and third party obligations.

39. The Client will only process sensitive personal data if:

a. it has a lawful basis for doing so; and

b. one of the special conditions for processing sensitive personal data applies, eg the Consultant has given their explicit consent.

40. Before processing any sensitive personal data, the Client will take all steps necessary to ensure it can process such information lawfully.

41. The Client will use appropriate technical and organisational measures to keep the Consultant's data secure, and in particular, to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage. More information on data security can be found in the Client's Information Security Policy.

Warranties and indemnities

42. The Consultant represents and warrants that they do not have any obligation which would restrict or prohibit them from complying with this Agreement.

43. Neither party will be liable for:

a. any form of indirect, consequential or special loss;

b. any loss or corruption of any data, database or software;

c. any loss of business, contracts or commercial opportunities or any other form of pure economic loss, direct or indirect.

44. Nothing in this Agreement:

a. limits or excludes a party's liability for causing death or personal injury by their negligence;

b. limits or excludes a party's liability for their fraud or fraudulent misrepresentation; or

c. limits or excludes a party's liability in any way not permitted under applicable law.

45. The total liability of both the Client and Consultant (however arising) under the Agreement will be £0.

46. The Consultant is solely responsible for paying tax and National Insurance Contributions on payments to them in respect of payments to them for the Services. The Consultant must indemnify the Client and keep it fully and effectively indemnified in respect of any claims, demands, assessments, contributions or deductions made by the relevant authorities against the Client for income tax or National Insurance Contributions relating to the Services together with any interest and penalties, unless the claim or demand was caused by the Client's default or negligence. The Client may make deductions from payments due to the Consultant to satisfy this indemnity.

47. All warranties, conditions and other terms implied by law are excluded from this Agreement unless stated in this Agreement, as far as permitted by law.

Intellectual Property

48. The Consultant assigns to the Client absolutely as beneficial owner with full title guarantee the Intellectual Property for the full term of those rights and all renewals and extensions, together with all accrued rights. The Consultant will promptly disclose and give to the Client all Intellectual Property for its exclusive use and benefit and keep their details confidential, delivering all documents relating to any part of the invention to the Client whenever requested by the Client. The Consultant will not register or attempt to register any of the intellectual property rights in any work carried out during this Agreement, nor any inventions, unless at the Client's request. The Consultant will do all acts necessary to confirm that absolute title in all intellectual property rights in the work carried out during this Agreement and any inventions has passed, or will pass, to the Client. The Consultant will do everything necessary to give effect to this clause both during and after this Agreement. The Consultant irrevocably waives their moral rights in any Intellectual Property anywhere in the world.

49. The Consultant agrees to indemnify the Client and keep it indemnified against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any claim relating to intellectual property supplied by the Consultant to the Client whilst providing the Services. The Consultant shall ensure that the Client's interest is noted on a suitable insurance policy, and the Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

50. The Consultant appoints the Client to execute documents on its behalf and do all things necessary or desirable for the Client to obtain the full benefit of this clause.

Circumstances beyond the control of the parties

51. A party to this Agreement is not liable for failure or delay in performing its obligations if that failure or delay is caused by something beyond their reasonable control. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified party or parties can suspend or terminate the Agreement immediately by notifying the other party.

Entire Agreement

52. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, warranties, representations, assurances, arrangements or agreements that might have taken place orally or in writing in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

General

53. No party can assign, transfer or sub-contract their rights and obligations under this Agreement without the prior written consent of the other party, which cannot be unreasonably withheld.

54. Only changes to this Agreement that are in writing and signed by the parties are valid or binding.

55. The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement and no third party has the right to enforce or rely on any provision of this Agreement.

56. This agreement may be executed in any number of counterparts, each of which, when executed, is a duplicate original, but all the counterparts together form one agreement.

57. No delay, act or omission by a party in exercising any right or remedy is a waiver of that, or any other, right or remedy unless the parties agree differently.

58. Provisions of this Agreement which are stated or intended to continue in force after this Agreement ends will do so.

59. If any court or competent authority decides that any part of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that part will be deemed deleted so far as necessary without affecting the other parts of this Agreement, which will continue to be valid and enforceable.

60. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first class post or left by hand delivery at the registered address or place of business of the notified party, or sent by email to the other party's main business email address as notified to the sending Party.

61. Notices:

a. If any notice is sent by post within the United Kingdom, it is deemed to be received on the second working day after posting. Notices sent by post from or to addresses outside the United Kingdom are deemed to be received on the tenth working day after posting. Notices delivered by hand are deemed to be received at the time the notice is left at the proper address and notices sent by fax are deemed to be received on the next working day after transmission.

b. The above clauses do not apply to the service of any proceedings or other documents in any legal action.

Governing law and jurisdiction

62. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

SCHEDULE 1

PART A - DATA PROCESSING INFORMATION

Processing of Client Personal Data by the Consultant under this Schedule shall be for the subject-matter, duration, nature and purposes and involve the types of Client Personal Data, some of which may be sensitive personal data, and categories of Data Subjects set out in this Part A. 'Customer' shall mean any legal person to whom the Client has provided products or supplied services or proposed to provide products or supply services to.

• Where the Customer is a natural person, 'Customer Personal Data' means personal data relating to that Customer.

• Where the Customer is a non-natural person, 'Customer Personal Data' means personal data relating to that Customer's Employees and representatives.

Subject-matter of processing:

The Consultant's provision of the Services and any related technical support to the Client.

Duration of the processing:

The Term plus the period from expiry of the Term until return/deletion of all Personal Data by the Consultant in accordance with this Schedule.

Nature and purpose of the processing:

The Consultant will process Client Personal Data for the purpose of providing the Services and any related technical support to the Client in accordance with this Schedule.

Types of Personal Data:

• Names, email addresses and telephone numbers of the Client and the Client’s Employees and representatives (as applicable).

• Names, email addresses and telephone numbers of the Consultant and the Consultant's Employees and representatives (as applicable).

• Customer Personal Data of the following categories: names, email addresses and telephone numbers.

Categories of Data Subjects:

Client Personal Data will concern the following categories of Data Subjects:

• Data Subjects about whom the Consultant collects Personal Data in its provision of the Services; and/or

• Data Subjects about whom Client Personal Data is transferred to the Consultant in connection with the Services by, at the direction of, or on behalf of the Client.

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