1.1 The charges for the services provided by RocketFin shall be calculated on a time and materials basis:

• The charges shall be calculated in accordance with RocketFin Consulting Ltd’s daily fee rates, [as set out in The Rate Card];
• RocketFin Consulting Ltd’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 8:00 am to 5:00 pm worked on business days;
• RocketFin Consulting Ltd shall be entitled to charge an overtime rate of 50% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engaged on the services outside the hours referred to in clause 1.1(b);
• RocketFin Consulting Ltd shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom RocketFin Consulting Ltd engages in connection with the Services, including travel expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by RocketFin Consulting Ltd for the performance of the services, and for the cost of any materials.

1.2 RocketFin Consulting Ltd reserves the right to increase the charges on an annual basis with effect from each anniversary of the commencement date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the commencement date and shall be the latest available figure for the percentage increase in the Retail Prices Index.

1.3 RocketFin Consulting Ltd shall invoice the Customer monthly in arrears.

1.4 The Customer shall pay each invoice submitted by RocketFin Consulting Ltd.:

• Within 30 days of the date of the invoice or in accordance with any credit terms agreed by RocketFin Consulting Ltd and confirmed on writing to the Customer; and
• In full and in cleared funds to a bank account nominated in writing by RocketFin Consulting Ltd.

1.5 All amounts payable by the Customer under a contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time. Where any taxable supply for VAT purposes is made under the contract by RocketFin Consulting Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from RocketFin Consulting Ltd, pay to RocketFin Consulting Ltd such additional amounts in respect of VAT as are chargeable on the supply of the services at the same time as payment is due for the supply of the services.

1.6 If the Customer fails to make a payment due to RocketFin Consulting Ltd under the contract by the due date, then, without limiting RocketFin Consulting Ltd’s remedies, the Customer shall 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 1.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%.

1.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

2.1 Any customer that enters into a contract with RocketFin Consulting Ltd shall not, without the prior written consent of RocketFin Consulting Ltd, at any time from the date of any agreement entered into to the expiry of any agreement, solicit or entice away from RocketFin Consulting Ltd or employ or attempt to employ any person who is, or has been, engaged as an employee with RocketFin Consulting Ltd in the provisions of the services that RocketFin Consulting Ltd provides.

3.1 For the purpose of this standard clause 3, the terms "controller," "processor," "data subject," "personal data," "personal data breach," and "processing" shall have the meaning given to them in the UK GDPR.

3.2 Both RocketFin Consulting Ltd and every customer engaged in a contract with RocketFin Consulting Ltd will comply with all applicable requirements of the Applicable Data Protection Laws.

3.3 For further information relating to privacy and data protection, please refer to the Privacy Policy on RocketFin Consulting Ltd.’s website.

4.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 4.2.

4.2 Each party may disclose the other party’s confidential information:

• To its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purpose of carrying out the party’s obligations under the contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 4.1; and
• As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the contract.

5.1 Unless expressly stated, any contract entered into with RocketFin Consulting Ltd does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the contract.

5.2 The rights of the parties to rescind or vary the contract are not subject to the consent of any other person.

6.1 RocketFin Consulting Ltd may at any time assign, 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 contract.

6.2 The customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the contract without prior written consent of RocketFin Consulting Ltd.

7.1 Except as set out in these terms, no variation of any contact shall be effective unless it is in writing and signed by the parties (or their authorised representative).

8.1 A waiver of any right or remedy under the contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.1 If any provisions or part-provisions of the contract are or become invalid, illegal, or unenforceable, they shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this contract is deleted under clause 9.1, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.1 The contract 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.

11.1 Each party will irrevocably agree that 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 contract or its subjection matter or formation.