LCP Delta Standard Terms and Conditions

1. Interpretation

1.1. Definitions. In this Contract, unless the context requires otherwise, the following definitions apply:

“AI Services”	Delta GPT (including any replacement or modified version thereof) and any other artificial intelligence or machine learning enabled services referred to in the Order or otherwise made available to the Customer by the Supplier in connection with this Contract.
"Contract"	this contract between Supplier and the Customer for the Services which comprises any Order(s) and these Conditions, as amended from time to time in accordance with clause 10.1.
"Customer"	the person or firm who purchases Services from Supplier, as identified in the relevant Order.
"Intellectual Property Rights"	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
“Materials”	material created by Supplier as part of the Subscription Research Services in the form of reports, presentations, datasets, models, and any other Subscription Research Services provided to the Customer including the knowledge and insight contained therein.
“Non-Renewal Notice”	means notice in writing of not less than the number of days specified in the relevant Order for the applicable Services that a party wishes to cancel the subscription for the relevant Services from the end of the current Subscription Period or Renewal Period (as applicable). If no notice period is specified in the relevant Order then the required amount of notice shall be sixty (60) days.
“Order”	an order for the supply of Services which is comprised of either a signed order form in Supplier’s standard form or Supplier’s written acceptance of a request by Customer to provide Services.
“Price Change Date”	means the date by which Supplier must provide Customer with written notice of a price increase for any Renewal Period, as specified in the Order. If no Price Change Date is specified in the Order then the Price Change Date shall be the date falling thirty (30) days before the deadline for either party serving a Non-Renewal Notice for the relevant Subscription Period or Renewal Period.
“Renewal Period”	means a further subscription period for the relevant Subscription Research Services of the length specified in the relevant Order. If no Renewal Period is specified in the relevant Order then the Renewal Period shall be twelve (12) months.
“Representatives”	means directors, officers, partners (for example, in the case of Lane Clark & Peacock LLP, members of the LLP), consultants, employees, agents or contractors of the Supplier or Customer, as applicable.
“Services”	the services and any resulting Materials (electronic or hard copy form) set out in the Order, comprising Subscription Research Services and / or AI Services which are provided to the Customer by Supplier.
“Subscription Period”	the subscription period applicable to the Service defined in an Order. If no Subscription Period is specified in the relevant Order then the Subscription Period shall be twelve (12) months.
“Subscription Research Services”	Supplier subscription research services, including standard subscription research services and custom subscription research services, set out in an Order.
“Supplier”	the supplier entity specified in the relevant Order.

2. Basis of Contract and Term

2.1. These Conditions apply to all Orders agreed between the parties for the provision of Services to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or a course of dealing. Each Order shall form part of this Contract and shall not constitute a separate agreement.

2.2. This Contract shall come into force on the date that the parties first agree an Order (“Commencement Date”), and shall continue in full force and effect until it is terminated in accordance with clause 8.

2.3. Where an Order is placed for a Subscription Research Service, it shall form part of this Contract from the date specified in the Order and shall continue in force for at least the Subscription Period. At the end of the Subscription Period for a Subscription Research Service, unless the Order is cancelled by either party giving a Non-Renewal Notice, the Order shall automatically renew for the Renewal Period. At the end of any Renewal Period the auto-renewal process set out in this clause shall apply again.

2.4. The AI Services shall be covered by the terms of this Contract from the earlier of the date specified in an Order for AI Services, or the date the Customer first gains access to the relevant AI Services. The AI Services shall continue to form part of this Contract, unless they are otherwise terminated in accordance with its terms, until; (i) if a Subscription Period and Renewal Period are stated in the Order Form as applicable to the AI Service, the date determined in accordance with clause 2.3; or (ii) if the AI Service is provided in conjunction with a Subscription Research Service then the date such Subscription Research Service is terminated or expires.

3. Charges and Payment

3.1. The charges payable by the Customer for the Services (“Charges”) are set out in the Order.

3.2. Payment for the Services shall be annually in advance for standard Subscription Research Services and in advance for custom Subscription Research Services and AI Services. Failure to pay within 30 days of the date of the invoice for Subscription Research Services may result in subscription access being suspended until payment is received.

3.3. Supplier may increase the Charges payable for any Renewal Period provided that it provides Customer with notice in writing prior to the Price Change Date.

3.4. The Customer agrees that Supplier invoices may be issued by another Supplier Affiliate notified to Customer in writing by Supplier from time to time. Customer shall pay the notified Supplier Affiliate in place of the Supplier. Where used in this Contract, “Affiliate” shall mean in relation to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party.

3.5. All amounts payable to Supplier under this Contract are exclusive of value added tax (VAT) and any other taxes or duties chargeable from time to time. The Customer shall be liable for any VAT or other taxes or duties chargeable on the supply of the Subscription Research Services.

3.6. The Customer shall pay the full amount of any invoice, regardless of any deduction that it is required by law to make.

4. Performance of Services

4.1. Supplier shall supply the Services to the Customer in accordance with this Contract, and in accordance with the Supplier’s understanding of all applicable laws and regulations which apply to Supplier’s business or its provision of the Services at the time the Services are provided.

5. Delta GPT and other AI Services

5.1. If there is any conflict between the provisions of this clause ‎5 and the remainder of this Contract then this clause shall take precedence.

5.2. The Customer’s use of the AI Services must be in accordance with Fair Usage, meaning use of the AI Services in a manner which does not have a negative impact on its functionality or availability. The Supplier will notify the Customer promptly if they consider that the Customer’s use of the AI Services falls outside Fair Usage.

5.3. The AI Services may be used to assist the Customer in navigating, engaging with and interrogating the Subscription Research Services or to transpose the Subscription Research Services from one format to another or from one language to another, or for any other purpose set out in the Order Form (“Permitted Purpose”).

5.4. The AI Services may not be used for any purpose other than the Permitted Purpose and in particular must not be used in any manner that violates any applicable laws or infringes, misappropriates or otherwise violates any third party’s rights.

5.5. The Customer must not (unless permitted by applicable law which cannot be excluded by agreement between the parties): (i) reproduce, modify, duplicate, frame, mirror, download, display, publish, transmit, participate in the transfer or sale of or create derivative works from, the AI Services; (ii) reverse-engineer, decompile, reverse compile, disassemble or otherwise reduce to human-perceivable form any software contained in the AI Services; (iii) disable or otherwise limit the effectiveness of, or in any way exploit, the AI Services; or (iv) use the AI Services or any of their content to create any product, service or software which competes with the AI Services.

5.6. The Customer will reimburse the Supplier in full on demand for all losses and damage the Supplier suffers or incurs out of or in connection with the Customers breach of clauses 5.3 to 5.5.

5.7. Any Intellectual Property Rights in the inputs to the AI Services (“Inputs”) and outputs generated by the AI Services (“Outputs”) generated by the AI Services will be owned by the Supplier. The Outputs must be kept confidential, only used by the Customer for the Permitted Purpose or as required for legal or regulatory compliance reasons and not disclosed to any third party without the Supplier’s prior written consent. The Customer hereby assigns to the Supplier any right, title and interest, if any, in and to any Inputs.

5.8. The Supplier grants the Customer a non-exclusive, non-transferable licence to use the Intellectual Property Rights in the Inputs and Outputs for the Customer’s internal business purposes only by its employees (excluding employees of any Affiliate).

5.9. Without prejudice to the generality of clause 5.7, the Inputs and the Outputs will be used by the Supplier, including by human reviewers to, without limitation, provide the Customer with the AI Services, comply with applicable law and the Supplier’s internal governance and policy requirements, monitor use of the AI Services and to develop and improve the AI Services and the Supplier’s broader services.

5.10. The Customer must not include any personal data or confidential information in Inputs.

5.11. Each individual user authorised by the Supplier to use the AI Services (“Authorised User”) will only have access to their own Inputs and Outputs and will not be able to see the Inputs and Outputs of other Customer Authorised Users.

5.12. The AI Services are provided “as is” with no warranty as to fitness for purpose, accuracy, availability or otherwise. To the extent permitted by law, the Supplier excludes (i) all conditions, warranties, and any other terms implied by statute, common law, a course of dealing or otherwise; and (ii) all representations (whether innocent or negligent).

5.13. The AI Services use artificial intelligence and machine learning to assist in the generation of Outputs. Although the Supplier takes reasonable measures to improve the accuracy of the Outputs, they are produced without human oversight, may contain errors and should not be relied on. The Supplier accepts no liability for any translation errors or omissions. Authorised Users should use their discretion when interacting with the Outputs, including, without limitation, reviewing the Outputs alongside the original version of the deliverables.

5.14. To the extent the Supplier has any residual liability arising out of or in connection with the AI Services, such aggregate liability shall be limited to £10,000 (ten thousand pounds sterling).

6. Confidentiality

6.1. Confidential Information shall mean information disclosed by one party to the other under or in connection with this Contract which by its nature should be treated as confidential, or which is designated as confidential by the disclosing party. Confidential Information can be conveyed orally, in writing or in any other manner and can take any form including documents, systems, computer programs, business processes, research, know-how, trade secrets, business affairs, business opportunities, business development, pricing, contracts and marketing plans.

6.2. Confidential Information does not include any information which:

6.2.1. is publicly available at the time of its disclosure or becomes publicly available (other than as a result of disclosure by the receiving party contrary to the terms of this Contract); or

6.2.2. was lawfully in the possession of the receiving party on a non-confidential basis prior to it being disclosed; or

6.2.3. was or becomes available to the receiving party from a source other than the disclosing party and without breach of any obligation of confidentiality; or

6.2.4. is developed by or for the receiving party independently.

6.3. Each party shall protect the other party’s Confidential Information using at least the same degree of care as it uses in protecting its own Confidential Information, use it only for the purposes of exercising its rights and performing its obligations under or in connection with this Contract or as required for legal, regulatory or internal compliance reasons (“Purpose”) and shall not disclose the Confidential Information to any third party other than as expressly permitted under this Contract.

6.4. A receiving party may disclose the disclosing party’s Confidential Information:

6.4.1. to its employees, officers or members who need to know such information for the Purpose (“Permitted Disclosees”) provided that such Permitted Disclosees are aware of the confidential nature of the information and comply with the provisions of this clause 6; and

6.4.2. to its auditors as necessary for the performance of their statutory functions and to its legal advisers for the purposes of obtaining legal advice, provided that such auditors and legal advisers are subject to obligations of confidentiality which are no less onerous than those contained in this Contract; and

6.4.3. as may be required by law or by a court or governmental or regulatory authority of competent jurisdiction provided that, where legally permissible, the receiving party notifies the disclosing party prior to making such disclosure.

6.5. Notwithstanding the provisions of clause 6.3:

6.5.1. Supplier may, for the purposes of marketing or publicising Supplier’s services, disclose that Supplier has performed work for the Customer, use the Customer’s name and logo in its publicity materials, and indicate the general nature of the work carried out on behalf of the Customer; and

6.5.2. the Customer may publicise its use of Services and the Customer’s involvement with Supplier.

6.6. The Services are for the benefit of the Customer and shall be kept confidential and may not, other than as permitted by clause 6.4, be disclosed to any third party (including for the avoidance of doubt any Affiliate) or announced publicly unless the Customer has obtained Supplier’s prior written consent.

7. Supplier Liability

7.1. Nothing in this Contract shall limit or exclude Supplier’s liability for death or personal injury caused by its negligence or the negligence of its Representatives, for fraud or fraudulent misrepresentation or for any other liability that cannot be lawfully limited or excluded.

7.2. The Customer agrees that Supplier provides the Subscription Research Services on an ‘as is’, non-reliance basis, with no warranties or representations as to fitness for a particular purpose, non-infringement, accuracy, availability, completeness or any other matter. The Subscription Research Services do not constitute professional advice and should not be relied upon or treated as a substitute for professional advice. Supplier accepts no liability for any loss or damage arising under or in connection with the use of, or inability to use, or any action or decision based upon the content of, the Subscription Research Services. This exclusion applies whether such loss or damage is direct, indirect, consequential or otherwise and whether it arises in contract, tort (including negligence or breach of statutory duty) or otherwise. Any representation, condition or warranty which might be implied or incorporated into this Contract by statute, common law or otherwise is excluded to the fullest extent permitted by law.

7.3. Without prejudice to the additional limitations and exclusions of liability set out elsewhere in this Contract including in clauses 7.2, 5.12 and 5.13, the remaining provisions of this clause 7 set out Supplier’s aggregate liability, including liability for any acts or omissions or any series of acts or omissions by Supplier or any of its Representatives arising in respect of any breaches of this Contract; or any representations (whether innocent or negligent), statements, tortious acts or omissions (including negligence or any breaches of statutory duty) arising under or in connection with the provision of the Services or this Contract (any one of the foregoing being an “Event of Default”) and all other liability is excluded.

7.4. Supplier’s aggregate liability, including for all Events of Default, including negligence, shall not exceed:

7.4.1. in respect of all liability arising out of or in connection with the use of AI Services, £10,000 (ten thousand pounds sterling); or

7.4.2. in respect of all liability arising out of or in connection with an Order for Subscription Research Services, the amount equal to 125% (one hundred and twenty five percent) of the Charges relating to a twelve-month subscription period for the specific report or other deliverable in respect of which the liability has arisen; or

7.4.3. in respect of all liability arising out of or in connection with this Contract (including for the avoidance of doubt all Orders) the lesser of £1,000,000 (one million pounds sterling) or the amount equal to 125% (one hundred and twenty five percent) of the Charges paid by the Customer to Supplier in respect of Subscription Research Services performed by Supplier in the twelve months immediately prior to the date on which the first claim giving rise to liability under this Contract arose.

If a claim first arises following termination of this Contract then the amount referred to in 7.4.3 shall be calculated by reference to the Charges paid in the last twelve months of this Contract.

7.5. Supplier shall not be liable for any failure to perform, or delay in performing, Supplier’s obligations caused by Force Majeure. For these purposes, “Force Majeure” means an event or sequence of events beyond Supplier’s reasonable control that prevents Supplier from, or delays Supplier in, performing its obligations, including: an act of God or nature; epidemic or pandemic; war, riot, civil unrest, act(s) of terrorism, or other hostilities (or threat of any of the same); imposition of sanctions (or similar); interruption or failure of supplies or materials required for the performance of the Supplier’s obligations (including power, equipment, or telecommunications services); malicious or negligent damage or other act (other than by Supplier), including a cyber attack, incident, or intrusion; accidental damage or other act; labour dispute or other industrial action (including a strike); law or governmental order, rule, regulation or direction, judgment, or decree; or any action taken by a government or public authority, including a failure to grant a necessary licence or consent.

8. Termination

8.1. Supplier or the Customer may terminate this Contract in whole or in part immediately upon notice in writing for any irremediable material breach of this Contract by the other party or for any remediable material breach of this Contract by the other party that is not remedied within 14 days of a written request to do so.

8.2. Supplier may terminate this Contract in whole or in part:

8.2.1. if the Charges for the Services remain outstanding thirty days from the due date for payment of such Charges; or

8.2.2. if required for legal, regulatory or other professional reasons; or

8.2.3. on thirty days’ notice in writing if Supplier ceases to offer the particular Services to its general client base; or

8.2.4. in respect of any Services provided on a ‘preview’ basis or in ‘preview’ mode, immediately on notice in writing if Supplier ceases to offer the preview Service to its general client base.

8.3. On termination of this Contract:

8.3.1. for any reason, the Customer shall immediately pay to Supplier all of Supplier’s outstanding unpaid invoices and interest and,

8.3.2. in accordance with clause 8.2.3 only, Supplier shall refund the Customer a pro rata proportion of any pre-paid Charges for the affected Service which corresponds to the unexpired portion of the current Subscription Period or Renewal Period.

8.4. If this Contract is terminated:

8.4.1. by Supplier under clause 8.1 8.2.1, 8.2.2 or 8.2.4; or

8.4.2. by Supplier under clause 8.2.3 or by the Customer under clause 8.1 and the Customer does not comply with the provisions of clause 8.3 within thirty days of such termination or within thirty days of receipt of any invoice for Services supplied but for which no invoice has been submitted at the date of termination,

then the Customer shall immediately delete or remove any and all Services provided to it (as a download or otherwise) including software, datasets, reports and presentations from the Customer’s computer systems and network, and immediately destroy or return to Supplier (at Supplier’s option) all copies of such software then in the Customer’s possession, custody or control and, in the case of destruction, certify to Supplier that it has done so.

8.5. Clauses which expressly or by implication survive termination or expiry shall continue in full force and effect including clauses 6 (Confidentiality), 7(Supplier Liability), 9 (Intellectual Property Rights and Licensing) and 13.8 (Governing Law and Jurisdiction).

9. Intellectual Property Rights and Licensing

9.1. Between Supplier and the Customer, all Intellectual Property Rights and all other rights in the Subscription Research Services shall be owned by Supplier.

9.2. In consideration of the Charges, Supplier hereby grants to the Customer, a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Intellectual Property Rights in the Subscription Research Services and the Materials solely for in-house use by its employees (excluding employees of any Affiliate unless stated in the Order) in the ordinary course of its business for the Subscription Period. The licence granted by Supplier to Customer in relation to the AI Services is set out in clause 5.8.

9.3. The Customer’s access to the Subscription Research Services is limited according to the licence and the Order and on expiry of the Subscription Period, the Customer shall cease any further access to Subscription Research Services.

9.4. For the avoidance of doubt, the licences granted in this Contract do not permit Customer to use the Services in any third party artificial intelligence or machine learning tool without the prior written consent of the Supplier.

10. Variation and Transfer 

10.1. Supplier may update these Conditions from time to time by publishing an updated version on its website. No other variation of this Contract shall be effective unless made in writing and signed by an authorised representative of each party.

10.2. Neither party shall assign, transfer, encumber or otherwise deal with its rights and obligations under this Contract, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed, save that Supplier shall be permitted to assign, to encumber and otherwise to transfer its rights, liabilities and obligations under this Contract to a successor business as part of a restructuring of its business or to an Affiliate on written notice to the Customer. Supplier shall be permitted to use subcontractors in the provision of the Subscription Research Services and AI Services.

11. Regulated Activities and Complaints Procedure

11.1. For the latest information regarding regulated activities and the Supplier’s complaints procedure, please go to: https://www.lcp.com/media/4f1fx1ge/appointment-tcs-regulatory-wording.pdf.

11.2. The Customer’s countersigning of this Contract constitutes Customer’s prior permission for Supplier to contact Customer regarding regulated activities and to suggest that Customer seek the services of authorised third parties, which may include organisations associated with the Customer.

12. Compliance

12.1. Each party will comply with such anti-bribery, anti-corruption and anti-money laundering laws as may from time to time be applicable to it in its own jurisdiction and relevant to its receipt or provision (as applicable) of the services under the Contract.

12.2. Each party will comply with such laws in relation to modern slavery and anti-trafficking of people as may from time to time be applicable to it in its own jurisdiction and relevant to its receipt or provision (as applicable) of services under the Contract.

12.3. Each party undertakes not to commit nor to facilitate tax evasion prohibited by any laws that may from time to time be applicable to it in its own jurisdiction and relevant to its receipt or provision (as applicable) of services pursuant to the Contract.

13. General

13.1. Client identification and due diligence. Customer acknowledges that Supplier will, where required verify the identity of its customers for due diligence purposes and will retain records of any identification documents obtained in the course of this exercise. No business can be conducted with Supplier until it is satisfied that it has obtained sufficient verification, and this may require Customer to provide the Supplier with information that Supplier will specify at the time.

13.2. Conflict of interest. Supplier shall promptly notify the Customer if any conflict of interest arises in relation to its provision of the Services. Supplier may disclose to a third party the existence of this Contract and the general nature of the Subscription Research Services, where Supplier or any individual partner (ie member), consultant or employee of the Supplier has a professional obligation to make such disclosure.

13.3. Notices. Any notice given in connection with this Contract shall be given in English and in writing and shall only be valid if delivered personally or sent by pre-paid first-class post or other next working day delivery service or by commercial courier to the address specified above or the email address in the Order (in the case of Supplier) and to the address or email address in the Order (in the case of the Customer). Either party may designate a different address or email address to which notices should be sent by notice to the other given in accordance with this clause.

13.4. Conflict. If any provision of these Conditions conflicts with or is inconsistent with any provision of an Order, then the Order shall take precedence (save in the case of a variation to these Conditions which is made subsequent to an Order). These Conditions and the Order shall take precedence over any document referred to within them, including Supplier’s proposal document.

13.5. Third Party Rights. No provision of this Contract is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.6. Entire Agreement. This Contract constitutes the entire agreement between the parties. This Contract supersedes all previous agreements, understandings and arrangements between the parties (including for the avoidance of doubt, any confidentiality agreement), whether in writing or oral, in respect of its subject matter. Each party acknowledges that it has not entered into this Contract in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out in this Contract, except in the case of fraudulent misrepresentation. Neither party will have any claim for innocent or negligent misrepresentation on the basis of any statement in this Contract.

13.7. Website terms. Where Services are delivered to the Customer via a website then the Customer’s use of and access to such Services shall be subject to Supplier’s standard website terms of use and privacy policy.

13.8. Existing Appointment Letter. If you have an existing appointment letter with Lane Clark & Peacock LLP for pensions, investment, insurance or other consulting services (other than energy consulting) then that appointment letter is unaffected by this Contract unless otherwise stated in the Order. If you have an existing contract with Delta Energy and Environment Ltd for consulting services, or for subscription research services other than the Services covered by this Contract then that contract is unaffected by this Contract unless otherwise stated in the Order.

13.9. Electronic Communications and Digital Data. Supplier will employ appropriate security measures to its electronic communications and storage of digital data, information and material in order to mitigate the risk of unauthorised access and malware infection. The Supplier’s security measures may include scanning emails and attachments. Scanning may occasionally delay or filter out emails, affecting delivery to the intended recipient. If Customer suspects that a message has not been received, please follow up by phone. Supplier cannot guarantee that all electronic communications will be free from harmful elements, nor that all digital data, information and material will be free from unauthorised access by third parties. Supplier will not be responsible for restoring any digital data, information or material that is the subject of a ransomware attack (or similar), and Supplier expects the Customer to retain a copy of data, information and material provided to us by Customer or any of the Customers Representatives, professional advisers or other third parties.

13.10. Governing Law and Jurisdiction. This Contract and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including any non-contractual obligations, disputes or claims) is governed by the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with the Contract, its subject matter or formation (including non-contractual disputes).