TERMS AND CONDITIONS

Version 3

DEFINITIONS

“Agreement” This agreement between the parties for the provision of the Services.

“Client” The recipient or potential recipient of Services.

“Consultants” Persons with specialist skills provided by the Company as an integral part of “the Services”.

“Payments” The sums due to the Company in payment for providing the Services under the agreement.

“Services” The services to be provided by the Company (or any of its Consultants) to the Client from time to time under the terms of this agreement.

“Term” The period of the agreement during which The Company shall provide the Services.

“The Company” The Consultancy Company Limited situated at 9 Fenlock Court, Blenheim Office Park, Long Hanborough OX29 8LN.

In these terms and conditions:

(a) words importing the masculine gender include the feminine;
(b) words importing the feminine gender include the masculine;
(c) words in the singular include the plural and words in the plural include the singular.

1. RECITALS
1.1 The Company is in the business of supplying services which may include the provision of Consultants.
1.2 The Company wishes to assist the Client by providing the Services.
1.3 The parties have agreed in the manner hereinafter appearing.

2. GENERAL
2.1 All work carried out by the Company or any of its Consultants will be subject to these terms and conditions unless otherwise expressly agreed between the Company and the Client in writing.
2.2 No variation or alteration to these terms shall be valid unless approved in writing by a duly authorised director of the Client and a duly authorised director of the Company.
2.3 Where the context so admits the use of the singular shall include the plural and vice versa.

3. CONTRACTS
3.1 The Company shall from time to time supply Consultants to the Client.
3.2 Consultants to be supplied under this Agreement shall be subject to the absolute discretion of the Company having due regard to the needs of the Client. Notwithstanding the foregoing the Company undertakes to recognise any preference expressed by the Client and to endeavour to supply Consultants in accordance with such preference.
3.3 Subject to the prior consent of the Client, it is agreed that the obligations of the Company may be carried out by different Consultants from time to time and no Consultant shall be required to perform the services personally but a substitute Consultant may carry out the services instead from time to time.

4. PAYMENT
4.1 All Services may be carried out in phases and the Company will provide the Client with invoices at the address specified by the Client as agreed except for the first invoice which shall be paid by the Client before the commencement of any work.
4.2 All fees payable for the Services unless otherwise stated are exclusive of VAT other duties and taxes and out-of-pocket expenses and disbursements which are themselves payable in addition of any work.
4.3 Payment by the Client of the invoice shall be made by bank transfer within agreed payment terms or 30 days if no agreement.
4.4 In the event that the Client fails to make payment of any invoice within the period stipulated above the Company reserves the right without prejudice to any other rights it may have to interrupt the carrying out of the Services by itself or any of its Consultants until such time as the Client has met all its outstanding liabilities to the Company.
4.5 The Client may by notice in writing cancel the Agreement at any time before the end of the Term and shall thereupon be liable to pay the Company the full amount of any outstanding monies due. In the event of prior cancellation the following charges will apply:
Over 30 days notice 25% of total
Between 21 – 30 days notice 50% of total
Between 14 – 21 days notice 75% of total
Less than 14 days notice 100% of total
4.6 Should the completion of any phase of the Services be delayed for reasons within the control of the Company or the Consultants assigned to provide the Services the Company undertakes to continue to assign its resources to the provision of that phase of the Services until that phase is completed at no extra cost to the Client. Should the delay occur for reasons outside the control of the Company or the Consultants assigned to provide the Services by over one month the Company reserves the right to interrupt or terminate the assignment of its resources to the provision of that phase of the Services for such period as is reasonable and charge a postponement fee as follows:
Over 30 days notice 25% of fee payable
Between 21 – 30 days notice 50% of fee payable
Between 14 – 21 days notice 75% of fee payable
Less than 14 days notice 100% the fee payable
4.7 In consideration for the Services to be supplied under this agreement the Client undertakes promptly to pay the Company at the rate or rates to be agreed from time to time between them it being agreed that the services shall be charged for rates together with the addition of incidental expenses and Value Added Tax where appropriate.

5. DELIVERY OF DOCUMENTS
5.1 The Company shall upon termination of its engagement deliver to the Client all correspondence documents, specification papers and property belonging to the Client and supplied to the Company to enable it or any of its Consultants to supply the Services provided that the Company shall have no claim whatsoever in respect of the Services and that all the payments due to the Company shall have been received by it together with any interest accrued thereon.

6. EMPLOYMENT
6.1 If, during the course of or subsequent to, the delivery of a service the Client makes an offer of employment to the Consultant, a fee equivalent to 20% of the total annual remuneration and benefits package will be paid to the Company. Any outstanding monies due for other services will continue to be paid according to the agreement made at that time.

7. INTELLECTUAL PROPERTY
7.1 All intellectual property including copyrights, letters patent, trade marks, service marks, registered designs and utility models relating to the resources of the Company and used by it or its Consultants in the course of providing the Service to the Client shall remain at all times the exclusive property of the Company.

8. LIABILITY
8.1 Neither the Company nor any of its Consultants shall be liable to the Client for any loss damage costs or expenses incurred by the Client as a result of the implementation of any report or recommendations arising out of the provision to the Client of the Services.

9. EXCLUSIONS
9.1 While the Company strives to maintain the high standard and quality of the Services at all times neither The Company nor its Consultant provide the Services subject to any express or implied warranty condition representation or stipulation and the same whether arising hereunder or by statute or at Common Law are hereby excluded.

10. INTEREST
10.1 All sums due from the Client to the Company which are not paid on the due date shall bear interest from day to day at the rate of 7% over the annual base lending rate of Barclays Bank Plc.

11. RECEIPT
11.1 The receipt of money by the Company shall not be construed as an acceptance of such money as the correct amount due and owing to the Company.

12. FORCE MAJEURE
12.1 Both parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the provision of the Services impossible whereupon all money due under this agreement shall be paid immediately and in particular the Client shall immediately pay to the Company all arrears of Payments.

13. ASSIGNMENT
13.1 No assignment by the Client or the agreement or any part thereof shall be permitted without the Company’s prior approval in writing.

14. WAIVER
14.1 The failure by the Company to enforce at any time or for any period any one or more of the terms or conditions of the term and condition hereof shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions hereof.

15. DELIVERY IN INSTALMENTS
15.1 The Company reserves the right to deliver the Services in instalments and each instalment shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with the Contract or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated or to cancel any other instalments.

16. JURISDICTION
16.1 The construction validity and performance of this deed shall be governed by the Laws of England and Wales and each party submits to the non-exclusive jurisdiction of the English Courts. The failure of any party to insist upon strict adherence to one or more of the terms of this Agreement on one or more occasions shall not be construed as a waiver nor shall it operate to limit impair preclude cancel or otherwise effect the party’s right or remedies.
16.2 To the extent that any provision or provisions of this Agreement shall prove to be unenforceable at law all other provisions shall remain in full force and effect and if a provision would be unenforceable at law but enforceable if any limit of time or distance were reduced that provision shall be re-constructed as containing such maximum limits as would enable it to be enforceable at law.
16.3 If you are a Partner in an unincorporated Partnership or an unincorporated Sole Trader your data will be transferred to our financiers for the purpose of providing finance.  Their details are available on request.