Ts&Cs

Terms and Conditions

 

Terms & Conditions


1 Interpretation

1.1 In these Conditions:

"CLIENT" means the person named on the Specification  Sheet for whom the Business Consultant has agreed to provide the  Specified Service in accordance with these Terms;

"CONTRACT" means the contract for the provision of the Specified Service;

"DOCUMENT" includes, in addition to a document in  Writing, a map, plan, design, drawing, picture or other image, or any  other record of any information in any form;

"INPUT MATERIAL" means any Documents or other  materials, and any data or other information provided by the Client  relating to the Specified Service;

"OUTPUT MATERIAL" means any Documents or other  materials, and any data or other information provided by the Business  Consultant relating to the Specified Service;

"SPECIFICATION SHEET" means the sheet/email to which these Terms are appended to or referred by;

"SPECIFIED SERVICE" means the service to be provided by the Business Consultant for the Client and referred to in the Specification Sheet;

"BUSINESS CONSULTANT" means Assentire Limited (registered in England under number 07440448);

"BUSINESS CONSULTANT'S STANDARD CHARGES" means the  charges shown in the Business Consultant's brochure or other published  literature relating to the Specified Service from time to time.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation. 


2 Supply of the Specified Service

2.1 The Business Consultant shall provide the  Specified Service to the Client subject to these Terms. Any changes or  additions to the Specified Service or these Terms must be agreed in  Writing by the Business Consultant and the Client.

2.2 The Client shall at its own expense supply the  Business Consultant with all necessary Documents or other materials, and  all necessary data or other information relating to the Specified  Service, within sufficient time to enable the Business Consultant to  provide the Specified Service in accordance with the Contract. The  Client shall ensure the accuracy of all Input Material.

2.3 The Client shall at its own expense retain  duplicate copies of all Input Material and insure against its accidental  loss or damage. The Business Consultant shall have no liability for any  such loss or damage, however caused. All Output Material shall be at  the sole risk of the Client from the time of delivery to or to the order  of the Client.

2.4 The Specified Service shall be provided in  accordance with the Specification Sheet and otherwise in accordance with  the Business Consultant's current brochure or other published  literature relating to the Specified Service from time to time, subject  to these Terms.

2.5 Further details about the Specified Service, and  advice or recommendations about its provision or utilisation, which are  not given in the Business Consultant's brochure or other promotional  literature, may be made available on Written request.

2.6 The Business Consultant may correct any  typographical or other errors or omissions in any brochure, promotional  literature, quotation or other document relating to the provision of the  Specified Service without any liability to the Client.

2.7 The Business Consultant may at any time without  notifying the Client make any changes to the Specified Service which are  necessary to comply with any applicable safety or other statutory  requirements, or which do not materially affect the nature or quality of  the Specified Service.


3 Charges

3.1 Subject to any special terms agreed, the Client  shall pay the Business Consultant's Standard Charges and any additional  sums which are agreed between the Business Consultant and the Client for  the provision of the Specified Service or which, in the Business  Consultant's sole discretion, are required as a result of the Client's  instructions or lack of instructions, the inaccuracy of any Input  Material or any other cause attributable to the Client.

3.2 The Business Consultant shall be entitled to vary  the Business Consultant's Standard Charges from time to time by giving  not less than three months' Written notice to the Client.

3.3 All charges quoted to the Client for the  provision of the Specified Service are exclusive of any Value Added Tax,  for which the Client shall be additionally liable at the applicable  rate from time to time.

3.4 The Business Consultant shall be entitled to  invoice the Client following the end of each month in which the  Specified Service is provided, or at other times agreed with the Client.

3.5 The Business Consultant's Standard Charges and  any additional sums payable shall be paid by the Client (together with  any applicable Value Added Tax, and without any set‑off or other  deduction) within 15 days of the date of the Business Consultant's  invoice.

3.6 If payment is not made on the due date, the  Business Consultant shall be entitled, without limiting any other rights  it may have, to charge interest on the outstanding amount (both before  and after any judgment) at the rate of 4% above the base rate from time  to time of Barclays Bank Plc from the due date until the outstanding  amount is paid in full.


4 Rights in Input Material and Output Material

4.1 The property and any copyright or other intellectual property rights in:

4.1.1 any Input Material shall belong to the Client

4.1.2 any Output Material shall, unless otherwise  agreed in Writing between the Client and the Business Consultant, belong  to the Business Consultant, subject only to the right of the Client to  use the Output Material for the purposes of utilising the Specified  Service.

4.2 Any Input Material or other information provided  by the Client which is so designated by the Client and any Output  Material shall be kept confidential by the Business Consultant, and all  Output Material or other information provided by the Business Consultant  which is so designated by the Business Consultant shall be kept  confidential by the Client; but the foregoing shall not apply to any  Documents or other materials, data or other information which are public  knowledge at the time when they are so provided by either party, and  shall cease to apply if at any future time they become public knowledge  through no fault of the other party.

4.3 The Client warrants that any Input Material and  its use by the Business Consultant for the purpose of providing the  Specified Service will not infringe the copyright or other rights of any  third party, and the Client shall indemnify the Business Consultant  against any loss, damages, costs, expenses or other claims arising from  any such infringement.

4.4 Subject to paragraph 4.3, the Business Consultant  warrants that any Output Material and its use by the Client for the  purposes of utilising the Specified Service will not infringe the  copyright or other rights of any third party, and the Business  Consultant shall indemnify the Client against any loss, damages, costs,  expenses or other claims arising from any such infringement.

4.5 The Client may provide the Business Consultant  with confidential material relating to his business and employees. The  Business Consultant agrees to keep this information confidential and not  to disclose it to any third party. This does not apply to information  that is:

4.5.1 trivial or obvious;

4.5.2 already in its possession other than as a result of a breach of this clause;

4.5.3 in the public domain other than as a result of a breach of this clause;

4.5.4 required to be disclosed by any court or  governmental, administrative or regulatory authority competent to  require such disclosure; or

4.5.5 required to be disclosed by any applicable law or regulation.


5 Warranties and Liability

5.1 The Business Consultant warrants to the Client  that the Specified Service will be provided using reasonable care and  skill and, as far as reasonably possible, in accordance with the  Specification and at the intervals and within the times referred to in  the Specification Sheet. Where the Business Consultant supplies in  connection with the provision of the Specified Service any goods  (including Output Material) supplied by a third party, the Business  Consultant does not give any warranty, guarantee or other term as to  their quality, fitness for purpose or otherwise, but shall, where  possible, assign to the Client the benefit of any warranty, guarantee or  indemnity given by the person supplying the goods to the Business  Consultant.

5.2 The Business Consultant shall have no liability  to the Client for any loss, damage, costs, expenses or other claims for  compensation arising from any Input Material or instructions supplied by  the Client which are incomplete, incorrect, inaccurate, illegible, out  of sequence or in the wrong form, or arising from their late arrival or  non‑arrival, or any other fault of the Client.

5.3 Except in respect of death or personal injury  caused by the Business Consultant's negligence, or as expressly provided  in these Terms, the Business Consultant shall not be liable to the  Client by reason of any representation (unless fraudulent), or any  implied warranty, condition or other term, or any duty at common law, or  under the express terms of the Contract, for any loss of profit or any  indirect, special or consequential loss, damage, costs, expenses or  other claims (whether caused by the negligence of the Business  Consultant, its servants or agents or otherwise) which arise out of or  in connection with the provision of the Specified Service or their use  by the Client, and the entire liability of the Business Consultant under  or in connection with the Contract shall not exceed the amount of the  Business Consultant's charges for the provision of the Specified  Service, except as expressly provided in these Terms.

5.4 The Business Consultant shall not be liable to  the Client or be deemed to be in breach of the Contract by reason of any  delay in performing, or any failure to perform, any of the Business  Consultant's obligations in relation to the Specified Service, if the  delay or failure was due to any cause beyond the Business Consultant's  reasonable control.


6 Termination

6.1 The Client shall be entitled to terminate the  Contract at any time by giving not less than three months' Written  notice to the Business Consultant.

6.2 Either party may (without limiting any other  remedy) at any time terminate the Contract by giving Written notice to  the other if the other commits any breach of these Terms and (if capable  of remedy) fails to remedy the breach within 30 days after being  required by Written notice to do so, or if the other goes into  liquidation, becomes bankrupt, has a receiver appointed, makes a  composition or voluntary arrangement with its creditors or enters  administration, or a moratorium comes into force in respect of the other  (within the meaning of the Insolvency Act 1986).


7 General

7.1 These Conditions (together with the terms, if  any, set out in the Specification Sheet) constitute the entire agreement  between the parties, supersede any previous agreement or understanding  and may not be varied except in Writing between the parties. All other  terms, express or implied by statute or otherwise, are excluded to the  fullest extent permitted by law.

7.2 A notice required or permitted to be given by  either party to the other under these Terms shall be in Writing  addressed to the other party at its registered office or principal place  of business or such other address as may at the relevant time have been  notified pursuant to this provision to the party giving the notice.

7.3 No failure or delay by either party in exercising  any of its rights under the Contract shall be deemed to be a waiver of  that right, and no waiver by either party of any breach of the Contract  by the other shall be considered as a waiver of any subsequent breach of  the same or any other provision.

7.4 If any provision of these Terms is held by any  court or other competent authority to be invalid or unenforceable in  whole or in part, the validity of the other provisions of these Terms  and the remainder of the provision in question shall not be affected.

7.5 Any dispute arising under or in connection with  these Terms or the provision of the Specified Service shall be referred  to arbitration by a single arbitrator appointed by agreement.

7.6 English law shall apply to the Contract, and the  parties agree to submit to the non‑exclusive jurisdiction of the English  courts.

Image Credits

1. Knightsbridge, London by Nikos Koutoulas. Used under the creative commons license. Source https://goo.gl/j4taIG

2. London City Hall Helical staircase by David Iliff. Used under the creative commons license. Source https://goo.gl/6teOkD 

Assentire Ltd  Company No. GB:07440448