1. Services
The Consultancy will provide services as agreed in a Letter
of Engagement / Quotation, so far as is reasonably
practicable within any agreed timescale, and with all proper
skill and care. As an independent professional, the
Consultancy will not require or be subject to supervision,
direction or control as to its daily activities or the manner of
performance thereof, and itself accepts the responsibility for
the proper provision of Services. The Consultancy is
responsible for maintaining reasonable continuity in
personnel providing Services on its behalf, but reserves the
right in its sole discretion to make changes from time to
time; no additional charge will be made for any handover
period, and the Consultancy remains responsible for
Services performed by any individual on its behalf.
2. Copyright and Intellectual Property Rights
‘Deliverable’ means a work produced by the Consultancy in
the course of Services for delivery to the Client. Where preexisting
works are incorporated in any Deliverable, the
Client has non-exclusive irrevocable world-wide royalty free
licence to use modify and distribute such pre-existing works,
but only as part of the Deliverable; all other rights in the preexisting
works are reserved. Subject thereto, all rights in any
Deliverable pass to the Client upon payment of all fees due
to the Consultancy which relate to that Deliverable, and the
Consultancy will execute a formal assignment thereof on
request by the Client.
3. Charges and Payment
3.1 Estimates are subject to change if based on incorrect
information provided by the Client, or if any specified
dependencies / facilities are not available on time, or if
any equipment required to be provided by the Client
fails to operate correctly (save where the engagement
itself is for the repair thereof).
3.2 All sums due shall be invoiced and paid as specified in the Letter of Engagement / Quotation. The Client will pay the Consultancy’s invoices within 14 days, plus VAT. Unless otherwise specified, where payment is on a time and materials basis, the Consultancy may invoice monthly.
3.3 If any of the Consultancy’s invoices becomes overdue, the Consultancy may suspend provision of Services, and any agreed timescale will be automatically extended; the Consultancy may also terminate an engagement at any time when any payment is more than 7 days overdue.
4. Liability
Neither party excludes liability for death, personal injury,
fraud, repudiatory breach, or otherwise where it is not lawful
to do so. Subject thereto
4.1 neither party shall be liable for any loss or damage in excess of the higher of (a) 100,000, and (b) 125% of the total fees payable in respect of an engagement;
4.2 each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings; and
4.3 any liability or remedy for innocent or negligent (but not fraudulent) misrepresentation is expressly excluded.
5. Termination
Either party may terminate any engagement by one month’s
written notice to the other, or by immediate written notice if
the other is in material breach or if the other becomes insolvent.
6. Non-poaching of staff
Neither party will engage, employ or otherwise solicit for
employment any person who during the previous 12 months
was an officer, employee, partner, or sub-contractor of the
other and with whom such party had material contact in
connection with any engagement, until 6 months after the
end of that engagement.
7. Terms
A contract for an engagement formed on the basis of a
Letter of Engagement / Quotation referencing these terms is
governed only by these terms and by no others, except
where both parties expressly agree in writing. In particular, it
is agreed that any Purchase Order or other such document
from the Client is intended for the Client’s own
administrative purposes only, and that notwithstanding its
wording, neither a Purchase Order nor its content will have
any legal effect. Save to the extent expressly provided, all
conditions, warranties or other terms implied by statute or
common law are hereby excluded to the fullest extent
permitted by law.
8. Confidentiality
Unless the parties have signed a separate agreement
containing more specific provisions in relation to
confidentiality (in which case the provisions of such
agreement will continue to apply in lieu of this clause), each
party will keep any confidential information disclosed by the
other secret. Neither party may use or take advantage of
any such confidential information without the discloser’s
consent, even after the end of an engagement. This
obligation does not apply to (i) information known to the
receiver before disclosure by the other party, and free of any
obligation of confidentiality, or (ii) information independently
developed or acquired by the receiver, without reference or
access to the discloser’s confidential information, and free of
any obligation of confidentiality, or (iii) information which
becomes public knowledge without fault on the part of the
receiver, or (iv) disclosures made to the extent required by
some applicable legal or regulatory requirement.
9. Status
The Client is a client of a business undertaking carried on by
the Consultancy, and it is not the intention of either to create
or allow to arise any employee/employer relationship
between the Client and any individual providing Services on
behalf of the Consultancy.
10. Agency Workers Regulations 2010 (‘AWR’)
The Consultancy is a business carried on by (and
substantially owned by) the individual(s) who it is envisaged
will have primary responsibility for the provision of the
Services. If any supervision and direction of any individual
providing Services on behalf of the Consultancy is required,
the Consultancy is responsible for providing such
supervision and direction. No individual providing Services
on its behalf will work under the supervision and direction of
the Client. The understanding and intention of all parties is
that no individual providing Services on behalf of the
Consultancy will be an ‘agency worker’, within the meaning
of AWR, and that AWR will not apply in respect of any
engagement under these Terms.
11. Law
These terms are governed by the laws of England & Wales,
whose courts shall have sole jurisdiction in relation to all
matters arising.
Terms of Business © PCG Ltd 2005-12; licensed for use provided source acknowledged, all other rights reserved; produced by Egos Consultancy Ltd for PCG
Registered Office 376 The Meadway, Tilehurst, READING RG30 4NX
Registered in England & Wales as Andrew Young Technology Ltd
Registered No 5655449
VAT registered number 881626404