1 Definitions

In this Agreement, the following words shall have the following meanings:
Consultant, Commencement Date, Completion Date, Fees, Named Consultant, Notice Period, Reports, Services
have the meanings given overleaf;
means the contract between the Parties, which is formed when You accept the provisions set out, and referred to, on this page and overleaf;
Background Information
(a) all materials, reports and all technical and other information known to either of the Parties at the date of this Agreement, together with
(b) all intellectual property rights, either owned by or licensed to the Parties at the date of this Agreement, and
(c) all materials, reports and all technical and other information and intellectual property rights owned by or licensed to the Parties which is not Foreground Information;
means the person or organisation who is to receive the Services, and who will pay for those Service;
Foreground Information
means all materials, reports and all technical and other information, results, designs, inventions and other matter capable of intellectual property protection which is created, conceived, developed, written, first reduced to practice or writing or developed in whole or in substantial part in the course of providing the Services;
means the goods we shall buy for you and which you will pay for
means the Consultant and the Client, and Party shall mean either one of them; and

2 Duration and termination

2.1 We shall provide the Services in consideration for You paying the Fees, subject to the provisions of this Agreement.
2.2 This provision of the Services shall commence on the Commencement Date and shall be completed by the Completion Date.
2.3 We shall use reasonable endeavours to complete the Services by the Completion Date, but time will not be of the essence. We will give You reasonable notice which may make it impracticable for Us to carry out the Services in accordance with any agreed timetable.
2.4 Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party (Other Party). The notice will take effect as specified in the notice:
2.4.1 if the Other Party is in material breach of its obligations under this Agreement. If the breach is capable of remedy within 30 days, the breach is not remedied within 30 days by the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or
2.4.2 if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

2.5 On termination of this Agreement, You shall pay:
2.5.1 for all Services provided up to the date of termination, and
2.5.2 for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by Us for the performance of the Services prior to the date of termination;
2.5.3 where the Services include attendance at your premises and you have cancelled the contract within 7 days of the scheduled attendance, a cancellation sum calculated at the applicable day rate for the cancelled attendance;
2.5.4 If the Fee payable is a fixed price then we will charge for our Services up to the date of termination by reference to the time spent on the matter at a rate of £80 per hour.

3 Location

We shall provide the Services in such places and locations as We consider appropriate.

4 Fee rates based on time spent

Where the Fees are calculated on a time spent basis, the following applies:
4.1 a ‘day’ will mean a period of 8 hours. This will include the time spent in travelling to and from the place where the Services are performed. Where the work carried out in performing the Services exceeds the period of 8 hours, that period shall be charged at the pro-rated rate for a day.
4.2 where the Fees are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis.

5 Fees and payment of Fees

5.1 The payment of the Fees shall be calculated in accordance with agreed quotation and shall be made by the time specified in our payment terms and in accordance with the payment provisions set out in this clause 5.

5.2 We are permitted to charge for all costs and expenses incurred in performing the Services, including but not limited to travelling, photocopying, accommodation, subsistence, courier services and postage. Such charges will be in addition to any Fees.
5.3 All amounts stated are exclusive of VAT and any other applicable taxes which will be charged in addition at the rate in force at the time payment is required. Payments shall be made in Sterling in accordance with the instructions set out in Our invoice.
5.4 When making a payment please quote relevant reference numbers and the invoice number.

6 Goods

6.1 Where, as part of providing the services you decide to order Goods from Us, these will be provided on the terms as set out in Our terms and conditions for the supply of goods save that:
6.1.1 the contract for the purchase of those goods will be made when We have sent to you an order confirmation
6.1.2 we may waive the requirement for payment in advance before sending an order confirmation and in such circumstances, payment will be required within 14 days of you receiving an invoice for those goods.

7 Client’s obligations

During the performance of the Services You will:
7.1 co-operate with the Us as We reasonably require;
7.2 provide the information and documentation that We reasonably require;
7.3 make available to Us such facilities as We reasonably require;
7.4 provide all relevant information relating to site conditions and working practices;
7.5 ensure that conditions on site are sufficient to enable Us, Our employees and Sub-contractors to carry out the Services without risk of injury to any person or damage to any property; and
7.6 ensure that the Your staff and agents co-operate and assist Us.

8 Information

8.1 We shall be entitled to rely on the accuracy of any data, information and statements provided by You and shall have no liability for any errors or defects in the provision of the Services if such errors or defects were caused by such data, information and/or statements being incorrect or inaccurate.

9 Confidentiality

9.1 Each Party (Receiving Party) shall keep the confidential information of the other Party (Supplying Party) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
9.2 The obligations of clause 9.1 shall not apply to any information which:
9.2.1 was known or in the possession of the Receiving Party before the Supplying Party provided it to the Receiving Party;
9.2.2 is, or becomes, publicly available through no fault of the Receiving Party;
9.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
9.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
9.2.5 is required to be disclosed by order of a court of competent jurisdiction.
9.3 This clause 9 shall survive termination of this Agreement for a period of 5 years.

10 Intellectual property

10.1 All Background Information used in connection with the provision of the Services shall remain the property of the Party who provides it.
10.2 We shall disclose to You all Foreground Information that We generate.
10.3 All Foreground Information that we generate which is for the purpose of providing the Services shall be Your property.
10.4 Foreground Information that we generate and which is not for the purpose of providing the Services shall belong to Us.

11 Warranties, liability and indemnities

11.1 We warrant that we will use reasonable care and skill in performing the Services to the standard generally accepted within the industry, sector or profession in which We operate for the type of Services provided.
11.2 If We perform the Services (or any part of the Services) negligently or materially in breach of this Agreement, then, if requested by You, We will re-perform the relevant part of the Services, subject to clauses 11.4 and 11.5 below. Your request must be made within 1 months of the Completion Date or the date We completed performing the Services.
11.3 We provide no warranty that any result or objective can or will be achieved or attained at all or by a given completion date or any other date, whether stated in this Agreement or elsewhere.
11.4 Except in the case of death or personal injury caused by Our negligence, Our liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the amount, if any, recoverable by Us under any professional indemnity insurance policy. We currently hold professional indemnity insurance cover with a limit of indemnity of £2million in the aggregate for costs and expenses
11.5 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

12 Provision of Reports

We will provide the Reports at such times and in the format as specified in our quotation.

13 Force majeure

Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.

14 Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

15 Assignment

Neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party.

16 Privacy

You acknowledge and agree to be bound by the terms of our privacy policy/GDPR policy.

17 Entire agreement

This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

18 Notices

Any notice to be given under this Agreement shall be in writing and shall be sent by first class mai. Notices will be deemed to have been received 3 working days after posting.

19 Law and jurisdiction

The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the jurisdiction of the English courts to which the Parties submit.

20 Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.