STANDARD TERMS AND CONDITIONS OF SALE
1. Acceptance of Terms
Acceptance of any quotation, proposal or instruction to commence work constitutes acceptance of these Terms and Conditions.
2. Fees and Payment
Invoices are payable within 21 calendar days of the invoice date unless otherwise agreed in writing.
The Consultant reserves the right to charge statutory interest and reasonable recovery costs on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
The Consultant reserves the right to suspend work until all outstanding invoices have been settled.
3. Expenses
Any agreed travel, accommodation, mileage, parking, venue hire or other project related expenses incurred on behalf of the Client will be charged at cost unless otherwise stated within the quotation.
4. Changes to Scope
Any work requested outside the agreed project scope will be quoted separately and may affect delivery timescales.
5. Client Responsibilities
The Client agrees to provide all information, approvals, access and decisions required to enable the Consultant to deliver the agreed services.
Delays caused by the Client may result in revised project timescales and additional consultancy charges where significant additional work is required.
6. Intellectual Property
All documents, systems, templates, training materials and intellectual property created by the Consultant remain the property of the Consultant until all invoices relating to the project have been paid in full.
Upon full payment, the Client receives a perpetual licence to use the completed work solely within their own business unless otherwise agreed in writing.
The Client may not reproduce, sell or distribute the Consultant's materials for commercial gain without prior written consent.
7. Confidentiality
Both parties agree to keep confidential any commercially sensitive information obtained during the course of the project and not disclose such information to any third party without prior written consent unless required by law.
8. Consultancy Services
The Consultant will use reasonable skill, care and diligence in providing the agreed services. Consultancy is advisory in nature and no guarantee is given regarding commercial performance, profitability or business outcomes.
9. Limitation of Liability
The Consultant's total liability arising from the provision of services shall not exceed the total fees paid under the relevant consultancy agreement.
The Consultant shall not be liable for any indirect or consequential losses including loss of profit, revenue, business opportunity or reputation.
10. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such delay results from circumstances beyond its reasonable control, including but not limited to severe weather, fire, flood, industrial disputes, acts of government or failure of utility services.
11. Project Cancellation
Either party may terminate the Consultancy Agreement by providing 30 days' written notice.
The Client shall remain liable for all consultancy fees relating to services completed up to the termination date together with any non cancellable third party costs incurred on the Client's behalf.
Where the notice period extends beyond the completion of scheduled consultancy work, the Client shall remain responsible for payment of the agreed fees due during the notice period.
Should the Client terminate the project with immediate effect or without providing the required notice, the Consultant reserves the right to invoice for:
- Consultancy work completed to date.
- Consultancy days reserved within the notice period.
- Any non recoverable third party costs or expenses.
Consultancy days cancelled or rescheduled with less than 10 working days' notice may be charged in full.
12. Retainer Services
Monthly retainers are payable in advance and secure the Consultant's availability throughout the agreed period.
Unused consultancy time does not roll forward unless agreed in writing.
Either party may terminate a retainer by providing 30 days' written notice.
13. Claims
Any complaint relating to the services provided must be submitted in writing within 14 days of the issue arising.
14. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales (or Scotland if preferred), and any disputes shall be subject to the exclusive jurisdiction of the appropriate courts.