The following terms and conditions are incorporated into and form part of our contract with you. They can only be varied with our agreement and all variations must be recorded in writing signed by an authorised representative of the Company.
The “Company” “us” “our” “we”
Lloydmasters Consulting Ltd and its employees directors agents contractors and any third party carrying out any work to be performed under the Contract.
The “Customer” The “Client” “you”
The part for whom the work to be performed under the Contract is to be carried out.
The amount exclusive of value added tax we will receive from you for the Work.
Our offer to you to carry out the agreed Work on the terms and conditions agreed.
These terms and conditions including any variations which we have agreed with you.
The detailed specification for work agreed by us with you.
Any part of the Work that consists of any analysis report or summary whether or not it is in writing.
These Conditions apply to the Contract and supersede all other conditions issued by either party.
If any other conditions could apply to the Contract the Contract is varied by these Conditions which shall apply and supersede all other conditions.
3. The Work
Our Work will be agreed with you at the beginning of the Contract, whenever possible. We will normally prepare a specification based upon our understanding of your requirements. Once the specification has been agreed with you we will carry out our Work in accordance with it.
If we agree to vary the specification or carry out additional work which is not included in the original specification all Work is subject to the Conditions.
If our Work is developmental and a specification cannot be agreed at the beginning of the Contract we will submit our Work Product to you at reasonable intervals or from time to time as agreed with you.
If our Work consists of “facilitation” we will design a suitable course but we will not deliver the course unless we agree that we will. If we deliver a course you agree to pay our additional Charges for delivering the course.
We will use our reasonable efforts to carry out the Work and deliver Work Product to you in accordance with any timetable we discuss with you.
Any timetable is based upon our judgment of the amount of time it will take us to gather all the information that we require to complete the Work. It is therefore only an estimate and is not guaranteed.
You agree to give us unrestricted and timely access to any of your employees and third parties who we consider can provide us with information we require to carry out the Work.
5. Intellectual Property
Unless otherwise expressly agreed by us in writing we will own all intellectual property rights of whatever kind in the Work which we agree to perform and deliver to you. You may however use the Work Product for the sole purpose of your business (the “purpose”).
You may not use the Work for any other purpose or make it available directly or indirectly to any party not named in the contract.
6. Work Product and Copying
We will normally deliver our Work Product to you on a CD or using other electronic media agreed with you. We will agree the number of copies we will supply to you.
Additional copies of the Work Product can be supplied to you on a basis to be agreed by us.
You may not use any Work Product outside of the United Kingdom unless we agree that you can in writing. You agree to pay additional Charges for using Work Product outside of the United Kingdom.
You may not copy the Work Product or convert the Work Product into any other format whatsoever unless we agree you can in writing.
We will treat all information provided to us after the beginning of the contract and in connection with the Work as confidential.
Our confidentiality obligation does not apply to information that:
a) we receive from third parties
b) is in the public domain at the time of the disclosure
c) we are ordered to disclose pursuant to an order of any court or tribunal of competent jurisdiction or pursuant to statute.
You will not disclose the Work Product or any part thereof to any party not a party to the Contract without our prior approval in writing. We reserve the right to levy additional Charges in connection with such disclosure.
8. Use of Subcontractors
We sometimes use the services of subcontractors in connection with carrying out the Work and you agree that we may do so.
You remain liable to pay us our Charges when we use subcontractors.
We will be liable for the acts and omissions of our subcontractors to the same extent that we are liable to you under the Conditions.
Unless otherwise agreed our Charges are determined having regard to a schedule of charge rates that we agree with you. Each charge rate reflects the seniority and experience of the consultant selected by us to carry out the Work.
If the Work changes or we agree to carry out any additional Work you agree to pay additional Charges.
If we have agreed that our Charges will include a “success fee” we will agree with you the success criteria that must be achieved by us.
We review our charge rates from time to time and may ask to re-negotiate our charge rates with you following such a review.
All our Charges are quoted exclusive of value added tax which will be added at the appropriate rate.
10. Administration Fee
In addition to our Charges we add an administration fee to all our invoices. We may vary the administration fee from time to time.
11. Disbursements and Expenses
Unless our Charges are expressly stated to include disbursements and expenses we will charge disbursements and expenses in addition to our Charges.
We will show the total of all disbursements and expenses separately on our invoice.
We will endeavour (so far as possible) to provide invoices for disbursements or receipts for expenses having a value of twenty pounds or more.
Our failure to provide invoices or receipts for properly recoverable disbursements or expenses shall not affect our entitlement to receive payment for disbursements or expenses properly incurred. Where we cannot provide invoices or receipts we will provide any other evidence available.
12. Invoicing and Payment
We will invoice you in accordance with any agreed billing schedule. Where we do not have an agreed billing schedule we may submit our invoices for payment from time to time.
Our invoices must be paid in full within seven days of the invoice date unless we agree something different with you.
If our invoices are not paid on time we have the right to charge you interest in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 and Regulations.
In the event that our Charges are unpaid for seven days we may suspend further performance of the Work until our Charges are paid in full. During any period of suspension we will not be required to deliver any Work Product to you.
13. Liability and Indemnity
We do not limit our liability for death or personal injury caused by our negligence.
Because achieving any anticipated profits benefits or savings is dependant on many factors including factors which are beyond our control we do not guarantee any particular profit benefits or savings will result from the Work or Work Product and we will not be liable to you in respect thereof.
Our liability for damage or destruction of your property or goods is limited to the amount required to reimburse you with your insurance deductible or policy excess up to a maximum of fifty thousand pounds per incident or series of connected incidents. In the event that you do not have insurance to cover the damage or destruction of property then our liability is limited to a maximum of fifty thousand pounds.
Our liability in respect of an alleged breach of copyright or other third-party intellectual property rights is limited to a maximum of seventy-five thousand pounds.
Our total liability arising out of or in connection with this Contract will not exceed an amount equal to the Charges that we actually received from you for carrying out the Work in the twelve months prior to the event causing the liability.
You agree to indemnify us in full for any damages or liabilities that we incur as a result of carrying out the Work.
We maintain the usual insurances for our type of business including professional indemnity insurance which includes certain limitations and exclusions which are binding on you.
You agree not to solicit with offers of employment or otherwise any of our employees, directors or subcontractors for a period of twelve months following the date on which the Work is completed.
In the event that any of our employees, directors or sub-contractors are employed by you in breach of this obligation you will pay us as liquidated damages an amount equivalent to one year’s salary of our former employee, director or sub-contractor.
16. Force Majeure
A party to the Contract is excused performance or further performance of its obligations under the Contract in the event that it is prevented from performing under the Contract (excluding an obligation to pay any sum of money due under the Contract) by circumstances beyond its reasonable control without any negligence on its part.
A party intending to rely on this provision must give the other party at least seven days notice of the event relied on time being of the essence.
17. Breach and Waiver
In the event that you are in breach of any of the Conditions we may waive our rights in connection with that breach without affecting our rights in connection with any other breaches.
18. Alternative Dispute Resolution
In the event we have a dispute with you or you have a dispute with us (other than in connection with payment of the Charges) you or us will notify the other party in writing sating the nature of the dispute.
If the dispute is not resolved within thirty days or such other period as we agree then either party may request the other party agrees to mediation or arbitration.
Each party shall pay their own costs of mediation or arbitration irrespective of the result of the mediation or arbitration.
19. Termination by Us
We may terminate the Contract with you without any liability whatsoever in the following circumstances:
a) payment of our Charges is in arrears for at least thirty days
b) we have been unable to reach agreement with you in connection with our request to re-negotiate our charge rates
c) notice in writing (“Notice”) of not less than twenty days is given by us.
20. Termination by You
You may terminate the Contract by giving us Notice of not less than four weeks.
You will be liable to pay our Charges for the Work we have carried out to the date of termination. If we do not receive Notice from you we are entitled to receive our Charges in full.
21. Effects of Termination
In the event the Contract is terminated on Notice no further performance of the Works will be required by us.
All Charges (including disputed Charges) will be payable in full immediately. If any disputed Charges are repayable we will repay them to you within fourteen days.
Upon our Charges being paid in full we will deliver any completed Work Product to you within fourteen days.
The following clauses will continue to be binding notwithstanding the Contract is terminated i.e. clause 6, 7, 13, 15, 21 and 23.
22. Law and Jurisdiction
The Contract will be interpreted and any disputes resolved in accordance with English Law as applied in England by the courts.
Any Notice to be given pursuant to the Conditions or otherwise must be in writing and may be sent by electronic mail to your usual contact. In all circumstances copy of a Notice must be posted using first class ordinary post to the latest business address of the recipient.
Any notice period will end at 4:00pm on the last date mentioned in the Notice.
The Contract including the Conditions sets out all the terms of our relationship. All other terms whether implied by statute or in any other way are expressly excluded to the fullest extent permitted by the law.
In the event that any part of the Conditions are illegal or not enforceable for any reason whatsoever all other parts of the Conditions remain fully enforceable.
25. Overseas Assignments
In the event that we are requested to carry out the Work outside of the United Kingdom you will be liable for the following additional costs of:
a) airline tickets (for any flight lasting at least five hours we can charge for a business-class seat)
b) visas and other travel documents
d) ill-health and medical insurance cover
e) telephone calls to the United Kingdom
f) food and drink
g) other costs incurred whilst outside the United Kingdom.