All contracts for the provision of services by ChangePlan Ltd as set out in our initial proposal or offer letter shall be deemed to be made upon and subject to these Terms of Business. Brochures and other advertising material shall not form part of the contract. No variation of or addition to these Terms of Business shall form part of any contract unless specifically expressed and accepted by the parties in writing. Any variation or extension of the work done by ChangePlan Ltd not covered in the proposal or offer letter will be the subject of separate arrangements with the client and confirmed in writing. All contracts shall be governed by and construed in accordance with the law of England and the Client hereby agrees to accept the non-exclusive jurisdiction of the English Courts.
Each party undertakes not to print, publicise or disclose to any third party any confidential information relating to the other party or its operations without the prior consent of the other party. ChangePlan Ltd agrees to be similarly bound in respect of its involvement with the provision of the Consultancy Service.
I. Fees are quoted and charged on the basis of time spent by the particular grade of consultant employed on the work including an agreed allocated time spent by that consultant travelling to and from the Client's premises in excess of the normal travelling time to the ChangePlan Ltd office or otherwise travelling on the Client's affairs. (normal accepted travel time to office is 1 hour each way).
II. Fees are quoted and charged on the basis of a eight hour working day. Parts of a day and excess hours are charged on a proportionate basis.
III. Overtime worked between 21.00 and 7.00 hours and overtime worked on Saturdays and Sundays and statutory holidays will be charged at twice the normal rate.
IV. Statements as to the total work time or total charges which will be involved in providing specified services can be provided on request.
V. Our obligation for fulfilling a particular contract are as estimates only and whilst every effort will be made to assure their accuracy no liability is accepted in respect thereof.
VI. Without prejudice to the foregoing, if during the course of rendering services or carrying out a contract circumstances arise which make it clear that an estimate of total work time or total charges previously given will prove to be a material underestimate, ChangePlan Ltd will endeavour to give the Client written notice specifying the circumstances concerned, stating the additional work required and estimating the increase in total work time or total charges which will result.
VII. Any fees quoted are based on rates current at the time of quotation. Fees will be charged on the basis of rates from time to time current during the carrying out of the contract. In the event of any increase in the rates of fees, ChangePlan Ltd shall give reasonable notice of the increase(s) and the date from which they are operative.
4. Expenses and Office Facilities
I. Unless otherwise agreed, Clients reimburse all reasonable out of pocket expenses which may be incurred in connection with the work including travel (Standard Class Air Travel) and subsistence.
II. When work is carried out on the Client's premises the Client will provide, without charge, suitable office accommodation with use of telephone, secretarial and other office facilities as may be necessary to enable ChangePlan Ltd to fulfil its obligations under contract.
III. When suitable restaurant facilities are not provided a daily lunch allowance will be charged.
Unless otherwise agreed, Clients will be sent following each calendar month a timesheet and / or invoice of fees for work done and expenses incurred during that period. VAT, where applicable, at the current rate will be added to the invoice. Payment is due immediately and if not made within thirty (30) days after submission of the invoice ChangePlan Ltd shall be entitled, without prejudice to any other rights, to suspend all work for the Client concerned or to terminate the relevant contract and any other contracts with that Client. Interest at the rate of five percent per annum over the base rate of Barclays Bank Plc will be charged on any sums overdue under the terms of the contract.
6. General Liabilities
I. ChangePlan Ltd undertakes to carry out the work in a professional manner and to the best of its ability.
II. Any times quoted are estimates only, and although ChangePlan Ltd will use all reasonable efforts to meet the timescales, failure to do so shall not constitute a breach of contract.
III. Statements as to the results obtainable from work undertaken and all surveys, forecasts and recommendations are made in good faith on the basis of information given by the Client and otherwise available at the time.
IV. Since the attainment of such results and the efficacy and accuracy of such surveys, forecasts and recommendations depend to a degree on factors outside ChangePlan Ltd's control, such statements, surveys, forecasts and recommendations shall not be deemed in any circumstances to be undertakings, warranties or contractual conditions.
V. If at any time during the provision of the Consultancy Services, the Client shall notice or suspect that any wrong assumptions have been made or wrong directions have been taken by ChangePlan Ltd it shall forthwith inform ChangePlan Ltd in writing.
VI. Under no circumstances whatsoever shall ChangePlan Ltd be liable under the law of contract, tort or otherwise for any loss of profits or contracts or any indirect or consequential loss or damage.
VII. In cases where ChangePlan Ltd is asked to recommend products to meet the Client's requirements, ChangePlan Ltd does not warrant that purchase of products will satisfy the Client's requirements. All recommendations of Products are therefore estimates only and ChangePlan Ltd can accept no responsibility if any recommended products fail to meet the Client's requirements or to achieve any particular level of performance.
VIII. The Client is advised that ChangePlan Ltd is not liable for any losses consequent to any computer virus, loss or non-retrieval of data or programmes from computer systems for any reason.
IX. Making duplicates of software must be strictly in accordance with the rights granted by individual software manufacturers. The Client must satisfy itself that it has the right to duplicate or copy software. ChangePlan Ltd makes no representation thereto.
I. Either party may at any time terminate any contract for the provision of services by giving the other party not less than four weeks prior written notice stating clearly the reason for termination. On client termination the client will be liable for any un-invoiced days worked and a cancellation fee of 20% of the remaining total contract fee. The Client may direct ChangePlan Ltd to provide services equal in value to the cancellation fee.
II. ChangePlan Ltd may suspend the performance of its obligations under the contract during the currency of any circumstances, which materially adversely affect the performance of those obligations.
III. ChangePlan Ltd may, without prejudice to any other rights, by notice in writing to the Client terminate any contract with such Client forthwith if:
a) the Client shall commit any breach of any of the terms of any contract with ChangePlan Ltd provided if such breach be remediable that the Client after being given written notice thereof has not remedied the breach within seven days thereafter; or
b) the Client compounds with or negotiates for any composition with its creditors or allows any judgement against it to remain unsatisfied for seven days; or
c) being a company the Client shall call any meeting of its creditors or have a receiver of all or any of its assets appointed or enter into any liquidation.
8. Proprietary Rights and Protection
All rights of copyright and other monopoly or proprietary rights and protection covering or capable of being obtained to cover all reports and other documents produced by ChangePlan Ltd or its employees shall be and become vested in ChangePlan Ltd
9. Force Majeure
Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the contract due to any cause outside its reasonable control.