The following amendments to these terms and conditions apply:
The following conditions also apply:
The following cancellation charges apply once a proposal for an assignment, including (but not limited to) training courses, hire of our facilities and consultancy projects, has been accepted by the client and a start date has been agreed.
1 – The Services.
1.1 The Company warrants that it will perform the Services with reasonable skill and care and will exercise that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances.
1.2 If there is a failure or deficiency in the supply of the Services by the Company, the Client shall always notify the Company in writing of the same providing sufficient details of the failure or deficiency and the Client shall provide the Company with reasonable opportunity to correct such failure or deficiency.
1.3 The Company is required, at all times, to comply with the vendor’s rules, regulations, guidelines and definitions; these may be different from the Company’s own.
2 – Charges and Payments
2.1 The Client agrees to pay the charges and expenses in accordance with the provisions of the Terms of Engagement.
2.2 All sums due from the Client which are not paid on the due date (without prejudice to the rights of the Company under these terms) shall bear interest from day to day at the same annual rate as is prescribed from time to time pursuant to section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 with a minimum rate of 10% per annum.
2.3 During any period in which payments from the Client are overdue, the obligations of the Company may be suspended.
3 – Confidentiality
The Company undertakes not at any time to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the Client other than to vendors/partners who have signed an appropriate secrecy undertaking or others where the Client has expressly or impliedly consented to the disclosure.
4 – Delegation
4.1 The Company (if an individual) undertakes to consult with the Client before delegating any of the Company’s obligations hereunder.
4.2 The Company shall have discretion as to which of its employees are assigned to perform its services but shall consult with the Client concerning any significant changes.
5 – Intellectual Property
6 – Termination and Consequences
In the event of this agreement being terminated whether by effluxion of time, notice, breach or otherwise and without prejudice to any other remedy available to the Company the Client shall immediately pay to the Company:6.1 Any sums due under the terms of this agreement, and
6.2 In the event of termination by reason of sub-clauses 8.1, 8.3, 8.4 or 8.5, any further sums which would but for the termination of this agreement have fallen due by the end of the Company’s engagement less a discount for any accelerated payment at the rate of 5% per annum.
7 – Recruitment of the Company’s Staff
7.1 The Client undertakes that it (including for this purpose any subsidiary or associated organisation) or any person connected with it will not directly or indirectly recruit as an employee or engage as an independent contractor any person employed or so engaged by the Company in connection with the services provided hereunder for a period of twelve months after such person last provided services to the Client.
7.2 If the Client is in breach of condition 10.1, the Client, recognising that the Company will suffer substantial damage, will pay to the Company by way of liquidated damages (and not as penalty) a sum equal to the annual salary for the immediately preceding 12 months of the person concerned or such sum on a pro rata basis where the person concerned was employed by the Company or was undertaking services for the company for less than the preceding 12 months.
8 – Company’s Outputs and Information
8.1 All intellectual property rights including copyright which are capable of existing in any documents, computer software or information or (without limit) other materials created or provided pursuant to this contract by the Company shall be and remain the Company’s property.
8.2 The Client undertakes to keep all materials, documents and information provided to it by the Company confidential to itself and its employees and not to distribute any product of the services provided hereunder to any third party without the Company’s prior written consent.
8.3 The Client and the Company undertake with each other not during the course of this contract to infringe the intellectual property rights of any third party.
9 – Definitions