Cornwall Training & Consultancy Ltd
Terms and Conditions
APPENDIX - GENERAL TERMS OF BUSINESS
1 CORNWALL TRAINING & CONSULTANCY LIMITED'S SERVICES FEES AND INVOICING ARRANGEMENTS
1.1 Unless arrangement is reached to the contrary, our fees are based on the number and seniority of consultants required, the degree of skill and responsibility involved and the resources required to complete the engagement. Our charges will be reviewed from time to time. We will also charge for any disbursements incurred during the engagement and we will add VAT to charges and disbursements if applicable. Any fee estimate we may provide is not an agreement to perform the services within a fixed time or for a fixed fee.
1.2 Any fee budget agreed with the client is necessarily based on the assumption that the information required for our work is made available in accordance with agreed timetables, and that key executives and personnel are available during the course of our work. If delays or other unanticipated problems which are beyond our control occur this may result in additional fees for which invoices will be raised on the above basis; we will advise the client of delays as they occur and will estimate their effect.
1.3 We may submit invoices for services provided and disbursements incurred on an interim basis, as the work progresses. Unless a billing schedule is separately agreed, or some other agreement is reached, invoices will normally be rendered monthly. Invoices are payable upon presentation. We shall be entitled to charge interest from the invoice date at a rate of 8.5 % per 30 day period on all invoices which remain unpaid 30 days after presentation.
1.4 For the avoidance of doubt, this Agreement and any project engagement shall constitute a contract for services. The client shall be under no obligation to offer or provide work to the consultants of Langdon Ventures, and Langdon Ventures and its consultants shall be under no obligation to agree to provide services to the client.
2.1 Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for the client. The client consents to such commissions or other benefits being retained by us without our being liable to account to the client for any such amounts but we may take it into account in determining our fee.
3 OUR RESPONSIBILITIES
3.1 We will provide the services described in our engagement letter (or such variations as may subsequently be agreed between us) with reasonable skill and care in accordance with the professional standard expected of us, and in a timely manner.
3.2 Where we correspond by means of the Internet or other electronic media at the clients’ request, whilst we will take reasonable steps to safeguard the security and confidentiality of the information transmitted, the client, acknowledges that we cannot guarantee its security and confidentiality. Where the client corresponds with us in this way, we accept no responsibility for non-receipt, however caused.
3.3 Whilst our reports and advice may be a factor to be taken into account when deciding whether or not to proceed with a particular course of action, the client remains responsible for any commercial decisions that the clients make, and regard must be had to the restrictions on the scope of our work and to the large number of other factors, commercial and otherwise, of which the client and other advisers are, or should be, aware by means other than our work.
4 CLIENT RESPONSIBILITIES
4.1 In relation to all our work for the client it is the responsibility of the client’s staff to provide us with complete, accurate and timely information where we have requested this and to carry out any other obligations ascribed to the company. We will not be responsible for any consequences which may arise from any delay or failure by the client to do so and these may also result in additional fees for which invoices will be raised.
5 INFORMATION AND CONFIDENTIALITY
5.1 The reports, letters, information and advice we provide to the client during this engagement are given in confidence and are provided on the condition that the client undertakes not to disclose these or any other confidential information made available to it by us during the course of our work to any third party .
5.2 The obligations and restrictions contained in this section do not apply to information:
a) which is or becomes public knowledge other than by a breach of this section;
b) which is or becomes known from other sources without restriction on disclosure; or
c) which is required to be disclosed by any legal or professional obligation or by regulatory authority.
5.3 The client agrees that we may reserve the right to act during this engagement for other clients whose interests are or may be adverse to the clients’, subject to the following paragraph.
5.4 We confirm that where we receive confidential information about the client’s affairs we shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to our engagement.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 We retain all copyright and other intellectual property rights in everything developed either before or during the course of an engagement including systems, methodologies, software and know-how. We also retain all copyright and other intellectual property rights in all reports, written advice or other materials provided by us to the client although it will have the full right to reproduce our report in its annual report and financial statements and to use these materials within its own organisation. If the client otherwise wishes to make use of these materials outside its own organisation this will require our permission.
7 RETENTION OF RECORDS
7.1 If we are provided with custody of any documents belonging to the company, those documents will be retained during the course of our appointment (unless their return is requested); at the end of which they will be returned to the client unless separate arrangements have been made.
7.2 We reserve the right, where fees have been invoiced and payment is outstanding to the firm, to exercise a lien over any documents belonging to the client which may be in our possession, in respect of any and all outstanding fees.
8 FILE RETENTION
8.1 It is our normal practice to retain documents relating to client engagements for seven years after the end of the relevant engagement. Thereafter, unless separate arrangements have been made, the documents or papers may be destroyed by us without reference to the company.
9 HEALTH AND SAFETY
9.1 We acknowledge our statutory responsibility to co-operate with the company’s health and safety requirements, provided we are given notice of these. Whilst on client premises our partners and consultants shall be afforded by the client the same protection for health and safety purposes as is due to its employees. If we are required by the client to enter the premises of a third party it will procure that the third party also affords such protection to our partners and staff as is due to its employees.
10 OUR CONSULTANTS
10.1 The client undertakes that during the course of this engagement and for a period of six months following its conclusion the client will not:
a) solicit or entice away (or assist anyone else in soliciting or enticing away) any member of our professional consultants with whom the client has had dealings in connection with this engagement during the 12 months immediately prior to your approach; or
b) employ any such person or engage them in any way to provide services to the client, other than through Cornwall Training & Consultancy Limited.
10.2 This undertaking shall not apply in respect of any member of our consultants who responds to an advertisement placed by the client or on the clients’ behalf without having been previously approached directly or indirectly by the client.
11 FORCE MAJEURE
11.1 Subject to section 4 above, neither we nor the client shall be liable in any way for failure or delay in performing our obligations under this engagement if the failure or delay is due to causes outside the reasonable control of the party in default.
12.1 Either party may terminate our appointment by written notice to the usual correspondence address. If the client terminates our appointment in circumstances where there has been no breach by us, we shall be entitled to render an invoice to the client for the work carried out by us up to the date of termination, which shall be payable on presentation.
13 SEVERANCE OF TERMS
13.1 In the event that any of the terms of business are held to be invalid, the remainder of the terms will continue in full force and effect.
14 GOVERNING LAW AND JURISDICTION
14.1 These terms of business shall be governed by and construed in accordance with the laws of England and Wales any dispute arising out of this engagement or these terms shall be subject to the exclusive jurisdiction of the courts of that country.
15 QUALITY OF SERVICE
15.1 If at any time the client would like to discuss with us how our services to the client could be improved, or if the client is dissatisfied with the service they are receiving, the client may take the issue up with their usual contact in the first instance. If matters are not resolved in this way please contact our Managing Director on [ ].
16 NO EMPLOYMENT
16.1 Nothing in this contract shall render or be deemed to render our consultants employees or agents of the client and our consultant hereby agrees that he or she is a self-employed independent contractor and not an employee or agent of the client. This contract does not create any mutuality of obligation between Cornwall Training & Consultancy Limited and the client. Our consultants do not qualify for any employee benefits from the client.