Banking Facilities (Account Opening), Credit Cards and Charge Cards applications Service Agreement
To keep your business’s financial affairs separate from your own, businesses require a corporate bank account to handle its transactions. Infologik Limited trading as wedo accounting provides services in the assistance of applying for business (corporate) bank accounts and these are our terms and conditions for this service.
This Agreement herein referred to as the “Agreement” is entered into and deemed effective on the date that this agreement and it’s terms were accepted through the action of you (the Client) ticking of the ‘I have read and agree to the website Terms and Conditions’.
By doing so you confirm you are authorized and acting on behalf of the company identified in the above mentioned form in the entry – ‘The name of your business as recorded at company house’ supported by the further entry on the above mentioned form for ‘Your companies registration number at the given registered address’ now referred to as the ‘Client’.
Service Provider: Infologik Limited trading as wedo accounting, 11 Churchill Court, 58 Station Road, North Harrow, Middlesex HA2 7SA
- Initial Consultation
- Identify suitable bank
- Liaise and consult with bank on behalf of Client
- Prepare relevant documents
- Support Client through Application
- Process Application
In addition outside of the services the Service Provider will make all efforts to:
- Identify and secure low bank charges
- Indentify and secure a fee free introductory banking period
- Online account opening
- Ensure Telephone, Internet and Mobile banking facilities are included
- Access to an Overdraft facility
- Foreign currency transactions
- Access to financing
Where we provide banking services as detailed above for Client or Client Company the following shall apply:
- Infologik Limited trading as wedo accounting is acting only as intermediary in relation to provision of banking facilities whether as part of Company Formation Services or on a personal basis. The Client accepts that Infologik Limited trading as wedo accounting makes no guarantee of being able to arrange such facilities and accepts that the arrangement of the same is subject to status and entirely at the discretion of the bank or other financial institution to whom introduced. The Client accepts that where Infologik Limited trading as wedo accounting has used reasonable endeavours to arrange banking but the Client has been rejected by the bank for any reason whatsoever then Infologik Limited trading as wedo accounting shall be deemed to have provided the Service in relation to banking to the full satisfaction of the Client. For the purpose of this clause submission to two banks shall constitute reasonable endeavours.
- For the avoidance of doubt, banking, bank or banking services or facilities shall refer to main –stream High Street or Private Banks, Electronic Money Institutions or such other financial institutions to whom we introduce the Client to.
- Infologik Limited trading as wedo accounting is not a bank nor does it purport to be a bank or a provider of banking services.
- Infologik Limited trading as wedo accounting is not a card issuer and in processing applications or making introductions to providers on behalf of the Client for credit or charge card facilities the Client accepts that the arrangement of same is subject to status and entirely at the discretion of the bank or other financial institution to whom introduced.
- The Client accepts that any banking or card service and the use thereof ultimately provided to the Client by a bank or other financial institution will be subject to the terms and conditions of the bank or financial institution providing the bank account or card and the Client further accepts that Infologik Limited trading as wedo accounting makes no representation to the Client as to the terms and conditions which may be applied by any bank or other financial institution.
- The client hereby accepts that they have been advised to read and make themselves aware of the terms and conditions applied by any bank or other financial institution offering them a service and only to accept that offer of service if they are agreeable to operating any bank account or card in accordance with the terms and conditions being applied by the bank or other financial institution.
- The operating and initial or other funding of opened accounts is entirely the Client’s responsibility and Infologik Limited trading as wedo accounting shall not be responsible for or involved in same.
- Infologik Limited trading as wedo accounting will not be responsible or liable for any loss, damage or expense incurred if information relating to the financial affairs of the Client are withheld, concealed or omitted from us during the course of our service. This applies to all parties, including 3rd parties, connected in any way to the client.
- Infologik Limited trading as wedo accounting will not be liable to you for any delay or failure to perform the services regardless of whether such delay or failure is due to its own inability or if the delay or failure is caused by the Client’s failure or by circumstances outside of either party’s control.
- Infologik Limited trading as wedo accounting observes all requirements of The Data Protection Act 2018 in General Data Protection Regulation (GDPR).
- Service Charges – Bank Accounts, Credit or Charge Cards
£99 inclusive of VAT per account – Payable in advance of service commencement.
Infologik Ltd t/a wedo accounting Business Consulting Services Agreement -Terms and Conditions for Bounce Back Loan Scheme Application Support Service
This Business Consulting Agreement herein referred to as the “Agreement” is entered into
and deemed effective on the date that this agreement and it’s terms were accepted through the action of you (the Client) ticking of the ‘I have read and agree to the Infologik Ltd t/a wedo accounting Business Consulting Services Agreement -Terms and Conditions ’ check box contained in the form entitled ‘Bounce Back Loan Application’.
By doing so you confirm you are authorized and acting on behalf of the company identified in the above mentioned form in the entry – ‘The name of your business as recorded at company house’ supported by the further entry on the above mentioned form for ‘Your companies registration number at the given registered address’ now referred to as the ‘Client’
BETWEEN the “Client”
Infologik Ltd t/a wedo accounting with its principle place of business located at Unit 11, Churchill Court, 58 Station Road, Harrow, HA2 7SA herein referred to as the “Consultant”;
WHEREBY IT IS AGREED as follows:
1.1 “Consultant” is the person or entity named above.
1.2 Masculine gender includes the feminine and singular includes the plural.
2.1 The Client hereby engages the Consultant to provide and perform certain services, Herein referred to as the “Consulting Services”, and the Consultant hereby accepts engagement in accordance with the terms contained therein this Agreement that include the contracted work, commencement, payment and agreed performance standards. All of which form part of the terms and conditions of this agreement and are equally enforceable and accepted as binding by the parties.
- Consulting Services
Business Consulting Services Agreement – Bounce Back Loan Scheme Application Support Service
3.1 The Consulting Services performed by the Consultant shall be limited to that of which pertains to the Consultant’s area of expertise to assist on matters relating to the Client’s
business as may be reasonably required by the Client.
3.2 The Consulting Services pursuant to this Agreement are solely for the purposes of
advising, assisting and engaging with the Client in respect of aiding the creation of content
with relevance to and subsequent completion of the Client’s application for business loan (specified as a Bounce Back Loan Scheme (BBLS) application) for the Client’s business needs.
3.3 Completion is defined as when a business (BBLS) loan application has been made with either a successful outcome and payment of the fee due to the Consultant has occurred or when an unsuccessful business (BBLS) loan application outcome has occurred.
3.4 The Consulting Services strictly for purpose, subject to clauses 3.1 and 3.2 of this
Agreement, are including but not limited to the following: conducting evaluation of the Client, the Client’s eligibility credentials, assessing relevant data for the application, discussion of application requirements, provision of advice and guidance in the drafting and completion of an application, use of our knowledge and resources towards the end goal objective, the identification of a course of action/strategy for the purpose of making a BBLS application including making any necessary recommendations, compiling and presenting information, verbally and in writing to support the completion of the Client’s BBLS loan application prior to its submission.
- Conditions of the performance of Consulting Services
4.1 All Consulting Services to be provided by the Consultant, subject to clauses 3.1- 3.4 of
this Agreement, shall be performed conscientiously in a diligent, professional and faithful
manner. The Consultant shall to that effect, devote his best efforts and abilities thereto, at
such time during the term thereof, in such manner as the Client and Consultant shall
4.2 The Consultant shall perform his activities under the terms and conditions contained
therein this Agreement in a completely independent manner and under its sole
responsibility. The Consultant acknowledges and accepts that the Consulting Services
pursuant to this Agreement shall not be provided to the Client through any other person
other than the Consultant without prior written consent of the Client.
4.3 Both the Client and Consultant irrevocably warrant that he shall promptly exchange all
such information, reports, materials, or otherwise, that either party may reasonably require
as necessary in connection with any matters relating to the provision of the Consulting
Services or business of the Client subjected to the terms and conditions contained therein
4.4 The Client warrants that he shall not, at any time during the duration of the term of this
Agreement, make or cause or permit to be made any false or misleading statement, which
May cause delay in the completion of Consulting Services provided by the Consultant, and
declares that the information provided to the Consultant and any supporting documents,
information or otherwise is in every respect accurate and that the Consultant will rely on
the truth and accuracy of this information.
4.5 The Client shall notify the Consultant of any changes in the information supplied on his
application, which occur either before or after the application is processed, which is
Pursuant to the necessary engagement between the parties in respect of the Consulting
4.6 Without prejudice to its general obligation of proper performance of the Consulting
Services, the Client acknowledges and accepts that the working methods of the Consultant
Pursuant to the performance obligations contained therein this Agreement, shall be carried
- in accordance with the Consultant’s own discretion in selecting the dates and times
he performs the Consulting Services throughout the term of the Agreement.
- with complete freedom and independence to organise its activities and shall only
have to render any account of the specific Consulting Services accomplished under
this Agreement, but shall not be required to account for his working methods.
- with respect to acknowledge and accept the Consultant’s ability to be freely to
pursue its other business interests during the term of this Agreement, provided that
such other business interests do not interfere with his ability to provide the
Consulting Services do not directly or indirectly compete with or are not detrimental
to the interests of the Client and that he complies with the performance obligations
pursuant to the terms and conditions contained therein this Agreement.
4.7 In any event whereby the either the Client or Consultant become aware of any matter that may in any way raise to a conflict of interest between the Client and the Consultant or any key person of either the Consultant or Client, the respective party shall notify the other Party of this immediately.
4.8 The Parties agree that the Services will have commenced once the Consultant has made or attempted to make contact with the Client by email, phone or SMS following receipt of the Client’s payment of the Consultant’s Initial Administration Fee charge.
- Compensation Fee(s)
5.1 The Client shall pay the Consultants Initial Administration Fee at the current rate for this service as displayed on the Consultants website. The Consultant may at its sole discretion refund the Initial Administration Fee but is not obligated to do so. The Client accepts he has not right to a refund. There shall be no entitlement to a refund for any reason whatsoever once the services have been deemed to have commenced as referenced in 4.8 above.
5.2 The Client shall, in good faith, pay the Consultant a conditional fee, herein referred to as
the “Contingent Fee, in consideration of the Consulting Services supplied by the Consultant
to the Client.
5.3 The Client shall pay the Consultant the Contingent Fee strictly in the circumstances whereby the Client is rendered successful in the completion, submission and then approval of his application for a Bounce Back Loan.
5.4 For the purposes of this Agreement, the Contingent Fee shall be as:
- Loan Approved Fee – 5% of the total gross loan proceeds received
5.5 In regards to the Consultants fee(s) the company`s directors accept that they become personally, jointly and severally liable if the company is unable to meet its obligation to settle the fee(s) due.
5.6 In any event whereby it materialises that the Contingent Fee is payable, the Client
warrants that the Contingent Fee will be paid to the Consultant within 14 calendar days
upon receipt of the any sums that are paid by the public body to the Client, and provided
that the Consultant supplies the client with a valid tax invoice.
5.7 The Client acknowledges and accepts that should he fail to meet his liability in respect of
his payment obligations, as and when they fall due, and defaults on any due Contingent Fee,
then the company directors of the Client accept that they become personally, jointly and
severally liable in respect of the Contingent Fee.
5.8 The Client acknowledges and accepts that should he fail to meet his liability in respect of his payment obligations, as and when they fall due, and defaults on any due Contingent Fee, the Client is obliged to make payment to the Consultant immediately.
5.9 The Consultant shall additionally reserve the right, at his sole discretion, to enforce and recover any sums owed by the Client through appropriate debt collection and court Proceedings should such action(s) be deemed necessary.
5.10 The Consultant maintains a statutory right under the Late Payment of Commercial Debts Regulations 2013 to add interest and late payment compensation on all overdue debts at 8%. This currently stands at 8% above the Bank of England base rate, from the default date until payment of the Contingent Fee is recovered.
- Duration of Term and Termination of the Agreement
6.1 This Agreement shall commence on the Effective Date [the effective date is that date the Client confirms acceptance of this agreement and all if its terms and conditions] and shall continue in full force and effect until completion of the Consulting Services. The Client and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the engagement shall continue.
6.2 An earlier termination of this present Agreement may be effected by either party by giving 30 calendar days in written notice to the other party. This can only be effected, if it occurs before a business loan application has been submitted.
6.3 In the event that this Agreement is terminated after the commencement of the Consultant’s provision of services but before the Client’s business loan application submission or before the outcome of an application is known, then any Work Product created or produced by the Consultant cannot be used or included in any subsequent Client business loan application without the express consent of the Consultant, who will be entitled to a fee of 11% of the business loan amount being applied for.
6.4 Any written notice of such termination provided by one party to the other party shall only apply in the event whereby either of the parties are deemed to commit an act of omission amounting to material breach caused to the other party.
6.5 Material breach may include:
- any breach or violation of the terms contained therein the Agreement.
- any other breach that a party has failed to remedy within 30 calendar days after receipt of written notice by the other party.
III. any act of gross negligence or wilful misconduct of a party.
- any act of fraud or dishonesty in connection with the Consulting Services.
- any act where either the Client, Consultant or key person on behalf of the Client or
Consultant alleges that he is an employee of the Client and vice-versa of the Consultant.
6.6 This Agreement shall automatically terminate without any notice or indemnity, should the following materialise:
- the death or physical or mental incapacity of the either the Client or Consultant or any key person performing the Consulting Services on its behalf, which as a result, the Consultant or such key person is unable to continue the performance of the Consulting Services.
- the insolvency, liquidation or bankruptcy of a either the Client or Consultant party.
6.7 Upon the termination of this Agreement for any reason that the Client requests, the Consultant shall return all tangible confidential information and deliver any property of the Client, including but not limited to; computer, laptops, personal management tools, materials, memoranda, notes, records, reports, or otherwise that has been supplied by the Client in connection with and or furtherance of the Consultant’s services within a reasonable time.
6.8 Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall termination, except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.
7.1 The Consultant acknowledges that during the term of this Agreement, confidential information may be exchanged between the Client and Consultant.
- The Consultant hereby warrants that he shall not:
- disclose to any third-parties any secret and confidential information regarding the Client, which is including but not limited to, the Client’s business plans, methods, techniques, business, equipment, pricing, strategy, customer, information, competitors, partners or otherwise.
- make copies of any confidential information or any content based on the concepts contained within the confidential information for personal use or for distribution or otherwise.
- use any of the confidential information or any concepts based on the concepts contained within the confidential information other than solely for the purposes of this Agreement.
7.3 The Consultant shall keep, and at all times, during the term of this Agreement and upon its termination, in secret and confidential all confidential information, and any part thereof.
7.4 The Consultant warrants that he will not use, distribute, disclose, make available or otherwise any of the confidential information to any third-party without the prior written consent of the Client, except and to the extent as may be necessary in the ordinary course of performing the Consulting Services pertaining to the Consultant and except to any extent
that may be required under any applicable law, regulation or required by a court of competent jurisdiction.
- Intellectual Property Rights in the Consulting Services
8.1 The “Intellectual Property Rights” mean any rights that are including, but not limited to,
copyright, trademark, design rights, patents, database rights, moral rights, and rights in know-how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights which may or in the future subsist.
8.2 The “Work Product” shall mean any works that are created and or produced pursuant to this Agreement, and where the Consultant, at any time during the term of this Agreement, acts in the provision of the services to the Completion and the submission of a business loan application. Any Work Product shall also include any works created but unused or not included in the client’s submitted business loan application.
8.3 The Client acknowledges, accepts and hereby warrants he shall only hold or claim a limited right in and to any right, title and interest in and to any Intellectual Property Rights and/or Work Product that arise solely and strictly in the creation, completion, submission and Completion of the business loan application.
8.4 The Client acknowledges, accepts and hereby warrants that he shall not hold or claim
any rights whatsoever in and to any right, title and interest in and to any Intellectual
Property and/or Work Product, which falls outside of clause 8.3 and shall not hold or claim any right, title and interest in any Work Product that may form part of the “Consultant’s Works” whether within or outside of completed business loan application submitted.
8.5 The “Consultant’s Works” shall mean any form of work produced by the Consultant during the Term of this Agreement that is including but not limited to, including, but not limited to any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, inventions, discoveries or any other written, printed, or tangible materials in the Client’s and/or Consultant’s possession subject to the Consultancy Services provided set forth in this agreement.
8.6 The Client shall waive any moral rights in the Consultant’s Works to which he/she is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions or law in any jurisdiction, including (but without
limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action to claim to
the effect that any treatment, exploitation or use of such Consultant’s Works or other materials infringes the Consultant’s moral rights.
8.7 The Client warrants that he has not given and will not give permission to any third- party
to use any of the Consultant’s Works, nor any of the Intellectual Property Rights in the
Consultant’s Works, without the Consultant’s express written consent.
8.8 The Client declares that he is unaware of any use by any third-party of any of the Consultant’s Works or Intellectual Property Rights in the Consultant’s Works.
- Data Protection
9.1 The Client hereby authorises the Consultant to act as an intermediary to assist in the processing, completion and any other necessary engagement strictly pursuant to the
Client’s application for a publicly funded loan for the Client’s relevant business needs.
9.2 The Client acknowledges and accepts that in order for the Consultant to discharge the
said Consulting Services under this Agreement and for purposes whereby the Consultant has
a legitimate business interest, it is necessary for the Consultant to obtain, process, store and
disclose personal information about the Client in compliance with the (UK) General Data
Protection Regulation (GDPR) 2016/679.
9.3 In order for the Consultant to carry out the said Consultancy Services, it may be
necessary for the Consultant to disclose the Client’s personal information to third-party
agencies, regulatory bodies, and/or a court of competent jurisdiction where the company
are required to do so.
9.4 The Client acknowledges that under s.330 of the Proceeds of Crime Act 2002, the
Consultant has a statutory duty to report directly to the National Criminal Intelligence
Service (NCIS) without the Client’s prior consent, should the Consultant know, or have reasonable cause to suspect, that the Client or anyone connected to the Client are or have been involved in money laundering.
9.5 With respect of clause 10.4 of this Agreement, the Client waives his right to confidentiality to the extent of any report made, document provided or information disclosed to the NCIS.
- Indemnification and Limitation of Liability
10.1 The Client shall agree to hold harmless and indemnify the Consultant against any misrepresentation (intentional or unintentional) supplied to the company directly and/or indirectly, verbally, in writing or otherwise.
10.2 The Client acknowledges, accepts and warrants that the Consultant will not be responsible or liable for any loss, damage or expense incurred if the information relating to
the financial and business affairs or otherwise of the Client are withheld, concealed or omitted at any point during the term of this Agreement. This shall also apply to all parties, including any third-parties connected in any way to the Client.
10.3 With respect to clause 10.2 of this Agreement, the Client therefore declares that any information provided to the Consultant is accurate in every respect and that the Consultant will rely on the truth and accuracy of this information. The Consultant will not be responsible for any interest, penalties, losses, additional tax liabilities, criminal sanctions imposed or otherwise that may arise due to any omissions of any persons connected to the Client or any incomplete, misleading, false or any other information that result in any of the above eventualities.
10.4 The Client understands that neither the engagement between the parties nor this Agreement are intended to and shall not be deemed to construe any guarantee, or form otherwise, by the Consultant as to the outcome of the Client’s application. If the outcome of the Client’s application is rendered unsuccessful, the Client agrees that he shall not bring any claim in respect of compensation for loss, damage, expenses incurred or otherwise against the Consultant for any failure of any such outcome of any application.
10.5 The Client is aware that it is an offence to deliberately provide the Consultant with false, misleading or inaccurate information in connection with the Consulting Services. In the event such transpires, the Client understands that he may face criminal prosecution under the Money Laundering Regulations Act 2003, and/or Fraud Act 2006, and/or civil action for the recovery of any losses incurred.
10.6 The Client acknowledges and accepts that the Consultant shall not be held in any
manner whatsoever liable for the completeness, accuracy and timeliness of the Client’s application for a business loan for the Client’s relevant business needs, should the Client fail to supply to the Consultant with accurate information, documents or any relevant information otherwise.
10.7 The Client hereby agrees to indemnify the Consultant against all costs, claims, actions, demands, penalties and liabilities in respect of or arising in connection with any intentional and conscious or reckless disregard by the Client of his duties or responsibilities and any negligent or other wrongful act or omission by the Client.
- Miscellaneous Provisions
- 1 Construction of Terms and Severability:
- Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of the performance of the Consulting Services, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable.
- If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
- 2 Third-Party Rights:
The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and
- any third party, not party to this Agreement, will have any right to enforce or rely on
any provisions of this Agreement.
- 3 Waiver of Breach:
- Any failure of either party to exercise or enforce the other party’s strict performance
of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement, nor shall it constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
- No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.
- 4 Assignment:
Except as otherwise agreed, this Agreement is personal in nature, and neither party
- may not directly or indirectly assign, transfer, sub-contract it or deal in any way with such, by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld.
11.5 Governing Law and Jurisdiction:
- This Agreement, any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Entire Agreement and Variation:
- This Agreement states the entire Agreement between the Client and Consultant supersedes all prior discussions, arrangements or agreements, understandings, or representations with respect thereto that may have prior taken place.
- Each party agrees that it shall have no remedies in respect of any representation or Warranty (whether made innocently or negligently) that is not set out in this Agreement.
III. Each party agrees that its only liability in respect of those representations and Warranties that are set out in this agreement (whether made innocently or Negligently) shall be for breach of contract.
- No variation of this Agreement shall be effective unless it is recorded in writing and Signed by or on behalf of each of the parties.
Wedo accounting Business Consultancy Services – Terms and Conditions
These are the Terms and Conditions applicable to the Consultant’s (Infologik Limited t/a wedo accounting) Consultation Services in general ‘General Business Consultation and Advice services’ and apply in specific to the Consultant’s provision of ‘The Bounce Back Loan Scheme Consultation Service – Your Questions Answered, Advice, Information and Guidance’;
These general Terms and Conditions shall apply to all business consultancy services proposed or provided by the Consultant, which are delivered entirely or partially to the Client.
In these general Terms and Conditions, the following definitions are applicable:
“Client” means the person, organisation, or company with whom the Contract is entered into;
“Confidential Information” means any information related to the Engagement disclosed by the Client to the Consultant and by the Consultant to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how,
drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and the Consultant, respectively;.
“Consultant” means wedo accounting;
“Contract” means the contract between the Client and the Consultant which defines the scope of the Engagement and the services to be rendered by the Consultant, as well as the fee schedule for said services.
“the Engagement” means any agreement, in whatever form, reached between the Consultant and the Client pursuant to which the Consultant agrees to render services to the Client in exchange for the fee plus costs;
“Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labour disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority;
“Services” Business Consultancy and Advice, Accounting Consultancy and Advice provided by the Consultant to Client
2.1 These general Terms and Conditions govern the provision of all services from or on behalf of the Consultant to the Client and apply to all legal relationships between the Consultant and the Client.
2.2 These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client.
Failure of the Consultant to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither the Consultant’s commencement of performance nor the Consultant’s delivery of services shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by the Consultant, as well as acceptance by the Client of any provision of services from the Consultant shall
constitute an unqualified acceptance by the Client of these General Terms and Conditions.
2.3 By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and the Consultant, even if this is not expressly stated.
- PERFORMANCE OF THE SERVICES
3.1 The Consultant shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 The Consultant shall complete the Services with reasonable skill, care and diligence in accordance with the Contract.
3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of amendment to the Engagement and/or the services to be provided thereunder after conclusion of the Engagement.
3.4 In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to the Consultant, the Consultant may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the client.
3.5 The Consultant may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if and in so far as the Consultant believes that such replacement would benefit the performance of the Engagement.
- CLIENT’S OBLIGATION
4.1 The Client shall at all times duly make available to the Consultant all information and documents that the Consultant deems necessary to be able to carry out the Engagement correctly, in the specified form and manner.
Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.
4.2 The Client guarantees that Consultant’s employees can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules, and shall indemnify and hold harmless the Consultant against all loss, expense, or damage arising from or relating to this guaranty by the Client.
4.3 The Client shall duly inform the Consultant of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
4.4 Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to the Consultant.
5 FEES AND EXPENSES
5.1 The Client shall pay to the Consultant fees at the rate specified.
5.2 Service Fee Charge: £95.50 inclusive of VAT per each started hour of consultancy services regardless if a whole hour of consultancy is completed or only partially completed.
5.3 Unless otherwise stated in the Contract, the Consultant shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
5.4 Unless otherwise stated in the Contract, payment will be made in advance of the commencement of the Engagement, delivery of the Services.
5.5 Value Added Tax, where applicable, shall be paid by the Client.
5.6 Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to the Consultant the requested information and documentation, shall be fully borne by the Client.
- INTELLECTUAL PROPERTY
All results generated by the Consultant, including reports, other documents and materials, shall remain the as the Consultants property together with all associated rights.
7.1 The Consultant shall keep secret and not disclose and shall procure that his employees keep secret and not disclose any Confidential Information obtained by him during the performance of the Engagement/Services. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of the Consultant; (ii) was already known by the Consultant, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by the Consultant from a third party on a non-confidential basis; or (iv) the Consultant is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.
7.2 Except with the prior written permission of the Consultant, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by the Consultant, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of the Consultant’s methods and work strategies without the Consultant’s written permission.
7.3 The provisions of this Article 7 – Confidentiality, shall apply during the term of the Contract and for a period of five (5) years thereafter.
- WARRANTIES, LIABILITY AND INDEMNIFICATION
8.1 The Consultant, and any person put forward by the Consultant to perform the Engagement/Services, shall not be liable if the services provided or the results generated by him in the Engagement are not absolutely correct, nor does the Consultant, or any person put forward by the Consultant to perform the Services, warrant, either expressed or implied, that the performance by him of the Services will not infringe upon intellectual property rights of any third party.
8.2 The Consultant, nor any person put forward by the Consultant to perform the
Engagement/Services, shall not be responsible for any loss, destruction, or damage of whatsoever
nature (including injury or death) incurred by the Client, its employees or third parties, resulting from use of the Services results by the Client, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of the Consultant or his employees. The Client shall indemnify the Consultant accordingly.
8.3 Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, the Consultant’s liability shall in aggregate not exceed the price for the Services. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
- TERM AND TERMINATION, REFUND
9.1 Any times or dates set forth for the provision or completion by the Consultant of the delivery of the services are estimates only and shall never be considered of the essence or binding. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In no event shall the Consultant be liable for any delay in providing these services.
9.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party:
(i) is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party;
(ii) is affected by a Force Majeure which cannot be removed, overcome or abated
within three (3) months; or
(iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).
9.3 If the Client issues a termination notice, the Client shall be obliged to pay the Consultant a compensation equal to the full agreed fees due plus any additional costs incurred by the Consultant as a result of said early termination.
9.4 In case the Consultant cannot be reasonably expected to complete the works due to unforeseen circumstances, the Consultant may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.
9.5 The Client accepts that there is no entitlement to refund of fees paid in advance or subsequently once paid. It is accepted by the parties that the NO REFUND rules apply to this agreement.
The Consultant shall perform the Contract as an independent contractor and shall not be the servant or agent of the Client.
Any notice given under or pursuant to the Contract shall be given in writing and shall be given by mail, registered mail or by facsimile transmission to the other party at the addresses mentioned in the Purchase Order, or to such other address as a party may by notice to the other have substituted therefore. Any such notice shall be deemed to have been received on the second (2nd) business day following the date of its mailing if sent by (registered) mail, on the seventh (7th) business day following the date of its mailing if sent by (registered).
- OBSERVANCE OF LEGAL REQUIREMENTS
12.1 The Consultant shall carry out his obligations under the Contract in a manner that conforms to relevant legal requirements.
12.2 Without prejudice to the generality of Article 12.1, in carrying out his obligations under the Contract the Consultant shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.
- GOVERNING LAW AND JURISDICTION
13.1 All disputes which cannot be settled amicably shall be referred to the applicable courts in England and Wales and the parties consent to the jurisdiction of the courts there.
13.2 The Contract is governed by and interpreted in accordance with the laws of England And Wales.
- FORCE MAJEURE
Neither party shall be liable in any way for any damage, loss, cost, or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.