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"The Company" shall mean Provadis Enterprise LTD.
"The Client" shall be defined as the person or company with whom goods and services are to be supplied to.
"Goods and/or Services" shall be known to be any item which the consultant supplies to any of its clients for which it is agreed that charges may or may not be applicable, without limitation this includes administrative charges, consultancy fees, sub-contractual charges, advance service charges.
• The client shall engage the company and the company shall agree to act for the client on the terms and conditions set out in this agreement.
• The company shall undertake the projects described in Schedule 1 ("The Work").
• If the Client requires any additional services or any change to the agreed Services, the Company will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.
2. Commencement / Duration of Services
I If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date the Company begins to carry out any of the Services.
IIThe Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Engagement.
3. Fees & Expenses
I The fees payable for the Services will be as agreed in writing between the Client and the Company. All invoices raised by the company shall become due for payment to be received 14 (fourteen) days following the date of invoice unless consent is expressly given in writing to the client for an extension of this period or terms of any account facility between the company and the client expressly state.
IIAll meeting facilitation, training and coaching fees are subject to 100% upfront payment unless otherwise agreed in writing by the Company.
III Fees are quoted exclusive of any relevant local purchase tax (VAT). If applicable, this will be added to each invoice and payable by the Client.
IV Invoices which are overdue for a period in excess of 14 (fourteen) days from the date of invoice for any services will be subject to suspension.
VFurthermore, at the Company's sole discretion a Statutory Demand under Section 123 (1)(a) or 222(1)(a) of the Insolvency Act 1986 may be issued for non-payment for Goods and/or Services delivered.
VI If this remedy does not satisfactorily resolve any non-payment then a "Winding Up Order" may be issued in accordance with the relevant Acts of Parliament such as the Insolvency Act 1986, the Insolvency Rules 1986, Council Regulations (EC) No. 1346/2000 ('the EC Regulation') and the Companies Act 1985.
VII Any external service or supply of goods bought on behalf of the client, for or related to the provided service shall be passed through to the client at full cost.
5. Withdrawal of Service
The company has the absolute right to withdraw its services and cancel any contracts with the client at any given time. The company shall issue notice of such action in writing.
4. Information & Approval
I The Client will ensure that the Company is provided in good time with all information needed to enable the Company to perform the Services and the Company will be entitled to rely on that information.
IIThe Client will give all decisions and approvals in a timely manner and provide any additional assistance, which the Company may reasonably request.
5. Standard of Care
I The Company will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of the Company's profession.
IIThe Company will also use reasonable endeavours to adhere to the programmes agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond the Company's control.
6. Intellectual Property
I Copyright in all drawings, reports, documents and computer-generated data prepared by the Company will remain the property of the Company. Subject to the Client paying all fees and expenses, which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.
8. Liability & Insurance
I The Company will take appropriate steps to remedy any defect in the Services for which it is responsible and which is immediately notified to it by the Client at any time up to 12 months following completion of the Services.
IIThe Company will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.
I Any contract formed between the company and the client shall be mutually binding to the terms and conditions set out within this document.
IIThe Company may terminate the Appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them, which is not remedied within 14 days. Failure to pay fees and expenses on the due date will constitute a material breach.
III The Client may terminate the Appointment by notice to the Company if the Company commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 14 days of notice requiring it to do so from the Client.
IV Upon termination the Client will pay the Company all fees and expenses due up to the termination date. In the event of wrongful termination by the Client, the Client will in addition pay the Company an appropriate amount of compensation for the Company's loss of anticipated profit.
VTermination will not prejudice the accrued rights and liabilities of the parties.
10. Assignments & Subcontracting
I Neither party will assign or subcontract its obligations without the consent of the other. In the event of the Company wishing to subcontract any of the Services, the Client will not unreasonably withhold its consent. The Company will not be relieved of any of its liabilities to the Client in the event of any subcontracting.
11. Law & Jurisdiction
These terms and conditions are formed under the laws of the United Kingdom and any legal claim shall be made in a court or via the legal system of the United Kingdom.
The Company operates a closed policy on publicity and distribution of information and will not at any time divulge your name, address, telephone number, account details or electronic mail address to any non-legal third party and will only divulge your information to any legal establishment where it is deemed to be in the best interests and operation of the company.
16. Changes to Terms
The Company at all times reserves the right to change the terms and conditions set out here in this document without prior written notice to any of its clients and any subsequent changes will become applicable immediately. No claims will be entered into which may not have been applicable in previous revisions of this document which are subsequently made provision for. Any claims by any client will only be acceptable on grounds outside the current revision of this document. The Company will at all times where reasonably possible make available for viewing its terms and conditions through its corporate website.