Terms for Trading Astute Transformations Limited and/or one of its subsidiaries or associate companies
Particularised terms, and any variations from these Conditions agreed with the Client, are contained in the Proposal.
1 Definitions
‘The Client’ means the person, firm or company so named in the Proposal.
‘The Company’ means Astute Transformations Limited and/or one of its subsidiaries or associate companies.
‘The Proposal’ means the offer in writing by the Company to conduct the Assignment.
‘The Assignment’ means the management consultancy services to be provided by the Company to the Client in accordance with the Proposal.
‘The Contract’ means the agreement between the Client and the Company, consisting of the Proposal and these Conditions. 'Consultants' means any member of the Company's staff who is involved in any way in the Assignment.
2 Application of conditions
Except where inconsistent with the express written terms of any Contract between the Company and the Client, these Conditions shall apply to all Contracts for management consultancy services between the Company and the Client.
3 Formation of contract
No binding contract for the performance of the Assignment will come into existence until the Company has received the Client’s acceptance of the Proposal orally or in writing (which shall include e-mail).
4 Fees
Fees at the rates set out in the Proposal are charged under the Contract for time spent by the Company in performing the Assignment, including travelling time, whether to or from the Client’s premises or elsewhere. No charge will be made for time during the Assignment represented by illness or absence of a consultant. Any estimate of fees specified in the Proposal or otherwise shall not amount to a contractual commitment from the Company to carry out the work for the estimate given.
5 Expenses
The Company charges for travel by car in the UK at 57 pence a mile and for other travelling and reasonable overnight accommodation and subsistence and any other expenses incurred and/or payments made to third parties on a Client’s behalf at actual cost, unless other arrangements are agreed with the Client and recorded in the Proposal. The Company reserves the right to charge the Client a fee (which will cover any actual cost to us and/or an administration charge) for arranging certain bank transactions and postage services, providing meeting rooms, online meeting and webinar services, providing data on electronic media, photocopying, scanning, printing, incoming and outgoing faxes and international telephone calls.
6 Value Added Tax
VAT at the current rate will be added, where applicable, to the Company’s invoices.
7 Payment
An invoice is sent monthly, in arrears, for work done. Payment is due upon receipt, unless other arrangements are agreed with the Client and recorded in the Proposal.
8 Fee rates
The Company reserves the right to increase the fee rates shown in the Proposal to take account of inflation. The Company will give the Client three months’ notice of any increase in fees applicable to an uncompleted Assignment.
9 Termination of Contract
The Contract may be terminated by either party giving the other one month’s notice in writing. In addition, the Company reserves the right to cease work immediately and/or terminate the Contract on immediate notice to the Client in the event of non-payment of fees, breach of these Conditions or the insolvency of the Client. The Client shall have no claim against the Company in respect of any damage suffered (and waives any claim that the Client would otherwise have had) whether as a direct or indirect consequence of such cessation of work or termination of the Contract. On termination, the Company will charge the Client for work done and expenses incurred up to the end of the period of notice.
10 Forecasts et cetera by the Company
Forecasts and recommendations in any Proposal, report or letter are made in good faith and on the basis of the information before the Company at the time. Their achievement will depend, among other things, on the effective co-operation of the Client and the Client’s staff and the accuracy and completeness of the information provided by or on behalf of the Client. In consequence, no statement in any Proposal, report or letter is to be deemed to be in any circumstances a representation, undertaking, warranty or contractual condition. The Client shall inform the Company if it becomes aware of any information which might have any effect on the outcome of the Assignment.
11 Limitation of Liability
The Company shall not be liable to the Client for any loss, damage, costs or expenses howsoever incurred by the Client, or other claims arising from or made by any third party, as a result of any failure or delay by the Client in carrying out its obligations under the Contract, or in the event that the Client fails to provide any instructions, information or documentation whether requested by the Company or otherwise or in the event that any instructions, information or documentation supplied by the Client or any third party are incomplete, incorrect or inaccurate.
Subject to the provisions of the following paragraph only, the Company shall not be liable, whether in tort, contract, under statute or otherwise for any losses that are not reasonably foreseeable on the formation of the Contract or for any loss of profits, loss of business, depletion of goodwill and/or similar losses or any indirect or consequential loss, costs, damages, charges or expenses or claims by third parties howsoever suffered by the Client. In addition, the Company’s total liability in contract, tort, under statute or otherwise arising in connection with the performance of the Contract shall be limited in aggregate to £5,000,000.
Nothing in these Conditions excludes or limits the Company’s liability for:
• death or personal injury caused by its negligence; or • any matter which the law prohibits the Company to exclude or attempt to exclude its liability; or • fraud or fraudulent misrepresentation.
12 Office and secretarial facilities
The Client will make available suitable office and secretarial facilities for the consultant(s) throughout the Assignment.
13 Variation of Contract
Any variation or extension of the work to be carried out by the Company not covered by the Proposal is not part of the Contract and will be the subject of separate agreement between the Company and the Client and confirmed in writing.
The Company may change the terms of these Conditions from time to time. The Company will give the Client a minimum of 4 weeks’ notice in writing of any such changes. If the Client does not wish to continue the Contract as a consequence of such change, then it shall be entitled to terminate the Contract in accordance with clause 9. Otherwise, the Client shall be assumed to have agreed to such changes with effect from the expiry of the notice period provided.
14 Consultants
The Client agrees not to enter into any discussion about employment with any of the Company’s consultants until twelve months have elapsed from the date of the last payment from the Client to the Company. If for any reason the Client engages any of the Company’s consultants in any way (on contract for services or employed) within such time the Client shall pay the Company an amount equal to six months at the full daily rate representing the average time taken to replace any consultant and the associated losses likely to be incurred by the Company.