Business Aspirations Limited
Terms and Conditions of Business
The Definitions, expressions and terms used in herein and hereafter shall have the following meanings:
- 1.1 For the purposes stated hereunder, Business Aspirations Limited shall be referred to as "the Company";
- 1.2 "Terms and Conditions" means the terms and conditions of supply of Services as set out in this document and any subsequent or amended terms and conditions agreed, from time to time, and expressed in writing by the Company;
- 1.3 "Contract" shall mean any agreement between the Company and the Client for the provision of Services that incorporates these Terms and Conditions;
- 1.3.1 "Agreement" shall mean any contract between the Company and the Client for the provision of Services that incorporates these Terms and Conditions;
- 1.4 "Consultant" shall mean any person or Associate under a contract for services working with or for the Company;
- 1.5 "Client" shall mean any incorporated or unincorporated company, partnership, person or other entity that engages with the Company under a contract of services;
- 1.6 "Proposal" shall mean any pre-contract document describing the Services that the Company and the client have agreed;
- 1.7 "Services" shall mean any consultancy service, interaction, advisory service or work that is more fully described in the Proposal;
- 1.8 "Intellectual Property Rights" means any patent, registered trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for:
2.0 GENERAL CONDITIONS:
- 2.1 These Terms and Conditions shall apply to the whole Agreement for the supply of Services by the Company to the Client and shall remain in force until specifically superseded by any other documentation agreed between parties;
- 2.2 Any variation to these Terms and Conditions will only come into effect when agreed in writing and signed by the Company;
- 2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Company be entitled by virtue of any statute, law or regulation.
- 3.1 Any Proposal for Services issued by the Company shall be subject to the Terms and Conditions contained herein;
- 3.2 A Proposal for Services (3.1 above) shall remain valid for a period of 30 days. Thereafter, such Proposal at the sole discretion of the Company may be withdrawn without prejudice to any rights of the company;
- 3.3 Any Proposal issued by the Company to a client will not be altered in any way by the client. Any changes required by the client must be issued in writing, signed and delivered to the Company. The Company in its sole discretion may accept and re-issue the proposal to the client;
- 3.4 A proposal signed by way of acceptance by the client will be deemed to be a contract in its entirety;
- 3.5 Any Contract or Agreement (not withstanding 3.4 above) between the Company and the Client, (which is hereby deemed to incorporate these Terms and Conditions), shall only come into force when the Company confirms, in writing, acceptance of the same to the Client.
4.0 SERVICES AND DELIVERY:
- 4.1 The Services are as more fully described in the Proposal;
- 4.2 Any variation relating to the specified Services will only come into effect when agreed by the Company in writing and delivered to the client;
- 4.3 Commencement of Services shall:
- 4.3.1 Start on the agreed date and continue until the conclusion of the Services or finish date, unless terminated in accordance with the terms of this Agreement; OR;
- 4.3.2 Start on the agreed date and continue uninterrupted until terminated by either party giving to the other not less than 1 months’ notice in writing, unless terminated in accordance with the terms of this Agreement;
- 4.4 The Services shall be carried out at the normal place of work of the Company or the Client or any other location that the Company in its sole discretion shall deem acceptable and appropriate;
- 4.5 Any timing or dates given by the Company for any intervention or Service are bare estimates only and are not guaranteed. Time for delivery shall not be of the essence in the Agreement (Unless otherwise specified by the Client and agreed [in writing] by the Company). The Company shall not be held liable for any losses (consequential or otherwise), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of interaction or Services.
5.0 PRICE AND PAYMENT:
- 5.1 The price for Services is as specified in the Proposal and/or any subsequent contract. Where VAT or any other statutory taxes or impositions are mandated (and any other charges) those will be shown in the Proposal;
- 5.2 Payment is due upon receipt of the relevant invoice, except where otherwise specifically stated in the Proposal or contract;
- 5.3 All costs (direct or indirect) and expenses incurred by the Company or Consultant in connection with the provision of Services will be re-charged at cost or according to standard charges as described in the Proposal and are payable by the Client;
- 5.4 The Client must settle all payments for Services and costs upon receipt of the relevant invoice unless otherwise stated in the Proposal;
- 5.5 The Client will pay interest on all late payments at a rate of 1.5% per month above the base lending rate (as adjusted from time to time) of the Bank of England. For the period that the relevant invoice remains unpaid. Interest shall accrue on a daily basis;
- 5.6 The Company is entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company has exceeded the agreed payment terms is late;
- 5.7 The Client is not entitled to withhold, (under any circumstances) monies due to the Company;
- 5.8 The Consultant is entitled to vary the price to take account of:
- 5.8.1 Amendments to the contract or additional Services requested by the Client which were not included in the original Proposal;
- 5.8.2 Additional work required to complete the Services which were not anticipated or required at the time of the Proposal;5.8.3 Reasonable increase in the hourly rate, per diem rate, if applicable; and any variation must be noted to the Client in writing by the Company.
- 5.8.4 The Company shall be responsible for the payment of all statutory payments as a self-employed person and for the payment of any tax, or other liabilities arising out of remuneration relating to the provision the Services.
6.0 CLIENT OBLIGATIONS
- 6.1 The Client agrees to cooperate with the Company and shall provide support, information and facilities to the Company as may be required;
- 6.2 In circumstances where the Client impedes or obstructs the delivery of Services by the Company, the Company can in such circumstances, and upon giving notice to the Client, treat the Contract as frustrated. Under such circumstances, the Company shall be entitled to recover from the Client (in the normal manner) the full value of the Contract which shall be deemed to include any part of the Contract that remains undelivered due to such frustration;
- 6.3 The Client agrees not to directly or indirectly recruiting any person employed or engaged by the Company for the purpose of providing the Services for a period of six months following completion of the Services.
- 6.4 Should the Client request a release from 6.3 above, a payment of 15% of the annualised remuneration of such person or organisation, shall be paid to the Company by the Client.
7.0 COMPANY OBLIGATIONS:
- 7.1 The Company shall supply the Services as specified in the Proposal or subsequent contract;
- 7.2 The Company shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice;
- 7.3 The Company shall have the authority to delegate any obligations to other employees or subcontractors but undertakes to notify the Client of any significant changes to personnel to be involved with the Client’s business.
The Company shall keep secret and confidential all information relating to the business and affairs of the Client and any subsidiary or associate of the Client. This undertaking does not include information which is already in the public domain.
- 8.1 The Company shall ensure that any other parties to whom work has been delegated will sign an appropriate confidentiality or non-disclosure agreement.
9.0 INTELLECTUAL PROPERTY RIGHTS:
- 9.1 The Company shall take all reasonable steps to ensure that it, or others to who work has been delegated, shall refrain from causing damage to the Intellectual Property Rights belonging to the Client;
- 9.2 The Client shall not distribute any Intellectual Property Rights or methods of working, belonging to the Company to any third party, without the written consent of the Company;
- 9.3 Any Intellectual Property Rights created as a result of the Services shall belong to the Company unless provision has been made to the contrary in the Proposal;
- 9.4 The Client and the Company shall not infringe the Intellectual Property Rights of any third party during the term of this Agreement.
- 10.1 The Agreement shall continue until the Services have been provided in terms of the Proposal or Contract or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions;
- 10.2 The Client may terminate the Agreement if the Company fails to comply with any aspect of these Terms and Conditions and this failure continues for a minimum period of 4 weeks after notification of non-compliance is given;
- 10.3 The Company may terminate the Agreement if the Client has failed to make any payment due within 4 weeks of the sum being requested. Under such termination the Client will be liable to pay to the Company in addition to any amount outstanding, an amount that would represent the full payment due under the Contract if the Contract had reached its natural conclusion;
- 10.4 Either party may terminate the Agreement by notice in writing to the other if:
- 10.4.1 the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
- 10.4.2 the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
- 10.4.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
- 10.4.4 the other party ceases to carry on its business or substantially the whole of its business; or
- 10.4.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
- 10.5 In the event of termination (under 10.0) the Client must pay to the Company any payment for work done and expenses incurred up to the date of termination;
- 10.6 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination;
- Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
12.0 LIMITATION OF LIABILITY:
- 12.1 The Company shall not be liable under any circumstances to the Client or any third party for any direct, indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise;
- The Client shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise directly or indirectly from the Clients breach of any of its obligations under these Terms and Conditions.
14.0 FORCE MAJEURE:
- Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
- The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
16.0 RELATIONSHIP OF PARTIES:
- Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.
17.0 THIRD PARTY RIGHTS:
- Nothing in these Terms and Conditions intend to or confer any rights on a third party.
- If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
- The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
- Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall be followed up with a posted copy of the original email, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
1.0 ENTIRE AGREEMENT:
- These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.
22.0 GOVERNING LAW:
- These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereto, submit to the exclusive jurisdiction of the English courts.