These Terms and Conditions ("Agreement") are entered into by and between the consultancy service provider ("Consultant") and the client ("Client") collectively referred to as the "Parties." This agreement shall not come into force until the acceptance of the Consultant of the Clients order for Services and the following conditions shall be deemed to be incorporated in the Agreement.
1.SCOPE OF SERVICES:
Consultant agrees to provide professional consultancy services as agreed upon by both Parties. The specific services, deliverables, and timelines will be outlined in a separate consultancy agreement or project proposal.
The Consultant will exercise reasonable skill, care, and diligence in providing the services and will adhere to professional standards applicable to the industry.
2.CONFIDENTIALITY:
Both Parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the consultancy engagement.
Consultant agrees not to disclose or use any confidential information for purposes other than providing the agreed-upon consultancy services, unless required by law.
Both parties confirm the accuracy of the information and documentation provided by each to the other in performance of the Service. If the Client provides incomplete or inaccurate information or delays unduly in the performance of any of its obligations, the Consultant reserves the right to stop work and agree suitable changes to prices and delivery terms.
3.If as a result of accident, illness or otherwise the nominated person(s) becomes unavailable, the Consultant will provide a suitable replacement to reduce inconvenience to the Client and the duration of this agreement may be extended by a reasonable period of time.
4. If assistance from the Client’s staff is required in connection with the provision of the Services, then the Client shall arrange for such staff to be available to assist the Consultant, at no cost, and shall ensure that such staff have the relevant knowledge and experience.
5.The Consultant shall endeavour to meet any timescales given, but such timescales are not binding and are given for information purposes only.
6.Holidays may be taken by the Consultant without the Clients consent, but the Consultant will communicate any plans with the Client and shall use all reasonable endeavours to minimise disruption.
7.FEES & PAYMENT:
The Client agrees to pay the Consultant the agreed-upon fees for the consultancy services provided. Payment is due by BACs within 14 days of invoice date.
Any additional expenses incurred by the Consultant in relation to the consultancy services, such as travel or accommodation, shall be reimbursed by the Client upon presentation of valid receipts.
8.All prices are exclusive of VAT, Duties or Levies which may be payable. Such amounts as are due shall be paid by the Client.
9. All offers of Service are valid for 14 days unless otherwise stated.
10.INTELLECTUAL PROPERTY:
The Consultant retains all intellectual property rights to any pre-existing materials, methodologies, or tools used during the provision of the consultancy services.
Any intellectual property developed or created by the Consultant specifically for the Client during the consultancy engagement will be assigned to the Client upon full payment of fees, unless otherwise agreed upon in writing.
11.TERMINATION:
Either Party may terminate the consultancy engagement by providing written notice to the other Party. The notice period and any applicable termination fees will be specified in the consultancy agreement.
Upon termination, the Client shall pay for all outstanding fees and expenses incurred up to the date of termination - within 14 days.
12.LIMITATION OF LIABILITY:
The Consultant's liability, whether in contract, tort, or otherwise, arising out of, or in connection with the provision of consultancy services, shall be limited to the total fees paid by the Client.
The Consultant shall not be liable for any indirect, incidental, or consequential damages, loss of profits, or business interruption.
13.This agreement shall be governed and interpreted in accordance with the laws of Northern Ireland and the United Kingdom.
14.No publicity shall be given by either party to any matters relating to this agreement without prior approval being given by the other Party.
15.ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements, whether written or oral, relating to the subject matter herein.
By engaging the Consultant's services, the Client acknowledges and agrees to be bound by these Terms and Conditions.
