t 01242 433 488 | e info@regency-consultants.co.uk
t 01242 433 488 | e info@regency-consultants.co.uk
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 10 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in these Conditions.
| Business Day | a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; |
| Cap | ten (10) times the Supplier’s Charges for the provision of the Services under the Contract; |
| Charges | the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment); |
| Commencement Date | has the meaning given in clause 2.3; |
| Company Director | the director of Regency Consultants Ltd registered in England and Wales with company number 11164592; |
| Conditions | these terms and conditions as amended from time to time in accordance with clause 17; |
| Contract | the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions; |
| Contract Year | A contract year means a 12-month period commencing with the date of the Contract or any anniversary of it; |
| Control | has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly; |
| Customer | the person or firm who purchases Services from the Supplier; |
| Customer Default | has the meaning set out in clause 4.1.8; |
| Deliverables: | the deliverables produced by the Supplier for the Customer in relation to the Services; |
| Data Protection Legislation | any data protection legislation from time to time in force in the UK including the Data Protection Act 1998, General Data Protection Regulation 2018 or any successor legislation; |
| Intellectual Property Rights | patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; |
| Order | the Customer’s order for Services as set out the Customer’s written acceptance of a proposal or tender submission made by the Supplier, or the Supplier’s acceptance of the Customer’s written order; |
| Services | services include the provision of consultancy, assessment, testing, results survey, training, inspection, advice or any other services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification; |
| Specification | the description or specification of the Services provided by the Supplier to the Customer; |
| Statutory Requirements | any requirements which are applicable by virtue of the law of England and Wales; |
| Supplier | Regency Consultants Ltd registered in England and Wales with company number 11164592; |
| Total Charges | all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by the Supplier, whether or not invoiced to the Customer; and |
| Total Liability | the Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. |
1.2.1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3. A reference to writing or written includes fax and email.
2.1. All Services provided by the Supplier to the Customer shall be supplied on the basis of and subject to these Conditions. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. In some cases the Supplier will provide a proposal to the Customer for the provision of the Services (the Proposal) and these Conditions shall (unless agreed in writing to the contrary by the Supplier in advance of the conclusion of any Contract) form part of the Proposal, whether or not attached to the Proposal/referred to within it. Where there is any conflict between these Conditions and the Proposal, the Proposal shall take precedence.
2.3. The Proposal shall be deemed to be accepted when the Supplier confirms unequivocal acceptance of the Proposal (including these Conditions) in writing (which may include by electronic means) its at which point and on which date the Contract shall come into existence (Commencement Date). Any attempt by the Supplier to incorporate its terms and conditions into the Contract in preference to these Conditions (including by reference on any electronic acceptance of the Proposal) shall constitute a counter offer which is rejected by the Supplier.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of thirty (30) Business Days from its date of issue.
3.1. The Supplier shall supply the Services to the Customer in accordance with these conditions and the Specification in all material respects.
3.2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. Such amendment shall not result in any price reduction.
3.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4.1.1. ensure that the terms of the Order and any information provided in the Specification are complete and accurate;
4.1.2. co-operate with the Supplier in all matters relating to the Services;
4.1.3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
4.1.4. provide the Supplier with such information, data and materials as the Supplier may reasonably require in order to supply the Services within the timescale required by the Supplier and ensure that such information is complete and accurate in all material respects;
4.1.5. arrange for the conveyance of any other items which may be required in relation to the agreed Services which are being undertaken on the Client’s behalf, and the Customer shall bear any costs and risk arising under this clause 4.1.5;
4.1.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.7. comply with all applicable laws and shall indemnify the Supplier and keep the Supplier indemnified against all costs, expenses, damages or other losses of any kind whatsoever incurred or suffered by the Supplier as a result of any claims made against the Supplier due to the infringement of any regulation, enactment or legislation by the Customer; and
4.1.8. comply with any additional obligations as set out in the Specification.
4.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
4.2.1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
4.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4; and
4.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5.1. The Charges for the Services shall be calculated on a time and materials basis:
5.1.1. the Charges shall be calculated in accordance with the Supplier’s fee rates, as set out in the Order or Specification;
5.1.2. the Supplier’s daily fee rates for each individual are calculated on the basis of an eight-hour day worked on Business Days;
5.2. The Supplier reserves the right to increase the Charges by giving notice to the Customer at any time before commencement of the Services, to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
5.3. The Supplier reserves the right to invoice the Customer for the total price of the Services under the Contract at any time after commencement of the Services.
5.4. The Customer shall pay each invoice submitted by the Supplier:
5.4.1. within thirty (30) days of the date of the invoice or in accordance with any special credit terms agreed by the Supplier and confirmed in writing to the Customer; and
5.4.2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
5.5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.6. The Supplier is not responsible for determining the whether the provision of the Services is liable to VAT. The Customer shall indemnify the Supplier against any charge for VAT relating to the Services made against the Supplier by the relevant tax authority.
5.7. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.8. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.1. Any Services provided by the Supplier comprising but not limited to advice data, results and conclusions are based on information supplied by the Customer and evidence known at the time to the Supplier.
6.2. Any Services provided are believed to be accurate and reliable subject to the limitations of normal experimental uncertainties.
6.3. The Supplier is not obliged after the carrying out of any Services to inform the Customer of any subsequent changes to industry procedures, policies and/or Statutory Requirements which may come into force from time to time.
6.4. If any changes to industry procedures, policies and/or Statutory Requirements are introduced after Services have been provided to the Customer the Supplier will not be liable for these changes or any effect they have on the previous Services provided to the Customer.
7.1. All Intellectual Property Rights in or arising out of or in connection with the Services and provision of the Deliverables (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
7.2. Subject to the receipt of all sums payable under this Contract, the Supplier grants to the Customer, or shall procure the direct grant to the Customer of, an exclusive licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
7.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.
7.4. The Deliverables are prepared exclusively for the Customer for the purposes of the Contract and may not under any circumstances be used by any third party. The Supplier is not liable for any Deliverable so used and the Customer shall indemnify the Supplier against all liability and loss, damages and expenses of any kind whatsoever awarded against or incurred by the Supplier in connection with any claims by third parties in connection with such use of the Deliverables.
7.5. The Customer shall promptly notify the Supplier in writing of any actual or suspected infringement of the Supplier’s Intellectual Property Rights, design rights or copyright in the Deliverables which comes to the Customer’s notice.
7.6. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
7.7. The Supplier’s name shall not be used in connection with the Contract for purposes of publicity promotion or advertising without the prior written approval of the Supplier. The Supplier may publish or join in publishing any description or illustration of the works with the prior consent of the Customer.
8.1. Neither party shall (except with the prior written consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other party any person employed by such other party in the provision of the Services or (in the case of the Customer) in the receipt of the Services at any time during the Term or for a further period of 12 months after the termination of this agreement other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other party. The parties agree and acknowledge that these restrictions shall not apply to persons who are not employees of the relevant party.
8.2. If either the Supplier or the Customer commits any breach of Clause 8.1, the breaching party shall, on demand, pay to the claiming party a sum equal to one year’s basic salary or the annual fee that was payable by the claiming party to that employee, worker or independent contractor plus the recruitment costs incurred by the claiming party in replacing such person.
9.1. The parties acknowledge that they are each acting as Controller in relation to personal data collected and handled by each of them under the Contract. Each party agrees to comply with all applicable requirements of the Data Protection Legislation.
9.2. The parties shall cooperate with each other and provide reasonable assistance to the other in relation to a breach or suspected breach of any of the Data Protection Legislation in so far as it relates to data that arises under the Contract.
9.3. The parties shall not, unless required to do so by Data Protection legislation, or any other law regulation or guidance, act in such a way as to put the other party in breach of its obligations under the Data Protection Legislation.
10.1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding a sum equivalent to the amount paid for the Services by the Customer under the Contract. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.2. Except as expressly provided in this Contract and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are hereby excluded, and the Supplier shall not be liable for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in the Services, (including any delay in providing or failure to provide the Services) whether such defects or deficiencies are caused by the negligence of the Suppliers or its employees or agents or otherwise.
10.3. The Supplier’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Company Director in writing. In entering into the Contract, the Customer acknowledges that it does not rely on and waives any claim for breach of, any such representations which are not so confirmed.
10.4. No liability is accepted by the Supplier for loss or damage howsoever caused to any goods or samples submitted for examination by the Customer. Following examination of the goods or samples the remainder will only be returned to the Client upon written request. Unless the Supplier receives notice in writing to the contrary the Supplier shall be entitled to dispose of all goods or samples within 6 months of the completion of the Contract.
10.5. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.5.1. death or personal injury caused by negligence;
10.5.2. fraud or fraudulent misrepresentation; and
10.5.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.6. Subject to clause 10.5, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the Cap.
10.7. This clause 10.7 sets out specific heads of excluded loss:
10.7.1. Subject to clause 10.5, the types of loss listed in clause 10.7.2 are wholly excluded by the parties.
10.7.2. The following types of loss are wholly excluded:
(a) Loss of profits
(b) Loss of sales or business.
(c) Loss of agreements or contracts.
(d) Loss of anticipated savings.
(e) Loss of use or corruption of software, data or information.
(f) Loss of or damage to goodwill.
(g) Indirect or consequential loss.
10.8. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.9. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.10. This clause 10 shall survive termination of the Contract.
11.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one (1) month’s written notice.
11.2. Where the Customer terminates the Contract, the Customer shall indemnify the Supplier for all losses (including loss of profit), costs (including the cost of labour and materials), professional fees, damages, charges and expenses reasonably incurred by the Company as a result of the termination of the Contract.
11.3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.3.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;
11.3.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
11.3.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.3.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.4. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
11.4.1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
11.4.2. there is a change of control of the Customer.
11.5. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.3.2 to clause 11.3.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
12.1.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
12.1.2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.1. The Supplier may at any time subcontract all or part of its obligations to provide the Services without reference to the Customer.
14.2. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.3. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
15.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.
15.2. Each party may disclose the other party’s confidential information:
15.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
15.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
16.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.3. Nothing in this clause shall limit or exclude any liability for fraud.
17.1. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
20.1. Any notice or communication shall be deemed to have been received:
20.1.1. if delivered by hand, on signature of a delivery receipt;
20.1.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
20.1.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 20.120.1.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
20.2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
21.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
21.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
22.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.