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Consultancy Services - Terms and Conditions

 

Consultancy Services - Terms and Conditions

1. SUPPLY OF THE SPECIFIED CONSULTANCY SERVICE

1.1 The Heart of Business shall provide the Specified Consultancy Service to the Client subject to these Conditions and any Special and Overriding Terms and Conditions. Any changes or additions to the Specified Consultancy Service, the Specification, the Conditions, or any Special and Overriding Terms and Conditions, must be agreed in writing by the Heart of Business and the Client.
1.2 No terms or conditions endorsed upon, delivered with, or contained in the order or similar from the Client shall form part of the Contract.
1.3 In the event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions shall prevail.
1.4 The Specified Consultancy Service shall be provided in accordance with the Specification provided by the Heart of Business, and otherwise in accordance with the Heart of Business’s current brochure or other published literature relating to the Consultancy Services from time to time, subject to these Terms and Conditions.
1.5 The Heart of Business may correct any typographical or other errors or omissions in any quotation, brochure, promotional literature, or other Document relating to the provision of the Specified Consultancy Service without any liability to the Client.
1.6 the Heart of Business may at any time, without notifying the Client, make any changes to the Specified Consultancy Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
1.7 No order submitted by the Client shall be deemed to be accepted by the Heart of Business unless and until confirmed in writing by the Heart of Business.
1.8 The Client shall be responsible to the Heart of Business for ensuring the accuracy of the terms of any order.
1.9 No order which has been accepted by the Heart of Business may be cancelled by the Client except with the agreement in writing of the Heart of Business and on terms that the Client shall indemnify the Heart of Business in full against all loss (including loss of profit), costs, damages, charges, and expenses incurred by the Heart of Business as a result of cancellation.
1.10 The Client shall supply the Heart of Business with all necessary Input Materials within sufficient time to enable the Heart of Business to provide the Specified Consultancy Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
1.11 The Client shall retain duplicate copies of all Input Material.
1.12 The Heart of Business shall have no liability for any loss or damage of Input Material, however caused.

2. GENERAL DUTIES OF HEART of BUSINESS

2.1 The Heart of Business shall provide the Specified Consultancy Services to the Client in a professional manner with due care and diligence to the best of its abilities.
2.2 The Heart of Business accepts no liability for the use of any information or data provided.
2.3 The Heart of Business shall not be restricted in providing similar services to other third parties.
2.4 The Heart of Business shall supply the Specified Consultancy Service using the Key Personnel where identified, and shall have the right to nominate alternative personnel if any or all of the Key Personnel become unavailable.

3. WORK ON CLIENT’S PREMISES

3.1 Where the Heart of Business requires access to the Client’s premises for the purposes of performance of the Specified Consultancy Service, the Client shall provide reasonable access and all services necessary to permit the Heart of Business to fulfil its obligations under the Contract at mutually convenient times.
3.2 The Heart of Business will commit no act or omission at the Client’s premises which would render the Client liable to any person, and the Heart of Business shall observe the Client’s regulations and provisions in force relating to the safety of persons when using the Client’s premises.

4. PRICE OF SERVICES

4.1 The Price, unless otherwise so stated, shall be exclusive of value added tax which shall be payable by the Client (subject to receipt of a VAT invoice) at the rate prevailing at the relevant tax point.
4.2 The Price includes the cost of all Materials unless otherwise expressly stated in the Contract.
4.3 Exceptional costs, including exceptional travelling costs, may be itemised separately in the specification or subject to a separate additional charge based on actual costs incurred by the Heart of Business.
4.4 No variation in the Price will be accepted by the Heart of Business without its express consent in writing by a Director.

5. TERMS OF PAYMENT

5.1 In the event of no special payment terms being specified, payment of the Price shall be made 50% with order and 50% paid within 30 days of the date of the invoice for each and all invoices.
5.2 Trade credit terms can only offered by the Heart of Business if approved by a Director of the Heart of Business.
5.3 The Client may not withhold payment for any disputed amount greater than the value of rectifying the disputed element of the Specified Consultancy Service.
5.4 If payment is not made on the due date, the Heart of Business shall be entitled without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4 per cent above the base rate from time to time of Barclays Bank PLC from the due date until the outstanding amount is paid in full.
5.5 If any payment is not received on the due date, the Heart of Business reserves the right to cease providing any Service until the payment is received.

6. VARIATIONS AND ADDITIONAL CHARGES

6.1 The Heart of Business shall make Additional Charges to the Client for any variation requested by the Client that results in additional costs being incurred by the Heart of Business.
6.2 The Heart of Business shall give not less than two weeks’ written notice to the Client of its intention to invoice the Additional Charges.
6.3 All Additional Charges are exclusive of any value added tax, for which the Client shall be additionally liable.
6.4 The Heart of Business’s Additional Charges shall be paid by the Client together with any applicable value added tax and without any set-off or other deduction within 30 days of the date of the Heart of Business’s invoice.
6.5 No variations to the Contract shall be made or binding unless agreed in writing by the Parties.

7. INTELLECTUAL PROPERTY RIGHT AND RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL

7.1 Any Background Intellectual Property shall belong to the Party that created it.
7.2 Any Input Material originating from the Client shall belong to the Client.
7.3 All Foreground Intellectual Property shall belong to the Heart of Business subject only to the right of the Client to use that intellectual property for the purposes of utilising the Specified Consultancy Service by way of a non-exclusive licence subject only to payment in full of all sums payable under the Contract unless otherwise agreed in writing between the two Parties.
7.4 Any Output Material shall, unless otherwise agreed in writing between the Client and the Heart of Business, belong to the Heart of Business, subject only to the right of the Client to use the Output Material for the purposes of utilising the Specified Consultancy Service by way of a non-exclusive licence, subject only to payment in full of all sums payable under the Contract.
7.5 Any Input Material or other information provided by the Client which is so designated by the Client shall be kept confidential by the Heart of Business, and all Output Material or other information provided by the Heart of Business which is so designated by the Heart of Business shall be kept confidential by the Client, except that the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
7.6 The Client warrants that any Input Material and its use by the Heart of Business for the purpose of providing the Specified Consultancy Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Heart of Business against any loss, damages, costs, expenses, or other claims arising from any such infringement.
7.7 Subject to clause 7.6, the Heart of Business warrants that any Output Material and its use by the Client for the purposes of utilising the Specified Consultancy Service will not infringe the copyright or other rights of any third party and the Heart of Business shall indemnify the Client against any loss, damages, costs, expenses, or other claims arising from any such infringement.

8. FORCE MAJEURE

8.1 If either party is affected by Force Majeure, it shall forthwith inform the other party in writing of the matters constituting the Force Majeure, and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
8.2 The Heart of Business shall not be liable for any breach of its obligations resulting from a cause beyond its control including, but not limited to, fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest, or terrorist action. If a default due to any of these matters shall continue for 60 days, the Heart of Business shall have the right to terminate the Contract without liability to the Client by serving written notice on the Client.
8.3 Save as provided for in clause 8, a Force Majeure shall not entitle the Client to terminate this Contract and neither party shall be in breach of this Contract nor otherwise liable to the other party, by reason of any delay in performance or non-performance of any of its obligations due to a Force Majeure.

9. WARRANTIES AND LIABILITY

9.1 The Heart of Business warrants to the Client that the Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification.
9.2 Where in connection with the provision of the Specified Consultancy Service the Heart of Business supplies any goods or services supplied by a third party, the Heart of Business does not give any warranty, guarantee, or other term as to their quality, fitness for purpose, or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee, or indemnity given by the person supplying the goods to the Heart of Business.
9.3 Any claim by the Client of any breach by the Heart of Business of the Contract or these Conditions (including the warranty contained in Clause 9.1 above), must be notified to the Heart of Business within 10 working days of the supply of the Specified Consultancy Service. If the Client does not notify the Heart of Business accordingly, the Client will be deemed to have accepted the Specified Consultancy Service, and the Heart of Business shall have no liability in relation to the provision of the Specified Consultancy Service, and the Client shall be bound to pay the Price in full. Where the Client has made a valid claim, the Heart of Business will at its sole discretion, either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum meruit basis.
9.4 The Heart of Business shall have no liability to the Client for any loss, damage, costs, expenses, or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
9.5 Except in respect of death or personal injury caused by the Heart of Business’s negligence, or as expressly provided in these Conditions, the Heart of Business shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit, or any indirect, special or consequential loss, damage, costs, expenses, or other claims (whether caused by the negligence of the Heart of Business, its servants or agents or otherwise) which arise out of, or in connection with, the provision of the Specified Service or their use by the Client, and the entire liability of the Heart of Business under or in connection with the Contract, shall not exceed the amount of the Heart of Business’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.
9.6 Subject as expressly provided in these Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.7 Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. The Heart of Business shall not be liable to the Client, or be deemed to be in any breach of the Contract, by reason of any delay in performing, or any failure to perform, any of the Heart of Business’s obligations in relation to the Specified Service. Unless stated in the Overriding Terms and Conditions, time of delivery of the Specified Consultancy Service shall not be of the essence of the Contract.

10. CONFIDENTIALITY

10.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the Client by the Heart of Business or its agents, and any other confidential information concerning the Heart of Business’s business or its products which the Client may obtain, and the Client shall restrict disclosure or such confidential material to such of its employees, agents, or sub-contractors, as need to know the same for the purpose of discharging the Client’s obligations to the Heart of Business and shall ensure that such employees, agents, or sub-contractors, are subject to like obligations of confidentiality as bind the Client.

11. TERMINATION

11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and, if capable of remedy, fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation, or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors, or has a receiver or administrator appointed.
11.2 The cost of all and any work completed by the Heart of Business up to the date of termination, and any costs incurred by the Heart of Business as a result of a cancellation by the Client under clause 11.1, will be payable by the Client to the Heart of Business.

12. DATA PROTECTION

12.1 The Heart of Business will only use any personal information made available to it for the purpose of providing the Specified Consultancy Service to the Client outlined in the Contract.

13. GOVERNING LAW

13.1 The construction, validity, and performance of the Contract and these terms and conditions shall be governed and construed in accordance with English law.

14. GENERAL

14.1 These Conditions (together with the terms, if any, set out in the Specification and/or Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding, and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
14.2 Any notice required, or permitted to be given, by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business, or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.5 When Services are provided by the Heart of Business as part of a Government-funded scheme, the Client shall keep and make available for audit by the Heart of Business or Government auditors, all records relating to the Services, including any Baseline, Outputs, or Results data for a period of six years from the completion of the Contract or any alternative date provided in writing by the Heart of Business.

Definitions and Interpretation

Additional Charges - means any additional costs incurred by the Heart of Business as a result of specification variations, or the actions or inactions of the Client or its agent, for which the Heart of Business will be reimbursed by the Client;

Client - means the person or company for whom the Heart of Business has agreed to provide the Specified Consultancy Service in accordance with these Conditions;

Conditions - means the Heart of Business’s standard terms and conditions for the supply of consultancy services set out in this document;

Contract - means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for the provision of the Specified Consultancy Service;

Contract Period - means the time to complete the Specified Consultancy Service stated in the Specification;

Document - includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, film, negative, tape or other device embodying visual image,s and any disc, tape, flash drive or other device embodying any other data;

Input Material - means any Documents or other materials, and any data or other information provided by the Client to the Heart of Business relating to the Specified Consultancy Service;

Key Personnel - means any key Heart of Business personnel named in the Specification;

Output Material - means any Documents or other materials, and any data or other information provided by the Heart of Business to the Client relating to the Specified Service;

Parties - means the Client and the Heart of Business;

Price - means the price or fee to be paid by the Client to the Heart of Business for the Specified Consultancy Service;

Special and Overriding Terms and Conditions - means any additional terms and conditions included in the Specification that are in addition to, and/ or override these Conditions.

Specification - means the details of the Specified Consultancy Service;

Specified Consultancy Service - means the service to be provided by the Heart of Business for the Client and referred to in the Specification;

Heart of Business - is a trading name of Oxford HOB Limited, registered in England and Wales, number 8844558, whose registered office is at 20 Cleveland Close, Maidenhead, Berkshire SL6 1XE.

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