“Assignment” means the professional consultancy services which Senior Internet agrees to provide to Customer in accordance with a Proposal submitted by Senior;
“Customer” means the person for whom Senior Internet carry out an Assignment;
“Senior” means Senior Internet Ltd;
“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
“Proposal” means the description of the services which we propose to provide and which is submitted by Senior to Customer; and
“Working Day” means any 7 hour day which is not a Saturday, Sunday or statutory public holiday in England.
- These Terms of Business are to be read in conjunction with quotations dated up to 1st January 2016.
- These Terms of Business and any relevant Proposal will govern an Assignment to the exclusion of any other terms and conditions. No variation to these Terms of Business and/or any Proposal shall bind Senior unless agreed in writing by one of Senior’s Directors.
- If there is any conflict between any Proposal and these Terms of Business, the terms of the Proposal shall prevail.
- Proposals are not binding and are an estimate only of the number of Working Days to perform the Assignment and Senior’s charges and related expenses for the Assignment. Unless otherwise stated, a Proposal is not to be construed as an offer to perform the Assignment within a fixed time or for a fixed price.
- The contract between Customer and Senior shall come into effect only when the Customer has signed these Terms.
- Senior’s charges, as set out in the applicable Proposal, cover all consultant time spent on the Assignment. Charges quoted at a daily rate are for a Working Day and any additional hours or parts of a Working Day will be charged additionally at a proportionate amount of the daily rate.
- The Customer will bear any expenses incurred by Senior as a direct result of performing the Assignment, including but not limited to Senior’s travel and subsistence costs, reasonable administrative costs, and 3rd party costs. Expenses will not exceed the amount estimated in the relevant Proposal without Customer’s prior agreement.
- During an Assignment, if additional services and/or expenses not identified in the Proposal become, in Senior’s reasonable opinion, necessary and/or desirable, Senior will not perform those services and/or incur additional expenditure without Customer’s prior agreement.
- Unless stated otherwise in the Proposal, Senior’s charges are invoiced monthly in arrears and are payable, with any applicable Value Added Tax, within 28 Working Days. Late payments will incur penalties at the rate permitted by The Late Payment of Commercial Debts (Interest) Act 1998.
- The results of any Assignment including, but not limited to, all surveys, forecasts, recommendations and/or reports are provided in good faith and in reliance on the information made available to Senior at the time of the Assignment. Successful implementation of the Assignment and its results depends, among other things, on Customers effective co-operation.
- Neither Customer nor Senior shall have any Liability for any matters outside the reasonable control of the party in default.
- During the Assignment and for a period of 12 months after the end of the Assignment, Customer will not, without Senior’s prior agreement, directly and/or indirectly entice or attempt to entice away from employment, employ, engage and/or otherwise use the services of any individual who was an employee or representative of Senior involved in the performance of the Assignment.
- Neither party shall use and/or disclose any confidential information which is acquired by it about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s confidential information except in the proper performance of this Agreement. These obligations of confidentiality and non-use shall not apply to information which is or becomes public knowledge without default and/or omission by either party or is or becomes known from other sources without restriction on disclosure or is required to be disclosed by any legal or professional obligation or by any regulatory authority.
- Senior will retain ownership of all intellectual property rights in any reports, software, data and all other materials created, prepared and/or developed by Senior during the Assignment. Senior grants Customer a royalty-free licence to use these intellectual property rights for internal purposes within Customer organisation only. If Customer wish to use these intellectual property rights outside Customer organisation, Customer will require Senior’s written consent for that use.
- Senior’s total Liability to Customer shall not exceed 100% of the amount due from Customer to Senior under this Agreement.
- Nothing in this Agreement shall exclude or limit Senior’s Liability for death or personal injury due to Senior’s negligence or any Liability which is due to Senior’s fraud or any other liability which Senior is not permitted to exclude or limit as a matter of law.
- The duration of the assignment is outlined in the proposal and the invoicing schedule. Early cancellation of this assignment by the client will incur cancellation penalty of 50% of the contract value remaining, unless Senior has failed to carry out the actions specified in the assignment.
- In the event that any of the above terms are held to be invalid, the remainder of the terms shall remain in full force and effect.
- The terms of this Agreement shall be subject to and construed in accordance with English law and the English courts shall have non-exclusive jurisdiction to hear any disputes arising under them.
Senior is committed to providing high quality services that represent excellent value. If you are dissatisfied in any way with the service that you receive, please call Tricia Durrant on 0115 838 9555, or e-mail email@example.com. Please be assured that Senior will make every effort to deal with any Customer concerns and restore Customer satisfaction with our service and company.