IROKO CONSULTING LIMITED STANDARD TERMS AND CONDITIONS
Our standard terms and conditions are those as described below.
Once incorporated, these terms shall apply to the exclusion of all other terms and conditions including any terms which a Client may purport to apply under any confirmation of instruction or similar document.
The standard terms shall continue to apply to all services provided by the Company to the Client under any contract hereafter until expressly excluded in writing.
THESE DEFINITIONS APPLY:
“The Company” means Iroko Consulting Limited, registered in England and Wales (11399546)
“The Assignment” means the Assignment referred to in the Agreement
“The Terms of Reference” means the terms referred to in the Agreement
“The Agreement” means the written terms of agreement between the client and the Company which incorporate the Terms of Reference and the Assignment
“Working Day” means any day which is not a Saturday, a Sunday or a bank holiday in England.
“Services” means the work detailed in the Assignment included in the Agreement
“Personnel” means any Company employees, Directors and Associates engaged to deliver services on behalf of the Company.
2 ASSIGNMENT AND TERMS OF REFERENCE
2.1 The Company agrees to carry out the Assignment in accordance with the Terms of Reference.
2.2 The Client agrees to cooperate with the Company in the performance of the Company’s services and to give such support, facilities and information as may be reasonably required.
2.3 Any written quotation is valid for 1 month from the date of the proposal or earlier if stated.
3 CHARGES AND PAYMENTS
3.1 The Client agrees to pay the charges and expenses in accordance with the provisions of the Agreement. Travel and subsistence expenses are re-charged at cost.
3.2 All sums due from the Client which are not paid on the due date (without prejudice to the rights of the Company under these terms) shall bear interest from day to day at the same annual rate as is prescribed from time to time pursuant to section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 with a minimum rate of 10% per annum.
3.3 During any period in which payments from the Client are overdue, the obligations of the Company may be suspended.
3.4 Advance payment for part or all of the Assignment fees may be required prior to the Company starting work on the Assignment. Work will then be invoiced at agreed milestones or monthly depending on the size of the project. The Company reserves the right to delay commencement subject to non-payment of invoices. Invoice payment is due within 21 days of the invoice date.
4.1 The Company undertakes not at any time to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the Client other than to sub-contractors who have signed an appropriate confidentiality undertaking or others where the Client has expressly or impliedly consented to the disclosure.
4.2 To the extent the Company will be processing personal data, (General Data Protection Regulation (GDPR) 2018) on behalf of the Client, the Company shall only process such Personal data in accordance with the Client’s written instructions and will keep such personal data at all times secure and will not disclose or allow access to it other than to a person placed under a like obligation.
5.1 The Company undertakes to consult with the Client before delegating any of the Company’s obligations hereunder.
5.2 The Company shall have discretion as to which of its personnel are assigned to perform its services but shall consult with the Client concerning any significant changes.
6 INTELLECTUAL PROPERTY
6.1 The Company undertakes not to cause or permit anything which may damage or endanger the intellectual property of the Client or the Client’s title to it or assist or allow others to do so. The Company will continue to own any intellectual property in any documents, materials or properties provided to the Client.
6.2 The Client will own any intellectual property in any documents, materials or Properties produced by the Company as part of an Assignment. Such rights will be only apply once all payments related to the Assignment have been received by the Company.
7 LIABILITY AND INSURANCE
7.1 The Company shall not be liable to the Client for loss or damage to the Client’s property unless due to the negligence or other failure of the Company and its personnel to perform its obligations under this agreement or the general law.
7.2 The Company shall have no liability to the Client for any indirect, special or consequential loss to the Client arising out of or in connection with the provision of any goods or services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and the total liability of the Company for any other loss of the Client arising pursuant to this agreement in respect of any one event or series of connected events shall not exceed the indemnity cover (if any) arranged pursuant to the Agreement or if no such cover has been agreed between the Client and the Company the charges payable by the Client in respect of the Company’s services hereunder.
8 CANCELLATION CHARGES
The following cancellation charges apply once a proposal for an assignment, including (but not limited to) public and in-house training courses, hire of facilities and consultancy projects and a start date has been agreed.
8.1 All direct costs already incurred by the Company in relation to the assignment will be re-charged in full to the Client. This could include, for example, recruitment, facility hire, equipment or printing costs.
8.2 If the assignment is cancelled or postponed less than 10 working days before the scheduled start date, we will charge up to 50% of the fee.
8.3 If the assignment is cancelled or postponed less than 5 working days before the scheduled start date we will charge up to 100% of the fee.
9 TERMINATION FOR BREACH
The following obligations are conditions of this agreement and any breach of them shall entitle the party not in breach to terminate this agreement by immediate written notice and the rights and liabilities of the parties shall then be determined in accordance with clause 9:
9.1 Failure on the part of the Client to make punctual payment of all sums due to the Company under the terms of this agreement.
9.2 Failure on the part of the Company to remedy any breach of its obligations hereunder within a reasonable time following written notice from the Client which: refers to this clause; specifies the breach with full particulars; indicates how the breach is to be remedied and specifies the Client’s opinion of a reasonable time for remedy.
9.3 The levying of distress or execution against the Client or the making by it of any composition or arrangement with creditors or the presentation of a petition for the Client’s liquidation or bankruptcy or administration or the appointment of a receiver over any part of the Client’s assets.
9.4 The doing or permitting of any act by which the Company’s rights in any intellectual property may be prejudiced or put in jeopardy.
9.5 Any serious or persistent breach by the Client of its obligations hereunder.
10 TERMINATION AND CONSEQUENCES
In the event of this agreement being terminated whether by effluxion of time, notice, breach or otherwise and without prejudice to any other remedy available to the Company the Client shall immediately pay to the Company:
10.1 any sums due under the terms of this agreement and
10.2 in the event of termination by reason of sub-clauses 9.1, 9.3, 9.4 or 9.5, any further sums which would but for the termination of this agreement have fallen due by the end of the Company’s Assignment less a discount for any accelerated payment at the rate of 5% per annum.
11 COMPANY’S OUTPUTS, MATERIALS AND INFORMATION
11.1 All intellectual property rights including copyright which are capable of existing in any documents, computer software or information or (without limit) other materials created or provided pursuant to this contract by the Company shall be and remain the Company’s property.
11.2 The Client undertakes to keep all materials, documents and information provided to it by the Company confidential to itself and its employees and not to distribute any product of the services provided hereunder to any third party without the Consultant’s prior written consent.
11.3 Any materials produced or supplied to the Client by the Company in which intellectual property rights are capable of subsisting shall be licensed to the Client for internal use only in connection with the purposes of the terms of reference and such licence shall forthwith terminate if notice is given by the Company terminating this contract pursuant to clause 8.
11.4 The Client and the Company undertake with each other not during the course of this contract to infringe the intellectual property rights of any third party.
12 COMPANY’S REFERENCES TO CLIENT
12.1 Subject to clause 4 (Confidentiality) the Company shall be entitled to refer to its provision of services to the Client for any purpose in connection with the Company’s business provided that prior to any published reference to the Client the Company shall give the Client an opportunity to object to such reference and in the event of objection upon reasonable grounds shall not refer to the Client as proposed.
13 FORCE MAJEURE
Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of this agreement impossible, whereupon all money accrued due under this agreement shall be paid.
Each of the parties warrants its power to enter into this agreement and has obtained all necessary approvals to do so.
14.2 Whole agreement
Each party acknowledges that this agreement (as varied) and the conditions contain the whole agreement between the parties and that it is not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.
14.3 Change of address
Each of the parties shall give notice to the other of the change or acquisition of any address or telephone, email or similar numbers at the earliest possible opportunity but in any event within 24 hours of such change or acquisition.
Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered post to the address of the relevant party shown at the head of this agreement or such other address substituted in writing under clause 14.3 (and if more than one address any such address) or by facsimile transmission or by electronic mail or by telex and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by electronic mail to the electronic mail number of the addressee (with correct answer back).
Headings contained in this agreement are for reference purposes only and should not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
14.6 Joint and several
All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successor in title to the parties.
14.7 Proper law and jurisdiction
14.7.1 This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.
14.7.2 Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in England or Wales.
14.7.3 The submission by the parties to such jurisdiction shall not limit the right of the Company to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.
14.7.4 Any notice of proceedings or other notices in connection with or which would give effect to such proceedings may without prejudice to any other method of service be served upon any party in accordance with clause 14.4.
Failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.
14.9 Status of Company
14.9.1 The Company, in furnishing services to the Client, is acting only as an independent contractor and neither party shall act as agent for or partner of the other party.
14.9.2 In such capacity, the Company shall bear exclusive responsibility for the payment of any tax liabilities arising out of remuneration for the work performed by the Company and its personnel under this agreement.
14.9.3 The Company and its personnel shall not be subject to directions from the Client as to the manner in which personnel shall perform work.
14.10 Assignment or sub-contracting
The Company shall be entitled to sub-contract any of its rights or duties under this agreement.
The Client shall not be entitled to withhold payment of any sum otherwise payable to the Company by reason of any claim, set-off or for damages in relation hereto.
In the event of any dispute arising between the parties in connection with this agreement, the parties will in good faith seek to resolve that dispute through mediation. The mediator shall be agreed upon within fourteen days of one party requesting mediation, failing which either party may refer to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator.
Unless otherwise agreed, the parties shall share equally the costs of the mediation. if the parties fail to reach agreement in the structured negotiations within 60 days of the Mediator being appointed, or such longer period as may be agreed by the parties, or one of the parties refuses to participate in mediation then any dispute or difference between them may be referred to the Courts.
Nothing in this clause shall prevent either party seeking a preliminary injunction or other judicial relief at any time if in its judgment such action is necessary nor shall the Company be precluded from issuing proceedings or taking any other step in relation to the non-payment of monies due.
Version 1 6 March 2019