Terms & Conditions
Fair business for all
Blue Phoenix Enterprises (UK) Ltd, is pleased to set out the Standard Terms and Conditions for the Supply of Services which will apply to the work I do for you.
If at any time you should have any questions in connection with the Contract or my work please let me know.
In the event of any conflict between these Terms and any other document that forms part of the Contract, these Terms shall prevail.
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Service Specification as specified in any preceding Terms of Engagement.
1.2 “Customer” means the organisation or person who purchases services from the Supplier.
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the word enforceable.
1.4 “Service Specification” means a Statement of Work, quotation or other similar document describing the services to be supplied by the supplier
1.5 “Supplier” means Blue Phoenix Enterprises (UK) Ltd of Hurstbourne, Willoughby Road, Sutton On Sea, Lincolnshire, LN12 2NF
2. The Service
2.1 Before the commencement of the services the Supplier shall submit to the Customer a Service Specification which shall specify the service to be performed and the fees payable.
2.2 The Customer shall notify the Supplier immediately in writing if the Customer does not agree with the contents of the Service Specification.
2.3 The service that will be provided will be as detailed in the Service Specification and shall be subject to these Terms and Conditions.
2.4 Where individual staff are named in a team for the delivery of the work, every reasonable effort will be made to ensure these staff are used. If changes in the Supplier’s named staff are necessary the Supplier will give reasonable notice of the changes and provide the Customer with details of the replacement staff.
2.5 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames. Where a timetable is referred to or set out in the Service Specification or proposal document, unless otherwise agreed, is only intended for planning and estimating purposes
2.6 The services will be carried out at the location(s) detailed in the Service Specification or proposal document.
2.7 Either the Customer or the Supplier may request changes to any aspect of the services. Requests must be sufficiently detailed to assess impact on, for example, cost or timetable. Any changes must be detailed in a revised contract agreement by both parties
2.8 To aid project management both the Customer and the Supplier will name a contact that will be responsible for managing all issues relating to the performance of the contract.
2.9 If at any time during the provision of the services the Customer wishes to discuss with us the quality of our services the Customer should write to or contact the director in charge of the assignment.
2.10 The Supplier undertakes to promptly and carefully consider any complaint and shall take all such actions as are reasonable necessary to satisfy the Customer.
3. The Deliverables
3.1 The Supplier will prepare the deliverables listed or referred to in the terms of engagement or proposal document and deliver these to the Customer. The Customer will accept the deliverables, when either the terms of engagement are met or the Customer makes productive use of deliverables, whichever occurs first.
3.2 The Supplier will grant you a perpetual non-exclusive and non-transferable licence to use, copy and modify the Copyright Data solely for your internal business provided that whenever you modify the Copyright Data it shall remove all such references to the Supplier from such Copyright Data or other documents or information for any purpose other than that for which the same were prepared by or on behalf of the Supplier.
3.3 All Intellectual Property Rights in the Copyright Data shall be and become vested solely in Blue Phoenix Enterprises (UK) Ltd.
3.4 “Intellectual Property Rights” include copyrights, patents, trademarks, service marks, design rights whether registered or unregistered, trade secrets and all other similar proprietary rights.
3.5 “Copyright Data” means any report, document, data, design, computer software, or any other material (whether written or machine readable) which is developed under the contract.
4. Customers Obligations
4.1 The Supplier’s performance is dependent on the Customer carrying out their responsibilities as set out in the Service Specification.
4.2 Specifically, it will be necessary for the Customer to provide all information and documents necessary and reasonably required to enable the Supplier to provide the services to the Customer. The Supplier will not be liable for any loss of damage arising from reliance on any information or materials supplied by the Customer.
4.3 It will be necessary for the Customer to ensure that their staff are available to provide assistance as reasonably required enabling the Supplier to provide the services.
4.4 The Customer will be required to obtain all necessary permissions and consents that may be required before the commencement of services
4.5 Where the Customer is using third parties to provide information or support to a project, unless specifically agreed otherwise, the Customer will be responsible for the management of the third parties and the quality of their input and work.
4.6 By signing the contract the Customer agrees to pay for the services as set out in the terms of engagement or proposal.
4.7 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clauses 4.1, 4.2, 4.3, 4.4.
5. Fees and Payment
5.1 Services may be provided on a fixed price, time or alternative charging basis. The Service Specification will detail the applicable fees.
5.2 All charges are inclusive of expenses unless the Service Specification states otherwise.
5.3 All reasonable out of pocket expenses including travel, subsistence, goods and services purchased on the Customer’s behalf shall be charged at cost.
5.4 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are commenced.
5.5 The Supplier will invoice fees for the services at monthly intervals.
5.6 Unless otherwise agreed in writing by the Supplier invoices shall be payable by the Customer within thirty days of the date of the invoice. The Customer must raise any queries concerning the invoice in writing within fourteen days of the date of the invoice.
5.7 In the event that any invoiced amounts are outstanding after thirty days of the invoice date the Supplier shall be entitled to charge compound interest at three per cent per annum above the base rate of the Bank of England.
6. Termination of Contract
6.1 The contract will apply from the commencement date stated in the terms of engagement or proposal document or from the date the two parties sign the contract.
6.2 The contract will apply until all services and deliverables have been provided unless it is terminated earlier in accordance with the terms details in the remainder of this section.
6.3 The Customer may terminate the contract at any time by giving no less than 30 days’ notice. Where the Customer terminates the contract in this way the Customer will pay the Supplier for all services provided up to the termination and all costs necessarily incurred as a result of the early termination of the services.
6.4 The contract may be terminated by either the Customer or the Supplier in the event of a breach by the other of the contract by serving notice requiring the breach to be remedied within 30 days.
6.5 The Supplier may suspend the contract if circumstances arise that, in the Supplier’s opinion, materially adversely affect the basis on which the contract was entered.
6.6 The Customer may suspend the contract for a period of no more than 6 months in total. If following suspension of the contract the Supplier is requested to resume the performance of the services, the fee and the contract period shall be adjusted to take account of any remobilisation costs and escalation in costs due to such suspension.
6.7 Either party may terminate the contract in the event that the other party becomes insolvent.
6.8 On the termination of the contract both the Customer and the Supplier will return to the other any property of the other that it then has in its possession or control and the Customer shall pay forthwith on demand all fees and expenses in respect of the services performed by the Supplier under the contract up to the date of such termination together with all reasonable costs and expenses incurred by the Supplier in connection with and in consequence of such termination.
7.1 During the term of the contract and for a period of six months after completion of the services or any termination thereof neither the Customer nor the Supplier will directly or indirectly solicit, seek or procure the services of any employee(s) of the other party connected with the services (other than by general advertising) without the prior written consent of the other party. The compensation payable by one party to the other for any breach of condition will be an amount equal to four times the monthly fee rate for such employee(s). Where no fee rate is expressed in the contract the compensation payable shall be equal to ten times the monthly salary of such employee(s).
8.1 Neither the Customer not the Supplier will disclose to any third party, without prior written consent of the other party, any confidential information which is received from the other party for the purposes of providing or receiving services which if disclosed in writing is marked confidential or if disclosed orally is confirmed in writing as being confidential.
8.2 Unless, however information becomes publicly available, is acquired from a third party who owes no obligation of confidence in respect of the information or the recipient is required by law to disclose.
9.1 The Supplier shall be expected to sub-contract any part of the services to another consultant or advisor (the “Sub-contractor”)
9.2 The Supplier shall remain responsible for the performance of any services performed by the Supplier’s subcontractor.
9.3 If the Customer appoints a sub-consultant, the Customer will indemnify the Supplier for the sub—consultants actions.
10. General Liabilities
10.1 The Supplier undertakes to carry out the service with reasonable skill, care and diligence and if in the performance of the services the Supplier has discretion exercisable between the Customer and a third party the Supplier shall exercise that discretion fairly.
10.2 The services provided to the Customer are for the sole use of the Customer and the Supplier shall not be liable in respect of any reliance upon the services by any third parties unless such third party has obtained the prior written consent from us.
10.3 Nothing in the contract shall preclude the Supplier nor any of its directors, employees or agent taking such steps as are necessary to comply with the professional or ethical rules of any relevant body of which a director, employee or agent may be a member.
11. Limit of Liability
11.1 Notwithstanding anything to the contrary contained elsewhere in the contract the total liability of the Supplier under or in connection with this contract whether in contract or in tort in negligence or for breach of statutory duty or otherwise shall be limited to fee.
11.2 No action or proceedings under or in connection with this Agreement whether in contract or in tort, in negligence or for breach of statutory duty or otherwise shall be commended against the Supplier after the expiry of 6 years from the date of completion of the Services or such earlier date as may be prescribed by law.
11.3 Notwithstanding anything to the contrary contained elsewhere herein the total liability in aggregate of the Supplier under or in connection with this Agreement, whether in contract or in tort, in negligence or for breach of statutory duty or otherwise shall be limited to the lesser of a) ten times the total fee (exclusive of Disbursements) due to the Supplier under this agreement; and b) one million pounds plus half the total fee (exclusive of expenses) due under this agreement. The liability of the Supplier hereunder for any claim of claims shall be further limited to such sum as the Company ought reasonable to pay having regard to its responsibility for the loss and damage suffered and on the basis that (i) all other persons providing professional services for labour or materials, plant or equipment for incorporation in the project or executing the project or any part thereof shall be deemed to have provided contractual undertakings on terms no less onerous that that set out in clause 9 of this Agreement to you (whether or not they have been so provided) in respect of the provision of their services or labour or materials or equipment in respect of executing the project or any part thereof; and (ii) there are no exclusions or limits of liability nor joint insurance or co-insurance provisions between you and any third party referred to in this clause any such other party who is responsible to any extent for the loss or damage is contractually liable to you for the loss and damage; and (iii) all other parties referred to in this clause shall be deemed to have paid you such contribution which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage. You shall indemnify and hold harmless the Company from and against any claims from and against any claims, liabilities, costs and expenses in excess of the limit calculated and aforesaid.
12. General Provisions
12.1 Neither party may assign the obligations of benefits of the contract neither in whole nor in part without the prior written consent of the other party.
12.2 The contract shat supersede all previous undertakings, representations, commitments, or agreements whatsoever, whether oral or in writing, relating to the subject matter of the contract and shall constitute the entire agreement between the parties.
12.3 If any provision or term of the contract shall be held invalid, illegal or unenforceable, in whole or in part, such term or provision shall not form part of the contract and the enforceability of the remainder of the contract shall not be affected.
12.4 Any notices served by either the Company or you shall be in writing, delivered by registered post to the Registered Office of the Party concerned and shall be deemed to have been received forty eight hours following the time of posting.
13.1 Any notices served by either the Company or you shall be in writing and delivered by registered post to the Registered Office of the party concerned and shall be deemed to have been received forty eight hours following the time of posting
14.1 Neither party shall assign sub-let or otherwise transfer any obligation or benefit under this Agreement without the prior written consent of the other Party which consent shall not be unreasonably withheld or delayed. Assignment shall be by absolute legal assignment only and only to a party taking over the entire role of the Company or you as the case may be in relation to the project.
15. Governing Law and Jurisdiction
15.1 The contract shall be governed by and construed in accordance with English Law and the parties agree and accept that the Courts in England are to have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with the contract.
15.2 Nothing in this contract confers or purports to confer on any third party any benefit or any right to enforce any term of this contract under the Contracts (Rights of Third Parties) Act 1999.