Terms and Conditions
1. Definitions
In these conditions:-
“Client” means an individual or company and its affiliates, registered in the United Kingdom entering into an Agreement with the Company.
“Company” means Potestas Management Limited whose registered address is at 84 Ridgeview Road London, N20 0HL, Registration Number 8124720 and who by this Agreement undertakes to render such Services for the Client as is provided by the Agreement. Wherever applicable, references to the Company include its personnel, agents and sub-contractors
“Agreement” means any agreement(s) concluded between the Client and the Company including all these conditions, schedules, reports, diagrams and other documents which are relevant to the Agreement. In the case of any discrepancy among these documents these Terms and Conditions shall prevail.
“Services” means all consulting services and advice which the Company has set out in the Schedule attached to this Agreement.
“Fees” as described in the Schedule means the price exclusive of Value Added Tax payable to the Company by the Client under the Agreement for the full and proper performance by the Company of its part of the Agreement as determined under the provisions in Clause 5.
“Schedule” means the description of consulting work and deliverables to be provided to the Client and the associated Fees for carrying out that work as amended in accordance with this Agreement.
The headings of these Conditions shall not affect the Interpretation thereof.
The masculine includes the feminine. The singular includes the plural and vice versa.
2. Law
The Agreement shall be governed by the law of England and Wales and subject to the jurisdiction of the courts of England and Wales.
3. Delivery
Delivery shall mean either to the business address of the Client or electronically by email to the designated person or persons nominated by the Client in the Schedule. The Company shall not be liable for delay or failure to be delivered on the date or time agreed due to reasons beyond its control, such as injury or sickness, network failure, e-mail delivery failure.
The work described in the Schedule will start approximately 4 weeks after the receipt of a valid Client Purchase Order based on this Agreement, the Schedule and Terms and Conditions.
The Client agrees that the Company can engage other consultants, sub-contractors and staff for training purposes to carry out all or part the work described in the Schedule.
Where the Schedule has referred to estimated days for the delivery of the work this is stated in good faith based on reasonable business practices and is not a representation of the elapsed time the work will take. The Company will advise the Client when additional days are required to complete this work when it is clear the duration and scope of such an extension. Client approval is required to extend the duration of the work.
Where the nature of the consultancy work is collaborative, between the Company and the Client or other parties, acting on their behalf, it will be the Client’s responsibility to ensure information provided is in a timely and inclusive manner in order for the scope of the Schedule to be met.
4. Performance
The Company shall make reasonable endeavours to comply with the scope and timing of the project giving due consideration to the nature of the work that requires research, knowledge transfer, field validation and the discovery of patterns and trends in collaboration with the Client’s business activity.
The Client agrees that the scope and nature of the content scope in the Schedule could change significantly as a result of discovery of information and knowledge that may lead to redefining the scope and timing of the Schedule. Where this occurs the Schedule shall be amended and reworked in order to meet the new direction and scope of the work within a reasonable time and agreed with the Client. This will not prejudice this Agreement and the terms and conditions contained herein.
If the performance of this Agreement is suspended at the request of, or delayed through, default of the Client including but not limited to, incomplete or incorrect instructions, refusal to accept delivery of Services for a period of 14 days, the Company shall be entitled to receive the payment for the work already performed at the prevailing rates and any other reasonable costs.
5. Fees
The Company shall provide the Client with regular invoices on a monthly basis or at other agreed times for the work carried out and the Client agrees to pay the invoice in full, within 14 business days from the date of issue.
If the work is to be carried out at weekends, public holidays or overnight to meet exceptional time or scope demands, the work will be charged at 2 times the rate noted in the schedule.
Fees specified in the Agreement and Schedule do not include Value Added Tax which if applicable will be charged at the rate in force for that service at that time of delivery.
Without prejudice to any other rights the Company may have relating to any failure by the Client to pay the Fees or other monies due under this agreement, the Company may charge interest at the rate of 5% above the LIBOR interbank lending rate, current at the invoice payment date, until the payment is received.
Unless the rate(s) in the Schedule specifically notes that expenses are ‘Included’ then they will be charged as a separate line item and shall be billed separate to consultant services unless otherwise agreed in the Schedule.
The Client agrees to reimburse the Company for reasonable expenses in carrying out the works related to the works described in the Schedule. The Company will endeavour contain expenses to a reasonable level for travel and living expenses and other expenses. The Client is entitled to have expenses estimated for the work but the Company will assess the expenses based on the supplier receipts. While receipts can be requested to justify the expense the Client agrees it is not a requirement in order to pay the expenses.
6. Payment
Online electronic payments, instigated from the web page, shall be handled and processed by PayPal and its affiliated suppliers. No Client’s card numbers or financial information other than the quantity and payment amount is known or accessible by the Company. (For Paypal’s security see their Terms and Conditions)
Offline payments shall be made as stated on the Invoice to the Company’s bank account by direct transfer (BACS) within the 14 day payment timescale and should allow for a 3 day process time by the receiving bank. Details of the bank account are as shown on the Schedule.
Failure to pay any invoice within the 14 day period shall entitle the Company to suspend further work in the Schedule pending payment and in addition entitle the Company without further liability to cancel the Agreement wholly or partially without prejudice to any other remedy.
Non Payment of Invoices will be subject to late payment charges levied at 5 % above the Interbank lending rate LIBOR current at the time the payment exceeded the due date.
The Client shall not be entitled to set –off against any monies due to the Company under this Agreement.
7. Cancellation
Subject to the provisions of Clause 17 Termination, the Client shall not be entitled to cancel an order for the service or any part thereof except upon the terms which reimburse the Company for loss of all costs, charges and expenses reasonably incurred by the Company as a result of that cancellation.
The Client shall advise the Company in writing, should it wish to cancel or postpone work previously agreed and planned to be carried out by the Company.
A cancellation or postponement fee of 25% of the remaining value of work to be carried out shall be charged from the date of written notification of the cancellation or postponement.
8. Confidentiality
The Client shall keep confidential, information accessed or available from the Company while it is performing its work and shall include but not limited to, documentation, techniques, methodologies, management advice, financial transactions and personal information.
Where the Client wishes to divulge confidential information to employees or third parties involved in the project then they should do so in writing stating the nature of the request and reasons for the need to divulge such information. If granted by the Company the Client shall insure the receiver of the confidential information is aware of its confidential nature and the limitations of its use.
Where the Company wishes to use the nature of the work undertaken in the Schedule and the name of the Client for marketing and sales purposes, this shall be deemed a matter of fact available for public information.
9. Intellectual Property
The Company through performance of its work will create intellectual property including but not limited to ideas, know-how, research results, techniques, methodologies and management models. The Company retains title and full ownership rights to all such intellectual property under copyright laws of the European Union or any other jurisdiction or under any federal, state or foreign laws.
The Client is granted a perpetual, royalty free, non-transferable, non-sub- licensable licence for its internal business purposes.
The Client shall follow reasonable instructions given by the Company from time to time with regard to the use of Trademarks owned by the Company and other references which form part of the Company property rights.
10. Variance
No variation in the provisions of this Agreement shall be of any effect unless made in writing and signed by the Client and Company.
11. Waiver
The rights and remedies of either party under the Agreement will not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time, by the other nor any failure or delay by the other in asserting or exercising such rights and remedies.
12. Severance
If at any time any one or more clause, sub-clause, paragraph, sub-paragraph, or any other part of the Agreement is held to be, or becomes, void or otherwise unenforceable for any reason under any applicable law the same shall be deemed omitted here from and the validity and/or enforceability of the remaining provision of the Agreement shall not in any way be affected or impaired thereby.
13. Assignment
The Client shall not be entitled to assign, lease, transfer or part with its rights, responsibilities or obligations or any part thereof under the Agreement without prior written consent of the Company.
14. Force Majeure
Neither party will be liable for failure to perform obligations under this Agreement if that failure results from any circumstances beyond its reasonable control including but not limited to, strikes, civil action, inability to obtain labour or materials, machinery, network or computer failure, fire, flood, severe storms and earthquake.
15. Health and Safety
The Client shall take all reasonable precautions to ensure the health and safety of the Company’s employees while on the Client’s premises.
The Client shall indemnify and keep indemnified the Company in respect of any liability, monetary penalty or fine in respect of services incurred directly or indirectly by the Company under the Health and Safety Act of 1974 or any regulations or orders or directions made by or resulting from the Client’s default.
16. Dispute Resolution
In the first instance either party, Client or Company, will provide a Notice to the other party in writing stating the issue in dispute or difference and every attempt shall be made to resolve the dispute within the terms of this Agreement.
Any dispute or difference that fails to reach a resolution by the parties will result in a formal approach to an Arbitration body to refer the action to a single arbitrator agreed to by both the Client and Company. The arbitration will be subject to the Arbitration Act 1966 and the outcome binding on both parties.
17. Termination
The Client or the Company may terminate the Agreement by notice in writing, forthwith, if any one of the following events occurs:-
The Client or Company commits a material breach of the Agreement which is incapable of remedy.
The Client or Company commits a material breach which is capable of remedy but is not remedied within 30 days provided Notice is given of the material breach by the pursuant party.
The Client is taken over by another Company, goes into administration, is declared bankrupt or a winding up notice is issued or that the Courts make an order for entering into an arrangement with the creditors.
The Client may terminate the Agreement by giving 3 months’ notice in writing provided all outstanding payments are made within 30 days of the date of the notice.
18. Notice
Any Notice or other communication whatsoever which the parties are required or authorised by this Agreement to give or make the issuer shall, without prejudice to any other method of giving or making it, be sufficiently given or made if it is sent by post in a prepaid letter addressed to the receiver by name at the registered address and if the letter is not returned through the post undelivered that notice or communication shall be deemed for the purposes of the Agreement to have been given or made at the time at which the letter would in the ordinary course of post be delivered.
Any notice pursuant to this Agreement shall be in writing, signed by an authorised person, of either party and delivered personally or by registered mail to the registered company address set out in this Agreement.
Any notice delivered personally shall be deemed to be received when delivered and any notice sent by registered delivery post shall be delivered 48 hours after posting and in proving the time of the dispatch the post office receipt will be sufficient evidence.
19. Client Acceptance
I agree to be bound by the terms and conditions associated with this Agreement and I have the authorised authority to enter into this agreement on behalf of the Client (if an individual) or Client company.
