Terms & Conditions
TERMS OF BUSINESS
1 THE SERVICES TO BE PROVIDED
1.1 The Engagement and the Terms thereof - In this document the abbreviation "CC" means the division or subsidiary of Concordia Consultancy Ltd which is instructed by the Client. CC will provide its services in relation to any matter on which it is instructed ("the Matter") on the terms contained in this document and in any letter of engagement addressed by CC to the Client (together "the Terms of the Engagement". In the case of a conflict between any letter of engagement and the terms in this document, the letter of engagement will prevail.
1.2 The CC Team - Reasonable efforts will be made to ensure that the consultant or consultants named in any letter of engagement, or otherwise notified to the Client, are available to work for the Client on the Matter. CC will endeavour to give the Client reasonable notice of any necessary change in the team and provide details of any proposed replacement.
1.3 Timetable - Reasonable efforts will be made to adhere to any timetable given in any letter of engagement or otherwise agreed with the Client.
1.4 Reporting - Reports on the progress of a Matter, with appropriate information, will be given as regularly as may be agreed with the Client and/or as may be appropriate.
2 THE CLIENT'S RESPONSIBILITIES
2.1 Support Facilities - If CC is required to work at the Client's premises, the Client will provide CC's employees with the facilities reasonably necessary to enable them to do their work.
2.2 Information- The Client will give CC all information, instructions and assistance reasonably necessary to enable it to provide its services and the Client will ensure that its appropriate personnel are available for this purpose. CC will not be liable for any loss or damage arising from reliance placed on any information given by the Client, or from the Client’s failure to give any relevant information.
2.3 Payment - The Client will pay CC's fees, disbursements and expenses in accordance with paragraph 3 of these terms and any letter of engagement, or as otherwise agreed with the Client.
3 FEES AND PAYMENT
3.1 Method of Calculation – Unless otherwise specified in any letter of engagement, CC’s fees will be charged on a time basis at the appropriate hourly rates for the consultant(s) engaged. The fees will include time spent on travelling and attending meetings; research, considering, preparing and working on papers; correspondence; and making and receiving telephone calls.
3.2 Estimates - Any estimate of fees or the time likely to be involved will be given in good faith for planning or other purposes only and will not be contractually binding.
3.3 Disbursements -Unless otherwise specified in any letter of engagement, CC's fees are exclusive of those of other professional advisers and all other incidental expenses and disbursements, for which the Client will be liable. These include charges for travel, subsistence, facsimile messages, printing, photocopying, internet, email, other telecommunications, general office charges and secretarial support.
3.4 Payments on Account - CC may require the Client to put CC in funds to pay the items mentioned in paragraph 3.3 (either in advance on account or periodically as they become due for payment), or generally in advance on account of CC’s fees, disbursements and expenses. CC may use funds paid in advance on account generally to pay its own fees, disbursements and expenses upon delivery of its bill or other written notification of its fees, disbursements and expenses to the Client.
3.5 VAT - Fees, expenses and disbursements are exclusive of any value added or other tax which CC may be required by local law to collect and the Client will be liable for all such taxes.
3.6 Fee Changes - CC may vary the hourly rates given in any letter of engagement, or as otherwise previously agreed with the Client, by giving 30 days' written notice to the Client. Variations will normally arise as a result of the promotion of a consultant assigned to a Matter or from CC's practice of reviewing hourly rates on 1st December each year.
3.7 Billing - CC normally submits interim bills on a monthly basis and a final bill on completion of the Matter. Each bill will be accompanied by details of the work undertaken and copies of invoices for significant external disbursements and expenses. Unless otherwise agreed, all bills will be addressed to the Client and the Client will be liable for their payment.
3.8 Payment – All bills (whether interim or final) are due for payment in full on receipt by the Client and, unless otherwise agreed and specified in any letter of engagement, the Client accepts liability for making such payment to CC. If payment in full is not received by CC within 14 calendar days of the Client’s receipt of a bill, CC will have the right to suspend the provision of its services, reserve our statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment legislation, (if we are not paid according to our agreed credit terms), or to terminate the Retainer in accordance with paragraph 4.3(a).
3.9 Client Money - Client money will be held on deposit in an account separate from CC's funds and CC will account to the Client for interest earned (less tax if appropriate).
4 TERM
4.1 Duration - The Engagement will continue until all the services under it have been provided, unless it is terminated earlier in accordance with the following terms.
4.2 The Client's Right to Terminate - The Client may terminate the Engagement at any time by giving written notice to CC.
4.3 CC's Right to Terminate - CC may terminate the Engagement forthwith by giving written notice to the Client if –
(a) the Client fails to pay any of CC’s bills or to advance to it any funds requested under paragraph 3.4;
(b) the Client is unable to pay its debts or has a receiver, administrator or liquidator appointed;
(c) any such conflict of interest as is mentioned in paragraph 6 arises; or
(d) CC shows any other good cause for terminating the Engagement.
4.4 Costs and Lien - Upon the termination of the Engagement for any reason –
(a) the Client shall pay to CC all fees, expenses and disbursements then owing to it in connection with the Engagement forthwith upon delivery of its bill; and
(b) until it has been fully paid, CC will be entitled to retain all Client money, deeds, books, papers and information stored electronically, whether or not relating to the Matter.
5 CONFIDENTIALITY
5.1 Information Obtained - CC will keep confidential any information obtained from the Client, except insofar as CC is required by law or other relevant process to disclose details of the Client's dealings with CC. This does not apply to documents or information which CC obtains or develops independently of any work done for the Client or which are in the public domain.
6 CONFLICTS OF INTEREST
6.1 Possible Termination of the Engagement - CC may be precluded from acting in certain matters if there is or may be a conflict of interest. In this event and in exceptional circumstances it may be necessary for CC to cease to act for the Client. CC will make every effort to identify any such conflict as early as possible.
6.2 Acting for Other Clients - CC will not be prevented or restricted by anything contained in the Engagement from acting for other clients, unless otherwise agreed with the Client.
7 LIMITATION OF LIABILITY
7.1 Consequential Loss - CC will not be liable to the Client or any third party in any circumstances, including but not limited to liability for negligence, for any consequential or indirect damages or losses.
7.2 Contribution to Loss - In any case where others share responsibility for the Matter the liability of CC for any losses or claims arising out of or in connection with the Matter shall be limited to that proportion of any losses which it would be just and equitable for CC to pay having regard to the extent of CC's responsibility for the same.
7.3 Employees - The Client acknowledges that CC has an interest in the limitation of liability of its employees and, accordingly, the Client agrees not to bring any claim of any kind in connection with the Engagement against any employee of CC personally. For the purposes of this paragraph and paragraph 8.4, the expression employee includes any person seconded to CC and any self‐employed consultant engaged by CC.
7.4 Indemnity Limit -The Client acknowledges that, in view of the large amounts which may be at risk in the Matter, CC cannot be expected to purchase professional indemnity insurance for the full amount of that risk. The Client further acknowledges that it is reasonable in all the circumstances for CC to arrange professional indemnity cover up to an amount of £1million for any one claim (ʺthe Indemnity Limit). The Client agrees that in the event of a claim being made against CC arising out of or in connection with the Matter, CC shall under no circumstances be liable for an amount greater than the Indemnity Limit. CC for its part undertakes to take out and maintain in force professional indemnity insurance cover for an amount at least equal to the Indemnity Limit.
8 GENERAL
8.1 Force Majeure - Neither CC nor the Client will be liable to the other for any failure to fulfil its obligations caused by circumstances outside its reasonable control.
8.2 Waiver and Amendment - No waiver of or amendment to any Term of the Engagement will be effective unless it is made or confirmed in writing signed by both CC and the Client.
8.3 Complaints - If the Client has any problem with or complaint about CC’s services the Client should raise it in the first instance with the senior CC consultant and, if still not satisfied, with CC’s Chairman.
8.4 Soliciting Employees - Without CC's approval, the Client shall not, during the period of the Engagement or within six months after its termination or expiry, offer employment to or otherwise solicit any employee involved in providing services to the Client.
8.5 Precedence of the Engagement - The Engagement supersedes any other agreement or arrangement (whether written or oral), which relates to the Matter.
8.6 Old Files - CC will be at liberty to destroy all files and papers, including electronic records but excluding title deeds, six years after the conclusion of the matter to which they relate, unless the Client requests otherwise in writing.
8.7 Third Parties - The Terms of the Engagement set out the rights and obligations of the Client and CC only. For the purposes of the Contracts (Rights of Third Parties) Act 1999, nothing in the Terms of the Engagement other than paragraph 7.3 shall confer or purport to confer any benefit or the right to enforce any term on a third party.
9 GOVERNING LAW AND DISPUTES
9.1 Applicable Law - Unless otherwise specified in any letter of engagement, the Terms of the Engagement will be governed by and interpreted in accordance with the laws of England and Wales.
