Blendcheck Ltd Standard Terms of Business (Revised 03/10/2011)
The following standard terms of business apply to all engagements accepted by Blendcheck Ltd. All work carried out is subject to these terms except where changes are agreed in writing. The service you have requested Blendcheck to provide will be set out in our quotations. Upon commencement of these services you are willingly accepting our terms of business. You should read these terms and if there is any aspect you are unclear with then please contact our head office.
Entire Agreement
This agreement constitute the entire agreement between both Blendcheck and the contracting partyconcerning the subject matter hereof. There are no warranties, representation, covenants, or agreements, express or implied, between the parties except those expressly set forth in this agreement. Amendments or modifications of this agreement shall be in writing and executed by the contracting parties.
Services
Blendcheck Ltd does hereby warrant that it shall supply the services as described in their quotation with all reasonable skill and care. Blendcheck Ltd shall use reasonable endeavours to abide to any schedule agreed for the services but shall incur no liability whatsoever from any failure to do so.
Alterations
The client may be give written notice to Blendcheck Ltd on occasions when required to make to the clients requirements and information, request additional services or issue additional instructions or direct the omission of part of the services being supplied without invalidating this agreement. Before any changes, omissions, or additional services are performed the value thereof to Blendcheck Ltd will be agreed by mutual agreement of the parties in writing. In the event of the parties not agreeing a mutual value of any changes, omissions or additions in writing prior to the performance thereof they shall use their best efforts to do as soon as reasonably practicable thereafter. In the absence of agreement between the parties, additional payments shall be in accordance with the payment clauses in this contract and the value of any omissions shall be calculated on the basis of the estimated cost to Blendcheck Ltd which would have been incurred had the services not been omitted. If subsequent to commencement of any services the cost to Blendcheck Ltd of performing any services is increased or decreased by reason of coming into force of any law, statute, by-law, regulation or other measure having the force of law and for which no adequate provision is made, the amount of such increase or decrease shall be added or deducted as the case may be.
Severability
If any Condition, clause or provision of the Contract not being of a fundamental nature is held to be unlawful, invalid or unenforceable by a court or tribunal in any proceedings relating to the Contract, the validility of enforeceablitly of the remainder of the contract shall not be affected. If the court finds invalid a provision so fundamental as to prevent the accomplishment of the purpose of the contract, the parties shall immediately commence negotiations in good faith to remedy the invalidity.
Client Obligations
The client shall arrange such rights of access to property and use of facilities as described in this agreement. The client shall also supply to Blendcheck Ltd any instructions, decisions, consents and approvals, relevant data and information in the clients possession that the consultant may reasonably request in order to supply the services. The client warrants that they have acquired all and any approvals, consents, licenses, permissions, certificates, and statutory agreements from any and all third parties required in the execution of services in accordance with this agreement.
Services provided on site
If any services provided require Blendcheck Ltd personnel to perform visit(s) to site(s) then responsibility for the safety of Blendcheck Ltd personnel lies with the client. In the event of Blendcheck Ltd considering the site to be unsafe, Blendcheck Ltd shall be relieved from the performance of services. Blendcheck Ltd shall exercise reasonable care to minimise any damage to any property not limited to any sub-surface obstructions and utilities of which the position or which have been notified to Blendcheck Ltd (in writing). In the event of such property being damaged, the client shall indemnify and hold harmless Blendcheck Ltd from and against any and all such consequences of such event, even in the event of negligence. Blendcheck Ltd shall at no time be deemed to have assumed any control or responsibility or authority for any site, equipment, or personnel on it, nor shall they be deemed as an occupier.
Hazardous and toxic substances
The client warrants that it has notified Blendcheck ltd in writing any unknown or suspected toxic or hazardous substances constitutes or conditions that present an actual or potential danger to human health, safety or the environment. The client also undertakes to notify Blendcheck Ltd of any other risks (in writing) as soon as the client is aware of them. Blendcheck Ltd is not responsible for any regulatory, governmental, or statutory reporting to any authority, nor are they responsible for reporting any dangers to adjacent lands or their owners. The client agrees to indemnify and hold harmless Blendcheck Ltd from and against any and all effects of encountering any dangers, even in the event of Blendcheck Ltd’s negligence. This indemnity shall also extend to cover any and all claims by parties or persons alleging personal injury, death, or damage to property as a result of release or exposure to any dangers.
Payment
Invoices for fees and disbursements (payments to third parties incurred in dealing with your affairs, also travel, accommodation and similar charges) plus VAT at the applicable rate are payable in full within 30 days of receipt, and will be invoiced at monthly intervals unless covered by agreed arrangements where appropriate. Invoices will include a breakdown of the number of hours performed and a total amount due. Our invoices for fees and disbursements will have VAT added at the prevailing rate unless the services qualify for specific exemption. Settlement of fees by electronic payment, cheque and most credit and debit cards is acceptable. In the event of an invoice being disputed the client shall give notice (in writing) of said disagreement along with the amount and grounds for dispute not later than 14days after the invoice is received. We reserve the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debt Regulations 2002. We may also suspend performance of any services to the client until such time settlement is received (after giving seven days notice to the client, calculated from the date the written notice is served).
Estimates and Quotes
Blendcheck Ltd shall use all reasonable endeavours to ensure realistic estimates and indications of costs are provided to clients, however any estimates do not constitute an offer of a fixed fee for said work unless expressly specified in a written quote. All fee proposals or other indications of our fees are given exclusive of VAT. Any estimates provided do not guarantee that Blendcheck Ltd will agree to perform the said services.
Liability
Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these conditions, the company shall not be liable to the client by reason or representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company under or in connection with the contract shall not exceed the amount of the Company’s charges for the provision of the Services, except as expressly provided in these conditions.
Third Party rights
Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than the pursuant to that Act.
Ownership of Information, Documentation and retention of records and data.
All information such as (for example, but without being an exhaustive list) working papers, letters, emails, memoranda, file notes of meetings and phone calls and copies of other original documents which we create or which we receive either as principle in our own right or as your agent belong to us. During the course of our work for you we acquire a variety of information. Certain documents may legally belong to you. We do not segregate documentation by legal ownership. Ordinarily original documents will be returned to you after completion of an assignment provided that all sums due to Blendcheck Ltd have been paid. When this is not practicable we will store your information with our own for at least six years. We reserve the right to convert information records and data irrespective of ownership, into electronic format (for example, digital images). If you require information returned then you agree that we may supply it either in electronic format or as a print of the image. The client shall maintain the confidentiality of any documents or information received from Blendcheck Ltd which is marked or appears to be confidential. From time to time we are obliged to let external regulators and other third parties have access to client files and data. Wherever relevant we have confidentiality agreements in place with these persons.
Service of Notices and communications
Any notice or other communication that either party gives under the Contract shall be made in writing and given either by hand, first class recorded postal delivery. Notice given by hand shall be effective immediately; notice given by recorded postal delivery shall be effective two working days after the date of posting.
Data Protection
We may obtain, use, process and disclose personal data and other information about you in order that we may discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. For the purposes of the Data Protection Act, the Data Controller in relation to your personal data may be contacted care of our head office.
Termination
Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within fourteen days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed. Any sums due up to the date of termination will become due immediately.
Force Majeure
In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control, including but not limited to, war, national emergency, floor, earthquake, strike or lockout the party shall not be deemed to be in breach of its obligations under this agreement. The party shall immediately give notice of this to the other party and must take reasonable steps to resume performance of its obligations.
Assignments and sub letting
Neither party shall give, bargain, sell, assign, sub-contract, or otherwise dispose of the contract or any part thereof without prior written consent of the other party.
Law
Our engagement is governed by and construed in accordance with the laws of England and Wales. You agree the English courts will have exclusive jurisdiction in relation to any claim, dispute, or difference concerning these terms, our engagement letter, and any matter arising from them. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an appropriate forum, or to claim that those courts do not have jurisdiction.
