The Client:- means the person or company engaging the services of the Company as set out within the Terms of Engagement.
The Company:- means The Athena Programme Ltd, 22 Lowergate, Clitheroe, Lancashire BB7 1AD.
Cancellation Fee: means the sum payable by the Client to the Company in the event that the Client cancels the engagement of the Company to provide the Services as set out within the Terms of Engagement.
Deposit: means the sum paid by the Client to the Company as theDeposit as set out within the Terms of Engagement
Fees: means all sums payable by the Client to the Company for theServices as set out within the Terms of Engagement.
Services:- means the professional management consultancy ortraining services provided by the Company from time to time as setout within the Terms of Engagement.
Terms of Engagement: means the written terms of engagementbetween the Client and the Company containing details of the scopeof the Services, the Fees payable for them and the Client’s objectives.
1.1 By signing the Terms of Engagement you, as the Client, are agreeing toengage The Company to carry out the Services in consideration of thepayment of the Fees
Scope of Services
2.1 The Company will provide the Client with a written scope of theServices with defined outcomes and details of the Fees within theTerms of Engagement. The Company requires written confirmationthat the Services , outcomes and Fees within the Terms ofEngagement are acceptable to the Client prior to commencing theServices required. In signing the Terms of Engagement the Client isdeemed to have given such consent.
2.2 The scope of work will be carried out where applicable by a consultantengaged on behalf of The Company.
3.1 The Client shall:
- (a) co-operate with the Company in all matters relating to the Services;
- (b) provide all support and information required to allow the Company to carry out the Services within any timescales set out within the Terms of Engagement and to ensure that it is accurate in all material respects;
- (c) provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client’s premises, office accommodation, data and other facilities as reasonably required by the Company;
- (d) inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client’s premises;
- (e) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services;
3.2 If the Company’s performance of its obligations under these Terms and Conditions is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay and may lead to an increase of the Fees.
3.3 The Client shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence,failure to perform or delay in the performance of any of its obligationsunder these Terms and Conditions, subject to the Company confirming andevidencing such costs, charges and losses to the Client in writing.
3.4 The Client shall not, without the prior written consent of the Company, atany time from the date of the Terms of Engagement to the expiry of 2 yearsafter the last date of supply of the Services, solicit or entice away from theCompany or employ (or attempt to employ) any person who is, or has been,engaged as an employee, consultant or subcontractor of the Company inthe provision of the Services.
4.1 The Company cannot be held responsible for delays that are beyond its control.
5.1 The Fees are set out within the Terms of Engagement.
5.2 Where the Services are provided on a time and materials basis:(a) the charges payable for the Services shall be calculated inaccordance with the Company’s standard daily fee or hourly rates, asset out in the Terms of Engagement;(b) all charges quoted to the Client shall be exclusive of VAT, whichthe Company shall add to its invoices at the appropriate rate;(c) the Company shall invoice the Client monthly in arrears for itscharges for time, expenses and materials (together with VAT whereappropriate) for the month concerned, calculated as provided in thiscondition 5.2.
5.3 Where the Services are provided for a fixed price, the total price forthe Services shall be the amount set out in the Terms of Engagement.The total price shall be paid to the Company (without deduction orset-off) as set out in the Terms of Engagement. The Company shallinvoice the Client for the charges that are then payable, together withexpenses, and VAT, where appropriate, calculated as provided incondition 5.2(e)
5.4 Time for payment shall be of the essence of these Terms and Conditions.
5.5 All sums payable to the Company under these Terms and Conditionsshall become due immediately on its termination, despite any otherprovision. This condition 5.5 is without prejudice to any right to claimfor interest under the law, or any such right under these Terms andConditions.
5.6 The Company may, without prejudice to any other rights it may have,set off any liability of the Client to the Company against any liability ofthe Company to the Client.
Alteration to the Fees
6.1 All quotes are valid for a period of 28 days and thereafter subject to change.
6.2 All Fees rates are specific to each term of engagement and may changeonce the engagement has been completed or the scope of work altersduring the term of the engagement.
Cancellation of the Terms of Engagement
7.1 If the Client wishes to cancel the engagement of The Company prior tothe commencement of the provision of the Services , the Client is freeto do so at any time. However after signing the Terms of Engagement,the Client will be liable for the payment in of the Cancellation Fee andthe Company shall be entitled to use the Deposit (if any) to pay theCancellation Fee.
7.2 If the Client has paid a Deposit, the Deposit is non refundable and maybe set off against any Cancellation Fee that the Client incurs.
7.3 If the Client is required to have paid a percentage of the cost of theServices in advance, and in addition to the Deposit, then they will notbe eligible for a refund of any monies paid, however The Company willissue a credit note that can be used to purchase services to the valueof the original payment, minus the deduction of the Cancellation Feeand any additional costs already incurred, The credit note will bevalid for a period of 6 months from the date issued.
7.4 The Company provides training sessions as part of the Services. Payment for training sessions shall be made in full and shall be nonrefundable.If the Client wishes to cancel the session(s), all monieswill be retained by The Company. A credit note will be issued for aperiod of 3 months following cancellation minus any Cancellation Feeand additional costs already incurred by The Company.
8.1 All invoices are strictly payable in full, and in cleared funds, within 14days from the date of the invoice for the Services described within theinvoice unless otherwise stated.
8.2 if the Client disputes an invoice, the Client is not permitted towithhold payment.
8.3 Without prejudice to any other right or remedy that it may have, ifthe Client fails to pay the Company on the due date, the Companymay:
- (a) charge interest on such sum from the due date for payment at theannual rate of 4% above the base lending rate from time to time ofBarclays Bank Plc, accruing on a daily basis and being compoundedmonthly until payment is made, whether before or after any judgmentand the Client shall pay the interest together with compensation fordebt recovery costs immediately on demand.
- (b) The Company may claim interest under the Late Payment ofCommercial Debts (Interest) Act 1998; or
- (c) suspend all Services until payment has been made in full.
8.4 The Company will provide the Client with a payment schedule at theoutset of the engagement, when engaged in projects which last morethan 20 working days. Payment, in these circumstances, will be due immediately upon the designated dates. In the event that payment(s)is not received on or before the designated dates, The Company will cease work until payment is received and may take action to recoupthe debt.
Termination of the engagement
9.1 Subject to clause 7 of these Terms and Conditions and without prejudice toany other rights or remedies which the parties may have, either party mayterminate the engagement without liability to the other on giving the othernot less than 90 days written notice.
9.2 Without prejudice to any other rights or remedies which the parties mayhave, either party may terminate the engagement immediately on givingnotice to the other if:
- (a) the other party fails to pay any amount due under the Terms ofEngagement on the due date for payment and remains in default not lessthan 14 days after being notified in writing to make such payment; or
- (b) the other party commits a material breach of any of these Terms andConditions and (if such a breach is remediable) fails to remedy that breachwithin 30 days of that party being notified in writing of the breach; or
- (c) the other party suspends, or threatens to suspend, payment of its debtsor is unable to pay its debts as they fall due or admits inability to pay itsdebts or [(being a company) is deemed unable to pay its debts within themeaning of section 123 of the Insolvency Act 1986 (being a natural person)is deemed either unable to pay its debts or as having no reasonableprospect of so doing, in either case, within the meaning of section 268 ofthe Insolvency Act 1986 or (being a partnership) has any partner to whomany of the foregoing apply; or
- (d) the other party commences negotiations with all or any class of itscreditors with a view to rescheduling any of its debts, or makes a proposalfor or enters into any compromise or arrangement with its creditors; or
- (e) a petition is filed, a notice is given, a resolution is passed, or an order ismade, for or on connection with the winding up of that other party otherthan for the sole purpose of a scheme for a solvent amalgamation of thatother party with one or more other companies or the solventreconstruction of that other party;
- (f) an application is made to court, or an order is made, for the appointmentof an administrator or if a notice of intention to appoint an administrator isgiven or if an administrator is appointed over the other party; or
- (g) a floating charge holder over the assets of that other party has becomeentitled to appoint or has appointed an administrative receiver; or
- (h) a person becomes entitled to appoint a receiver over the assets of theother party or a receiver is appointed over the assets of the other party; or
- (i) a creditor or encumbrancer of the other party attaches or takespossession of, or a distress, execution, sequestration or other such processis levied or enforced on or sued against, the whole or any part of its assetsand such attachment or process is not discharged within 14 days; or
- (j) any event occurs, or proceeding is taken, with respect to the other partyin any jurisdiction to which it is subject that has an effect equivalent orsimilar to any of the events mentioned in condition 9.2(c) to condition9..2(i)(inclusive); or
- (k) the other party suspends or ceases, or threatens to suspend or cease, tocarry on all or a substantial part of its business; or
- (l) there is a change of control of the other party (as defined in section 574of the Capital Allowances Act 2001).
9.3 On termination of the engagement for any reason:
- (a) the Client shall immediately pay to the Company all of the Company’soutstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
- (b) the accrued rights and liabilities of the parties as at termination and thecontinuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
9.4 On termination of the engagement (however arising), the following
conditions shall survive and continue in full force and effect:
- (a) condition 8;
- (b) condition 9;
- (c) condition 11
- (d) condition 12; and
- (e) condition 13.
10.1 Any invoice or part invoice that is to be disputed must be done sowithin 5 working days of the invoices being presented in writing and afull explanation of the reason for the dispute
10.2 The Company will, where it accepts criticism, wherever reasonablypractical take actions to remedy the dispute in line with the initialspecification/contract within 10 working days of receiving the dispute.
10.3 If any other dispute arises in connection with the engagement, theparties will, within 7 days of a written request from one party to theother, meet in a good faith effort to resolve the dispute.
10.3 In the event that the dispute cannot be resolved between the Clientand the Company it shall be referred to and finally resolved byarbitration, using an independent arbitrator appointed by the partiesor failing agreement by the parties, by an independent arbitratorappointed, upon application by either party, to the President (fromtime to time) of the Law Society of England and Wales.
11.1 The Company retains full ownership of all intellectual property unlessotherwise stated in writing at time of engagement.Data protection/Confidentiality
12.1 All personal data that may provide external parties details such as,names, addresses, phone numbers, costs or all details that may provesensitive are to be kept confidential at all times, this list is notexhaustive.
12.2. The Client is required to keep all business dealings with The Companyconfidential and must not bring the Company into disrepute.
12.3. The Company reserves the right to report to such Authorities as maybe necessary any matters that in its own discretion it is obliged so todo.
13.1 This condition 13 sets out the entire financial liability of the Company(including any liability for the acts or omissions of its employees, agents,consultants, and subcontractors) to the Client in respect of:
- (a) any breach of the Terms of Engagement (including these Terms andConditions) including any deliberate personal repudiatory breach;
- (b) any use made by the Client of the Services, or any part of them; and
- (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
13.2 All warranties, conditions and other terms implied by statute or commonlaw are, to the fullest extent permitted by law, excluded from the these Termsand Conditions).
13.3 Nothing in these Terms and Conditions limits or excludes the liability of the Company:
- (a) for death or personal injury resulting from negligence; or
- (b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company.
13.4 Subject to condition 13.2 and 13.3
- (a) the Company shall not be liable for:
- (i) loss of profits; or
- (ii) loss of business; or
- (iii) depletion of good will and/or similar losses; or
- (iv) loss of anticipated savings; or
- (v) loss of goods; or
- (vi) loss of contract; or
- (vii) loss of use; or
- (viii) loss of corruption of data or information; or
- (ix) any special, indirect, consequential or pure economic loss,costs, damages, charges or expenses.
- (b) the Company’s total liability in contract, tort (including negligenceor breach of statutory duty), misrepresentation, restitution orotherwise arising in connection with the performance, orcontemplated performance, of these Terms and Conditions shall belimited to the price paid for the Services.
14. The Company is not able to guarantee results from its advice, support
15.1 The Company may, from time to time change the Services, providedthat such changes do not materially affect the nature or quality of theServices and, where practicable, it will give the Client at least 1months’ notice of any change.
15.2 No variation of the these Terms and Conditions or of any of thedocuments referred to in them shall be valid unless it is in writing andsigned by or on behalf of each of the parties.
16.1 A waiver of any right under these Terms and Conditions is onlyeffective if it is in writing and it applies only to the circumstances forwhich it is given. No failure or delay by a party in exercising any rightor remedy under these Terms and Conditions or by law shallconstitute a waiver of that (or any other) right or remedy, norpreclude or restrict its further exercise. No single or partial exercise ofsuch right or remedy shall preclude or restrict the further exercise ofthat (or any other) right or remedy.16.2 Unless specifically provided otherwise, rights arising under theseTerms and Conditions are cumulative and do not exclude rightsprovided by law.
17.1 If any provision of these Terms and Conditions (or part of anyprovision) is found by any court or other authority of competentjurisdiction to be invalid, illegal or unenforceable, that provision orpart-provision shall, to the extent required, be deemed not to formpart of these Terms and Conditions, and the validity and enforceabilityof the other provisions of these Terms and Conditions shall not beaffected.
17.2 If a provision of these Terms and Conditions (or part of any provision)is found illegal, invalid or unenforceable, the provision shall apply withthe minimum modification necessary to make it legal, valid andenforceable.
18.1 These Terms and Conditions and any documents referred to withinconstitute the whole agreement between the parties and supersedesall previous agreements between the parties relating to its subjectmatter.
18.2 Each party acknowledges that, in entering into these Terms andConditions, it has not relied on, and shall have no right or remedy inrespect of, any statement, representation, assurance or warranty(whether made negligently or innocently) (other than for breach ofcontract)[, as expressly provided in these Terms and Conditions.
18.3 Nothing in this condition shall limit or exclude any liability for fraud.
19.1 The Client shall not, without the prior written consent of theCompany, assign, transfer, charge, mortgage, subcontract or deal inany other manner with all or any of its rights or obligations underthese Terms and Conditions.
19.2 The Company may at any time assign, transfer, charge, mortgage,subcontract or deal in any other manner with all or any of its rightsunder these Terms and Conditions and may subcontract or delegate inany manner any or all of its obligations under these Terms andConditions to any third party or agent.
19.3 Each party that has rights under these Terms and Conditions is actingon its own behalf and not for the benefit of another person.
No partnership or agency
20.1 Nothing in these Terms and Conditions is intended to, or shall bedeemed to, constitute a partnership or joint venture of any kindbetween any of the parties, nor constitute any party the agent ofanother party for any purpose. No party shall have authority to act asagent for, or to bind, the other party in any way.
Rights of third parties
21.1 A person who is not a party to these Terms and Conditions shall nothave any rights under or in connection with it.
22.1 Any notice required to be given under these Terms and Conditionsshall be in writing and shall be delivered personally, or sent by prepaidfirst-class post, recorded delivery or by commercial courier to theother party and for the attention of the person specified in Schedule2, or as otherwise specified by the relevant party by notice in writingto the other party.
22.2 Any notice shall be deemed to have been duly received if deliveredpersonally, when left at the address and for the contact referred to inthe Terms of Engagement or, if sent by pre-paid first-class post orrecorded delivery, at 9.00 am on the second Business Day afterposting, or if delivered by commercial courier, on the date and at thetime that the courier’s delivery receipt is signed.
22.3 A notice required to be given under these Terms and Conditions shallnot be validly served if sent by e-mail.
Governing law and jurisdiction
23.1 These Terms and Conditions, and any dispute or claim arising out of orin connection with it or its subject matter or formation (including noncontractualdisputes or claims), shall be governed by, and construed inaccordance with, the law of England and Wales.
23.2 The parties irrevocably agree that the courts of England and Walesshall have exclusive jurisdiction to settle any dispute or claim thatarises out of, or in connection with, these Terms and Conditions or itssubject matter or formation (including non-contractual disputes orclaims).