Terms of Trading

  1. Validity
    1. This offer is made on the condition that it is accepted within three months. Edworthy Business Management Consultants reserve the right to change the price quoted if this offer is not accepted within the time limit specified.
  2. Work to be undertaken by Edworthy Business Management Consultants
    1. 2.1 We undertake to implement the recommendations, in full or in part, contained in our Proposal. The Proposal is an integral part of the contract between us.
    2. 2.2 You agree to nominate a person and a deputy to the nominated person, to act as a point of contact with us. To ensure we give you the best service we can, it is important that you make any requests to us through the nominated person or their deputy. We cannot act on the requests or instructions of any person other than the nominated person or the deputy appointed by you.
    3. 2.3 We will supply one set of documents in machine-readable format (data file, e-mail attachment, data disk or CD-ROM), and one set in hard copy where agreed.
    4. 2.4 We seek to complete the work to your full satisfaction. When we have finished the work you wish us to carry out, you agree to sign the Signing off form that will be supplied at the end of the project. You agree to provide us with names of up to three people who will have the authority to endorse the form.
  3. Payment
    1. 3.1 Payment is to be made in full within 14 (fourteen) days of the receipt of the invoice.
    2. 3.2 A discount of 7.5% is applicable where payment is received at our office or by our bank within 7 days of the invoice date. The discount is not applicable if a cheque is returned unpaid.
    3. 3.3 We reserve the right to charge interest on the outstanding balance of all overdue sums in accordance with the ‘Late Payment of Commercial Debts (Interest) Act 1998’. Such interest will be charged at the rate of 8% [eight per cent] per annum above the reference rate set by the Bank of England.
  4. Cancellation
    1. If we enter into a contract with you and you decide to cancel the contract, you agree to pay us 15% [fifteen per cent] of the Total Estimate value immediately on cancellation of the contract.
  5. Expenses
    1. 5.1 You agree to pay our expenses in carrying out the contract.
    2. 5.2 Any expenses we incur that you agree to pay shall be subject to agreement in writing between us before we enter into the contract with you.
    3. 5.3 The expenses incurred by us shall be paid by you on the dates agreed between us under the terms of sub-paragraph 5.2 above.
    4. 5.4 You agree to pay us any expenses incurred by us under the terms of clauses 8, 9 and 11.3, providing that we are not at fault if additional work is required.
  6. Ownership of property
    1. 6.1 Ownership of the documents in machine-readable format and in hard copy, if supplied under sub-clause 2.3 above, remains with us until you have paid the amount due in full.
    2. 6.2 You agree to our use of your copyright material provided for the purposes of carrying-out this contract.
    3. 6.3 The copyright of all original work produced by us in connection with this project remains with Edworthy Business Management Consultants unless signed-away through an explicit written agreement.
  7. Commencement and completion
    1. 7.1 We undertake to complete the work by the date we agreed with you.
    2. 7.2 However, where events beyond our control prevent us from finishing the work on time, we reserve the right to complete the work when we are able.
    3. 7.3 We undertake to inform you of any problems that may occur that may affect the date of completion of the work.
  8. Additional instructions
    1. 8.1 You may, without invalidating this contract, ask us to perform additional work.
    2. 8.2 If you want us to perform extra work, we ask you to confirm your request in writing.
    3. 8.3 To protect both parties to this agreement, the price of any further work will be agreed in writing between us before we carry out your instructions.
    4. 8.4 We will continue with supplementary work when we have your request in writing and you agree to pay any additional cost, including the cost of all incidental expenses.
  9. Unforeseen complications
    1. 9.1 It is possible that further work, which was not apparent when we prepared the Proposal for you, will be required. If we discover extra work is needed, we will inform you immediately, offer our advice in the circumstances, and seek to agree with you about what action to take.
    2. 9.2 We reserve the right to charge for the cost of any additional work that was not foreseen when we agreed to carry out work for you, including the cost of all incidental expenses.
  10. Confidentiality
    1. We undertake to keep confidential and not to disclose to any third party any confidential information supplied by you under this agreement.
  11. Limitation of liability
    1. 11.1 We make every attempt to ensure any machine-readable data we provide under the terms of the contract between us is free from malware (malicious software). However, we cannot accept liability for any malware that has not been detected by the anti-malware software we use.
    2. 11.2 In addition, we cannot accept any liability for problems caused because of errors in data or information supplied by you.
    3. 11.3 If any problems occur after we have completed work to your satisfaction, we undertake to discover the cause of the difficulty. We reserve the right to seek payment for any work we carry out that has not been caused by our actions, including the payment of all incidental expenses.
    4. 11.4 In any event, and notwithstanding anything contained in the contract between us, in no circumstances shall we be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof,
      1. 11.4.1 for any increased costs or expenses,
      2. 11.4.2 for any loss of profit, business, contracts, revenues, or anticipated savings, or
      3. 11.4.3 for any special, indirect or consequential damage of any nature whatsoever.
  12. Terms
    1. The terms of this Proposal are to govern any contract between us and shall prevail over any terms put forward by you, unless we expressly agree to your terms in writing. No conduct by us shall be deemed to constitute acceptance of any terms put forward by you.
  13. Dispute resolution
    1. 13.1 We aim to provide you with an excellent service. However, if a dispute arises out of or in relation to the contract between us, we will use our best efforts to negotiate with you in good faith to settle any dispute amicably.
    2. 13.2 However, if our negotiations fail to reach a solution, you agree that the dispute will be referred to the arbitration of a single arbitrator to be agreed between us. Failing such an agreement, an arbitrator shall be nominated by the President for the time being of the London Chamber of Commerce.
    3. 13.3 The decision of such arbitrator shall be final and binding on both parties.
    4. 13.4 Any reference under this clause shall be deemed to be a reference to arbitration within the meaning of the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force.
  14. Applicable law
    1. The Proposal shall be considered a contract made in England. It shall be governed in all respects by the law of England.

Revision 03, last updated: 21/02/10