General Terms & Conditions

1. Definitions and Interpretation

In these General Terms and Conditions of Service, unless the context otherwise requires:

· “Company” means the service provider, a UK-registered company providing Auditing and Assessment, Gap Analysis, Implementation, Management of Systems, and Support services.

· “Client” means the person, firm, or company purchasing the Services from the Company.

· “Services” means the services supplied by the Company to the Client, as more particularly described in any proposal, quotation, statement of work, or other communication provided by the Company to the Client.

· “Agreement” means the contract between the Company and the Client for the supply of Services in accordance with these Terms and Conditions.

· “Deliverables” means any reports, documents, or other materials supplied by the Company as part of the Services.

· “Business Day” means any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

2. Basis of Contract

2.1 These Terms and Conditions apply to all Services provided by the Company and shall prevail over any terms or conditions put forward by the Client, unless expressly agreed in writing by the Company.

2.2 The Agreement is formed when the Client accepts a written quotation or proposal provided by the Company, or when the Company commences provision of the Services at the request of the Client.

2.3 Any description or advertising material issued by the Company and any descriptions of the Services contained on the Company's website are issued or published for the sole purpose of giving an approximate idea of the Services described therein and shall not form part of the Agreement.

3. Services Provided

The Company will provide the following services to the Client, as agreed in writing:

· Auditing and Assessment

· Gap Analysis

· Implementation

- Management of Systems (as required by client)

· Support

3.1 The Company shall provide the Services with reasonable skill and care, in accordance with accepted industry standards and all applicable laws of England and Wales.

3.2 The Company reserves the right to make changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.

4. Client Obligations

4.1 The Client shall:

· Co-operate with the Company in all matters relating to the Services;

· Provide the Company, its employees, agents, consultants, and subcontractors, with access to the Client’s premises, office accommodation, and other facilities as reasonably required by the Company;

· Provide the Company in a timely manner with such information and materials as the Company may require and ensure that such information is accurate in all material respects;

· Obtain and maintain all necessary licences, permissions, and consents which may be required before the commencement of the Services.

4.2 If the Company’s performance of its obligations under the Agreement 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 that arise directly or indirectly from such prevention or delay.

5. Fees and Payment

5.1 The fees payable for the Services shall be as set out in the Company’s written quotation or proposal.

5.2 The Company shall invoice the Client for the Services at the intervals specified in the quotation or, if not specified, monthly in arrears.

5.3 The Client shall pay each invoice submitted by the Company:

· Within thirty (30) days of the date of the invoice; and

· In full and in cleared funds to a bank account nominated in writing by the Company.

5.4 All amounts payable by the Client under the Agreement are exclusive of value added tax (VAT) or any other applicable sales tax or duty, which shall be added to the invoice as appropriate.

5.5 If the Client fails to make any payment due to the Company by the due date for payment, the Company reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

5.6 Time for payment shall be of the essence of the Agreement.

5.7 The Company may, without prejudice to any other rights it may have, suspend provision of the Services if the Client fails to pay any amount due on the due date.

6. Intellectual Property Rights

6.1 All intellectual property rights in or arising out of or in connection with the Services and Deliverables (other than intellectual property rights in any materials provided by the Client) shall be owned by the Company.

6.2 The Company grants to the Client a non-exclusive, non-transferable licence to use the Deliverables for the purpose of receiving and using the Services in its business only.

6.3 The Client shall not, without the prior written consent of the Company, copy, adapt, or disclose the Deliverables (or any part thereof) to any third party.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 7.2.

7.2 Each party may disclose the other party’s confidential information:

· To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 7;

· As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

7.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

8. Limitation of Liability

8.1 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.

8.2 Subject to clause 8.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, or any indirect or consequential loss arising under or in connection with the Agreement.

8.3 Subject to clauses 8.1 and 8.2, the Company’s total liability to the Client in respect of all losses arising under or in connection with the Agreement shall not exceed the total amount paid by the Client for the Services in the twelve months preceding the event giving rise to the claim.

9. Term and Termination

9.1 The Agreement shall commence on the date specified in the quotation or proposal and shall continue until the completion of the Services, unless terminated earlier in accordance with this clause 9.

9.2 Either party may terminate the Agreement at any time by giving thirty (30) days’ written notice to the other party.

9.3 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

· The other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing to do so;

· The other party becomes insolvent or subject to bankruptcy or administration proceedings.

9.4 On termination of the Agreement

· The Client shall immediately pay to the Company all outstanding 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;

· The accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and

· Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under the Agreement if such failure or delay results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil commotion, labour disputes, or government action.

11. Data Protection

11.1 In providing the Services, the Company may process personal data on behalf of the Client. Both parties shall comply with all applicable data protection legislation in force from time to time in the UK, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

11.2 The Company shall implement appropriate technical and organisational measures to protect the personal data it processes, and shall process such data only as necessary to provide the Services or as otherwise agreed with the Client.

12. Notices

12.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post, recorded delivery, or email to the address specified in the quotation or to such other address as may be notified in writing from time to time.

12.2 Notices shall be deemed received:

· If delivered by hand, on signature of a delivery receipt;

· If sent by pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting;

· If sent by email, at the time of transmission, provided no delivery failure notification is received by the sender.

13. Governing Law and Jurisdiction

13.1 These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or their subject matter or formation.

14. Miscellaneous

14.1 No variation of these Terms and Conditions shall be effective unless it is in writing and signed by both parties.

14.2 If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the rest of these Terms and Conditions.

14.3 The Client shall not assign, transfer, or deal in any other manner with any of its rights or obligations under the Agreement without the prior written consent of the Company.

14.4 No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

These General Terms and Conditions of Service constitute the entire agreement between the Client and the Company in relation to the provision of Auditing and Assessment, Gap Analysis, Implementation, Management and Support services.