Terms & Conditions.
Our Terms of Business.
These terms of business (Terms), along with the attached sales order form the contract between you and us. Where we say you, yourself or your in these Terms we refer to the client identified in the sales order and where we say we, us or our we mean Edgecumbe Consulting Group Limited, a company registered in England with registered address Whitefriars Business Centre, 2nd Floor, Whitefriars, Lewins Mead, Bristol BS1 2NT and company number 03033236. Edgecumbe Consulting is one of our trading names.
1. Sales order
The sales order identifies the scope of work we will deliver. Please let us know promptly if you think anything in the sales order is inaccurate.
2. Who will perform services for you
Our services may be performed by any of our directors, employees, contractors or agents (our personnel). We will always ensure that personnel of the right qualification and seniority are engaged in the performance of the services. However, unless the sales order says that a particular individual will perform the services we will have discretion to decide which of our personnel perform the services.
3. Our fees
The sales order sets out our fees. These may be specified as an estimate, as a fixed fee, or with a formula for calculating them (for example, hourly or daily rates for our personnel). We will update you regularly on actual fees incurred where we have given you an estimate or a formula for calculating our fees. We review the rates for our personnel annually and we will let you know what impact, if any, a review has on the amount we will charge you (a review will only impact charges for work additional to that which is set out in this sales order, for which the original rates quoted will continue to apply for the original scope of work). Our fees and payment arrangements constitute commercially sensitive information and are confidential.
If you ask us to perform additional services, we will provide a revised or additional sales order. Your instruction for us to perform the additional services, or continued instruction to perform the original services will constitute your acceptance of the revised fee.
We ask for reimbursement for travel from home to any venue by our personnel where that venue is not their ordinary place of work. Our personnel will travel by standard rail or air fare and use taxis or public transport between the train station or airport and the venue. If our personnel use a personal car, we will charge mileage to and from the venue at 65p per mile. We will charge all other travel and subsistence expenses, including any necessary overnight hotel accommodation and car parking, at cost. We will also charge for any other expenses incurred to fulfil the obligations in the sales order, such as room hire and catering; any additional paper copies of reports requested after this contract has been signed; additional reports or meetings outside those specified in the sales order. If you would like an indication of expected expenses please contact us. This indication is not a quote and will be subject to change until all expenses required are completed. We will not be subject to your expenses policy or any expense payment process requirements you may have unless we expressly agree them in writing.
5. Purchase orders
If your purchase of services from us requires you to issue a purchase order number please specify it on the sales order. If you would like us to observe any other invoicing arrangements (for example sending copy e-mail invoices to particular recipients) you should specify it on the sales order and we will endeavour to follow them. If you do not provide a purchase order number, we will send all invoices for the relevant services without a purchase order number.
No terms and conditions or other text you purport to have legal effect (including where included on any purchase order you provide to us) shall be binding on us or form part of the contract between you and us.
6. Terms of Payment
We will invoice you on a monthly basis unless otherwise agreed in writing. You must pay us within thirty (30) days from the date of the invoice. Any specific invoicing arrangements already agreed will supersede this and will be shown in the sales order and T&Cs email which came with this attachment.
Please note that we are entitled to charge interest on late payments in line with the Late Payment of Commercial Debts Regulations 2002.
Invoices will be in Great British Pounds sterling unless requested in writing within 14 days of signing this contract. If you require fees to be quoted in an alternative currency please let us know. In addition, if you would then like to be invoiced in that alternative currency please let us know at this stage so appropriate terms can be agreed as charges may apply. If additional documents are required from us to facilitate payment these must be requested at this time also.
If the Place of Supply of the work is the UK, you are a UK business, a non-UK business undertaking work in the UK, a private client or do not wish to use the applicable Reverse Charge procedure, VAT will be charged on all fees, expenses and materials.
If you are a business domiciled outside the UK but in the EC then on production of your tax number, the Reverse Charge procedure will be used and you will be responsible for accounting for VAT under EC Council Directive 2006/112/EC. If you do not produce the tax number, we will charge UK VAT on all fees, expenses and materials.
If you are a business domiciled outside the UK but in the EC and do not have a tax number, then on receipt of proof that you are a designated business, we will not show VAT on the invoice for the work under our agreement with you. You will be responsible for accounting for VAT under EC Council Directive 2006/112/EC. Examples of acceptable proof of your status as a designated business are certificates from fiscal authorities, business letterheads, or other commercial documents indicating the nature of your activities. If you do not provide acceptable proof, we will charge UK VAT on all fees, expenses and materials.
If you are a business domiciled outside the UK but in the EC and the services we will perform for you will not be performed in the UK or EC, we will not charge UK VAT for the work under our agreement with you. If this changes, UK VAT may become chargeable.
If you are a business domiciled outside of the UK and the EC and the services we will perform for you will not be performed in the UK or EC, we will not charge UK VAT for the work under our agreement with you.
8. Withholding Tax
If an invoice for services provided to you is less than £1000 and is treated using Withholding Tax, we will charge an administration fee of £50. On signing this contract, please inform us if you wish to use the Withholding Tax system so that the administration charge can be added to your invoice.
9. Target dates for completion
Where target dates for completion are known they will be included on the email sent with this sales order and T&Cs. Where a target date for completion of a service is not given we will aim to agree a date with you as soon as possible, and in any case within 6 weeks of the start of our performance of the services. If you do not agree the target date for completion within this period we will be entitled, acting reasonably, to specify a reasonable target date for completion taking account of the complexity of the services.
10. Cancellation, Postponement, and Termination
If you cancel or postpone services we have agreed to perform you must pay us the following:
i. if you cancel or postpone more than four (4) weeks in advance of the agreed date for the commencement of services – any non- refundable expenses we have incurred;
ii. if you cancel or postpone more than two (2) weeks but less than four (4) weeks in advance of the agreed date for the commencement of services – fifty percent (50%) of the total fee and any non-refundable expenses we have incurred; and
iii. if you cancel or postpone two (2) weeks or less in advance of the agreed date for the commencement of services – one hundred percent (100%) of the total fee and any non- refundable expenses we have incurred.
If, however, we are able to substitute the services we were due to perform for you with alternative fee-paying business of equivalent value during the period covered by the cancellation or postponement fee, you will not have to pay us the specified fee, other than the amount in respect of any non-refundable expenses we have incurred.
If for any reason we cannot perform a consultancy event we have agreed to perform, we will endeavour to arrange an alternative consultancy event at a convenient time for you, but we will not be liable if we cannot find a mutually convenient time.
Either you or we may terminate a contract immediately by serving written notice to that effect on the other if at any time any one or more of the following events occurs: (a) the other makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or (b) a security holder takes possession, or a receiver or administrative receiver is appointed, over all or any material part of the property or assets of the other; or (c) anything analogous to any of the foregoing occurs to the other under the law of any jurisdiction; or (d) the other ceases to carry on business; or (e) the other commits a material breach of a contract and in the case of a breach capable of remedy, fails to remedy that breach within thirty (30) days after being served with a written notice specifying the breach and requiring it to be remedied.
11. Client dependencies
For us to perform the services set out in the sales order we will need you to provide us with reasonable assistance and information from time to time. We will inform you in writing of any information or personnel requirements to fulfil our services to you. Any client dependencies specific to the project will be provided via the sales order and T&Cs email which came with this attachment. If you are unable to provide this assistance or information for any reason we may be delayed in completing the performance of the services, and our fees may increase.
12. Facilities and Equipment
Where a service we have agreed to perform requires a venue you must provide a suitable venue and any equipment at the venue we reasonably specify, along with appropriate refreshments at the venue. You will be responsible for the health and safety of all attendees, including all of our personnel who attend, and you must ensure our personnel are covered by adequate public liability insurance whilst they are on your premises or any premises you arrange.
13. Reporting and communications
If you would like us to only take instruction from named individuals, please let us know who and to what level their authority of instruction extends.
For Surveys: Any reports produced by us with the agreement of the client will be anonymous and aggregated into demographic groups. The minimum number of respondents in each demographic group will be specified in the sales order and T&Cs email which came with this attachment, when signing the sales order you are agreeing to this specified number. The distribution of reports generated through this assignment is at your sole discretion.
14. Intellectual Property
For the purposes of these Terms Intellectual Property Rights means all patents, trademarks, service marks, designs, utility models, copyright, database rights, semi-conductor topography rights, inventions, trade secrets and other confidential information, know- how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registrable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights.
As between you and us, we retain all Intellectual Property Rights and other rights in all of our pre-existing materials and will own all Intellectual Property and other rights in the output of any services we provide to you and otherwise created in the performance of any services for you. Provided you pay all charges due to us, we hereby grant to you free of charge and on a perpetual, non-exclusive, non-transferable, worldwide basis the right to use the output of any services we provide to you solely for your internal business services, and the right to use our pre-existing materials solely to the extent necessary to allow you to use the output of the services in accordance with this paragraph. Where our pre-existing materials are software products or services your right to use and access the same will be subject to your agreement to the terms of any applicable end user licence agreement.
As between you and us, you retain all Intellectual Property Rights and other rights in all of your pre-existing materials. You hereby grant us a non-exclusive, worldwide, royalty-free right to use your pre-existing materials to the extent necessary for us to perform the services.
You acknowledge that, where we do not own any of our pre-existing materials, your right to use them is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license or sub-license such rights to you.
15. Publication and Altering of Content
We accept no responsibility for any consequences of any of the content added by you. You agree not to publish or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or racially or ethnically derogatory content, or any content expressing hate toward any person or group of persons due to age, race, religion, colour, creed, national origin or sexual orientation. You agree to indemnify, defend, and hold Edgecumbe Consulting harmless from and against all actions brought by a third party as a result of the publication or transmission of such material or information as described above or as a result of your use in any way of the services provided by us.
16. Limit of liability and Professional Indemnity Insurance
Our aggregate liability to you under our contract with you for all claims, actions or demands brought under or in connection with it (whether by reason of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) shall not exceed the total fee specified in the sales order.
We shall not be liable to you (whether by reason of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) for any: (a) loss of profits; or (b) damage to reputation; or (c) loss of anticipated savings; or (d) loss of anticipated revenues; or (e) loss of business opportunities; or (f) loss of contracts; or (g) loss of goodwill; or (h) loss or corruption of any data; or (i) claim, action or demand made against you by any third party; or (j) any indirect loss, damage, cost, expense or claim whatsoever; which arises out of or in connection with this agreement.
Nothing in our contract with you shall operate to limit or exclude our liability to you for any death or personal injury caused by the negligence of us or any of our employees or agents, for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot lawfully be limited or excluded.
You acknowledge and agree that the exclusions and limitations of liability specified in this paragraph 9 reflect the charges payable to us under our contract with you, your responsibility for applying and interpreting the output of any services we perform for you in your business, and are fair and reasonable in all the circumstances.
17. Data Protection and storage of information
We will hold and/or transfer any data you provide to us in accordance with applicable data protection laws and our data protection registration and you consent to this. We will normally use your contact details to send you updates and news of our services. You may, of course, advise us if you do not wish us to do so. We will retain documents and electronic files relating to the services we perform for you for such period of time as we consider necessary to comply with our legal, audit, and any other regulatory requirements. After this time we will destroy documents in a secure manner and securely delete electronic files. During the period of storage we will take all reasonable steps to ensure the documents and electronic files are held securely.
Where through the performance of services we gather data in reports or data sheets or from psychometric or other questionnaires we are entitled to use that for our internal research and our commercial purposes, provided that in doing so we use the data only in an anonymised format and respect any opt-outs from that use by individuals.
We follow the Code of Conduct of the Market Research Society.
Each of you and we shall safeguard and keep confidential the terms of contracts and any and all confidential information acquired in relation to the business or affairs of the other party. Neither you nor we shall use or disclose the other’s confidential information except to the extent that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this contract. You and we shall each ensure that its officers and employees and any other persons to whom confidential information is disclosed comply with the provisions of this paragraph 11. The obligations in this paragraph 11 shall not apply to any information to the extent that such information: (a) is publicly available or becomes publicly available through no act or omission of the receiving party; or (b) is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority. The provisions of this paragraph 11 shall survive any termination of a contract. We agree that, completed surveys, reports on individuals and teams, individual and team psychometric reports and/or data sheets, and all written and oral communications naming individuals constitute confidential information which shall remain confidential perpetually.
19. Miscellaneous provisions
Assignment and sub-contracting: You may not assign, sub-contract or otherwise dispose of any of your rights or obligations under a contract with us without our prior written consent. We may assign, sub-contract or otherwise dispose of any of our rights or obligations under a contract with you without your consent provided the assignee, sub- contractor, or other party to which the rights and/or obligations are disposed commits in writing to you to continue to be bound by the terms of the contract.
No partnership or agency: Nothing in a contract between you and us shall constitute any partnership or be deemed to have created any relationship of agency, and unless expressly stated neither you nor we shall have the authority to contract on behalf of or otherwise bind the other in any way.
Entire agreement: These Terms and the relevant sales order forming a contract shall constitute the entire agreement and understanding in respect of that contract, and shall supersede any previous agreements between the parties in connection with its subject matter.
Severability: If any provision of a contract is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, that provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of that contract not affected by such invalidity or unenforceability shall remain in full force and effect.
Third party rights: Unless expressly stated in a contract, nothing in it shall confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.
Waiver: If you or we don’t enforce rights under a contract as soon as the right to enforce them arises that does not prevent you or us from enforcing them in the future, or if the rights arise again in different circumstances (for example, if we agree not to charge you a cancellation fee we could charge you on one occasion, that does not mean we cannot charge you a cancellation fee in the future). The rights and remedies provided in a contract are cumulative and are additional to any rights or remedies provided by law.
Variation: No variation to a contract shall be effective unless made in writing and signed by authorised representatives of both you and us.
20. Governing law and jurisdiction
These Terms and any contract we enter with you shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising out of or in connection with these Terms and/or any contract we enter with you shall subject to the following provision be subject to the jurisdiction of the English courts. Nothing in this paragraph shall limit our right to take proceedings against you in any other court of competent jurisdiction in the jurisdiction in which you are incorporated or have any trading presence, nor shall our taking proceedings in any one or more jurisdictions preclude us taking proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. You may not bring proceedings against us other than in the English courts.