ALL ABOUT QUALITY – TERMS AND CONDITIONS
These Terms and Conditions apply to the provision of all Services by us, All About Quality, of Harborough Innovation Centre, Wellington Way, Airfield Business Park, Leicester Road, Market Harborough, Leicestershire, LE16 7WB (the “Company”).
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client” means the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business shall be the Client in the context of the Contract;
“Contract” means the contract formed in accordance with clause 2, which will incorporate and be subject to these Terms and Conditions, together with any special terms agreed in the Proposal;
“Proposal” means our proposal to carry out the Services which, unless otherwise stated, remains open for acceptance for a period of 30 days and sets out the entire scope of Services to be provided;
“Services” means the services to be carried out by us as detailed in the Proposal.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “we”, “us” and “our” is a reference to the Company;
1.2.2 “you” and “your” is a reference to the Client;
1.2.3 “writing” and “written” includes emails;
1.2.4 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.5 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.6 a clause is a reference to a clause of these Terms and Conditions; and
1.2.7 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.
1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
2. The Contract
2.1 The Contract is formed as soon as you accept our Proposal, by the placement of an order, the signing of a retainer agreement and/or your written consent to receive the Services, and includes the acceptance of these Terms and Conditions which will apply between us.
2.2 You are responsible for the accuracy of any information submitted to us and for ensuring that the Proposal and the Services to be provided reflect your requirements. Our Proposal is based on the information provided to us at the time we prepare it. Should any errors or discrepancies become evident, we reserve the right to make adjustments to it.
2.3 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.
2.4 The Contract will be either:
2.4.1 on a one-off basis for the duration of the Services; or
2.4.2 on a retained basis. The Contract term will be outlined in our retainer agreement.
2.5 We will use all reasonable endeavours to complete our obligations under the Contract, but time will not be of the essence in the performance of our Services.
3. Project Implementation Services
3.1 We will provide you with a fixed fee, based on the requirements you have advised us about. Any fixed fee may be subject to change in accordance with these Terms and Conditions.
3.2 Our standard payment terms for project implementation are as follows:
3.2.1 50% as a deposit;
3.2.2 40% invoiced once the system has been implemented and we are awaiting an external auditor, or once the drafts have been sent and we are waiting for approval, whichever is the sooner; and
3.2.3 10% invoiced upon completion of our Services.
3.3 However, we reserve the right to charge additional interim progress payments as the works progress or if we are delayed from completing our Services through no fault of our own. We also reserve the right to request 100% of the quoted fee up front at our sole discretion and will notify you accordingly in advance.
4. Consultancy Services
4.1 For our ad-hoc consultancy Services, we will provide an estimated timeframe required for the Services to be provided, which will be as outlined in our Proposal.
4.2 Should we require additional time to complete the works, we will seek your permission by sending a further Proposal, before proceeding with the additional works.
5. Maintenance Services
5.1 Our maintenance Services are provided on a retained basis, based on an estimated number of days required throughout the term of the Contract as set out in our retainer agreement.
5.2 We will provide visit reports setting out the work we have carried out. It is your responsibility to ensure you make use of your allocated time. If you have not used all your time within the term, that time will be lost, unless we have agreed otherwise in writing.
5.3 Retained Services will continue for a minimum term of 12 months and thereafter the Contract will be automatically renewed for a further term of 12 months, on the same Terms and Conditions as set out in this Contract (with the exception of the price) on a rolling basis unless a written notice to terminate is given by either party in accordance with clause 11 below.
5.4 We reserve the right to review our fees for retained Services periodically and in any event, shall do so annually. We will give you notice before the end of the then-current term of any proposed price changes before such changes shall take effect.
5.5 Payment for retained Services will be due monthly throughout the duration of the term.
5.6 We will work to the hours agreed, onsite or remotely as necessary. Additional hours worked will be charged at the fees listed in our retainer agreement.
6. Coaching and Training Services
6.1 Our coaching and training workshops are available in person or via our website. All workshops are payable in advance of the relevant session. Should payment not be received, we reserve the right to refuse access to this and future sessions.
6.2 If we are providing workshops in person, it is your responsibility to provide the facilities required for us to carry out the Services.
6.3 If we have agreed to provide coaching or training to a set number of delegates, this will be detailed in our Proposal. In this event, any increase or decrease in the number of delegates must be notified to us no later than 3 days in advance of the relevant coaching or training session and may result in additional costs being levied and/or the cancellation of the session.
6.4 It is your responsibility to implement our recommended actions following the coaching or training session(s).
7. Our Services and Advice
7.1 Our advice and recommendations will be based on information provided to us at the time by you. We cannot be held liable for any delays, errors, discrepancies or any other adverse consequences where you have provided incorrect information or have failed to provide information necessary for us to provide our professional advice.
7.2 We may provide an action plan or assistance with implementing our recommendations and it is your responsibility to ensure these recommendations are implemented correctly and fully.
7.3 We can never guarantee that you will gain the certification we may be advising on. It is your responsibility to implement our recommendations and ensure your documentation and processes are in order.
7.4 Our auditing and consultancy Services are carried out on a sample basis. We can only audit the documentation we are given access to. If errors or discrepancies are found in any documentation, we cannot be held responsible for this.
7.5 During our auditing process, we will report accurately on the information we find. We will not misrepresent this information, whether you have asked us to or not.
7.6 We may provide advice and recommendations regarding particular systems and/or processes. However, the final decision regarding suitability rests with you.
7.7 Any documentation we may provide will be in the agreed format only and we will retain title to the documentation until we have received all payments under the Contract in full.
7.8 Any advice and documentation we provide is for use strictly by the Client named in the Proposal. Under no circumstances may this be used, reproduced, lent, sold or otherwise circulated without our express written consent.
8. Your Responsibilities
8.1 You agree, where applicable, to:
8.1.1 make payments in accordance with clause 10;
8.1.2 provide us with access to your people, systems and documentation in a timely manner, to enable us to perform the Services;
8.1.3 provide us with any information and assistance relating to the Services as we may reasonably require within a timely manner;
8.1.4 comply with all applicable health and safety legislation and regulations in respect of us and any of our employees and sub-contractors working at your premises; and
8.1.5 appoint a primary contact to act as your representative to liaise with us in connection with the Services.
8.2 If you fail to meet any of the provisions of clause 8.1 above, without limiting our other rights or remedies, we shall:
8.2.1 have the right to suspend or cancel performance of the Services until you have remedied the default;
8.2.2 not be held liable for any costs or losses incurred by us arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and
8.2.3 be entitled to claim for any costs or losses incurred by us arising directly or indirectly from your default.
9. Variations and Amendments
9.1 If you wish to vary the Services to be provided, you must notify us in writing as soon as possible. We will use all reasonable efforts to make any required changes and will invoice you for any additional costs incurred as a result.
9.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we shall notify you immediately. We will endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
9.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result of an agreed variation or amendment shall be payable in accordance with the terms for payment below.
10. Fees and Payment
10.1 All invoices are payable in pounds sterling within 30 days from the date of invoice, without set-off, withholding or deduction.
10.2 All sums payable by either Party pursuant to the Contract are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable, where applicable.
10.3 In addition, we will charge you for our reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the Services.
10.4 Our Proposal is based on being able to complete our Services in the agreed number of hours, days and/or visits over the period as detailed in the Proposal. If additional hours, days or visits are required, these will be chargeable.
10.5 You also agree to pay for any additional services provided by us at your request that are not specified in the Contract. These additional services will be charged in accordance with our current applicable rate in effect at the time of performance, or such other rate as may be agreed.
10.6 The time of payment shall be of the essence. If you fail to make any payment to us by the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the Services and charge you interest at the rate of 8% per annum above The Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1988. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.
11. Cancellation and Termination
11.1 Any consultation(s) included in our Proposal will be carried out at a time agreed between us and the Client in advance. We require a minimum of 24 hours’ notice to cancel or rearrange an agreed consultation. If we do not receive the required notice, if we are unable to gain access to a premises at which a meeting has been agreed or if the required personnel or systems are unavailable at the agreed time, we reserve the right to charge for any costs incurred by us.
11.2 Subject to clause 11.3, no one-off Services as detailed in clauses 3, 4 and 6 may be cancelled after the Contract is formed. In the event of cancellation, you will be required to pay the total quoted fee, which shall become immediately due and payable. Upon receipt of payment, we will hand over all works completed by us up to the date of cancellation in relation to the Contract.
11.3 Either Party has the right to terminate the retained Services detailed in clause 5 by the giving of 30 days’ written notice before the end of the then-current 12 month-term, whereby at the end of the term, there will be no continuing liability by either Party.
11.4 Either Party has the right to terminate the Services immediately if the other Party:
11.4.1 has committed a material breach of this Contract unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so;
11.4.2 or goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
11.5 In the event of termination for your default, all payments required under this Contract shall become due and immediately payable.
11.6 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this clause 11 on a pro-rata basis.
12. Confidentiality: Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other Party in writing.
13.1 We reserve all copyright and any other rights (if any) which may subsist in, or in connection with, the provision of the Services. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
13.2 You warrant that any document or instruction furnished or given by you shall not cause us to infringe any letter patent, registered design or trade mark in the execution of our Services and shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any intellectual property rights which results from our use of your information.
14. Assignment and Sub-Contracting
14.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Contract.
14.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent.
14.3 Where we sub-contract the performance of any of our obligations under the Contract, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
15. Liability and Indemnity
15.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
15.2 Except as provided in clause 15.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are hereby expressly excluded, to the maximum extent permitted by law.
15.3 We will provide, to the best of our knowledge, advice, guidance and best practice based on the information provided by the Client. However, we cannot accept responsibility for any actions taken as a result of our advice or recommendations. Further, we shall not be liable for any consequences should our professional advice not be taken.
15.4 It is imperative that we are kept informed of any changes within the business that may or may not have an effect on your quality requirements, legal or otherwise. Should this information not be forthcoming from you, or our requests for information not be responded to by you, we shall have no liability whatsoever for any effects on the systems for which we are responsible and have the right to terminate the contract forthwith without any financial or other liability to us whatsoever.
15.5 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you for the Services in the preceding 12 month period.
16. Restrictive Covenants: Neither we nor the Client will, during the term of the Contract and for a period of 12 months after its expiry or termination, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, sub-contractor or independent contractor of the other.
17. Force Majeure: Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action or any other event that is beyond the control of the Party in question.
18. Data Protection
18.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016 (“GDPR”) and any subsequent amendments thereto.
18.2 If you provide us with the personal data (as defined in the GDPR) of any other person, you warrant that you have obtained the permission of that other person to pass their data to us. We will only collect, store and process it in order to provide the Services under the Contract and will not use it in any other manner without consent.
19. Waiver: No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
20. Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.
21. Notices: Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
22. Law and Jurisdiction
22.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
22.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.