BB Trees Ltd Terms and Conditions
1. Definitions
In these terms and conditions the following definitions shall apply:
1.1 Agreement: The contract for the provision of Consultancy Services incorporating these terms and conditions and made between the Client and the Consultant to the exclusion of any other terms and conditions.
1.2 Client: The individual or organisation that requested a quotation for Consultancy Services and provided written authorisation to the Consultant to undertake the work.
1.3 Client Materials: All works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Consultancy Services.
1.4 Consultant: Ben Bennett, BB Trees Ltd, The Stable, 1 Alma Street, Melbourne, Derby, DE73 8GA.
1.5 Consultancy Services: The services to be provided to the Client by the Consultant.
1.6 Consultancy Charges: The fee for Consultancy Services that has been agreed in writing between the Consultant and the Client.
1.7 Deliverables: The document or report in PDF format that the Consultant has agreed to deliver to the Client.
1.8 Variation: Any reasonable alteration, omission or addition required by the Client. The impact on time, cost and practicality will be advised by the Consultant to the Client in writing and only proceeded with upon the Client’s written acceptance.
2. Consultant’s obligations
2.1 The Consultant shall exercise all reasonable skill, care and diligence in providing the Consultancy Services and any agreed Variations.
2.2 The Consultant shall maintain professional indemnity insurance to the sum of £2 million and shall provide evidence of such cover upon request.
2.3 The Consultant shall not subcontract any part of the Consultancy Services without prior written consent of the Client.
2.4 The Consultant acknowledges that the Consultancy Services are provided by the Consultant as an independent contractor and not as an employee of the Client.
2.5 The Consultant undertakes to maintain electronic records of the Consultancy Services provided for a period of two years from completion of the Consultancy Services and provide PDF copies on request to the client upon reimbursement of reasonable charges.
3. Deliverables
3.1 The Consultant shall deliver the Deliverables in PDF format to the Client.
3.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Deliverables made available to the Client with that written request.
3.3 The Consultant shall ensure that the Deliverables are delivered to the Client in accordance with the agreed timescale.
4. Charges and terms of payment
4.1 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate.
4.2 The Consultancy Charges shall be paid within 30 days of the invoice being submitted.
4.3 If additional costs or delay is directly caused by discrepancies, errors or omissions in information supplied by the Client, the Client shall pay to the Consultant any such additional costs so incurred and allow a reasonable extension of time for the performance of the Consultancy Services.
4.4 The Client must pay the Consultancy Charges by bank transfer or cheque using the payment details as notified by the Consultant to the Client.
4.5 If the payment of any sum due is delayed, the Consultant shall be entitled to charge interest at the rate of 4% above the base rate of the Bank of England in force at the time on the overdue amount and/or suspend further performance of the Consultancy Services provided that the Consultant shall not suspend performance unless it shall have given to the Client written notice requiring payment of the overdue sum within 7 days and the Client shall have failed to comply with such notice.
4.6 If any part of an invoice is disputed or queried by the Client, the Client shall notify the Consultant of the details of such dispute or query not less than 10 days prior to the due date of payment and of its intention to withhold payment. The payment of any undisputed part of the invoice shall not be delayed.
5. Limit of consultant’s liability
5.1 If any part of the Consultancy Services is performed negligently or in breach of the provisions of the Agreement then at the request of the Client (if the request is made within six months of the date of completion of the Consultancy Services) the Consultant will re-perform the relevant part of the Consultancy Services subject to clauses 4.2 and 4.3 below.
5.2 Except in the case of death or personal injury caused by the Consultant’s negligence, the Consultant’s liability shall not exceed the greater of the Consultancy Charges or the amount recoverable under the Consultant’s professional indemnity policy.
5.3 The Consultant shall not be liable for any loss or damage or expenses of any nature incurred or suffered by the Client of an indirect or consequential nature including without limitation any economic loss, loss of profits turnover, business or goodwill.
5.4 The Consultant shall not be liable to the Client for any loss or corruption of any data, database or software.
6. Facilities and access
6.1 The Client shall arrange for or grant the Consultant access at all reasonable times to such premises as may be necessary for the provision of the Consultancy Services.
7. Termination
7.1 Either party must give 14 days’ notice to revoke the Agreement. If either party terminates the agreement, the Client shall pay the Consultant for work done up to the date of termination. The Consultant shall deliver to the Client all Consultancy Services performed up to the time of the cancellation and the final invoice.
7.2 If either party is in breach of its obligations and fails to remedy such breach (if capable of remedy) within 14 days of receiving written notice to remedy the breach then the Agreement may be terminated forthwith by the party not in default without prejudice to the accrued rights of the parties.
7.3 If either party shall become insolvent or bankrupt or have a receiving or administration order made against it or compound with its creditors or commence winding up (save for solvent amalgamation or reconstruction) the other party shall be at liberty by written notice to terminate the Agreement forthwith.
8. Confidentiality
8.1 The Consultant and the Client shall keep confidential all information of the other party whether marked as confidential or not obtained under or in connection with the provision of the Consultancy Services and shall not divulge the same to any third party save with the prior written consent of the other party. The provisions of this clause shall survive the term of the Agreement and continue to apply for a period of two years on completion of the term of the Agreement.
8.2 The provisions of clause 7.1 shall not apply to information in the public domain (otherwise than by breach of this clause) or information obtained from a third party who is free to divulge the same or such confidential information is required to be divulged by law.
8.3 Both parties shall only divulge confidential information to such employees who have a need to know and are bound by similar obligations of confidentiality as set out in this clause 7.
9. Intellectual property
9.1 Unless otherwise agreed in writing all intellectual property rights arising out of the provision of the Consultancy Services shall vest in the Consultant. Subject to the Consultant having been paid all sums due under the Agreement, the Consultant shall grant to the Client a worldwide non-exclusive non-transferable royalty free licence to use the intellectual property for any purpose.
10. Force majeure
10.1 Neither party shall have any liability for delay or failure in performance that results from circumstances beyond the reasonable control of that party. The party affected by such circumstance shall notify the other party if such circumstance occurs. If such circumstance continues for a period of more than three months, either party may terminate the Agreement by written notice.
11. Dispute resolution
11.1 Any dispute or difference that cannot be amicably resolved by the parties shall be referred to the non-exclusive jurisdiction of the courts of England and Wales.
12. Governing law
12.1 The Agreement shall be governed by and construed under English law.
Further information
BB Trees Ltd
The Stable
1 Alma Street
Melbourne
Derby
DE73 8GA
Email: ben@bbtrees.co.uk
Phone: 07949 797656
