- Contract Establishment
These Terms and Conditions of Business shall form part of the contract between “The Client” and Adapt with Lauren Limited “The Company” for the supply of professional services set out in our proposals, unless otherwise agreed in writing by The Company. - Fees
a) Fees will be charged on the basis set out in the proposal and Terms of Engagement. Payment terms are as stated on the invoice. VAT, where applicable, will be added to the invoice at the appropriate rate.
b) Any changes to fees will be mutually agreed in writing with the client prior to commencement of any further work. - Expenses
a) We ask the Client to reimburse The Company for all reasonable out of pocket expenses that may be incurred at the Client’s request in connection with the Project including (where appropriate) travel, lunch, refreshments, overnight subsistence, offsite venue costs and the cost of providing specialist equipment, goods and materials. Wherever possible such expenses will be agreed upfront with the Client.
b) If during the course of the project a need for ancillary specialist services not specified in the proposal is identified, The Company will obtain agreement from the Client for their use before any expenditure is incurred. - Invoicing and Payment
a) Invoices for fees prepared in accordance with paragraph 2.a) above and for expenses are payable within the days stated on the invoice unless otherwise agreed in writing. Any queries concerning an invoice should be raised with The Company within fourteen days of the invoice date. Wherever possible, payment should be made by BACS transfer.
b) In the event that invoices are not settled in full in accordance with these Terms, The Company reserves the statutory right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the guidelines published by The Better Payment Practice Group. - Information Disclosure
a) We request that the Client disclose to The Company all information which is necessary for the satisfactory running and completion of the project or which, in the reasonable opinion of The Company, is relevant to the Contract.
b) The Client represents that, to the best of their ability and in good faith, all information disclosed to The Company is accurate and that any written materials supplied may be used as part of the project without breach of any third- party copyright or registered trademarks.
c) The Client shall notify The Company straight away upon becoming aware of any matters, facts or circumstances directly or indirectly affecting the project which appear inconsistent in any material respect alongside information already provided, such that the information previously supplied becomes misleading or inaccurate. - Confidentiality
Confidential Information concerning the Client and the Client’s business will not be disclosed by The Company to any third party without the Client’s written consent, unless otherwise required by law, a Court of competent jurisdiction or by governmental or regulatory authority. - Ownership
The Client shall own the deliverables of the project, which shall not include any proprietary products or methods which The Company may use in the course of the Project. The Company may retain copies for quality assurance purposes. Subject to The Company obligations of confidentiality, both parties to the Contract shall be free to apply the concepts, techniques, know-how used and developed on the project. The Company shall continue to be at liberty to perform similar services for other clients using the Company’s general knowledge, skills, experience and personnel. - Liability
a) The Company undertakes to exercise due care in the performance of the project in accordance with applicable professional standards. The Company’s objective is to provide a high quality, professional service that fully meets the client’s expectations and requirements.
b) The Company shall not be liable to the Client in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which the client may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of this Contract by the company, its servants or agents, in a sum which is greater than the total price of the associated fees.
c) The Company shall not be liable to the client in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits and/or loss of production or any indirect or consequential (including economic) loss of any kind which the Client may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of this Contract by the Company, its servants or agents.
d) The Company shall not be liable to the client in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits and/or loss of production or any indirect or consequential (including economic) loss of any kind which the client may suffer by reasons outside the direct control of the Company, its servants or agents.
e) The client shall not be liable to the Company in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which the company may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of this contract by the Client its servants or agents, in a sum which is greater than the total price of the Fee.
f) The Client shall not be liable to the Company in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits and/or loss of production or any indirect or consequential (including economic) loss of any kind which the Company may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of this contract by the Client, its servants or agents.
g) Nothing in this Contract shall operate so as to exclude:
h) Either party’s non-excludable liability in respect of death or personal injury caused by its negligence or the negligence of its servants or agents;
ii) The application of Section 12 of the Sale of Goods Act 1979; or
iii) Liability for fraudulent misrepresentation.
i) The Company holds a current Certificate of Professional Liability Insurance to cover any civil liabilities arising from its professional activities. - Force Majeure
a) If either party is affected by Force Majeure it shall forthwith inform the other party in writing of the matters constituting the Force Majeure and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
b) If the Force Majeure continues for longer than 3 months either party may at any time whilst such Force Majeure continues by notice in writing to the other terminate this contract.
c) Save as provided for in this Clause Force Majeure shall not entitle either party to terminate this Contract and neither party shall be in breach of this Contract, nor otherwise liable to the other party, by reason of any delay in performance or non-performance of any of its obligations due to Force Majeure. - Suspension and Termination
a) The Client may, at any time, terminate the project by giving The Company written notice of at least one full calendar month of the intention to do so (subject to the conditions detailed in clause 10.d).
b) Cancellation of consultation appointments incur the following fees:
● 7-3 days before course date incurs 75% appointment fee
● 48 hours before course date incurs 100% appointment fee
These fees may be waived if the course is rebooked within a three-month period, minus costs incurred.
c) The Company may suspend the project if, in the reasonable opinion of the Company, material circumstances adversely affect the performance of the Company’s obligations under the Contract, or where The Company reasonably determines that there has been a material non-disclosure of information by the Client or material changes in circumstances which significantly alter the scope and/or nature of the project.
d) The Company may, by giving notice in writing to the Client, terminate the project forthwith if:
i) The period of suspension as described in clause 9.b) exceeds fourteen days; or
ii) The Client commits a breach of the Contract and fails to remedy such a breach within seven days of being notified in writing by The Company; or
iii) The Client compounds with or negotiates for any composition or compromise with its creditors or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.
e) If the contract is terminated:
i) Each party to the contract shall on demand return to the other party, all property belonging to the other party in its possession at the time of termination; and
ii) The client shall pay forthwith, on demand by The Company, all fees and expenses in respect of all professional services performed by the company under the contract up to the date of termination (the date of termination shall include the notice period defined in clause 10.a) together with all reasonable costs and expenses incurred by the company in connection with and in consequence of the termination of the contract.
