Business Terms and Conditions

KBS Business Consultancy the Service Provider, provide advice, guidance and support to businesses, defined as Clients in these terms, of all size and sector.  The Service Provider has reasonable skill, knowledge and experience in the field of business consultancy.  These Terms and Conditions shall apply to the provision of services by the service provider to its clients.

Definitions:

In these Terms and Conditions, the following definitions and interpretations have the following meanings:

“Service Provider” means KBS Business Consultancy.

 “Agreement” means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions. An Agreement will be issued to the Client, prior to the commencement date of services provided.

“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business.

“Client” means the party procuring the Services from the Service Provider who shall be identified in the Agreement;

“Commencement Date” means the date on which provision of the Services will commence, as defined in the Agreement.

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated) to be confidential.

“Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement.

“Project” means the project in relation to which the Service Provider is to provide the Services, as fully described in the Agreement.

“Services” means the services to be provided by the Service Provider to the Client as fully defined in the Agreement, subject to the terms and conditions of the Agreement;

 “Term” means the term of the Agreement as defined therein.

Terms:

Provision of the Services

  1. With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.

  2. The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the Business Advice and Support sector in the United Kingdom.

  3. The Service Provider shall act in accordance with all reasonable instructions given to it by the Client, provided such instructions are compatible with the specification of Services provided in the Agreement.

  4. The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

  5. The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the agreement that may be requested by the Client. The Service Provider reserves the right to apply additional fees due as a result of such changes.

  6. The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf.  Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.

Client Obligations

  1. The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.  Such information shall include, but not necessarily be limited to, that pertaining to the priorities of the business, organisation or project for which the client has requested the Services of the Service Provider.

  2. The Client shall, within an agreed time of receiving an Agreement from the Service Provider, inform the Service Provider in writing of the Client’s acceptance, or shall submit, with detailed reasons, its non-acceptance of the Agreement with proposed changes.

  3. The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services.  Any such instructions should be compatible with the specification of the Services provided in the Agreement.

  4. In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner. 

  5. If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services.

  6. If the nature of the Services requires that the Service Provider has access to the Client’s premises or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that the Service Provider has access to the same at the times to be agreed between the Service Provider and the Client as required.

  7. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with the Agreement shall not be the responsibility or fault of the Service Provider.

Fees

  1. The Service Provider will charge an hourly fee for the provision of services at a rate of £25 per hour. A minimum of two hours will be applied to all services supplied by The Service Provider to its clients.

  2. If The Service Provider is required to visit client premises that are outside a 15-mile radius of CA17 4PH, The Service Providers main office location, to provide services, a minimum of four hours will be applied by The Service Provider.

  3. All Fees and Payment terms will be agreed by The Service Provider and the Client at the point of consultation and will be confirmed in writing in the Agreement.

Payment

  1. The Service Provider will, in accordance with the Agreement, invoice the client for Services provided. The Invoice will subject to the Agreement and also be bound by these Terms and Conditions.

  2. Payment of Invoices will be due within seven days from the date of invoice, unless agreed otherwise by the Service Provider and the Client.

  3. Invoices which are not paid in full within the specified payment term will incur interest on a daily basis at 3% above the Bank of England base rate, until payment is made in full of any outstanding sums.

  4. Additional expenses, of any nature, incurred by the Service Provider as a result of work carried out in accordance with the Agreement shall be submitted to the client at the point of invoice. Payment of such expenses will also be bound by these terms.

  5. The payment method of all invoice issued to the Client by the Service Provider will be by Bank Automated Clearing Service -  BACS. The Service Provider will endeavour to provide accurate banking details on all invoices issued to the Client to enable payment using this method, within the agreed payment timescale.

Liability, Indemnity and Insurance

  1. The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include Professional Indemnity and Public Liability Insurance.

  2. The Service Provider’s total liability for any loss or damage in respect of any individual occurrence or a series thereof arising out of any one event shall be limited to the sum defined therein.

  3. The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.

  4. Nothing in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.

  5. The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.

  6. Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control. 

Confidentiality

Except as provided by the Agreement or as authorised in writing by either Party, each Party shall, at all times during the continuance of the Agreement and after its termination:

  1. keep confidential all Confidential Information;

  2. not disclose any Confidential Information to any other party

  3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement

  4. not make any copies of, record in any way or part with possession of any Confidential Information

  5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the Agreement and these Terms.

Either Party may disclose any Confidential Information to:

  1. any sub-contractor or supplier of that Party;

  2. any governmental or other authority or regulatory body

  3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies

  4. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement. 

  

Force Majeure

  1. No Party to the Agreement will be liable for any failure or delay in performing their obligations 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, acts of war, governmental action or any other event that is beyond the control of the Party in question.

  2. In the event that a Party to the Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of thirty days, the other Party may at its discretion terminate the Agreement by written notice at the end of that period.  In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.

Term and Termination

  1. The Agreement shall come into force on the agreed commencement date and shall continue for an agreed Term from that date and be outlined in the Agreement.

  2. Either Party shall have the right, exercisable by giving not less than seven days’ written notice to the other at any time prior to the expiry of the term of the Agreement (or any further period for which the Agreement has been extended) to extend the Agreement for a further period.

  3. Either Party may terminate the Agreement by giving to the other not less than seven days’ written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).

  4. Either Party may immediately terminate the Agreement by giving written notice to the other Party if any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within fourteen Business Days of the due date for payment.

 

Effects of Termination

Upon the termination of the Agreement for any reason:

  1. any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable

  2. neither Party shall be under any further obligation to the other in respect of any accrued rights.

  3. each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents or equipment in its possession or control which contain or record any Confidential Information.

 

No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 

 

Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

 

Assignment and Sub-Contracting

  1. The Agreement shall be personal to the Parties.  Neither Party may assign or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party.

  2. The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other skilled sub-contractors.  Any act or omission of such other sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the sub-contractor, not the Service Provider.

 

Time

The times and dates referred to in the Agreement shall be for guidance only and may be varied by mutual agreement between the Parties in order to fulfil the provision of Services.

 

Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for, in the Agreement.

 

Non-Solicitation

Neither Party shall, for the term of the Agreement and for a period of seven days after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party, without the express written consent of that Party.

 

Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

 

Notices

  1. All notices under the Agreement shall be in writing and be deemed duly given if signed by, a duly authorised officer of the Party giving the notice.

  2. Notices shall be deemed to have been duly given when sent, if transmitted by e-mail and a successful return receipt is generated and shall be addressed to the most recent e-mail address, notified to the other Party.

 

Entire Agreement

  1. The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

  2. Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

 

Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions.  The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

 

Dispute Resolution

  1. The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

  2. If negotiations of the Agreement do not resolve the matter within fourteen days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.

Law and Jurisdiction

  1. The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

  2. Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.