Incrementa Consulting Limited Standard Terms and Conditions
In these conditions, the “Client” shall mean any person(s), company(s) or authority(s) who shall order or purchase services or goods from the relevant entity being INCREMENTA CONSULTING LIMITED, INCREMENTA or any of its subsidiaries (hereinafter referred to as “INCREMENTA”). The “Contract(s)” shall mean the contract for sale or supply of services or goods from INCREMENTA to the Client. These Terms and Conditions apply to all Contracts undertaken by INCREMENTA except as explicitly modified in a formal proposal or letter signed by the Director of the project associated with the respective Contract (hereafter called the “Project Director”) or a Director of INCREMENTA. In the event that the Client proposes any separate terms, these Terms and Conditions shall prevail to the extent of any conflict.
Execution of the Contract
1. The member(s) of staff of INCREMENTA assigned to a Contract will execute it at their discretion at the Client’s premises, the offices of INCREMENTA, or other locations in accordance with the requirement of the Contract and commensurate with minimising costs, unless specifically stated otherwise. In addition, INCREMENTA reserves the right to use subcontractors and other agents (hereinafter referred to as “agents”).
2. The Client is responsible for providing suitable working accommodation and facilities for the member(s) of INCREMENTA staff at the designated location(s) as required, with access during normal working hours, and at other times by mutual agreement. The Client is also responsible for indemnifying INCREMENTA against any loss, damage, or injury whatsoever sustained to INCREMENTA staff or agents while they are working on Client premises in any way connected with the execution of the Contract.
3. The working week is defined as 35 hours, Monday to Friday. Where a Contract is being undertaken on other than a fixed price basis, fees will be chargeable on this basis at the quoted daily rate per seven man-hours worked, with pro rata charges for part days. The fees are chargeable for all time spent on a Client’s work whether the work is undertaken on the Client’s premises or elsewhere. Unless explicitly stated otherwise, all materials, costs, and expenses will be charged at cost. On Contracts greater than or equal to one year in duration INCREMENTA reserve the right to revise the quoted daily rate on giving three months written notice of their intention to do so. INCREMENTA undertakes that no such revision will take effect in the first six months of the Contract.
4. INCREMENTA will make all reasonable endeavours to maintain the estimated timescale for completion of a Contract, but time shall not be of the essence to a Contract. In situations where the Client has been responsible, or partly responsible, for hindering the execution of the contract INCREMENTA will be entitled to a reasonable extension of time. INCREMENTA will undertake to endeavour to keep the Client informed of any modifications to the anticipated completion date of the Contract.
Payment
5. Where a Contract is against a fixed price quotation from INCREMENTA, then the sum of invoices issued will not exceed this value on the basis that the scope of the Contract remains within that contained in the proposal against which an order has been placed and accepted and provided that no undue delays are caused by the failure of the Client to provide either instructions, information or access to staff or facilities necessary for the timely execution of the Contract. INCREMENTA retains the right to claim compensation for any such delays provided that formal notification of such impending delay is given by INCREMENTA to the Client.
6. The basis of the work undertaken by INCREMENTA within a Contract is the formal proposal from INCREMENTA against which an order has been placed and accepted. Any subsequent modifications, additions, or deletions to the proposal, or any specification or document to which the proposal makes reference, or to the work content in any way, will only have effect on a Contract if formal instructions have been received from the Client and have been formally acknowledged by the Project Director at INCREMENTA. On a fixed price Contract, INCREMENTA reserves the right to quote an additional charge for any such change, which will then only be undertaken on formal written agreement to that additional charge by the Client.
7. Invoices are payable within 30 days of invoice date except when explicitly modified in the formal proposal. In the case of fixed price Contracts, the value of monthly invoices will be determined by INCREMENTA as a percentage of the work completed to date. INCREMENTA reserves the right to stop work and / or withhold documents and reports until payment is made, with the Client responsible for any additional time and costs associated with this. INCREMENTA adheres to the Late Payment of Commercial Debts (Interest) Act 1998, as amended, and therefore reserves the statutory right to 1) charge interest on late payments at a rate of 8% above the Bank of England base rate on invoices not settled within agreed terms, after as well as before any judgement or order and 2) to claim debt recovery costs for the increased administration costs of late payment. In addition to interest charges, clients from outside the UK settling after 30 days will be required to assume the exchange rate risk, with INCREMENTA reserving the right to charge the client an amount commensurate with any negative movement in exchange rate from day 30 after invoice date to the date at settlement.
Reports
8. All documentation produced during a Contract will use the current standard INCREMENTA format unless otherwise agreed. No more than three copies of any one document will be supplied under a Contract unless alternative arrangements have been formally made between the Client and INCREMENTA.
9. Documentation created specifically for the Client during the performance of a Contract, including any entitlement to intellectual property rights, will remain the property of the Client. INCREMENTA reserves all rights to prior information and methodologies brought to the Contract and in “walk away” knowledge, that is information and methodologies developed during the project that can be reutilised.
Completion
10. Approval of completion of a Contract will be based solely on a demonstration that all the work has been completed as defined in the proposal or in any subsequent detailed specification prepared by INCREMENTA which has been formally agreed as superseding the original proposal.
Liabilities
11. Nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or of its employees or agents while acting in the course of their employment or for fraud. Subject thereto, INCREMENTA shall not be liable under or in relation to a Contract for loss of or damage to reputation; loss of business; loss of (or loss of use of) data; nor any indirect, special or consequential loss or damage.
12. Subject to clause 11, INCREMENTA’s total liability arising from or in connection with this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the lesser of £50,000 or 100 per cent of the value of the Contract.
13. Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.
14. The Client shall not assign any benefit or liability arising from a Contract until full and final payment has been received by INCREMENTA.
15. The Client will not make any charges against INCREMENTA for the use of accommodation, computers or other facilities provided by the Client or his/her agents or customers, nor for any expense incurred by the Client’s staff or those of his/her agents or customers, unless in receipt of a written order authorising such charges signed by the Project Director at INCREMENTA.
Confidentiality and fair dealing
16. The Client undertakes not to employ or recruit, go into partnership with, or retain on a sub-contract basis INCREMENTA staff during the period of the contract and for 12 months thereafter, other than through INCREMENTA itself.
17. All information disclosed by either party with regard to a Contract is to be treated as confidential to the two parties, except where prior written consent has been formally granted in accordance with INCREMENTA’s Freedom of Information Act 2000 policy to divulge all or part of that information to any third party.
Suspension or Termination
18. If the Client is in material breach of the Contract or shall be declared insolvent or being a body corporate shall have a Receiver or Liquidator appointed to it, or undergoes a change of ownership or change in management structure then INCREMENTA reserve the right to suspend or terminate the Contract. In such a case, INCREMENTA shall be entitled to recover all fees and costs accrued or incurred up until the date on which the Client receives notice of such suspension or termination from INCREMENTA. In the event that the Client requests a termination or suspension of a Contract, INCREMENTA shall be entitled to payment of all fees then due together with a Payment in lieu of notice, equivalent to 30 days of the then current run rate. If the Client requests INCREMENTA to resume the work INCREMENTA shall be entitled to levy a reasonable recommencement fee.
Non-Waiver
19. The failure to exercise or delay in exercising a right or remedy under a Contract shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under a Contract shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
A Contract shall be considered as an agreement made in England and subject to English Law. It shall constitute the entire Contract between INCREMENTA and the Client. These Terms and Conditions supersede all prior agreements, communications and negotiations.