Standard Terms of Business
These are the standard terms of business for the provision of Consultancy Services by Procurit Solutions a Limited Liability Company incorporated in England and Wales (registered no. 10404864) whose registered office is at West Avenue, Westerhope, Newcastle Upon Tyne NE5 2LL.
Procurit Solutions reserves the right to change these terms of business at any time without prior notice to you, so please check them regularly. In the event of any conflict between these terms of business (as displayed on our website) and those in our catalogue or elsewhere, these terms of business (as displayed on our website) shall prevail.
1.1 “Business Day” means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the City of London, unless as specified in terms of agreement.
1.2 “Client” means the organisation contracting with Procurit Solutions for the provision of consultancy services as identified in the Terms of Engagement.
1.3 “Contract” means the contract formed by the acceptance and return by the Client of the Terms of Engagement, and such contract shall be governed by these Procurit Solutions Terms and the Terms of Engagement.
1.4 “Deliverables” means those items identified as such in the Terms of Engagement (if any) to be provided by Procurit Solutions to the Client in the course of delivering the Services.
1.5 “PS” means Procurit Solutions Limited.
1.6 “PS Terms” means these standard terms of business.
1.7 “Services” means the work to be undertaken by Procurit Solutions for the Client as described in the Terms of Engagement.
1.8 “Terms of Engagement” means the statement provided too the Client by PS, incorporating these PS Terms, which outlines the nature of the Services, the deliverables to be provided, the fees payable and the timeframe for completion of the Services. “Work” means any activity performed by PS in relation to the Services.
1.9 “Working Days” means Monday to Friday excluding bank or public holidays. Unless alternative days have been specified in terms of agreement.
2. The Services
2.1 PS will provide the Services to the Client on, and subject to, the PS Terms and the Terms of Engagement. PS will not start providing the Services until PS has received written acceptance of the Terms of Engagement by an authorised representative of the Client. By accepting the Terms of Engagement, the Client also agrees to be bound by these PS Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Terms of Engagement, once signed and returned by the Client, shall, together with these PS Terms, form the contract between PS and the Client.
2.2 In accepting the Terms of Engagement, the Client authorises PS to proceed with all relevant preparations for providing the Services, including but not limited to purchase of materials and booking of transport (if required).
2.3 PS shall provide the Services using reasonable skill and care.
2.4 In providing the Services, PS shall use its reasonable endeavours to give sound advice based on the information available, but the Client will remain wholly responsible for determining matters of policy or action related to that advice.
2.5 The Client acknowledges and agrees that, in order for its personnel to derive benefits from the Services, such personnel will be required to make such commitment as is appropriate to the Services being provided.
3.Terms of Engagement and fees
3.1 The Terms of Engagement will, unless otherwise stated, remain capable of acceptance by the Client for a period of 30 days from the date thereof. The rates for fees and materials are subject to review from time to time, but PS will give one months notice of its intention to change the charging basis for current and continuing projects.
3.2 The fees set out in the Terms of Engagement are based on understanding of the Client requirements as set out in the Terms of Engagement. PS reserves the right to make additional charges for:
3.2.1 staff time spent in excess of those estimated in the Terms of Engagement as a result of any delays caused in delivery of the Services due to any act or omission of the Client.
3.2.2 staff time spent travelling to the suppliers, manufacturers or agents.
3.2.3 staff time for planning or other meetings requested by the Client in addition to those allowed for in the Terms of Engagement.
3.2.4 any services or materials requested in writing by the Client that PS agrees in writing to provide and that are additional to those allowed for in the Terms of Engagement, which shall then become part of the Services.
3.3 PS may also charge the Client for reasonable expenses incurred by PS in the provision of the Services including, where necessary.
3.3.1 travel, accommodation and subsistence (mileage to be charged at 50 pence per mile or billing currency equivalent).
3.3.2 all bought-in goods, services and sub-contracted items referred to in the Terms of Engagement as being necessary and charged for separately from the fees quoted in the Terms of Engagement.
3.4 Value Added Tax, where applicable, will be payable by the Client on all fees and expenses at the rate in force at the date of invoicing. All prices are quoted exclusive of Value Added Tax.
3.5 PS will issue invoices in accordance with the terms stated in the Terms of Engagement. Depending on the nature of the work, PS may issue invoices at the end of each discrete piece of work or at the end of each month. If the Client delays planned progress on provision of the Services, PS reserves the right to submit interim invoices. PS will also submit invoices in respect of any additional work carried out as referred to in Clause 3.2.
3.6 All invoices will be paid by the Client within 7 days of receipt date of invoice.
3.7 Where a refund is due to a Client and such is caused at the fault of the Client, PS reserves the right to deduct any administrative bank/ credit card charges from such refund. Where the refund is necessitated at the fault of PS, no such deductions shall be made.
4.1 Other than in respect of information that the Client has supplied to OPP, OPP shall, as between PS and the Client, own all copyright and any other intellectual property rights throughout the world subsisting in the contents of the Terms of Engagement and in all work produced by PS in the course of provision of the Services in whatever form or media (including, without limitation, the Deliverables) (“Work”) unless otherwise indicated in the Terms of Engagement as “Client Materials”.
4.2 If the Client requires PS to incorporate any material into the Work and supplies PS with such material, the Client warrants that:
4.2.1 the proposed use or incorporation of such material will not infringe any third party intellectual property rights.
4.2.2 where the Client is not the owner of all copyright or other intellectual property rights in such material, the Client has received all necessary consents and licences for the proposed use by PS of such material; and The Client will indemnify and keep PS fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of the warranty in this clause.
4.3 Subject to Clause 4.4, the Client agrees that it shall not copy or amend the Work or do or authorise any other act that may infringe or devalue PS’s copyright or other intellectual property rights.
4.4 The Client may, subject to the last sentence of this clause, make a reasonable number of copies of the Work (or part of the Work) for distribution to its own personnel and strictly for internal business purposes only. The Client shall ensure that each such copy of the Work (or part thereof) shall bare a statement acknowledging its source. The Client shall have no right to make any copies of any
deliverables on which PS does not own the copyright.
5.1 PS shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services.
5.2 If the Client nominates sub-contractors to work with PS in the provision of the services, the Client shall be responsible for such nominated sub-contractors. PS reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organisations prevents PS fulfilling its obligations under the Terms of Engagement and these PS Terms.
6. Client’s obligations
6.1 The Client will ensure that its staff, contractors and other suppliers co-operate fully with PS and cause no delay.
Procurit Solutions Limited respectfully points out that all goods entrusted to their care are handled entirely at owners’ risk. It is highly recommended that specific insurance cover is taken out to cover all contingencies.
6.2 Whilst PS’s employees or sub-contractors are working on the Client’s premises, the Client will ensure the health and safety of those people. The Client will indemnify PS and keep PS indemnified against all losses, damages and expenses incurred or suffered by PS in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or sub-contractors as a result of working at the Client’s premises.
6.3 All Clients shall be required, in using PS’s Services to verify any local requirements and/or restrictions on using psychometric tests in general and the PS materials in particular, in that jurisdiction, whether imposed by law, regulation or by a local regulatory or governmental body. Where any local requirements and/or restrictions exist that alter the criteria for, or prevent, use of PS’s materials within a particular jurisdiction, it shall be the responsibility of the Client to ensure that it fully complies with any and all such local requirements and/or restrictions. Where any
Client uses PS’s materials in a particular jurisdiction in contravention of any local requirements and/or restrictions, whether knowingly or inadvertently, such Client shall be solely responsible and liable for such use and shall hold harmless and indemnify PS in respect of any loss or claim by a third party against PS arising from such. Further, in the event that a Client has failed to ensure that any PS materials may be legitimately used within a particular jurisdiction and subsequently purchases PS materials for use in that jurisdiction, such Client shall be liable for the costs
thereof and PS shall bear no responsibility or liability for return of such PS materials or the reimbursement of any associated costs.
7. Confidentiality and data protection
7.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as ‘confidential’ or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.
7.2 The provisions of this clause 7 shall not apply to any information disclosed by a party (“Disclosing Party”) that:
7.2.1 is in, or comes into, the public domain (except as a result of a breach of these PS Terms).
7.2.2 was already in the possession of the Disclosing Party at the time of its receipt from the other party.
7.2.3 is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it.
7.2.4 is required by law to be disclosed by the Disclosing Party.
7.3 The Client and PS shall observe the requirements of the Data Protection Act 1998 (the “DPA”) and any other applicable data privacy legislation in relation to information regarding identifiable living individuals (“Personal Data”).
7.4 Where PS discloses to the Client any Personal Data (including but not limited to psychometric test results, written reports, information derived from one-to-one counselling sessions, feedback or follow-up sessions, or personal development sessions, the Client acknowledges that, for the purposes of the DPA, it is the “Data Controller” in relation to those Personal Data and the Client will:
7.4.1 not keep such Personal Data longer than is necessary to fulfil the purpose for which it was collected.
7.4.2 take all reasonable steps to safeguard the security of such Personal Data.
7.4.3 exercise discretion over the access given to such Personal Data within the Client organisation.
7.4.4 take all reasonable steps to ensure that those given access to such Personal Data understand and respect the need for confidentiality regarding
the Personal Data.
7.4.5 and the Client shall indemnify and keep PS fully indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of this clause 7.
7.5 The Terms of Engagement shall be treated as confidential information for the purposes of this clause 7.
8. Term and termination
8.1 The Contract will commence on the date that PS receives the signed Terms of Engagement from the Client and shall continue in full force and effect until the Services have been completed, subject to earlier termination pursuant to Clauses 8.2 and 8.3.
8.2 Either party may terminate provision of the Services immediately by notice in writing to the breaching party if the breaching party:
8.2.1 is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within 14 days of
receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy.
8.2.2 enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors or has a receiver or manager or an
administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action which in the
opinion of PS means that the Client may not be able to pay its debts.
8.3 PS may terminate provision of the Services at any time if:
8.3.1 it has given the Client 1 months’ notice in writing; or
8.3.2 the Client attempts substantially to alter the scope or definition of the Services without PS’s prior written agreement.
8.4 On termination, PS will be entitled to be paid all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services. In the case of termination by PS pursuant to Clause 8.2, the Client will be deemed to have cancelled the Services and will be liable to pay a cancellation charge if applicable.
8.5 On termination, each party shall immediately return to the other party all property of the other party in its custody, possession or control.
8.6 Clauses 1, 4, 6.3, 7, 8, 9, and 13 shall survive expiry or termination of this Agreement howsoever caused and shall remain thereafter in full force and effect after termination.
9. Warranty and liability
9.1 In the event of damage to tangible physical property, where it is established that such damage to property has arisen as a direct result of the negligence of PS employees or sub-contractors while providing the Services, PS’s liability shall be limited to a maximum of £1,000,000 (one million pounds) per claim or series of related claims.
9.2 Nothing in these PS Terms shall exclude or limit PS’s liability for death or personal injury caused by PS’s negligence, nor for fraud on PS’s part, nor for any liability that cannot be excluded by law.
9.3 Subject to Clauses 9.1,
9.2 and 9.4, PS’s liability arising under or as a result of the provision of the Services whether in contract, tort, breach of statutory duty or otherwise is limited to the fees actually paid by the Client to PS for such Services.
9.4 PS will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management time or employee time of the Client.
9.5 Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded.
10. Force majeure
PS has no liability to the Client if PS is unable to provide all or a part of the Services in accordance with the Terms of Engagement or otherwise as a result of circumstances beyond PS’s reasonable control, including without limitation, war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockade, accident, natural catastrophe, disaster.
No delay, neglect or forbearance by either party in enforcing any provision of the Terms of Engagement or these PS Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.
12. Rights of third parties
Nothing in these PS Terms or the Terms of Engagement confers or purports to confer on any third party any right to enforce any of the Terms of Engagement or these PS Terms.
13. Governing law and jurisdiction
These Terms and the Terms of Engagement are governed by and construed in accordance with the laws of England and are subject to the exclusive jurisdiction of the English courts.
14. Entire agreement
14.1 These PS Terms together with the Terms of Engagement constitute the entire agreement between PS and the Client in relation to the Services and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these PS Terms by the Client will be effective unless it is in writing, is dated and is signed by a duly authorised representative of PS and the Client.
14.2 If there is any conflict between these PS Terms and the Terms of Engagement, these PS Terms will prevail.
15.1 Any notice permitted or required under these PS Terms will be given in writing and shall be effectively served if delivered by hand or sent by first-class or airmail post to PS at its usual address and, in the case of the Client, to the last known or usual address. Any notice personally, delivered shall be deemed to have been received at the time of delivery. Any notice sent by post shall be deemed to have been delivered three Business Days after posting in the case of inter-UK communications, or five Business Days otherwise.
15.2 In cases where the Terms of Engagement specify nominated representatives of the parties, all notices shall be addressed to such representatives.