Terms of Service and Business - LC Management Consulting
1. Definitions
1.1 Scope: This document defines the general terms of service that shall apply to all consultancy agreements and retainer contracts involving LC Management Consulting. These clauses are incorporated into and form an integral part of our contract.
1.2 The Parties: LC Management Consulting of Wales, UK (hereinafter known as ‘Luke Cowell Consulting’) and the Client ‘the Client’ is the party with whom a contract of supply exists.
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2. Statement of Professional Standards (HR)
2.1 Luke Cowell Consulting will conduct its HR business in accordance with the professional standards laid down by the Code of Professional Conduct of the Chartered Institute of Personnel and Development (CIPD).
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3. Consultancy Services
3.1 Luke Cowell Consulting will provide consulting services to the Client relating to Human Resources; Strategy; Operations; or Coaching work. The specific nature of the services to be provided by Luke Cowell Consulting will be as specified in the Quotation (“The Services”) and the Quotation will form part of the Contract between Luke Cowell Consulting and the Client along with these Terms and Conditions of Service.
3.2 Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Luke Cowell Consulting will make available to the Client all knowledge, information, and expertise in its possession in performing the services. If the Client wishes Luke Cowell Consulting to perform any services other than those specified in the Quotation (including without limitation to provide any additional functionality) or to provide further or other products and/or services, then Luke Cowell Consulting shall be entitled to quote the Client separately for the provision of those services or products required and upon acceptance, the terms of this agreement will also apply to those additional services and products.
3.3 Unless otherwise agreed in writing by both parties, these Terms of Service will apply when the Client formally accepts a Quotation from us, which may be by letter; electronic communication (such as by email); or through our electronic quotation systems.
3.4 Unless specifically stated as a fixed price quotation, any cost estimates that are, or have been given by Luke Cowell Consulting are estimates only.
3.5 Actual time spent, products supplied and any other fees such as disbursements, etc. will be used as the basis for billing.
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4. Time Basis for Contracts
4.1 Where applicable, activity time is calculated inclusive of travel time from the prior non-client activity (such as from the consultant’s home, office, or third-party premises).
4.2 On-site activity is normally provided by the day or half day, except where otherwise agreed in advance. A day will normally be 10.00 am -4.00 pm actually on site and half a day on-site amounts to 3.5 hours actually on-site.
4.3 Off-site activity time includes all office time spent acting for the Client and may be carried out at any location of Luke Cowell Consulting’s choosing including Luke Cowell Consulting's business premises or any site away from the Client’s premises.
4.4 Where an off-site activity is provided by the hour, all travel, office, administrative, preparatory, production, and telephone time in addition to actual client meetings are chargeable at the agreed hourly rate as outlined in the Quotation.
4.5 Activity logs may be provided to Clients upon request.
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5. Performance
5.1 All commitments with respect to the timing and scope of the project given to the Client by Luke Cowell Consulting – whether verbal or written – are made in good faith but are made necessarily in advance of;
5.2 Knowing the full scope of the difficulty that may pertain to the performance on specific points (for example, unforeseeable difficulty in obtaining certain information requested by the Client). For this reason, whilst Luke Cowell Consulting agrees to use its best endeavours to fulfil such commitments to the Client on the timing and the scope of consultancy and other projects, we cannot guarantee performance in either respect.
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6. Acceptance
6.1 Any instructions received by Luke Cowell Consulting from the Client for the supply of services/products and/or the Client’s acceptance of the Quotation and these Terms and Conditions shall constitute acceptance of the Terms and Conditions of the Contract.
6.2 Upon acceptance of these terms of business by the Client, the terms and conditions contained therein are irrevocable and can only be amended with the written consent of Luke Cowell Consulting.
6.3 The Client shall give Luke Cowell Consulting not less than 28 days prior written notice of any proposed or actual change of ownership or Client's Company name. This also includes Company address, contact numbers, and business practice. The Client shall be liable for any losses incurred by Luke Cowell Consulting for non-compliance to this clause.
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7. Meetings, Site Visits, and Events
7.1 The Client shall ensure its employee(s) (as specified in the Quotation or such other person as the Client shall nominate in writing) is available to meet with Luke Cowell Consulting, either face to face, over the telephone or by email when reasonably required by Luke Cowell Consulting for the purposes of discussing the status and progress of the services.
7.2 If the Client or Client’s employee cancels attendance to a prearranged meeting within 7 days of that meeting, Luke Cowell Consulting is entitled to charge a cancellation fee of 4 hours’ work charged at the current hourly rate.
7.3 If the Client or Client’s employee cancels attendance at a prearranged on-site visit day within 7 days of that visit, or other event within 7 days of that event, Luke Cowell Consulting is entitled to charge a cancellation fee of 100%.
7.4 If a Client or Client’s employee cancels attendance to a prearranged meeting, a prearranged on-site visit, or other events within 14 days of these prearranged activities, Luke Cowell Consulting is entitled to charge a cancellation fee of 50%.
7.5 Luke Cowell Consulting is entitled to charge a cancellation fee of 4 hours’ work on behalf of any external services sourced on behalf of the client where the Client or Client’s employee cancels attendance to a prearranged meeting within 7 working days.
7.6 Luke Cowell Consulting is entitled to charge a cancellation fee of 8 hour’s work on behalf of any external services sourced on behalf of the client such as minute taking where the Client or Client’s employee cancels attendance at a pre-arranged on-site visit day, or other event within 7 days of that visit.
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8. Fees and Expenses
8.1 Luke Cowell Consulting will provide services to the Client and will be entitled to charge the Client for such services at the rates specified in the Quotation.
8.2 The remuneration structure agreed upon between Luke Cowell Consulting and the Client may be based on a number of methods, such as a ‘retainer’ or ‘subscription’, a ‘fixed fee’ or an ‘hourly rate’ or ‘time-based’ rate (i.e. day rate, half-day rate, hourly rate) but in any event as outlined in the Quotation.
8.3 The ‘Retainer’ fee or ‘Subscription’ fee shall be defined as a payment made to secure Luke Cowell Consulting's services for a fixed period of time. Fixed fee contracts cover the performance of an agreed service as outlined in the Quotation for an agreed fee. Extra time incurred by Luke Cowell Consulting in the performance of the fixed fee component of a contract will be borne by Luke Cowell Consulting, unless it is found that the Client has deliberately withheld information pertaining to the delivery of the agreed services, rendering the contract unachievable within the agreed timescales.
8.4 All Quotations are valid for a period of 30 days from the date of issue prior to confirmation of engagement of Services by the Client.
8.5 Unless otherwise stipulated Luke Cowell Consulting's quotations with clients will not include expenses in the prearranged fee. Additional fees include but are not limited to mileage, car parking, preauthorised accommodation costs, room hire costs, and any other costs essential to the delivery of the services are levied in addition to the agreed fee.
8.6 Expense receipts wherever practical, will be retained by Luke Cowell Consulting and will be available for inspection upon request.
8.7 The Client will pay Luke Cowell Consulting for the cost of any products or services together with Luke Cowell Consulting’s own charge that it levies for handling and/or obtaining relevant materials.
8.8 Retained services are for a minimum period of either 1,3,6,9, or 12 months and can then be cancelled by either party by giving the other one month's written notice.
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9. Retainer Fair Use Policy
9.1 Our 'retainer' and 'subscription' services are subject to this 'Fair Use Policy'.
9.2 We expect ebbs and flows of support requirements from our Clients according to their circumstances and needs from time to time. These will not affect the support provided by LC Management Consulting but may incur an additional cost if the support a Client requires is 'excessive' compared to the cost of the Retainer fee paid by the Client.
9.3 If we reasonably judge the support required by a particular Client to be excessive in any one month or is consistently excessive across several months, we will:
a) In the first instance make the client aware of their usage of the retainer and explore ways to reduce the support burden moving forward; and then if necessary;
b) Agree with the Client an adjustment to subsequent monthly fees, and/or agree on costs for further work to be delivered outside of the scope of the retainer; or;
c) Offer the Client an option to cancel their retainer by giving 1 month's written notice; or if the Client is unwilling to do so;
d) Cancel the Client's retainer with a minimum of 1 month's notice to enable the Client time to find an alternative provider.
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10. Payment Terms
10.1 The Client agrees to be bound by the payment terms stipulated within the contract.
10.2 Payments may be required in advance of any service delivery, by invoice, or by monthly Standing Order as stipulated within the contract.
10.3 All invoices rendered by Luke Cowell Consulting are payable within 7 days from the date of invoice, unless otherwise agreed within the Quotation. The Client agrees to pay Luke Cowell Consulting in full within this time period.
10.4 If the client fails to make any payment on time without giving notification of due cause then Luke Cowell Consulting reserves the right to withhold delivery of any further consultancy or stages of work contained within the Quotations and will not be responsible for any inconvenience, loss, or damage so caused.
10.5 Without prejudice to Luke Cowell Consulting’s rights under this Agreement, Luke Cowell Consulting shall be entitled to charge and the Client shall pay interest at 2% above the base lending rate of Monzo Bank LTD per month should the Client fail to pay any invoice by the due date for payment.
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11. Stage Payments
11.1 Most contracts that extend across several months allow for stage payments. These are negotiated in advance as part of the normal discussions prior to the agreement of the Contract and will be outlined in the Quotation.
11.2 Luke Cowell Consulting shall have the right to suspend all work on behalf of the Client should these payments not be made on time to the agreed schedule. Any adverse impact that this suspension has upon the completion schedule or the quality of the product or service for the Client shall be at the Client’s sole responsibility. This right applies not just to the contract in arrears but also to any other contracts with the Client, whether or not payments against these contracts are in arrears.
11.3 In particular, the Client should note that where it has been agreed that payment of all or part of a contract is to be made ‘in advance’ work will not commence on the Client’s behalf until payment is actually received.
11.4 Should Luke Cowell Consulting issue draft documents for final changes and approval, it has the right under this agreement to the following; from the date that draft documents are issued, the Client has 5 working days to submit any revisions required. Should the Client fail to do so, final documents will be issued and invoiced accordingly.
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12. Cancellation Rights
12.1 The contract may be terminated in the following circumstances:
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By either party giving 30 (thirty) days’ notice in writing to that effect; or
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Immediately by Luke Cowell Consulting by notice in writing if the Client fails to remedy a breach of this Agreement (including any provision as to payment) within 30 (thirty) days of receipt of a notice from Luke Cowell Consulting advising of such a breach requiring it to do so.
12.2 The Contract shall be regarded as a whole unless there are breakpoints within it agreed in advance or it is divided into stages or where it is subject to periodic renewal. Where no such division is agreed in advance and stipulated in the contract, the Client shall be liable for the totality of the value of the contract – including all expenses incurred to the date of cancellation – whether or not the Client wishes the work to be completed.
12.3 Annually reviewed service contracts, retainers, and subscriptions will not be renewed automatically for a further period.
12.4 Where the cancelled contract relates to a retained or subscription service, where the required notice period is given in accordance with the terms and conditions, services will continue to be provided by Luke Cowell Consulting for the duration of the notice period, at the end of which time, services will be ceased. Where the Client wishes to cancel but insufficient notice is provided, the contract will continue to its expiration date and services will continue to be provided up to the date of expiry. Where the Client wishes to cancel a retainer or subscription service with immediate effect, the Client shall be liable for paying for the remainder of the contract up to the date of its expiry.
12.5 On termination of this Agreement, however occurring, all money unpaid by the Client pursuant to this Agreement will immediately become due and payable.
12.6 If such monies remain unpaid for a period of 30 days then (without prejudice to other rights that Luke Cowell Consulting may have for breach of this Agreement or otherwise) Luke Cowell Consulting will be entitled to cease consultancy services and to retake possession of any products provided.
12.7 The Client’s obligations within the Contract (including any obligations to indemnify) under the clauses relating to Intellectual Property, High-Risk Activities, Liability, and Confidentiality shall survive the termination of the Agreement for whatever reason. Luke Cowell Consulting’s obligations in relation to Confidentiality shall survive the termination of this Agreement for whatever reason.
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13. Quotation Non-Exclusive
13.1 The Client acknowledges that Luke Cowell Consulting is providing Services to the Client on a nonexclusive basis and that Luke Cowell Consulting may provide Services of the same or similar nature as the Services to any other party unless expressly agreed within the terms of the Quotation.
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14. No Poaching
14.1 The Client undertakes to Luke Cowell Consulting that it will not for a period of 12 months from the termination of this Agreement entice or endeavour to entice away from Luke Cowell Consulting any employee of Luke Cowell Consulting. The Client acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of Luke Cowell Consulting.
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15. Liability for Advice Given
15.1 Luke Cowell Consulting provides information, advice, and services in good faith based upon information available and provided by the Client at the time. We do not warrant the accuracy of any information provided. It is for the Client to decide whether or not to accept our advice in making his/her own management decisions. We advise that the data critical to a decision should be independently verified prior to being acted upon. Therefore, Luke Cowell accepts no liability for the consequences of its information, opinions, and advice, whether direct or indirect.
15.2 To the extent permitted by the law, Luke Cowell Consulting expressly excludes all conditions and warranties whether express or implied.
15.3 Notwithstanding any other provision in this Agreement, in no event will Luke Cowell Consulting be liable to any party including the Client for any indirect, punitive, special, incidental, or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data or other economic advantage) however it arises whether for breach of this Agreement or in tort. The Client will indemnify Luke Cowell Consulting and keep it indemnified from and against any claims by any third party for or in respect of such damages. Luke Cowell Consulting's liability is limited to the value of the contract with the Client or the value of the loss whichever is smaller.
15.4 Luke Cowell Consulting does not offer employment tribunal insurance, it is for the Client to source their own.
15.5 Any information, advice, or services, provided to the Client by Luke Cowell Consulting do not constitute, nor are they a substitute, for professional legal advice.
15.6 Luke Cowell Consulting does hold Professional Indemnity Insurance which a Client can make a claim against in the event of proven negligence of services that has resulted in a financial loss.
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16. Publicity
16.1 The Client consents to Luke Cowell Consulting publicising the fact that the Client is, or was, a Client, and to utilise the Client's name and brand images in publicity materials in this respect. Luke Cowell Consulting may also describe in general terms the type of work conducted for the Client but shall not be permitted to link the two without prior permission of the Client in order to protect confidentiality.
16.2 Wherever the results of any commissioned work are cited by the Client, the Client agrees to make due reference to Luke Cowell Consulting so as to make it clear who carried out the work, except where Luke Cowell Consulting explicitly waives this right.
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17. Confidentiality
17.1 Luke Cowell Consulting agrees to hold all information provided by the Client confidential where the Client so specifies, save where such information is known to Luke Cowell Consulting already, or exists already in the public domain, until, either the information enters the public domain, or Luke Cowell Consulting is given the same information by a third party, or is released from its confidentiality requirement by the Client, or the Client is found in breach of contract with Luke Cowell by a court of law (including non-payment of account) or three years have elapsed, whichever is sooner.
17.2 The Client agrees to hold all information about Luke Cowell Consulting’s proposal(s), fee structures, fees, and personnel in the strictest of confidence.
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18. Assignment and Sub-Contracting
18.1 The Client shall not be entitled to assign the benefits under the Agreement.
We may sub-contract the performance of any of our obligations under the Agreement without the prior written consent of the other Party. However, we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
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19. Force Majeure
19.1 Neither Party shall be liable for any failure or delay in performing their obligations under the Agreement 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 Company 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.
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20. No Waiver
20.1 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.
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21. Severance
21.1 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid, or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Agreement, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.
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22. Law & Jurisdiction
22.1 These Terms & Conditions and the Agreement (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 & Wales.
22.2 Any dispute, controversy, proceedings, or claim between the Parties relating to these Terms and Conditions or the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
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23. Declaration
This agreement will be duly executed as a deed on the date the Client accepts a quotation for Services from Luke Cowell Consulting.