Terms & Conditions

March 2014

1.  Application

The following terms and conditions apply to all orders accepted by Intend Business Development.  All work carried out is subject to these terms and conditions except where changes are expressly agreed in writing.  These terms and conditions should be read together with the Proposal Letter.  If there is any conflict between the Proposal Letter and these terms and conditions, the provisions of the Proposal Letter shall prevail.

2.  Definitions and Interpretation

2.1  In this Agreement:-

“Agreement” means these terms and conditions together with the Proposal Letter.

“the Client” and “You / Your” refers to the party identified in the Proposal Letter as purchasing Services from Intend, the Consultant.

“the Consultant” and “We / Us / Our” means Intend Business Development Ltd, a Limited Company registered in Scotland (Company Number SC406570) and with its Registered Office at 22 Crossgate, Cupar, Fife, KY15 5HW.

“Intellectual Property Rights” means patents, trademarks and service marks, database rights, design rights (whether registerable or not), application for any of the foregoing, copyright, know-how, trade or business names and other similar rights or obligations whether registerable or not in any country including but not limited to the United Kingdom.

“Price” means the price for the Services set out in the Proposal Letter and Acceptance Form.

“Services” means the services specified in the Proposal Letter.

“Writing” includes any written paper document, any fax and any email correspondence.

2.2  In this Agreement, unless the context requires otherwise:-

 words denoting any gender include all genders and words denoting the singular include the plural and vice versa; references to clauses are unless the contrary intention appears references to clauses of  this Agreement; and the headings and sub-headings of this Agreement are inserted for convenience only and shall not affect the construction thereof.

3. Relationship of the Parties

Nothing in this Agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute a partnership, association, joint venture, agency or any other co-operative entity.

4. Performance

4.1 The Consultant warrants to the Client that the Service will be provided using reasonable care and skill.

4.2 The Consultant will use reasonable endeavours to carry out the Services by the date set out in the agreed timescale or such other date as may be mutually agreed. However any date or period for performance of the Services by the Consultant whether stated in the Agreement or otherwise is only approximate and shall not be an essential term of the Agreement unless the Consultant expressly agrees in writing to guarantee particular performance dates.

5. Client Obligations

5.1 The Client agrees to cooperate with the Consultant and shall provide any support, information and facilities to the Consultant as may be required.

5.2 The Client will ensure that the Consultant is provided in good time with all information needed to enable the Consultant to perform the Services and the Consultant will be entitled to rely on that information.

5.3 The Client will give all decisions and approvals in a timely manner and provide any additional assistance, which the Consultant may reasonably request.

6. Changes

Should the Client decide that changes are required after work commences, the Consultant will wherever reasonably possible accept these changes subject to agreement regarding any changes to the Price which may be required.

7. Professional Obligations

The Consultant reserves the right to act during this engagement for other clients whose interests may be adverse to yours.  The Consultant will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you.

8. Price and Payment

8.1 Unless otherwise set out in the Proposal Letter, the Price will be calculated on the basis of the number of hours worked multiplied by the agreed hourly rate, together with any additional costs which have been agreed in writing. Hourly rates shall be adjusted annually on 1st January.

8.2 If due to unforeseen circumstances the number of hours required to complete the Services appears to the consultant to be likely to exceed the agreed budget, the Consultant will advise the Client in writing as soon as possible.

8.3 Any expenses made on behalf of the Client, such as travel, courier services and printing costs are included in the Price proposal and shall be payable by the Client.

8.4 For urgent Services where an immediate start by the Consultant is required, the Consultant applies hourly rates of 135% of the regular fees.

8.5 Unless stated otherwise, all prices are exclusive of VAT which shall be added to invoices at the prevailing rate.

8.6 Invoices will be issued as per the proposed schedule in the Proposal Letter. Payment of any balance will be due within 14 days of the invoice date. The Client agrees that time of payment of the Consultant’s invoices shall be an essential term of the Agreement. If a Client’s cheque is returned by the bank as unpaid for any reason, the Consultant reserves the right to levy a “returned cheque” charge of £25.

 8.7   Should payment not be made within 14 days we shall be entitled to charge you interest on the amount unpaid, at the rate of 8 per cent per annum above the Royal Bank of Scotland plc base rate from time to time, until payment is made. We will also charge an administration fee of £40 in line with statutory late payment legislation.

9. Duration

This Agreement shall subsist for the period specified in the Proposal Letter unless earlier terminated in terms of clause 10 hereof, or where no period is specified by either party giving at least one month prior written notice of termination. In the event of termination in whole or in part the Consultant shall be entitled to be paid for all work which has been carried out prior to termination and the Client shall remain liable therefore.

10. Termination

A party ('the Initiating Party') may terminate this Agreement with immediate effect by written notice to the other party ('the Breaching Party') on or at any time after the occurrence of one or more of the following events:-

10.1      the Breaching Party committing a material breach of this Agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;

10.2      the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under this agreement;

10.3      the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party;

            or

10.4      the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.

11. Intellectual Property

 Unless otherwise agreed in writing, all Intellectual Property Rights arising out of this Agreement shall vest in the Consultant.

12. Confidentiality

12.1      The Consultant and the Client shall keep confidential all information of the other party, whether designated as confidential or not, obtained under or in connection with the Agreement and shall not divulge the same to any third party without the written consent of the other party. The provisions of this clause shall not apply to any information in the public domain otherwise than by breach of the Agreement; or information obtained from a third party who is free to divulge the same.

12.2      The Consultant may refer to the Agreement or to the fact that the Client is the Consultant’s customer with the prior consent of the Client which shall not be unreasonably withheld.

13. No Waiver

Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. Any waiver by a party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.

14. Force Majeure

Neither party shall be liable for any breach of these terms cause by matters beyond their reasonable control, including but not limited to, Acts of God, fire, lightening, explosion, war, disorder, flood, industrial dispute (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.

15. Indemnity

The Client agrees that it shall indemnify and keep indemnified the Consultant against all claims, demands, losses, damage, costs or expenses incurred by the Consultant as a result of a breach by the Client of any provision of this Agreement, law or regulation and as a result of any third party legal action or threatened action in relation to Intellectual Property Rights infringement whatsoever and howsoever arising.

16. Liability

16.1       Notwithstanding any other provision in this agreement, the Consultant’s liability to the Client for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited.

16.2       The Consultant’s entire liability to the Client in respect of any breach of contractual obligations, any breach of warranty, any representation, statement or delictual act or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the Price quoted in the Proposal Letter.

16.3       The Consultant shall not be liable to the Client for any indirect or consequential loss the Client may suffer, even if the loss is reasonably foreseeable or the Consultant has been advised of the possibility of the Client incurring it.

16.4       Without prejudice to the foregoing generalities, the Consultant will not be held responsible for any losses arising from the supply by the Client or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.

16.5       You agree to hold harmless and indemnify the Consultant against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this Agreement.

16.6      The Consultant shall not be liable for any loss, costs or damage howsoever arising from errors or omissions by third parties.

17. Assignment and Subcontracting

7.1 It is expressly agreed by the Client that the Consultant may subcontract or otherwise employ the services of third party providers to perform any part of the Services. By engaging third parties the Consultant will exercise due care.

17.2 Except insofar as agreed in sub-clause 17.1, neither party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

18. Remedies

The rights and remedies provided for by this Agreement are cumulative with and not exclusive of any rights or remedies provided by law.

19. Severability

If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.

20. Entire Agreement

This Agreement set out the entire understanding of the parties with respect to their subject matter and replaces any prior agreements or understandings or representations (unless fraudulent), whether written or oral.

21.   Disputes

Satisfaction with the quality of the Services provided is of paramount importance to us. Should disputes however arise from the legal relationship between the Client and Intend, the Intend Business Development Complaints Procedure applies.

22. Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Scotland the courts of which shall have non-exclusive jurisdiction.