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Standard Terms and Conditions

 

 

 

All contracts concluded by Tomasz Nowak Consulting Limited (“TNC”) with a Client shall be subject to and shall incorporate these Terms and Conditions (“the Terms”). No amendment or variation to these Terms shall be binding on TNC unless in writing signed by a director of TNC and a duly authorised officer of the Client.

For the purposes of these Terms, the services to be provided by TNC ("the Services") and the fees to be paid by the Client shall be as set out in the offer letter, fee bid or other document supplied to the Client.

 

 

 

Payment

For a fixed price contract (paid “per task”) TNC shall invoice the Client for the Services as specified in the contract. The invoice shall be accompanied by substantiation of the approved expenses.

For a framework (paid per hour or day) contract TNC may invoice the Client for the Services provided and associated expenses incurred under each order in any week following the end of such week. The invoice shall be accompanied by a full breakdown of the Services provided and substantiation of the approved expenses.

Each invoice is to be paid within 14 days of its date.

TNC shall be entitled to such travelling, subsistence and other expenses as may be agreed in advance of TNC incurring the expense and subject to TNC providing the Client with reasonable evidence of the expense.

TNC shall use reasonable endeavours to ensure that travel, subsistence and other expenses and/or disbursements are reasonable and are kept to a minimum.

TNC shall be entitled to payment of additional fees and to reimbursement of any expenses and disbursements incurred for any additional work arising out of or in connection with delay, defective performance or insolvency of the Client or his contractors or suppliers.

If the Client disputes in good faith that any item set out in TNC invoice is due, the Client shall give notice in writing within 21 days of the date of such invoice stating the reason for such dispute. The Client shall nevertheless pay all items which he does not so dispute. If no such notice is given, it shall be deemed that an invoice has been accepted by the Client in full. TNC and the Client shall immediately use their best endeavours to agree the amount of any disputed item

 

 

 

Sub - contractors

Before appointing any sub-contractor to assist in the provision of the Services (or any part thereof) TNC shall (unless otherwise agreed in writing by the Client) obtain and submit for the prior written approval of the Client a minimum of three competitive quotations from the sub-contractors.

 

 

 

Suspension and Termination

The Client or TNC shall be entitled to suspend or terminate the performance of the Services by giving 14 days written notice of their intention to do so.

 

 

 

Rights of Third Parties

Neither the Client nor TNC confers or purports to confer on any third party any benefit or any right to enforce any term of there Terms under the Contracts (Rights of Third Parties) Act 1999.

 

 

 

Taxes Including VAT

Unless otherwise stated, each cost, fee, payment and charge payable by the Client under or in relation to these Terms is exclusive of any applicable value added tax (or any successor tax or equivalent local tax) which will be added and shall be payable by the Client in accordance with the law applicable from time to time against receipt of an appropriate invoice.

 

 

 

Non-employment

In the event that the Client employs any member of staff or consultant who is or has been within the previous six months an employee of or engaged by TNC and who has been providing services to the Client on behalf of TNC, the Client will pay to TNC the sum of Ł10,000 (excluding VAT) immediately upon the employment or engagement of that person, whether that employment or engagement is direct by the Client or through a third party.

 

 

 

Confidential Information

All information obtained by TNC (whether provided by the Client or otherwise) relating to the Client’s business or any of Client’s Affiliates or of any person, firm, company or organisation associated with the Client shall be treated by TNC as confidential and not used other than for the benefit of the Client nor disclosed to third parties without the prior written consent of the Client except to the extent required by law and in those circumstances TNC shall give the Client prompt written notice of the disclosure. This clause shall remain in full force and effect notwithstanding any termination of any contract between TNC and the Client.

The obligations in the above Clause shall not apply to data or information which TNC can clearly demonstrate:

  • was known to TNC prior to disclosure by the Client, or
  • was or becomes part of the public domain through no fault of TNC, or
  • becomes available to TNC by an unconnected third party with the lawful right to make such disclosure, or
  • has been independently developed or conceived by TNC.

 

 

 

Limitations on Liability

No claim (and no liability pursuant to such claim) of any kind, whether or not based on common law, tort (which shall include actions brought in negligence and/or nuisance), statute or otherwise brought against TNC, shall be greater in amount than Ł10,000.

The TNC’s total liability to the Client is limited in aggregate to five times the level of the fee associated with the Services.

The Client may give TNC specific notice in writing of risks which the Client requires to be covered by insurance and pay TNC the amount of insurance premium (to be determined by the TNC) required for such cover in which case the above limitations shall not apply to the extent that such risks are covered by the TNC's insurance.

In the event that the Client fails to make payments in accordance with these Terms TNC shall be entitled to suspend provisions of the Services (in whole or in part) without liability until payment in full of all outstanding sums has been made.

All warranties, representations, guarantees, conditions and terms, other than those expressly set out in these Terms whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by law.

No party shall in any circumstances, other than fraud or wilful default by that party, be liable for any claim, whether arising in common law, tort (which shall include actions brought in negligence and /or nuisance), statute or otherwise, for loss of profit or revenue, consequential, economic, special or indirect loss.

 

 

 

Force Majeure

Neither party shall be liable to the other for any delay or non-performance of its obligations under these Terms arising from any cause beyond its reasonable control including, without limitation, any of the following: governmental act, fire, flood, civil commotion or war. Subject to the affected party promptly notifying the other party in writing of the cause and the likely duration of the cause, the performance of the affected party's obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists.

 

 

 

Invalidity

If all or any part of any provision of these Terms shall be or become illegal, invalid or unenforceable in any respect, then the remainder of such provision and/or all other provisions of these Terms shall remain valid and enforceable and the remaining liabilities of the parties under these Terms shall not be affected or impaired.

 

 

 

Governing Law and Jurisdiction

These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

 

 

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