People Wise Solutions Beaconsfield
1. DEFINITIONS

1.1 ‘The Company’ means PeopleWise Solutions Ltd (Company number 15047369) of 13A The Highway, Beaconsfield, BUCKS, HP9 1QQ

1.2 ‘The Client’ means the person, firm or company using the services of the Company as specified in the Proposal.

1.3 ‘Services’ means the service and/or goods forming the subject of contract between the Company and the Client and more specifically described in the Proposal.

1.4 ‘Parties’ means the Company and the Client.

1.5 ‘The Proposal’ means the Company’s written proposal for services which is supplied to the Client.

1.6 The Terms’ means these terms of business.

2. TERMS
2.1 These Terms shall govern the supply of Services by the Company to the Client to the exclusion of all other terms whatsoever (including, but without limitation, the Client’s own standard terms of business). 2.2 No variation of these Terms shall be effective unless made in writing signed by or on behalf of the Parties.
3. FEES AND EXPENSES
3.1 The Client shall pay the Fees in respect of the Services as set out in the Proposal.

3.2 The Client shall reimburse costs and expenses to the Company as follows:

3.2.1 travel and other out of pocket charges at cost as agreed in advance with the Client and set out in the Proposal.3.2.2 all other terms as set out in the Proposal and agreed.

3.2.3 charges shall be made for any taxes, duties or levies which the Company is required by law or industry practice to collect.

3.3 In addition to the fees and expenses referred to above, the Client will pay to the Company (at times to be agreed between the Parties) additional fees and expenses as follows:

3.3.1 If the Client instructs the Company to carry out any work in addition to the Services, set out in the Proposal or changes, modifies or alters its requirements to that set out in the Proposal ;and

3.3.2 if the Client fails to meet its obligations under clause 8 and the Company expends extra time or incurs extra expense as a result.

3.4 The amount of additional sums payable by the Client under clause 3.2 will be agreed between the Parties and set out in the Proposal. In default of prompt agreement regarding expenses due under clause 3.2 or fees under clause 3.3, the amount will be based on the amount of additional time and expense which the Company shall reasonably incur as a result of the Client’s instructions or defaults based on the Company current rates for such Services which are in force at the time.

3.5 Fees relate to the execution of Services within the United Kingdom. Fees must be separately agreed for the execution of Services outside the United Kingdom.

4. PRELIMINARY WORK
4.1 All preliminary work, whether experimental or otherwise at the Client’s request shall be charged, unless otherwise agreed in advance in writing.
5. APPROVALS

5.1 Proofs or copy and drafts of any other documents produced by or on behalf of the Company for the Client, shall be presented or delivered to the Client for written approval.

5.2 The Company shall not, without the Client’s express instructions be required to take responsibility for legal clearance of any documents produced under these Terms.

5.3 The Client shall bear any additional costs incurred by the Company which result from changes to documents submitted for approval where changes are inconsistent with the Client’s previous instructions.

5.4 The Company will not be responsible or held liable for work approved by the Client. The Company shall not be responsible or liable for errors if the Client has failed to return drafts with indication of approval as above, or, where relevant has instructed printers to proceed without first returning approved drafts to the Company.

6. INVOICING AND PAYMENT TERMS

6.1 Where work is scoped and a project fee applies this shall be invoiced 30% on commencement of the assignment and the remaining balance on delivery as agreed with the Client, unless otherwise agreed in writing.

6.2 Payments made on the basis of retained support will be as set out in the Proposal and payments made monthly in advance as agreed with the Client and detailed in the Proposal.

6.3 Where an invoice is disputed, the Company must be notified by the Client in writing within 7 days of receipt of the invoice. Where part of an invoice is disputed the undisputed balance should be paid in accordance with the terms herein referred.

6.4 The Client will pay all invoices within 14 days of the date of invoice.

6.5 Where sums due hereunder are not disputed in good faith or are not paid in full by the due date:

6.5.1 the Company may, without limiting its other rights, charge interest on such sums at 2% a year above the base rate of Lloyds Bank plc from time to time in force;

6.5.2 interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

7. RETAINED SUPPORT

7.1 Where retained support is agreed, this is available during office hours by telephone and email and where required attendance on site to support the Client will be charged seperately. Out-of-hours support is available, for example to attend meetings, but this would need to be agreed in advance.

7.2 Where activity exceeds the agreed retainer term, this additional activity will be charged at the rate outlined in the Proposal.

8. CLIENT CO-OPERATION

8.1 The Client will provide to the Company such information, instructions, approvals, authorities, materials and other assistance of a suitable nature and quality and at the appropriate times as the Company may reasonably request for the proper provision of other Services.

8.2 The Company shall not be liable for, and the Clients shall fully indemnify the Company against, any and all costs, charges and expenses incurred due to delay in supply of the Services where such a delay is a result of the Client’s failure to perform its obligations either at all or in a timely manner under clause 8.1, or where any information or materials supplied by the Client are inaccurate, incomplete or misleading.

9. TERMINATION

9.1 The Client is required to give three months prior notice in writing to terminate agreed HR support whether as part of an agreed proposal for project work or retained HR Support. Should the Client cancel or vary all or any part of his instructions to the Company then the Client shall immediately reimburse the Company any charges which the Company may incur by reason of such cancellation or variation of Services.

9.2 The Client shall forthwith pay to the Company a sum equal to any fees or expenses which the Company will become obliged to pay to third parties as a result of such cancellation.

9.3 The Company may terminate the contract with the Client:

9.3.1 at any time on one month’s prior written notice; or

9.3.2 immediately on written notice to the Client if the Client has failed to pay any amount due under these Terms on the due date.

10. RETENTION OF TITLE
10.1 Notwithstanding completion of the Services, delivery of all work and materials, and the granting of credit (if any), all work and materials remain the absolute property of the Company until payment of all sums due from the Client to the Company shall have been received by the Company.
11. INTELLECTUAL PROPERTY

11.1 The Client shall indemnify the Company for any costs, charges, damages and expenses incurred by the Company due to any action, claim or demand brought against the Company as a result of the Company’s compliance with the Client’s instructions or reliance on or use of material supplied by the Client.

11.2 The Company retains the copyrights (and all other intellectual property rights capable of therein subsisting) in:

11.2.1 all training materials; and

11.2.2 whether the same came into existence before during or after the date of this Contract and the Company reserves the right to offer its training materials or other materials to other Clients from time to time.

12. CONFIDENTIALITY

12.1 Proposals made by the Company to the Client are made on a strictly confidential basis and shall not be used by the Client or communicated to any person save for purposes contemplated and agreed by the Client and the Company in consideration for payment of the fees referred to in clause 3.

12.2 The Company agrees to treat as secret and confidential and not at any time to disclose to any person or otherwise make use of any information relating to the Client’s business. This is provided that this obligation of confidence shall not apply to:

12.2.1 any information which is in the possession or at the free disposal of the Company; or Registered in England No: 15047369 – 4 –

12.2.2 information which is published or otherwise in the public domain prior to the receipt of such information by the Company;

12.2.3 any information which becomes publicly available on a non-confidential basis through no fault of the Company;

12.2.4 information which is received in good faith from the Company from a third party who appears to have no obligation to the Client in respect thereof and who imposes no obligation of confidence on the Company; or

12.2.5 any disclosure required by law or a regulatory authority or otherwise by the provisions of these Terms.

12.3 The obligations of confidence referred to in this paragraph shall survive the termination of the Company’s relationship with the Client.

13. RESTRICTIVE COVENANTS

13.1 The Client will not during the continuance of the contract between the parties or for the period of 6 months following the termination of this contract:

14. ASSIGNMENT
14.1 The Client shall not assign or transfer to any third party the benefit or burden of any contract entered into under these terms unless agreed in advance in writing with the Company.
15. DEFAULT, INSOLVENCY, ETC.

15.1 The Company shall be entitled to suspend any work undertaken and immediately terminate the contract between the parties pursuant to these terms in the event that:

15.1.1 the Client enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation) whether compulsory or voluntarily; or

15.1.2 the Client compounds with or convenes a meeting of its creditors; or

15.1.3 the Client has a receiver or administrator appointed over all or any part of its assets; or

15.1.4 if the Client is an individual, is declared bankrupt or has a bankruptcy petition presented against him; or

15.1.5 the Client takes or suffers any similar action in consequence of debt or threatens to cease or ceases for any reason to carry on business.

15.2 If the Company terminates the contract in accordance with paragraph

15.2.1 then, without prejudice to any other rights the Company may have, the Company shall be entitled to retain any advance payment made by the Client; and

15.2.2 either by an agent or itself, have access to the Client’s premises for the protection, removal, realisation and disposal of any work or materials at any time and from time to time in which the property has not passed from the Company to the Client in accordance with these Terms.

15.3 Such action taken by the Company shall be without prejudice to any accrued right which the Company may have against the Client for payment of any outstanding charges.

15.4 Any waiver by the Company of its rights under this Clause shall not prejudice its entitlement to exercise such rights at any time in the future.

16. STATUS OF THE COMPANY
16.1 The parties are independent businesses and not principal and agent, partners, or employer and employee.
17. LIABILITY

17.1 The Company accepts:

17.1.1 liability for death or personal injury resulting from the negligence of the Company; and

17.1.2 liability for fraudulent misrepresentation; and

17.1.3 liability for damage to property resulting from the Company’s negligence up to a maximum of £1,000,000 per claim or series of claims, where such negligence has arisen or arises in connection with the supply of Services to the Client under these Terms.

17.2 The Company has adequate & appropriate Professional Indemnity Insurance in place which covers the Company’s legal liability for any civil liability arising from professional services in connection with our business.

17.3 The Company shall not be liable for any indirect, consequential or financial loss suffered by the Client or by any third party arising in connection with supply of Services under these Terms.

17.4 Subject to paragraph 17.1 above, the Company’s total liability for any defective work shall be limited to rectifying the defect.

17.5 All claims for short of late delivery of any materials shall be made in writing so as to reach the Company within 7 days of delivery, provided that any claims for non-delivery should be made in writing within 7 days of the anticipated date of delivery.

17.6 Except as expressly stated in these Terms, all warranties, terms, and conditions, whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.

18. FORCE MAJEURE
18.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, pandemic, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
19. SEVERABILITY
19.1 If any part of these Terms are found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Terms and the remaining provisions of the Terms will otherwise remain in full force
20. NO SET-OFF
20.1 All payments by the Client will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

21. NOTICES

21.1 Notices under these Terms will be in writing and sent to the person and address in clause

21.2. They may be given, and will be deemed received:

22.1.1 by first-class post: two business days after posting;

22.1.2 by hand: on delivery; or

22.1.3 by email: on receipt of a delivery return mail from the correct address.

22.2 Notices will be sent:

22.2.1 to the Company: 13A The Highway. Beaconsfield, Bucks HP9 1QQ

22.2.2 to the Client: address and email as set out on the Proposal.

22. WAIVER
22.1 No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
23. RIGHTS OF THIRD PARTIES
23.1 The contract arising between the parties under these Terms is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
24. ENGLISH LAW
24.1 The construction and validity and performance of these Terms shall be subject to the laws of England and subject to the jurisdiction of the English courts.