1. In these Terms, unless the context otherwise requires, the following phrases shall have the following meanings: “Company” means Shephard & Moyes Ltd., company number 8019604, whose registered office is situated at 1 Lob Quarry, Todmorden, OL14 7JW; “Client” means the organisation or individual that has requested a quote from us; “Parties” means the Company and the Client; “quote” means the written proposal/quotation provided to the Client by the Company (for the avoidance of doubt this refers to the most recent quote submitted for the commission); “commission” means the work outlined in the quote; “fees” means the total net costs set out in the quote, including expenses, payable by the Client to the Company.
2. The headings in these Terms are for convenience only and shall not affect its interpretation.
3. Any reference to a clause or schedule shall be construed as a reference to a clause of or schedule to these Terms unless expressly stated to the contrary.
4. The Company enters into the commission on these terms and conditions. No modifications or alterations to these terms will be valid unless expressly accepted in writing by the Company.
5. The Company agrees to undertake the commission for the fees indicated and within the timescale indicated in the quote. By accepting any services from the Company the Client is agreeing: to pay the fees for work received (as detailed in the quote); that any assumptions specified in the quote or these terms and conditions are correct (unless agreed otherwise in writing by the Company); and, to be bound by these Terms and Conditions.
6. By accepting the quote the Client agrees that the requirements outlined in the brief and shown in the quote meets the Client’s needs. The Client agrees to immediately disclose in writing to the Company any changes to information already supplied.
7. a) The Client agrees to provide a named person as the point of contact for the commission and the Company shall be entitled to look to him/her for the support, 2 direction and co-ordination of the Company’s work. Any changes in these reporting lines will be notified to the Company in writing as soon as possible. The named person must have sufficient authority to deal with the Company for the purposes of the commission.
b) The Client agrees to supply any additional information relating to the services required that may reasonably be requested by the Company and acknowledges that failure to do so or taking undue time to do so may result in delays to the completion date.
c) Any documents provided by the Client to the company should be provided electronically wherever possible. Wherever hard copy documents are provided that have any sensitive content and/or are one of a kind to be returned in the same condition, then it is the Client’s responsibility to make the Company aware of this – this should be done in writing. Sensitive or one of a kind documents must be provided in a meeting where the handover will be noted by the Company, or sent to the Company via recorded postal delivery. The Company will not accept liability for lost documents if they are transferred in any other way. The Company will keep any sensitive documents secure and will return them (or delete them if provided electronically) at the end of the commission. d) The Client is responsible for ensuring that, to the best of their knowledge and belief, information provided to the Company is accurate and reliable.
8. a) Copyright of written reports produced as a result of the commission will rest with the Client, who will acknowledge the work of the Company in any documents produced. The Company reserves the right to withdraw its name from any documents produced as a result of this contract.
b) The Company will retain copyright of all processes, workshop materials, guidance notes, questionnaire schedules, tools and templates it produces in order to undertake the commission and produce the final written reports, and may use them at its discretion for any future work unless the quote explicitly states otherwise.
c) The Company also retains copyright of any photographic or audio-visual materials produced as part of the commission unless the quote explicitly states otherwise.
9. Quotes and their supporting materials remain copyright of the Company. No part of a quote may be provided to competitors or other organisations or reproduced for any purposes other than the Client’s own internal procedures for appointing a contractor to conduct this commission.
10. a) The Client will ensure that any and all necessary consents, licenses and authorities required from any person, firm, or authority for the commission to take place are in place prior to work commencing, and will supply the Company with 3 evidence of this on demand, unless the securing of these is explicitly stated as part of the commission.
b) Without prejudice to 10a) above, the Client hereby indemnifies the Company against all actions, proceedings, costs, charges, claims, expenses and demands arising from any failure on the part of the Client to obtain such consents.
11. a) The Company will undertake the commission with reasonable care and skill. However, the Company will not be responsible for any losses, penalties, surcharges, interest or other liabilities arising from the supply by you or others of delayed, incorrect or incomplete information, or your or others’ failure to supply any appropriate information.
b) The Client agrees to hold harmless and indemnify the Company against any misrepresentation intentional or unintentional supplied orally or in writing in connection with this agreement.
c) The Client will not hold the Company liable for any failure to procure finance from any source.
d) The Client acknowledges that it is their responsibility to determine the risks associated with any particular course of action adopted as a result of the work undertaken by the Company, including obtaining any and all legal and professional advice necessary in order to carry out those actions. The Client further acknowledges that it is their responsibility to competently deliver any actions and will not hold the Company liable for any failure of future actions taken as a result of advice or guidance provided as part of the Commission.
12. Where the Client provides confidential information it shall, at all times, be kept confidential by the Company, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to the engagement.
13. The Client has a right, under the Data Protection Act 2018 (as amended), to inspect any data held by the Company about them.
14. a) The Client acknowledges the Company’s right to preserve the confidentiality of research and consultation respondents. b) Where the Company is required to gather and transfer personal data to the Client, the Company will only do so where informed consent has been granted by individuals taking part in the commission. For the avoidance of doubt in such instances, prior to gathering information, the Company will make clear that it will pass on all information gathered to the Client and, if relevant, its partners and will give individuals the choice of whether to continue. The Client agrees that where individuals refuse to allow personal details to be transferred it will not constitute a breach of contract. The Client further confirms that any data that is passed to it by 4 the Company containing personal identifiers will become the responsibility of the Client and that it has taken adequate precautions to ensure data is protected and only used for the purposes for which it has been gathered. The Client agrees to indemnify the Company against any failings of the Client’s or its partners’ data protection procedures.
Client’s personnel, premises & equipment
15. If the Company is required to work on the Client’s premises, the Client agrees to provide the Company with office accommodation, meeting space(s), telephone, fax, photocopying and minor secretarial services without charge or deduction of fees. Any advertisements for activities relating to the commission, or reproductions of consultation materials in publications owned or produced by the Client will be provided at no cost to the Company.
16. a) Any staff or volunteers provided by the Client to provide assistance with any functions in relation to the Company’s services, or any equipment provided by the Client, shall be provided at the Client’s own risk and cost (including any expenses). b) The Client will ensure that all personnel that they supply (including volunteers) are competent to the tasks that they are required to perform. c) The Company shall not be liable for the failure of personnel (including volunteers) or equipment provided by the Client. d) The Client will indemnify the Company against all costs, demands, claims, expenses, losses and damages including legal costs and fees incurred by the Company arising from the negligent act or omission of staff or volunteers provided by the Client under this clause 16.
17. Any articles used as part of the commission that are brought by the Client, their personnel, volunteers, partners or customers/beneficiaries are solely their own responsibility, and the Company shall not be liable for any loss or damage thereto.
18. a) Termination or variation of this contract will be by mutual written consent.
b) If the Client wishes to terminate the contract after work has commenced, fees will be due in full for any work undertaken, including preparatory work and expenses incurred up to the maximum fees in the quote.
c) Any cancellation must be given in writing and will be deemed to have been served 48 hours after the date of the post mark if sent first class, or 72 hours after the date of post mark if sent second class. Cancellation via electronic mail is not accepted. d) No liability is accepted for lost post; it is the responsibility of the Client to ensure that any notices issued carry the correct postage and that they have been received by the Company.
19. a) The Company does not accept liability for any consequential loss, damage, delay or non-fulfilment of any agreement due to forces beyond its control. For the avoidance of doubt this includes any delays that may be caused by periods of severe prolonged inclement weather. This also includes inability to work in circumstances where the Company determines there would be an unacceptable risk to its workers that cannot be mitigated by the Company
b) In the event of any delay or non-fulfilment of any agreement arising from clause 19a) above, the Company shall not be liable to pay the Client for any consequential loss or damages (save that the Company shall refund any charges paid by the Client as part of the commission so cancelled) and the Client shall pay the Company in full any part of the commission used by the Client and for any services or materials supplied by the Company.
Charge & payment
20. An invoicing schedule will be agreed with the Client at the outset of the commission. Payment(s) will be made by the Client on receipt of invoices and will be paid in full within 28 days inclusive of the date on the invoice(s). Fees will be made payable to the Company in full without deduction of tax and/or national insurance contributions.
21. If the Company has underestimated the time it will take to complete the commission, it will have no impact on the fees. If the Client wishes to amend the commission and/or faces unexpected difficulties, which result in the workload of the commission significantly increasing due to factors beyond the control of the Company, the Company will discuss with the Client whether to reduce other parts of the commission to compensate or to increase the fees. For the avoidance of doubt, any time taken to comply with Freedom of Information requests that clients are subject to is considered additional to the commission and will be charged at our standard rates and in line with our Terms and Conditions, unless this has been explicitly stated otherwise in the quote. The Client confirms that any delays caused by the above will not constitute a breach of terms.
22. a) The Company will charge in full for expenses as outlined in our quote. Without prejudice to clause 21, above; if the Company exceeds the estimated expenses costs it will absorb any additional expenditure. b) The Company will not supply individual receipts for expenses. If the Client requires copies of expenses receipts, the Company will make an additional administration charge in addition to the quoted fees commensurate with the additional time taken to meet requests at a cost at a rate of £30 per hour (charged in whole hours) plus any expenses incurred.
23. Failure by the Client to pay any fees by the due date, as shown on the relevant invoice(s), shall entitle the Company to immediately cease work for the Client and to:
a) cancel the balance (if any) of the agreement under which the Client has failed to pay and to recover from the Client damages for any loss suffered by the Company as a result of such cancellations and/ or
b) cancel any other agreement or the balance of any other agreement which the Company may have with the Client and to recover any loss suffered by the Company as a result of such cancellations and/ or
c) charge interest at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998 (or subsequent revisions thereof) in the case of overdue accounts. The Company also reserves the right to terminate the engagement and cease acting if payment of any fees billed is unduly delayed.
24. A waiver by either part of any terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach of it.
Law & jurisdiction
26. This Agreement shall be governed by and construed in accordance with English and Welsh law and the Parties hereto submit to the jurisdiction of the English and Welsh courts.
27. Without invalidating the contract the client may instruct variations to the nature of the works [additions or omissions] or to the order of the works or to the period in which the works are to be commenced and completed. Any such variations will be valued by agreement between the contractor and the client on a fair and reasonable basis. If variations occur, which the contractor feels lie beyond the original tender price, the contractor should inform the contract administrator of the nature of the works, the reason that they fall outside the original contract, and the cost that will be incurred, before these works are undertaken. The contract administrator will respond as soon as reasonably possible in writing, to instruct the contractor. The client is not responsible for any extra works undertaken that were not approved in writing by the contract administrator.