These conditions and arrangements and any attached schedules shall constitute the whole evidence of the contract between TEC Transnational Limited (hereinafter referred to as TEC), and the Client to the exclusion of all conditions and warranties statutory or otherwise not expressly incorporated therein. Any such agreement shall only be binding on TEC if under the signature of a TEC Director. No verbal representations or statements made shall be binding.
All TEC staff are under a professional obligation not to disclose to a third party any information confidential to the Client. Similarly, reports by TEC are for the use of the Client alone and may not be disclosed to third parties without TEC’s prior written consent.
TEC undertakes not to employ or engage any member of the Client’s staff associated with the assignment until at least twelve months after the end of the assignment. Similarly the Client undertakes not to employ or engage the services of any of the staff of TEC concerned with the assignment, either during the assignment or for twelve months after the end of the assignment.
All recommendations are made by TEC in good faith and on the basis of information available at the time. However, since their achievement normally depends to some extent on factors outside TEC’s control, no statement is to be deemed to be in any circumstances a representation, undertaking, warranty or contractual term and no claim will lie against TEC if such a statement proves inaccurate.
When an employee of TEC is required to act executively on behalf of a Client, TEC cannot accept responsibility for his acts or omissions. The Client shall therefore indemnify TEC against all costs, claims, damages and expenses for which TEC may become liable by reason of the acts or omissions of the employee during this period.
When TEC staff are required to work on the client’s premises, the Client will provide them with office accommodation, telephone and/or internet access without charge.
A contract with TEC shall be considered as a contract made in England and subject to English law.
Intellectual property rights in all work undertaken by TEC under this contract shall be vested in TEC. The Client shall have a free irrevocable licence to make use of the same for its own purpose.
Unless otherwise specified in writing by the Client TEC will have the right to use the Client’s name in publicity material with the nature of the assignment involved.
Fees are normally charged either to coincide with specified project ‘phases’ or on a time basis. The method of charging is agreed at the start of the assignment and is explicitly stated in the quotation. Fees associated with both on-site and public training courses must be paid in full prior to the course dates.
Fees quoted in proposals remain valid for sixty days, but TEC reserves the right to amend proposals accepted after this period.
2.3 For ‘flat fee’ assignments the contract is for the total sum specified in the proposal. Should circumstances arise which could not reasonably have been foreseen at the time of the contract, the Client will pay an additional fee, in respect of the extra work occasioned by these circumstances, providing that TEC specifies both the circumstances and the work before incurring the additional expense.
For the time-based assignments the contract is normally on a monthly basis and may be terminated by one month’s notice on either side. In special circumstances, as part of the terms of contract, a longer period of notice may be agreed. TEC staff record all time spent on behalf of the Client whether on or off his premises and this record forms the basis for the fee payable. Fee rates are reviewed from time to time in the light of operating costs and TEC will give one month’s notice of any changes.
Travel and hotel expenses are re-charged at cost or paid directly by the client. The details of any such arrangement would be agreed in advance with the Client.
For the time-based assignments, disbursements made by TEC on the Client’s behalf (for example outsourcing, word processing, printing, publications and telephone calls) will be recharged at cost.
TEC will provide without charge a set of master sheets of all documentation and/or reports made in the course of an assignment. As an alternative, text based documentation can also be supplied electronically in Adobe pdf, Microsoft Word, Microsoft Excel, Microsoft PowerPoint format. The cost of further copies of documents/reports will be recharged to Clients as will special printing and binding. Separate arrangements will be made for the production and/or printing of specialised documents which will be subject to additional quotations.
2.8Value Added Tax is charged, when applicable, in addition to fees and expenses.
Invoices are submitted monthly or on some other agreed basis. As consulting costs consist almost wholly of salaries and expenses which cannot be deferred, Clients will appreciate that TEC must ask them to arrange for prompt fourteen-day settlement unless alternative arrangements have been agreed in writing. TEC reserves the right to charge interest at the rate 3% per month on all amounts outstanding thirty days from the date of our invoice. All accounts must be paid in full prior to all training events .In respect of training while postponement by the client is acceptable only upon receipt of full payment, cancellation of any training order shall be subject to a cancellation charge of 50% of the total amount due up to 14 days prior to the event and 100% therein after. TEC reserves the right to make changes and amendments to training schedules only in exceptional circumstances and should the need arise.
All recommendations, surveys and forecasts in any proposal, report or other document are made in good faith and on the basis of information before us at the time. No statement in any proposal, report or document is to be deemed to be in any circumstances a representation, undertaking, warranty or contractual condition. In no circumstances shall TEC be liable for lost profits or other consequential damages and in all other circumstances the liability of TEC shall be restricted to the value of this contract.
If any sum payable to TEC under the terms of this agreement, or for any other services rendered, is in arrears and unpaid for thirty days after it has become due, or if there are any other unremedied breaches of the contract on the part of the Client, or if the Client be adjudged bankrupt, made an assignment or composition with its creditors, or being a company, go into liquidation, or have a receiver or manager of its business or undertaking appointed, then TEC may, without prejudice to any of its other rights, forthwith terminate the contract in writing to the Client.