Terms & Conditions
HCQS LTD STANDARD CONDITIONS OF AGREEMENT FOR PROFESSIONAL SERVICES
1.1 The Client engages HCQS to provide consultancy services (the “Services”) as detailed in this agreement/order and HCQS agrees to provide such services upon the terms and conditions set out below (the “Conditions”).
1.2 In providing the Services, HCQS shall endeavour to exceed the Clients’ expectations with a view to creating an on-going business relationship based on mutual trust.
1.3 For the avoidance of doubt this Agreement is a business to business arrangement and no HCQS client representative is an Agency Worker for the purposes of the Agency Workers Regulations, 2010.
2.1 The Services to be provided by HCQS shall be for the Duration stated within the Fee Proposal or such period or periods as agreed by the parties.
3 Obligations of HCQS
3.1 HCQS will in providing the Services exercise reasonable skill and care in conformity with the normal standards to be expected of a competent professional providing comparable services.
3.2 Should the Client request HCQS to provide additional services and HCQS agrees to provide such services (which agreement shall not be unreasonably withheld), then the varied services shall be carried out subject to these Conditions.
3.3 HCQS shall observe and comply with the requirements detailed in the Client’s Health & Safety policy, provided always that such policy shall have been brought to the attention of HCQS as detailed in clause 4.2 below.
4 Obligations of the Client
4.1 The Client shall provide to HCQS without charge and timeously so as not to delay or disrupt the performance of the Services by HCQS, all necessary and relevant data and information in its possession and/or to be procured for the purposes of providing the Services.
4.2 The Client shall provide where necessary sufficient training to HCQS free of charge in respect of its particular Health & Safety policy and/or any other like procedures to enable HCQS to provide the Services.
4.3 The Client acknowledges that the client representatives of HCQS are an essential part of its business. Accordingly, HCQS provides the Services on the condition that the Client shall not directly, indirectly or otherwise solicit or offer employment to any HCQS client representative during the Duration of the Services or for a period of 12 months after the Duration has ended (or the Agreement has been terminated).
4.4 Should the Client breach Clause 4.3 under any circumstances and offer the client representative of HCQS a position either as an employee or on contract, an additional fee of £50,000.00 (excl. VAT) shall be charged to and paid by the Client.
5.1 Unless otherwise agreed in writing, invoices shall be submitted at the end of each month for the element of the Services provided and expenses incurred within that month.
5.2 The Client shall pay to HCQS the Fee or any part thereof within 14 days of receipt of any
relevant invoice submitted by HCQS, unless otherwise agreed.
5.3 The due date for payment of any part of the Fee shall be the date of receipt by the Client
of the HCQS invoice. Where applicable, payment notices shall be given in accordance with Section 110A of the Housing Grants, Construction and Regeneration Act 1996 (“the Act”); the final date for payment is 14 days after the due date.
5.4 For the avoidance of doubt, the HCQS invoice shall also be interpreted as a notice under Section 110B of the Act, where necessary.
5.5 HCQS reserves the right to charge interest on any sums owed by the Client calculated from the final date for payment of the relevant invoice(s) in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
5.6 Any payments to HCQS are exclusive of Value Added Tax (VAT) as defined by the Finance Act 1972 and any invoices submitted by HCQS shall have added such amounts in respect of VAT as are applicable.
5.7 HCQS reserves the right to exercise a lien over any document it produces in the course of performing the Services in the event of non-payment by the Client of any relevant invoice in which a sum of money is claimed by HCQS for the production of that document.
5.8 In the event of non-payment by the Client of any relevant invoice, HCQS shall be entitled to exercise a lien over any document provided to HCQS by the Client for the purpose of performing the Services until such time as the invoice is paid in full. For the avoidance of doubt, this lien shall only apply to any document belonging to the Client which is held by or is in the possession or control of HCQS in relation to and for the purpose of performing the Services in respect of which the sum of money included in the invoice is claimed.
5.9 If the Client fails to pay HCQS any relevant invoice by the final date for payment, and has also failed to give a compliant notice in connection with Section 111 of the Act where applicable, and such failure continues for 7 days after HCQS has given to the Client written notice of its intention to suspend its performance of the Services and the ground(s) on which it is entitled to suspend performance, then HCQS may suspend such performance until payment is made by the Client. The Client agrees that, in addition to exercising any right to suspend performance of the Services, HCQS shall be entitled to request the Client to make an advance payment (or advance payments) prior to the further performance by HCQS of the Services. The Client acknowledges that notwithstanding payment of the relevant invoice the subject of the suspension has been made; HCQS shall not be obliged to perform any further Services until it has received the amount(s) of the advance payment(s) from the Client.
5.10 Please note each acceptance and subsequent delivery/ completion of service hereunder is deemed to be a separate standalone contract and shall be invoiced separately and each such invoice must be paid for in full without reference to any other contract or acceptance. For the avoidance of doubt no right of set-off exists for the Customer against any other order or acceptance or contract. If any one or more of the provisions of this Consulting Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions and other application thereof shall not in any way be affected or impaired. Each delivery/provision of service /services made shall be deemed to arise from a separate contract and shall be invoiced separately- in accordance with the agreement between us ; any invoice for a delivery/completion shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery/completion of any other instalment /part of our agreement.
6.1 The Client shall also reimburse HCQS for out of pocket expenses as agreed and/or reasonably incurred in the proper provision of the Services, provided that HCQS shall provide the Client with such vouchers or other evidence of actual payment of such expenses as the Client may reasonably require.
7.1 HCQS shall if requested provide details to the Client of the Public Liability and Professional Indemnity insurance arrangements, if any, which HCQS has in place.
7.2 With the exception of any liability it might have in respect of death or personal injury, the
liability of HCQS to the Client under the Agreement for any claim made by the Client for breach of contract, including breach of clause 3.1 above, or for any negligence, shall not exceed the amount, if any, HCQS recovers by way of indemnity against the claim in question under either of the policies of insurance referred to in clause 7.1 above, which is in force at the time the claim or (if earlier) the circumstances which may give rise to the claim is or are reported to its insurer. This limitation shall not apply if no such amount is recoverable due to HCQS having committed a breach of its obligations to maintain the relevant policy or to comply with its terms including but not limited to any failure on its part to report timeously any such claim or circumstances to its insurer.
8.1 HCQS shall not be liable to the Client or any third parties for any acts, errors or omissions of HCQS client representatives, servants or agents where any such act error or omission results from the said client representatives, servants or agents acting under the Client’s direction or control
8.2 HCQS shall not be liable for any consequential loss or damage suffered and/or incurred by the Client and/or its servants, agents and third parties howsoever caused and/or arising as a result of HCQS providing the Services.
9.1 HCQS may at will, and for any reason, terminate this Agreement by giving the Client not less than 14 days’ prior written notice. Upon the termination of the Agreement by HCQS, the Client shall pay all sums that may be due or have accrued due whether or not invoiced to the Client by HCQS, for the services performed by HCQS up to the expiry of the 14 day notice period.
9.2 Without limitation either party may by 7 days notice in writing terminate this Agreement if the other party shall:
9.2.1 be in breach capable of remedy, which shall not have been remedied by the defaulting party within 14 days of receipt by that party of a notice from the other party specifying the breach and requiring its remedy.
9.2.2 be guilty of gross misconduct and/or any serious or persistent negligence in the performance of its obligations hereunder.
9.2.3 become insolvent, as defined in Section 113(2) to 113(5) of the Act.
10.1 Save as may be necessary for the performance of the Services, or as the Client may allow in writing, HCQS shall treat as confidential all information relating to the Client’s business (including technology, business plans, finances or know how) and shall take reasonable steps to ensure that its client representatives do likewise.
11 Force Majeure
11.1 If delivery or completion of the Services is delayed by strikes, lockouts, fire, accidents, or any other cause beyond the reasonable control of HCQS, then the Client shall allow HCQS a reasonable extension of time for the completion of the Services. Where an event of force majeure prevents the performance by HCQS of the whole of the Services then, subject to HCQS giving the Client not less than 5 days’ notice in writing that it was affected by that event of force majeure, HCQS may terminate this Agreement with immediate effect by further notice in writing to the Client.
12.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.
13.1 This Agreement is personal to HCQS and the Client and is not assignable or transferable in full or in part without the prior written consent of the other party.
14 Entire Agreement
14.1 These Conditions set out the entire agreement of the parties and supersedes all prior agreements in relation to this Agreement.
15.1 If the Client has cause to complain in respect of the performance by HCQS of the Services, HCQS will deal with the same in accordance with its procedure for complaints, a copy of which can be obtained from HCQS upon request.
16 Governing Law
16.1 Unless otherwise agreed in writing, this Agreement shall in all respects be governed by, construed and operated in accordance with English Law.
16.2 No provision of this Agreement is intended to or creates any right or benefit enforceable against either party under the Contracts (Rights of Third Parties) Act 1999.
17. Resolution of Disputes
17.1 If any dispute or difference arises under this Agreement either party may refer the same
to adjudication in accordance with S108 of the Housing Grants, Construction and Regeneration Act 1996. Any such adjudication shall be carried out in accordance with the Scheme for Construction Contracts (England and Wales) Regulations 1998.
17.2 The adjudicator nominating body for the appointment of an Adjudicator shall be the President or Vice President for the time being of the Royal Institution of Chartered Surveyors.
17.3 Subject to clauses 15 and 17, should any dispute arise and remain unresolved between the parties that arises under, out of or in connection with this Agreement, then it shall be referred to the English courts which shall have exclusive jurisdiction.
18 Definitions and Interpretation
18.1 In these Conditions the following expressions shall have the following meanings: “Client” shall mean the person on whose behalf the Services are provided.
“Duration” means the period stipulated in the Agreement or as agreed in writing by the parties.
“Fee” shall mean the sum payable to HCQS for the provision of the Services.
“HCQS” shall mean HCQS Ltd
“Agreement” shall mean the agreement to carry out services to which these Conditions apply.
“Services” shall mean the services to be provided by HCQS as specified in or referred to on the Agreement.