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Terms of Business |
1. In this Agreement” (Definitions) 2. “The Agreement” (Content) 3. “Obligations of the Company” 4. “Our Liability” 5.”Instructions” 6. “Charges” 7. “Invoicing and Payment” 8. “Termination” 9. “Force Majeure” 10. “Assignments and Sub-Contracting” 11 “Notices” 12 “General” 13 “Alterations” 14. “Complaints” 15 “Proper Law and Jurisdiction”
1. “In this Agreement.”
Means these terms and conditions;
1.1 "we, us, our, the company, ADVICE4PUBS, ADVICE4PUBS.CO.UK”
Means ADVICE4PUBS, a partnership whose principal place of business is,
6 Oxford Street Nottingham NG1 5BH
1.2 "Client"
Means the person, firm, company or organisation to which we have agreed to provide any Services.
1.3 "Intellectual Property Rights"
Means the Portfolio of Products of ADVICE4PUBS including but not exclusively, Business Plans and Management Systems as subject of the instructions.
1.4 "Services"
Means the services to be performed by us in respect of the Intellectual Property Rights.
2. “The Agreement”
2.1 By requesting any Services from us, the Client will be deemed to have accepted the terms and conditions of this Agreement, which will govern the provision of our Services to the exclusion of any other terms and conditions.
3. “Obligations of the Company”
3.1 Our qualified staff have hands on experience of operating licensed premises, and will work to the Companies' code of responsibility.
3.2 The Partnerships' “Code of Responsibility” is to:
(a) At all times practise competently, conscientiously and objectively, putting the interests of Clients foremost while observing the law, and
(b) Avoid any conflict of interest.
4. “Our Liability”
4.1 We supply Services to our Clients on the assumption that our over-riding instructions are to provide the client with our opinions based on our knowledge of the licensed trade and upon information supplied to us by the Client or by way of third parties instructed by the Client. The information and Services should be used by the Client as a guide only to future decisions. The company will not be held responsible for the outcome of any business undertaking of the Client following Services provided under this Agreement. ADVICE4PUBS recommends that the Services provided to the client should be used in conjunction with opinion and approval of an Accountant, Solicitor, Architect, Financial Consultant and/or any other suitably qualified person(s)
5.”Instructions”
5.1 It is important that we are able to identify who is formally our Client. We shall be entitled to assume, unless otherwise instructed in writing, that the person (including an individual, firm or company) providing us with the initial instructions in relation to a matter is our Client and will be responsible for settlement of all our invoices and for reimbursement of all our costs and expenses incurred in carrying out their instructions.
5.2 If the Client wishes us to render invoices to and accept payment from another entity (for example, another company in the same group) then we may be willing to do this; however, final responsibility for making such payment remains with our Client.
5.3 We welcome instructions from new Clients and start up companies. Nevertheless, for all new Clients we have a policy of seeking adequate funds on account in advance of carrying out any work. In addition, in the case of Limited Companies, we require the directors to be personally responsible for our reasonable charges and costs incurred in accordance with instructions made on behalf of the Client and the Directors are required to provide a letter of acceptance of responsibility.
5.4 We reserve the right to request that individuals or corporate bodies based overseas direct their instructions to us through a professional representative, based in their country.
5.5 We rely on Clients to give us timely written instructions. We accept no liability if the Client does not provide clear and complete instructions early enough for us to act within any such time limits. We will normally advise Clients of time limits and of actions or instructions that are required of the Client, but we do not undertake to give reminders. If we receive late instructions, we may not be able to implement them in time. In the event of late instructions or late payment to us, urgency charges may be incurred which will be passed on to the Client.
5.6 All oral instructions must be confirmed in writing. We accept no liability for any misunderstandings or misinterpretation of oral instructions, whether on our part or that of the Client, arising as a result of the client's failure to comply with this Clause
5.7 The Client undertakes promptly to provide us with all information, assistance and materials that we may request from time to time to facilitate our proper and timely performance of the Services. The Client warrants that all information provided to us will be complete and accurate and that it is entitled to provide the same to us for use in providing the Services without recourse to any third party. The Client also authorises us to complete and sign in the name of the Client such documentation as is necessary or desirable to carry out the lawful instructions of the Client, and will on request, provide in a timely manner, any requisite signed form(s) of authorisation. Furthermore, the Client will indemnify us in respect of all costs, claims, demands and expenses that may result from exercise of the authority given by this clause.
5.8 It is important that the Client inform us promptly of any change of address, telephone, fax numbers or email address.
5.9 We will normally communicate by phone, mobile, mail, fax or e-mail.
5.10 Although we regularly carry out virus checks, we advise the Client to carry out your own virus checks on any communications (whether in the form of computer disc, e-mail, Internet or otherwise). We accept no liability (including in negligence) for any viruses that may enter your system or data by these or any other means.
5.11 We may carry out any searches that you request. We will endeavour to point out any particular limitations when reporting search results and may recommend extending the search.
6. “Charges”
6.1 If we do provide an estimate of our fees for any matter, the estimate is provided only as a guide and is not binding on us. We may set a fixed charge for work to be carried out. The scope of such work will be specified to the Client. To assist the cash flow of our business and to assist the Client with budgeting we may set a fixed figure of costs, which will be invoiced to the client whenever it is reached and paid by the Client prior to work continuing.
6.2 All actions and attention provided by us are chargeable. These include (without limitation) telephone calls and correspondence from and to you.
6.3 Our fees for the Services will be based not only on the time we spend working on the Services but also on scale fees for standard tasks. A fee schedule showing these scale fees for standard tasks is available on request. The time element of our fees will be determined by all the circumstances of the case, including not merely time spent, but also the complexity, difficulty and urgency of the matter and the skill and responsibility involved.
6.4 Whilst our fixed charges and hourly rates are predictable, there may be times when we are required by the Client or third parties to carry out additional work. This will not be undertaken without the Clients prior agreement.
6.5 Expenses and disbursements such as postage and packaging, courier costs, telephone call charges, faxes, photocopying and the charges (if any) paid or to be paid by us to third parties on the clients' behalf will be invoiced in addition to the fee. Such items will not be undertaken without the client's prior approval to cost. There may be occasions when we or a third party instructed by us on the Clients behalf has to take urgent action thought to be in the Clients best interests when recourse to the client may not be possible within a required time scale. Such action, although rare, will be within the terms of this Agreement
6.6 Except for minor items we shall normally discuss expenses and disbursements with the Client as they arise.
6.7 If for any reason we are not able to complete a matter, due to circumstances beyond our control we will nonetheless charge the Client fees, expenses and disbursements in respect of the Services that have already been carried out.
6.8 If at any stage the Client is concerned about the level of our fees, the Client should speak to the member of staff who has overall supervision of the matter.
6.9 We reserve the right to increase our time fees and scale fees at any time. (But not for work already agreed or during this existing Agreement)
6.10 All sums referred to in this Agreement will be payable in full without deduction, or set-off, unless specifically agreed in writing and will be payable by the Client.
6.11 If the Client cancels or amends any instructions after we have started work the Client will reimburse us for all costs, expenses, charges and losses incurred by us as a result of such cancellation or amendment, including without limitation any costs, expenses or charges arising from the cancellation or amendment of any contracts we have entered into and/or instructions we have given to third parties for the purpose of performing our Services for the Client.
7. “Invoicing and Payment”
7.1 We reserve the right to request a reasonable sum by way of payment on account before we commence our Services, or at any time during the provision of the Services. When we make such a request, in general we will not carry out any instructed work until the requested payment has cleared into our bank account.
7.2 The Client on receipt shall pay all invoices.
7.3 If the Client is overdue with any payment hereunder, then without prejudice to our other rights or remedies:
7.3.1 The Client will be liable to pay interest on the overdue amount in accordance with the terms of the prevailing UK Legislation (currently The Late Payment of Commercial Debts (Interest) Act 1998). Where this Act does not apply, interest will be calculated at 8% above the Bank of England Base Rate. This charge will not be incurred if the invoice is settled in full, within 30 days of the invoice date (or 60 days in the case of a Client based outside the European Economic Area); and
7.3.2 We reserve the right to recover costs and fees (including legal fees) incurred through seeking to recover the same; and
7.3.3 We reserve the right to suspend or refrain from taking action on behalf of the Client, without incurring any liability to the Client, or any other party, even if this causes the Client, or any other party, to lose, or fail to obtain, any rights which would have been theirs had we acted.
7.3.4 Any suspension of the Services by us pursuant to Clause 7.3.3, or any cancellation or amendment by the Client of instructions previously given, does not prejudice our right to invoice, and be paid, for Services we have performed and expenses and disbursements we have incurred (or to which we have become committed) prior to the date of suspension, cancellation or amendment
8. “Termination”
8.1 Either party may terminate this Agreement immediately upon written notice to the other in the event of:
8.1.1 Any material breach of this Agreement by the other party, which breach is not remedied (if remediable) within 30 days after the receipt by the party in default of a written notice specifying the nature of the breach and requiring the same to be remedied;
8.1.2 The other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt.
8.1.3 The termination of this Agreement will be without prejudice to the rights of either party in respect of any antecedent breach and in particular the Client will remain liable to us for all fees, expenses and disbursements due in respect of Services performed up to the effective date of termination.
9. “Force Majeure”
9.1 The company will not be liable for any delay in performing or failure to perform our Services to the extent that such delay or failure results from any cause or circumstance beyond our reasonable control (an "event of force majeure"). If any event of force majeure occurs, the date(s) for performance of our Services will be postponed for as long as is made necessary by the event of force majeure. If any event of force majeure continues for a period of or exceeding 60 days either party may cancel the affected Services immediately on written notice to the other party.
10. “Assignments and Sub-Contracting”
10.1 The Client may not assign, sub-license or sub-contract this Agreement or any of its rights or obligations hereunder without our prior written consent.
10.2 We may appoint third parties as appropriate to perform any part(s) of the Services. Our contracts with those third parties may be made on the third party's standard terms of business and, in such cases, we can offer the Client no better terms in relation to Services provided by such third parties than those offered to us by the relevant third parties.
10.3 Such third parties are not part of this company. We shall endeavour to select third parties whose performance and expertise we regard as being of good quality, we will not be liable for any losses, liabilities, costs or expenses arising out of any default or negligence on the part of any such third parties.
11 “Notices”
11.1 All notices and other communications required or permitted to be served, displayed or given hereunder shall be in writing and delivered by hand or sent by first class recorded delivery post or courier to the intended recipient's address, or displayed as required.
12 “General”
12.1 The invalidity or unenforceability of any term or right arising pursuant to this Agreement will not adversely affect the validity or enforceability of the remaining terms and rights.
12.2 This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to the date of this Agreement except as set out in this Agreement. Neither party will have any remedy in respect of any untrue statement made to it upon which it has relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party's only remedies will be for breach of contract as provided in this Agreement.
12.3 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
12.4 If a conflict of interest exists between the Client's instructions and those of any other client for whom we are acting, or arises during the term of this Agreement, we reserve the right to ask the Client to seek advice elsewhere. Assistance in finding a suitable alternative representative will be made available.
12.5 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
13 “Alterations”
13.1 No amendment or variation to this Agreement will be valid unless agreed in writing by our senior partner.
14. “Complaints”
14.1 We value our good relationships with our clients. However, we accept that from time to time, difficulties or misunderstandings can arise. If the client has any problems in connection with the Services offered by the company, they should feel free to discuss their concerns with the member of our professional staff responsible for handling their work. If, after such discussions, the client feels that the matter has not been adequately dealt with, a member of staff unconnected with the clients work will consider the matter. If this cannot resolve the matter the company and the client shall accept an agreement made between the parties respective Accountants/Solicitors.
15 “Proper Law and Jurisdiction”
15.1 The laws of England and Wales will govern the construction, validity and performance of this Agreement and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising between them.
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