TERMS OF BUSINESS
The "we all know it has to be done" section
Terms of Business: Dated 03.08.2019
Important notice: We do not require a signed agreement. Your use of any services or resource provided by us, including this website, denote your complete agreement with and acceptance of the terms of business.
1.1 The "Client" refers to the buyer of the service. The "Provider" refers to Adapt-Able.
1.2 These terms supplement the agreement made between the parties.
1.3 An agreement of start date and completion date will be set out at booking stage, deviations will require Client's and Provider's written agreement.
2.1 The Services are agreed upon and set out in acceptance of the Booking. Deviations will require Client's and Provider's written agreement.
2.2 The Fee is agreed at the time of Booking and unless otherwise specified, additional consumable items will be charged as an additional charge.
3. Unless otherwise agreed, work will be carried out at the Provider's premises. Should on-site work be required, travel time and travel expenses will be charged as an additional charge. This will be agreed upon at time of Booking.
Basis of agreement
4.1 The Client will be the Provider's point of contact and will hold the authority for payment agreements.
4.2 Where requested, the Provider will furnish the Client with a record of time. Please ensure this is requested at the time of Booking.
4.3 Fees will be charged at a minimum of 1 hour per day when work is to be carried out.
4.4 The Provider will use reasonable endeavour to deliver Services according to the Booking in the allotted time as agreed. In the event we are unable to carry out the full Service within the time as agreed, the first subsequent hour will be free of charge, any additional hours will be charged at the normal rate. The Client will be informed in appropriate time and agreement for the additional charges agreed prior to the full completion of the work. The ability to meet deadlines depends on the quality of the initial brief, please ensure you provide as much information as possible in order to facilitate an accurate fee agreement.
4.5 The Provider will do everything to ensure the accuracy of the work prior to submission. Proof reading and final sign off, will be the liability of the Client.
4.6 Available working hours as standard are between 8AM and 6PM. Availability outside these hours cannot be guaranteed without advance agreement, surcharges will apply.
4.7 The Provider is not available over the weekend of on Bank and Public holidays unless expressly agreed.
4.8 Equipment usage is not chargeable, however, in the event we require a license or usage fee, in order to provide the Client the required support, the fee will be chargeable to the Client.
4.9. An urgent service required within 24 hours may incur an additional charge, this will be set out at time of Booking.
5.1 Payment or balance, is due on completion of the Service provided unless otherwise agreed.
5.2 New clients will be required to pay a 50% deposit on any Service.
5.3 Certain services may require a deposit and will be agreed between the Client and the Provider at time of Booking.
5.4 Any deviation to payment terms must be expressly agreed between the Client and the Provider at time of Booking.
5.5 Unless otherwise specified, no more than 10% of a retainer package can be carried forward to the following month. These hours will be used in the following month and cannot be carried forwards.
5.6 Late payment will incur additional charge at 8% per month.
5.7 In the event of late payment, the Provider reserves the right to start proceedings against the Client, in order to recover the outstanding amount owed, plus late payment charge and costs incurred.
5.8 Payments are made via Bank Transfer.
5.9 Expenses incurred for GDPR compliance audit data requests, may result in charges, charged at the Provider's standard rate.
6.1 Upon termination of a Booking and/or Agreement, additional charges may be incurred and charged at the Provider's standard rate, for the handling of the Booking in order to return it to the Client.
6.2 No secure data will be stored on our software or systems for longer than 1 month following termination.
6.3 Either party may end the Agreement by giving one month's notice in writing, acceptance is required in order to confirm the termination.
6.4 Termination of this agreement shall not affect Rights and obligations already accrued prior to termination.
6.5 Any Services carried out of termination of a Booking will be charges at the normal hourly rate.
6.6 Termination of this agreement will not invalidate such charges and invoice should be paid in accordance with the terms of this Agreement.
7.1 All work is owned by the Provider until full payment has been made by the Client, at which point, Rights will be signed over to the Client.
7.2 Work may be used in testimonials/case studies, in order to support the Provider's business, unless otherwise requested by the Client at the time of Booking.
7.3 The Client agreed not to breach any third-party copyright rights when sending the Provider material to be used for the work, unless they have legitimate written agreement to provide such information. The Provider reserves the Rights to investigate the material in the event there are suspicions about the integrity of the material supplied.
7.4 The Client will not supply or breach any confidentiality agreements when sending the Provider information unless they have legitimate written agreement to provide such information. The Provider reserves the Rights to investigate the material in the event there are suspicions about the integrity of the material supplied.
7.5 The Provider will hold records of the Service carried out, the Contracts made and the Payments for 5 years.
Policies and procedures
8.1 In the event a problem needs to be resolved, have a query or complaint, the Client agrees to notify the Provider immediately in order to agree a resolution in a timely manner.
8.2 Should additional work be required on a Service provided following sign off, charges will be agreed and charged as standard on the existing Booking.
8.3 The Provider is responsible for their own Health and Safety when working at their own premises.
8.4 The Client is responsible for the Provider's Health and Safety when working at the Client's premises and regulated under the Client's policies.
9.1 The Client's information is confidential, unless for the name and project is referred to in the Provider's business profile (7.2).
9.2 Confidential information shared by the Client with the Provider for business information, will only be kept and disclosed, for the Client's purpose or if the Provider is required to disclose it by law.
9.3 Document sharing methods will be agreed at time of Booking with the Client and the Provider. The Provider is not liable for data that is not securely transmitted.
9.4 In the event the Client provides a password in order to carry out the Service, the Provider agrees this is kept confidential. Any password changes required will be submitted to the Client, prior to authorisation of change by the Provider.
9.5 Log-ins will be provided by the Client to the Provider where applicable and at the cost of the Provider.
10.2 Access of Third Party data is on completion of the Data Processing Form. Available upon request.
10.3 The Provider is subject to a duty of confidence (9).
10.4 In the event the Client requires additional assistance in providing GDPR data, additional charges may be incurred based on the duration of the request.
10.5 The Provider is not liable for any legal advice on compliance and requests the Client seeks their own advice from an authorised party.
10.6 The Provider agrees to notify the Client by way of email, in the event of a data breach. Additional charges may be incurred.
10.7 Unless otherwise specified, the Provider will delete all Third Party data within six weeks of the completion of the Booking. Any deviation from this must be agreed in writing between the Client and the Provider. Additional charges may be incurred.
10.8 The Provider reserves their Rights to obtain their own legal advice, should the Provider believe the Client is not acting within the law.
10.9 Any fines or actions levied against the Provider, resulting from the Client's requests, will result in the Provider seeking damages.
11.1 The Provider will not be liable for failure to provide Services where it is not reasonably practicable to do so, due to circumstances beyond the Providers control.
12.1 The Client will indemnify the Provider against any fines, costs, expenses, losses or other harm that comes to the Provider, following any unlawful instruction.
12.2 The Providers rates are determined on the basis of the limits of liability set out in these Terms. Prior to contracting Services to be carried out, the Client may request the Provider increases their insurance in order to facilitate the Service required.
12.3 The Client agrees there will be no personal liability of any of the Provider, arising from the performance of Services provided.
12.4 No liability will be held for any indirect or consequential losses suffered by the Client, including by not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, losses resulting from Third Party claims.
12.5 The Providers aggregate financial liability to you shall in no circumstances exceed the fees paid for the Services which give rise to such liability.
12.6 Nothing in these Terms of Business shall be interpreted as excluding or restricting any legal liability on the Provider where liability cannot legally be excluded or restricted.
12.7 All Bookings and Agreements are governed by English law and subject to the exclusive jurisdiction of the English courts.
Definitions and law
In these Terms, the following words and phrases have the meaning set out in this clause:
"Booking" an agreement that we will supply Services on specified occasions with a specified outcome set out in a Booking or a formal proposal.
"Confidential" does not include information that is openly published by the Client or information that is publicly available without breach of the Providers obligation.
"Provider" refers to the seller, Adapt-Able.
"Client" refers to the buyer of the Service.
"Rights" refers to the legal and lawful processes that the Provider can exercise.
"Agreement" is a Booking and/or a retainer contract agreed between both parties.
"Third Party" refers to any body, personal or professional, that is not directly associated with the Client or the Provider.
© 2019 Bethany Sturtevant: Adapt-Able