1. Definitions

In this document the following words shall have the following meanings:

  • 1.1 ‘Customer’ means any individual, partnership, limited company, charity or organisation that from time to time requests Services from the Supplier

  • 1.2 ‘Supplier’ means Charlotte Fitzjohn

  • 1.3 ‘Proposal’ means a statement of work, quotation or similar, whether in written or verbal form describing the services to be provided by the Supplier

  • 1.4 ‘Services’ means the services specified in the Proposal

  • 1.5 The ‘Contract’ shall mean the entire agreement between the Customer and Supplier in respect of the Services

  • 1.6 ‘Fees’ shall mean all charges and expenses that will by invoiced by the Supplier to the Customer for the services provided

  • 1.7 ‘Terms and Conditions’ means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Supplier

  • 1.8 ‘Incidental Costs’ shall mean reasonable additional costs incurred by the Supplier, including but not limited to the Supplier’s costs of travel, accommodation and subsistence and any materials required for the Services

  • 1.9 ‘Time Fee’ shall mean the element of the Fees related to the Supplier’s time engaged in the Services


2. General

  • 2.1 These Terms and Conditions shall apply to all contracts for the supply of Services by the Supplier to the Customer and shall prevail over any other documentation or communication by the Customer unless otherwise expressed clearly in writing

  • 2.2 Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by the Supplier

  • 2.3 Customer shall be deemed to accept these Terms and Conditions when Customer accepts a Proposal or from the date of any performance of the Services (whichever happens earlier)

  • 2.4 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Services, by virtue of any statute law or regulation

  • 2.5 Nothing in these Terms and Conditions shall affect the customer’s statutory rights as a consumer


3. The Services

  • 3.1 The Services shall be as agreed in advance between the Customer and the Supplier.

  • 3.2 The Services may be amended by mutual agreement of both the Customer and the Supplier.

  • 3.3 The Supplier shall be an independent contractor of the Customer and shall not be the Customer’s employee, worker, agent or partner


4. Fees

  • 4.1 The fees shall be as agreed in advance between the Customer and the Supplier.

  • 4.2 Unless otherwise specified in the Proposal, payment of the Fees shall be by bank transfer to the Suppliers’ nominated bank account

  • 4.3 The Fees are exclusive of any applicable VAT and other taxes and levies which are imposed or charged by any competent authority


5. Completion And Payment Of Fees

  • 5.1 On completion of the Services the Supplier will issue an invoice to the Customer

  • 5.2 If the Services cover a period of more than two weeks, Supplier may issue interim invoices to the Customer every two weeks

  • 5.3 Payment terms are strictly 30 days from the date of the invoice unless otherwise agreed beforehand

  • 5.4 If the Customer fails to fully pay the invoiced amount within 30 days of the invoice date, the Supplier shall be entitled to charge statutory interest at 8% plus the Bank of England base rate for business to business transactions and compensation for debt recovery costs under the Late Payment legislation


6. Customer Obligations

To enable Supplier to perform its obligations the Customer shall:

  • 6.1 Keep agreed appointments in order to meet the necessary timescales

  • 6.2 Provide the Supplier with any information reasonably required by the Supplier

  • 6.3 Obtain all necessary permissions and consent which will be required before the commencement of the Services, the cost of which is the sole responsibility of the Customer

  • 6.4 Comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.


7. Supplier Obligations

  • 7.1 The Supplier shall perform the Services with reasonable care and skill and to a reasonable standard

  • 7.2 The Supplier accepts all responsibility to fulfil the Services that is within their control, by the agreed timescales and to a satisfactory standard


8. Confidentiality & Data Protection

  • 8.1 Information which ought reasonably to be considered as confidential and which is disclosed by either party to the other party will be kept confidential by the receiving party.

  • 8.2 All information retained by Supplier will be processed strictly in accordance with the provisions of the General Data Protection Regulation and its successors. Such information shall be held solely for the purposes of fulfilling the Contract.

  • 8.3 The Supplier will not transmit any personal data held on behalf of the Customer except where a) The transfer is a necessary part of the work undertaken to fulfil the Contract or b) There is a requirement to do so by operation of the law. For example, if there is a situation where concerns are raised regarding the safety and well-being of the Customer, or for the person for whom the service is provided.


9. Complaints And Disputes

  • 9.1 The Supplier will always aim to deliver excellence however there may be times when the customer is not happy with the service provided by the Supplier. If the Customer is not fully satisfied the Customer and Supplier will discuss this and seek to find a satisfactory resolution

  • 9.2 If there is a dispute about the interpretation or operation of this Contract then the Supplier will make every effort to resolve the dispute when and where it arises, negotiating on the basis of good faith


10. Limitation Of Liability

  • 10.1 The Supplier undertakes to maintain Public Liability Insurance limited to £3,000,000 for each and every occurrence

  • 10.2 Supplier’s liability under these Terms and Conditions, and in breach of any statutory duty, and in tort or misrepresentation or otherwise shall be limited to the total amount of Fees payable by the Customer

  • 10.3 The Supplier shall not be liable in connection with the Services or the performance of any obligations under these Terms and Conditions for

  • 10.3 (a) any indirect, special or consequential loss, damage, costs or expenses;

  • 10.3 (b) any loss of profits, loss of anticipated profits, loss of business, loss of reputation or goodwill, or third party claims;

  • 10.3 (c) any failure to perform any of Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control; or

  • 10.3 (d) any losses caused directly or indirectly by any failure or breach in relation to Customer’s obligations.

  • 10.4 Supplier indemnifies Customer against all damages, costs, claims and expenses suffered by Supplier arising from any loss or damage to any equipment (including that belonging to third parties) caused by Customer or its agents or employees

  • 10.5 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury caused by Supplier’s negligence, or for any other matters for which it would be unlawful to exclude or limit liability


11. Cancellations & Termination

  • 11.1 The Customer may cancel the Services by notifying the Supplier in writing giving minimum 48 hours notice.

  • 11.2 The Supplier may terminate the Services for any good reason within 48 hours, giving written notice to the Customer.

  • 11.3 The Supplier will charge the Customer 50% of the agreed rate if the Services are cancelled within 24 hours of agreed start date.


12. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, terrorism, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.


13. Severance

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.


14. Governing Law And Jurisdiction

Any disputes or claims arising out of or in connection with these Terms and Conditions of business or the Contract shall be governed by and construed in accordance with the law of England and Wales