We will provide services to carry out the assignment as set out in our Proposal. The Proposal, which also sets out the charges for the assignment, shall be upon and subject to these Terms of Business.

 1            The estimate of our fees and related expenses for the assignment and invoicing arrangements are set out in the Proposal.  All amounts are exclusive of any value-added tax (where applicable).  The estimate will remain valid for three months from the date of submission.  The Proposal is not to be construed as an offer to perform the assignment within a fixed time or at a fixed price.

 
2            All fees and expenses will be invoiced in accordance with the terms in the Proposal.  Payment of invoices (which will include value added tax, where applicable, at the then current rate) will fall due on presentation. We reserve the right to charge interest at the rate of 3 per cent above the base lending rate of Barclays Bank plc on invoices more than 30 days overdue for payment from the due date to the date of actual payment. In addition (and without limitation), we may suspend any further work on the assignment on written notice to the client.
 

3            Services by nominated consultants are offered subject to their availability at the time of acceptance of the Proposal.  We reserve the right to use suitably qualified associates or sub-contracted services.
 

4            The client shall be responsible for the provision of suitable offices and services, together with information, executive and staff time and facilities as may be reasonably required to fulfil our obligations, whether or not defined in the Proposal.  The client shall use all reasonable endeavours to respond quickly and positively to requests for decisions, approval and consultation.
 

5            Any statements (whether written or oral) as to the results obtainable from the services carried out and all surveys, forecasts, recommendations and opinions in any proposal, report, letter or presentation are made in good faith and on the basis of the information before us at the time.  Their achievement must depend to a degree on factors outside our control and on the effective co-operation of the client and the client’s staff.  In consequence, no statement (whether written or oral) in any proposal, report, letter or presentation is deemed to be in any circumstances a representation, an undertaking or warranty (express or implied) of achievable results.  We do not carry out patent infringement searches or warrant that our work will be outside the scope of any patent or registered design.

 
6            We shall not be liable to the client in contract, tort, negligence or otherwise for any losses which are not reasonably foreseeable on acceptance of the Proposal or for any indirect or consequential or economic loss whatsoever, including but not limited to, loss of business, use, profits, future contracts or anticipated savings.
 

7            In any event our total liability in contract, tort, negligence or otherwise arising out of or in connection with the performance or observance of my obligations, or otherwise, in respect of the assignment shall be limited to an amount equal to the fees received by us from the client in respect of the assignment up to the date such liability arose.  Our charges have been calculated on the basis that we can exclude or limit liability as set out in these Terms of Business.  The client confirms that it will bear itself (or insure against) any loss for which we have excluded or limited liability. However, nothing in these Terms of Business shall exclude or limit our liability to the client for death or personal injury resulting from our negligence.

 
8            We shall not be liable to the client for any loss or damage suffered by the client as a result of, or in connection with any claim brought against the client by any third party.  The client shall fully indemnify us against all financial liability (including professional costs) suffered or incurred by us as a result of, or in connection with any third party claim brought against us resulting from death, injury, damage or loss occasioned by the use, operation, methods or other results of the assignment.
 

9            Unless otherwise agreed in writing, the client and ourselves shall each keep confidential for three years from the date of its supply, all information whether written or oral, supplied by or on behalf of the other and which is designated in writing as confidential at the time of its supply or within fourteen days thereafter (“the Information”).  This duty of confidence shall not extend to Information which is:

9.1                      already in the possession of the receiving party, or;

9.2                      lawfully received from a third party, or;

9.3                      already published at the date of supply or subsequently published or disclosed through no fault of the receiving party, or;

9.4                      Shown to have been independently developed or created by the receiving party without access to the Information supplied.
 

10         The value of our services derives not only from our project specific expertise, but also from the general skill and knowledge base, which our consulting business is constantly enhancing and enlarging.  For us to provide any particular client with the exclusive rights to our services in any market sector or technical field would prejudice the integrity and comprehensiveness of that skill and knowledge base.  Therefore, our duty to the client is one of confidentiality rather than exclusivity.
 

11         Where we are working for one or more clients who are competitors or whose interests may otherwise conflict, we will ensure that arrangements are in place to prevent any breach of our duty of confidence to each client.  Where certain areas of technology, processes or other solutions specifically derived for other assignments may not be available to the client for this assignment and where this may adversely affect this assignment, we will notify the client as soon as reasonably practicable.
 

12         Except for the purposes of the assignment, the client shall not use, exploit, divulge or disclose to third parties our proprietary material including, but not limited to, business or other systems, methodologies, application programs, marketing or technical information, which may be communicated to or gained by the client in connection with or in the course of the assignment.
 

13         The client shall fully indemnify us against all financial liability (including professional costs) suffered or incurred by us arising out of or in connection with any claim alleging infringement or misuse of a third party’s confidential information, copyright material, patent, registered design or design right, in the event that we were required by the client to use the information, material, invention or design concerned, or the information, material, invention or design concerned was received by us from the client.
 

14         Our employee and associate contracts contain provisions, which protect our clients against divulging confidential information.  Our employees and associates also contract with us not to work for or provide services to our clients, and it is a condition of our engagement that neither the client nor any firm or company associated with the client will employ or engage any employee or associate involved on the assignment either during the course of the assignment or within one year of its completion without our prior written consent.
 

15         Unless otherwise agreed in writing, the ownership of any patents, registered designs, design information, copyright, conceptual solutions or any other right arising from our work on the assignment (“the Rights”) shall remain vested in us and the client shall be granted a non-exclusive non-transferable licence to use the Rights for the purposes set out in the Proposal.
 

16         The granting of any such licence shall not apply to any pre-existing rights or to the rights of third parties, which would be the subject of separate licence arrangements.
 

17         Where we agree in writing to the transfer of any or all of the rights to the client, such transfer shall only be affected inter-alia, upon completion of all phases of the assignment and on payment in full of all monies due to us from the client.
 

18         If the client or ourselves are totally or partially prevented or delayed in performing any of our respective obligations under the Proposal or these Terms of Business by any act of force majeure (meaning any cause or event beyond its reasonable control), and as soon as possible gives written notice of the nature of the cause or event, that party will be excused performance of its obligations (other than payment) from the date of such notice for so long as the cause of delay continues.  In the event that the cause of the delay remains after a period of 3 months from the date of such notice, either party shall have the right to terminate the assignment forthwith by giving written notice to the other.
 

19         Subject to clause 18, our services under the Proposal and these Terms of Business may be terminated by either party, without affecting accrued rights or liabilities including payment for all charges committed or incurred up to the date of termination, upon completion of the assignment, or upon giving to the other party written notice in the event that:

19.1                   A breach of any of the obligations notified in writing 7 days previously to such party had not been remedied.

19.2                   Such party has committed a material breach of any of its obligations.
 

20         If the client becomes insolvent, goes into liquidation, has an administrative receiver appointed, or is otherwise unable to pay its debts, then our services shall be terminated forthwith without affecting accrued rights or liabilities including payment for all charges committed or incurred up to the date of termination.
 

21         We reserve the right to announce publicly that we are providing services to the client unless the client advises us, in writing, to the contrary.

 
22         The Proposal and these Terms of Business shall constitute the entire agreement between the client and ourselves relating to the subject matter of the Proposal and shall supersede any previous communication (whether oral or written) relating thereto.  Authorisation to proceed with the assignment shall be deemed to be acceptance of our Proposal and Terms of Business.  The client agrees that any other terms or conditions of contract or any general reservations whether contained in any purchase order, correspondence or other documents generated or prepared by the client shall not form part of or vary this agreement.
 

23         Any variation or addition to the Proposal or these Terms of Business shall only be effective if agreed to by the client and us in writing.  Any variation to the services set out in the Proposal or need for any additional services not specified in the Proposal, will be subject to agreement between the client and us before expenditure thereon is incurred.
 

24         The Proposal and these Terms of Business shall be construed and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.  If any provision of these Terms of Business is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, the remaining provisions under these Terms of Business shall otherwise continue in full force and effect.