William Buist via Abelard Management services Limited (registered offices at Chenies, Coleford Road, Woodcroft, Chepstow NP16 7HY (“WB”) will provide to the client (“Client”) services (“Services”). These Terms and Conditions (“Terms and Conditions”) and the Services constitute the Agreement (the “Agreement”).
- WB OBLIGATIONS
- WB will provide the Client with the Services.
- WB shall perform the Services using the degree of skill care and diligence to be expected from a supplier experienced in the provision of services of similar scope, size and complexity.
- CLIENT OBLIGATIONS
- In order to ensure that the Client gets the best possible value from working with WB the Client commits to providing all information that is reasonably required to perform the services.
- If the Client undertakes to pay by Direct Debit, then payments will be collected at least three days after the provision of the service, otherwise payment is due in advance.
- The Client warrants that they hold all necessary licences and permissions for any intellectual property that they use in their business.
- CONFIDENTIALITY
- To facilitate the sharing of knowledge and collective discussion confidentiality must be strictly maintained. Any information presented to any Client by WB or vice versa must be maintained in strict confidence unless there is explicit permission given by WB or the Client to share that information.
- Information which is confidential may be disclosed by the due process of law.
- INTELLECTUAL PROPERTY RIGHTS
- Intellectual property rights of the Client remains vested in the Client.
- Copyright for all reports, documents, models and the like produced by WB in the performance of the Services shall remain vested with WB, however he explicitly grants, an irrevocable, non transferrable, non assignable, royalty free license to the Client to use any such reports, documents, models or other material provided to them by WB for the purposes intended.
- TERMINATION
- Notice to terminate the Agreement may be made at the end of any session (and followed up within 24 hours in writing) by either party. If such notice is issued no further sessions will be undertaken and no new charges will be raised.
- At all other times at least 30 days notice of termination is required, any sessions due or planned in that period will be chargeable whether or not they take place.
- LIMITATION OF LIABILITY.
- All recommendations (advice, information, guidance and suggestions) are provided by WB in good faith and the Client accepts all legal liability and responsibility arising from the recommendations.
- The liability of WB will not exceed the fees paid by the Client for the provision of the service during the previous three months.
- WB will not be liable to the Client for special, indirect or incidental, or consequential losses or damages;
- No actions may be commenced against WB after one year from completion of the Services.
- The remedies specified in the Terms and Conditions are exclusive.
- FORCE MAJEURE
- WB shall not be liable for delay or failure to perform any of its obligations under this order if the delay or failure is caused by any circumstances beyond his reasonable control.
- Upon the happening of a “force majeure” event WB shall be entitled to a reasonable extension of time for the performance of its obligations.
- EMPLOYMENT OF PERSONNEL
- Neither the Client nor WB will directly or indirectly offer to employ, or accept provision of services from personnel of members or WB during their membership and for twelve (12) months thereafter.
- ASSIGNMENT
- Neither party to this Agreement may assign any of its rights or obligation under this Agreement without the other’s prior written consent, whose consent will not be unreasonably withheld or delayed, save that either party may without the other’s consent assign the Agreement to a successor, provided that it notifies the other party in advance in writing of any such assignment.
- GOVERNING LAW AND JURISDICTION
- This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction in Bristol, Avon.
- COMPLAINTS
- WB aims to provide a high level of service. If you do have an enquiry or complaint regarding the services provided by WB please address them to any Client of WB or in writing to Abelard Management Services Limited, Chenies, Coleford Road, Woodcroft, Chepstow, NP16 7HY
- SURVIVAL OF TERMS
- The provisions of Sections 4,5,11 & 12 will survive that termination and will continue in full force and effect.
- THIRD PARTY RIGHTS
- Without prejudice to the generality of the foregoing, 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.
- CHANGES
- WB will notify the Client of any changes to these terms any such change will only take effect with the consent of the Client.