Standard terms of trading
These terms and conditions will govern all and apply to Contracts for Services under which Carol H Scott HR & Business Consulting Ltd, its associates or affiliates acting on its behalf, agree to supply services, goods or materials, and shall prevail over any T and C’s of the third party, whether directly referenced in the third parties order, or in correspondence and anywhere else, or implied by regular practice or in the course of the provision of any services. All other provisions to the contrary are hereby extinguished or excluded. No variations to these Terms and Conditions shall be considered effective unless they have been previously agreed in writing.
Fees charged in any quotation are exclusive of VAT, unless otherwise stated.
The Client shall pay the agreed Contract fees for Services provided within 30 days of date of invoice.
All delivery dates for services, materials or goods, referred to in any quotation or order acknowledgement should be deemed approximate only. Scheduled Delivery may be made in whole or in part at the option of Carol H Scott HR & Business Consulting Ltd, and where delivered in made by instalments this shall be invoiced separately and seen as individual Contracts. In the case of the Contract or any Order involving the supply of one or more service or activity, if default is made in payment on the due date, Carol H Scott HR & Business Consulting Ltd shall be deemed have the right to halt or suspend further delivery of any activities or services pending overdue payments, or otherwise to terminate the Contract in its entirety.
4. Ownership of Copyright
The Copyright of all materials originated by Carol H Scott HR & Business Consulting Ltd, either in the form of pre-contract documentation or as text, papers, images or electronically stored code for the transmission, manipulation and presentation of any information, remains vested in Carol H Scott HR & Business Consulting Ltd. Upon payment in full, the Client shall be considered have license to use the material for the full period of copyright, and, so far as is permissible, in perpetuity.
5. Ownership of Goods
Title to goods or materials shall only pass to the Client upon receipt of payment in full of the price therefore, together with all other monies owing or due to Carol H Scott HR & Business Consulting Ltd whether under Contract or otherwise. Until such payment the Client shall be required to store the goods or materials in such a way as to demonstrate that they are the property of Carol H Scott HR & Business Consulting Ltd. Where the goods or materials, or any element of same, is combined by the Client with other such goods or materials, the resulting items may be deemed to be the property of Carol H Scott HR & Business Consulting Ltd, subject to and on the terms aforesaid.
5. Fitness for Purpose
The Client is deemed to have accepted the services, goods or material supplied to him by Carol H Scott HR & Business Consulting Ltd, as being satisfactory in quality and fit for the purpose, where Carol H Scott HR & Business Consulting Ltd has received no notification to the contrary within 30 days of delivery. The Client is also deemed to accept the services, goods or material as being satisfactory in quality and fit for the purpose, where such goods or material are incorporated in the Client’s own products or services, or where advice, opinions or findings contained in such material are acted upon.
Risk in the materials or goods passes to the Client upon delivery to the Client’s premises. Provided that Carol H Scott HR & Business Consulting Ltd shall retain secondary copies pending confirmation of receipt, where material has been transmitted electronically, risk will be deemed to have passed from Carol H Scott HR & Business Consulting Ltd to the Client, from the moment of transmission.
The Client undertakes to provide Carol H Scott HR & Business Consulting Ltd with all reasonable assistance in the execution of a Contract, including access to Client staff, premises, in-house resources and materials, as appropriate. The Client also undertakes to divulge to Carol H Scott HR & Business Consulting Ltd all business information which is both necessary and within its power to obtain – whether in the public domain or not – for the satisfactory execution of a Contract.
8. Client Copyright
All information or material supplied to Carol H Scott HR & Business Consulting Ltd by the Client in furtherance of the execution of the Contract, will be deemed to be the Client’s copyright unless stated otherwise.
Services, goods and materials supplied by Carol H Scott HR & Business Consulting Ltd are provided in good faith and with reasonable endeavour to ensure its accuracy. However, the services, goods and materials supplied by Carol H Scott HR & Business Consulting Ltd are not a statement of the law and under no circumstances whatever will Carol H Scott HR & Business Consulting Ltd be liable in Contract or otherwise for any loss, damage, expense or injury of any kind whatsoever consequential or otherwise, arising in connection with the execution of a Contract or the use or failure of the services, materials or goods supplied or any defect in them, or from any other cause whether or not due to the acts or omissions of Carol H Scott HR & Business Consulting Ltd, its affiliates or associates, in excess of the Contract invoice value.
Carol H Scott HR & Business Consulting Ltd undertakes not to divulge, and to otherwise take all reasonable measures to keep secure, information which the Client has passed to it, and which have been identified to it by the Client as confidential and not otherwise already in the public domain. However, Carol H Scott HR & Business Consulting Ltd to retain the right, and at its discretion under the terms of the Data Protection Act, to circulate relevant information to affiliates or associates, so as to enable them to complete tasks assigned to them in connection with the execution of the Client’s contract.
11. Force Majeure
Carol H Scott HR & Business Consulting Ltd shall not be liable to the Client for any damage or loss which may be suffered by the Client as a result of the delivery of goods, materials or services, or the delay in execution of a Contract, prevented hindered or made uneconomic by events, reason or circumstances beyond the control of Carol H Scott HR & Business Consulting Ltd including, but not limited to:
(a) Act of God or riot, accident, flood, fire, or storm, difficulty or increased expense, strike, lock-out, trade dispute, labour disturbance, restriction or ban on overtime, or
(b) Failure by the Client to provide adequate instructions or supply the required information within due time or
(c) Failure by any third-party to fulfil their part of the work or otherwise perform their obligations when required to do so
All claims in respect of services, materials or goods or non-execution of the Contract to be made in writing and received by Carol H Scott HR & Business Consulting Ltd no later than thirty (30) days of the date of delivery to the Client, the Client’s premises, or in the case of electronic transmission, from the date of transmission.
13. Recovery of outstanding amounts
Any monies owed to Carol H Scott HR & Business Consulting Ltd to be repaid in full within 30 days of invoice date. Carol H Scott HR & Business Consulting Ltd reserving to itself the right at any point after the 30 day period has elapsed, to instruct its contracted agent to recover such outstanding amounts on its behalf, without further notices being required. The sums to be recovered to include any interest due, and the contracted agent’s fees.
Any waiver by Carol H Scott HR & Business Consulting Ltd of any breach of any term of this Agreement and Standard Conditions shall not prevent the subsequent enforcement of that term, and shall not be deemed to be a waiver of any subsequent breach, and shall not constitute a variation of the
All contracts to which these Terms and Conditions apply shall be governed and construed in accordance with the laws of England, and the parties hereby submit to the jurisdiction of the English Court.
Carol H Scott HR & Business Consulting Ltd