Terms and conditions
By accepting our proposal and starting work with us, you agree to the following terms and conditions. These are subject to change at any point, the latest version can always be found on this page.
1) Parties
“Client” (you)
“Consultant” (us) Continual Improvement Ltd
2) Definitions
“Agreement”
The agreement based on these terms and conditions between Continual Improvement Ltd and Client for the defined Services. The client shall not assign the benefit of or any interest in or subcontract any obligation under the Agreement.
“Client”
Customer to which the Consultant is to provide the service to; as identified within this agreement.
“Consultant”
Continual Improvement Ltd (a company registered in England and Wales under number 11379132), any of its employees, subcontractors or agents, which is entering into the Agreement.
“Statement of Work” or “Proposal”
The document setting out the Services and the fees for such work.
“Services”, “project” or “engagement”
Any works as set out within the Proposal or Statement of Works or agreed with the client, provided by the consultant to the client including, but not limited to, management consultancy.
“Default”
Any breach of the obligations of either party (including but not limited to fundamental breach or breach of a fundamental term) and/or any actionable default, act, omission, negligence or misstatement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject of this Agreement and in respect of which such party is liable to the other.
3) Services
In payment of the fees set out in the Proposal the consultant shall provide the Services in accordance with the Proposal and these terms and conditions. The consultant shall provide these services with reasonable care and skill in its performance, and with proper regard to health and safety and security. The consultant can make any changes to the Services which are necessary to comply with any applicable law or safety requirement and will notify the client if this is necessary. Unless otherwise agreed these services shall be provided during a normal business day, meaning any day other than a Saturday, Sunday or bank holiday in England and Wales. The consultant will provide reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the proposal; however, time shall not be of the essence in the performance of the consultant’s obligations. If for any reason, the consultant is unable to fulfil any delivery on the specified date, the consultant will not be in breach of contract and will not have any liability to the client for direct, indirect or consequential economic loss, loss of profits, loss of business, depletion of goodwill and like loss (howsoever caused including as a result of negligence) by any delay or failure in delivery/performance except set out in this condition.
4) Obligations
4.1.1 Client provisions
The client shall provide to the consultant during normal business hours, access to such resources including but not limited to; client personnel, documented information, data, systems, software and hardware, work equipment, client occupied premises, vehicles, stores, temporary structures or work sites, cooperation, and assistance in accordance with proposal and agreed works.
The client and consultant agree that when the consultant, any of its staff, subcontractors, or agents, are present on the client’s premises or sites under the client’s control they shall be fully appraised of all site rules, regulations and policies relating to the health and safety and security and they shall comply with such rules, regulations, procedures, and policies.
The client is entitled to deny access to these premises or sites if in the client’s reasonable opinion constitute a threat to health and safety, or security. Any such denial may still incur a cancellation short notice cancellation fee if made outside of the short notice period. The client shall procure all permissions, consents, licences or otherwise as the consultant may require to perform its obligations under the Agreement. The client agrees to make available to the consultant an authorised representative(s) who will be authorised to make binding decisions for the client regarding the Agreement, including any change to the Services; review any required documents, provided by the consultant for review so that corrections or changes may be made by the consultant. The client will be responsible and liable for all third-party actions or omissions where such third party are under the control of the client. The client must not, without the consultant’s prior written consent, assign, transfer, charge, subcontract, or deal in any other manner with all or any of the client’s rights or obligations under these Terms and Conditions.
4.1.3 Consultant provisions
The consultant can assign or subcontract any of the work or project deliverables to carefully selected and controlled contractors who must meet the consultants’ requirements and the consultant shall remain responsible for the quality of their work. The consultant may transfer, charge, assign or subcontract or deal in any other manner with all or any of their other rights or obligations under these Terms and Conditions to any appropriate third party, with written notice to the client.
5) Fees
The client shall pay to the consultant a Fee in in accordance with the relevant Proposal.
The fees set out in the Statement of Work shall either be stated as fixed or on a time and materials basis. In any case other than fixed fee arrangements all timetables for work and/or performance dates are estimates only and such work will be performed on a day rate basis. The consultant will be entitled to increase any Fees due under this Agreement, by giving the client 30 days’ written notice. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
5.1 Payment of fees
The consultant shall invoice the client for payment of the fees and the client shall pay them to the consultant as specified and at the time stated in the invoice (the “Due Date”). The consultant will bill monthly in arrears on or around the last day of each month. Time for payment shall be of the essence of the Contract. Payment terms are 30 days from the date of invoice.
Receipts for payment will be issued by the consultant only at the client’s request.
All payments must be made in British Pounds unless otherwise agreed in writing between the client and consultant. Payment should be made by BACS (Bank Automated Clearing System) or Bank Transfer to the bank account identified on the invoice issued by the consultant. All sums payable under this Agreement are stated exclusive of tax, unless otherwise stated, such as UK Value Added Tax (VAT) and/or equivalent other taxes or levies in other countries for which the service is provided, which will be added and payable by the client at the applicable rate and all sums due shall be paid without set-off, counter claim or deduction.
5.3 Late payment
Where the payment of any invoice in full or part, is not made in accordance with this Agreement, the consultant, without prejudice to its other rights under this Agreement or in law, shall be entitled to suspend and/or withhold any services to be performed by the consultant for the client under this Agreement or any other arrangement; and/or terminate this Agreement.
Without limiting any other right or remedy the consultant has for statutory interest, if the client does not pay within the period set out above, a late payment fee will be charged at 8% plus the Bank of England base rate as well as a £70 administration fee for every month overdue.
5.3 Cancellation
In the event of the client cancelling or postponing previously agreed Delivery Dates with the consultant, within two (2) weeks of the scheduled delivery of Consultancy Day(s), the client shall pay a short notice cancellation fee equal to the value of the postponed Services or the Fee in full, including any expenses incurred for the project. If the client and consultant has agreed to regular, monthly support and either party wishes to terminate this agreement, 30 days’ written notice must be given.
5.4 Expenses
In addition to the fees stated the client shall reimburse all expenses reasonably and properly incurred by the consultant in the provision of the Services at any location including but not limited to materials, travel, subsistence and accommodation expenses. Such expenses will be recharged at cost, including any interest accrued if applicable. The consultant shall maintain adequate records of such expenses and, at the client’s reasonable request, provide copies of these detailing the nature of the expense incurred and the person who incurred the expense. The consultant will agree with the client in advance the nature and scope of these expenses.
6) Confidentiality
Unless already known or in the public domain or required by law the parties undertake at all times to keep confidential and not to use or to disclose to any third party without the other party’s prior written consent any confidential information supplied by the other party or obtained as a result of the Agreement (or any discussions prior to execution of the Agreement) including all information (in whatever form) relating to the other party’s business, technology and customers and the terms of the Agreement. The parties shall procure that any third party or subcontractor to whom information is disclosed pursuant to the Agreement is made aware of and complies with obligations of confidentiality equivalent to those set out in these terms and conditions. The consultant shall not use the client’s name, proprietary name, mark or logo for advertising or promotional purposes without first obtaining the client’s permission in writing.
7) Liability
Neither party excludes or limits liability to the other party for; death or personal injury caused by its negligence or that of its subcontractors or agents; fraud; or breach of the implied terms as to title as set out in section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982. The entire aggregate liability of the Company under or in connection with the Agreement, whether for tort (including negligence) misrepresentation, breach of contract, breach of common law or otherwise, shall not exceed one hundred percent (100%) of the fees paid to the consultant by the client in any twelve-month period prior to the relevant claim arising.
8) Data Protection
Each party undertakes to the other party to comply with the Data Protection Act 2018 and General Data Protection Regulations and shall procure that its employees, agents and subcontractors shall observe the provisions of these. When supplying the Services to the client, the consultant may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the client’s. The parties agree that where such processing of personal data takes place, the client shall be the 'data controller' and the consultant shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
The consultant shall only Process Personal Data to the extent reasonably required to enable the consultant to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the client, and shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for the consultant’s own or for any third party's purposes.
The consultant shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict need to know basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations. The consultant shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the consultant on behalf of the client. Further information about the consultant’s approach to data protection is specified in the consultant’s Privacy Policy, which can be found on the website.
9) Intellectual Property and Intellectual Property indemnity
The consultant reserves all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. The consultant reserves the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Subject to the terms of this Agreement the consultant shall indemnify the client against any loss, claims, damages or expenses (including reasonable costs) that may be incurred or suffered by the client in respect of any claim or action that the possession or use of the Deliverables by the consultant in the manner envisaged by the Agreement infringes the Intellectual Property Rights of any third party (an “Intellectual Property Infringement”) provided that the client: gives notice to the consultant of any Intellectual Property Infringement as soon as reasonably practicable on becoming aware of it; gives the consultant the conduct of the defence to and any settlement negotiations in relation to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or attempt to settle or compromise the claim or action without prior consultation with and written consent of the consultant which shall not be unreasonably withheld or delayed; and acts in accordance with the reasonable wishes of the consultant and gives the consultant such assistance as the consultant shall reasonably require in respect of the conduct of the defence.
10) Termination – Default
Either party may terminate the Agreement forthwith by notice in writing to the other party where the other Party has committed a material Default and where such Default is capable of remedy has failed to remedy such Default within thirty (30) days of receiving notice specifying the Default and requiring its remedy.
10.1 Cancellation and amendment
The consultant can withdraw, cancel or amend a proposal if it has not been accepted by the client, or if the Services have not started, within a period of 7 days from the date of the proposal (unless the proposal has been withdrawn). Either the consultant or the client can cancel an order for any reason prior to the client’s acceptance (or rejection) of the proposal.
If the client wants to amend any details of the Services, this must notified in writing as soon as possible. The consultant will use reasonable endeavours to make any required changes and additional costs will be notified to the client before additional Services are undertaken and included in the Fees and invoiced to the client.
Unless terminated earlier the Agreement shall continue until the Services have been fully performed and all fees and expenses have been paid.
11) Termination – insolvency
Either party may terminate the Agreement forthwith by notice in writing to the other party if the other party is unable to pay its debts as they fall due or if any action, application or proceeding is made with regard to it for: a voluntary arrangement or composition or reconstruction of its debts; its winding-up or dissolution; the appointment of a liquidator, trustee, receiver, administrative receiver, administrator or similar officer; any similar action, application or proceeding in any jurisdiction to which it is subject.
12) Force majeure
Neither party shall be liable for any delay or failure to perform its obligations under the Agreement where such delay or failure is due to circumstances beyond its control (“Force Majeure Event”) provided that as soon as reasonably possible after the start of the Force Majeure Event, the affected party notifies the other party of the Force Majeure Event, the date on which it started, its anticipated duration and the anticipated effect of the Force Majeure Event on the affected party’s ability to perform its obligations.
13) Notices
Any notice to be given under the Agreement must be in writing and delivered to the registered office address or principal place of business of the party to be served and shall be deemed served two days after despatch by first class post or immediately on delivery if hand delivered.
14) Entire Agreement and acceptance of these terms and conditions
Except to the extent of any misrepresentation or breach of warranty which constitutes fraud, these terms and conditions and the Statement of Work together constitute the entire agreement between the parties relating to the subject matter of the Agreement. The client is deemed to have accepted these Terms and Conditions when the client has accepted the consultant’s proposal or from the date of any performance of the Services, project or engagement (whichever happens earlier). The client must ensure that the terms of the order and any applicable specification are complete and accurate.
15) Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with Laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the English Courts.