The Terms and the Engagement Summary govern the terms of business with you and constitute the entire agreement between us.
The Terms and Engagement Summary may only be varied or excluded by written agreement between us.
If we are instructed by more than one client, each client is jointly and severally liable to pay our fees and to adhere to the Terms and Engagement Summary.
The services are provided by Capital People which is a trading name of Capital People Consultants Limited.
We will endeavour to adhere to the following service standards whilst working for you:
— inform you of the person(s) who will be working for you and their hourly rate(s)/fee structure; you acknowledge that all of the services during the engagement may be supplied by agents and subcontractors although we will retain liability for any contractual obligation to you
— inform you of the consultant with overall responsibility
— keep you informed of progress
— communicate in plain language
— explain the work required
— advise you of the likely timescale involved (where possible).
If you have any concerns about service, you should initially raise them with the person with day-to-day conduct of your work or the person with the overall responsibility for the work. If your concerns cannot be resolved at that stage, you should set them out in writing to Elin Pinnell who is responsible for handling any formal complaint made against us.
We endeavour to resolve complaints internally. They will be dealt with sympathetically and promptly and we will work with you to reach a satisfactory conclusion.
Unless otherwise specified in the Engagement Summary we will bill you monthly in relation to services provided to you.
3.1 Method of Calculation
Each consultant has an hourly rate, which for you would apply for services over and above that covered in any fixed fee set out in the Engagement Summary (if applicable). Time is charged in hourly units. However, we may charge a premium if, for example, our consultants have to put in extra effort to complete your matter, perhaps by working outside normal working hours or as a matter of urgency requiring other clients’ work to be reorganised, or if your matter involves some complex, difficult or unusual aspect.
Hourly rates will form the basis of our charges unless we have agreed a fixed fee or an alternative method of charging. Hourly rates are reviewed regularly and we will notify you of any increases.
3.2- Additional Costs
The following will be added to our fees:
— VAT (Value Added Tax) at the rate applicable;
— Disbursements (i.e. amounts we pay on your behalf) such as room hire. Where appropriate we will obtain a firm figure or cap the amount of the disbursement;
— Expenses such as travelling, subsistence, bulk photocopying and binding charges, fax and telephone charges, special and recorded delivery charges and couriers. These expenses may not be shown separately on your invoice but will be added to and included in our total fee for services;
— Storage costs. Providing secure storage, or storage for large volumes of your documents, which will be more expensive than normal storage in a warehouse;
These are referred throughout the Terms as ‘Additional Costs’.
3.3- Estimates and Fixed Fees
Any time or cost estimates provided to you are not binding upon us. Our estimates are only intended to be rough guides based on our assessment of the circumstances at the time the estimate is given.
We reserve the right to amend any estimate given and are likely to do so, in any event, as the matter progresses.
If you would like to agree a fee limit or a fixed fee, please contact us immediately so that we can advise you about a realistic figure. Any fee limit or fixed fee must be agreed in writing.
4.1- Issue of invoices
We will send you an invoice each month unless we inform you otherwise. Invoices will cover your fixed fee (if applicable). Time and Additional Costs which have not been allocated to your matter when the invoice is drawn will be included in a further invoice.
4.2- Payment of invoices
Our invoices are to be paid unless otherwise specified in the Engagement Letter within 14 days of the date of invoice. If any invoice remains unpaid after the date for payment, we have the right to cease acting for you immediately (and cease acting on any other matters we may be dealing with on your behalf) and charge interest on the outstanding sum(s) at 8% per annum from the date of the invoice(s).
If we take court proceedings against you because you do not pay our invoices, we will also seek payment of the costs we incur in those proceedings.
As our client, you are responsible for payment of our invoices (unless we have agreed in writing to the contrary) even if:
— we have agreed to send the invoice to a third party;
— you are insured; or
— someone else has also agreed to pay your fees.
We are able to communicate with you by e-mail as well as fax, post and telephone. Unless you let us know to the contrary, we will assume that you are happy for us to communicate by e-mail, even though we cannot guarantee the security or confidentiality of e-mail communication.
You will inform us of any health and safety hazards or any requirements as to the wearing of protective clothing and provide us with a copy of your health and safety policy prior to us or our Consultants carrying out any services for you at your location(s).
We have databases holding details of our clients and potential clients to which we will add your details. The information held in these databases is used to assist us to provide our services to our clients and may periodically be used to send selected informative periodicals and other information which we feel is appropriate and relevant to your needs. The data may also be used by us for credit control purposes, including where appropriate credit searches.
If at any time you do not wish to receive information from us please contact firstname.lastname@example.org
All the information concerning you held on the database will be treated as confidential and will not be disclosed to individuals or organisations outside Capital People other than to its affiliates, save with your prior authorisation, pursuant to the provision of our services or the collection of our fees, or where required by law.
Unless you inform us otherwise in writing we will assume that you consent to these uses of your data.
If, when we are working on a project for you, you supply us with personal data relating to a third party, it is your responsibility to comply with the relevant data protection laws that apply to that disclosure.
Any intellectual property rights created as a result of the work for you by the consultant are retained by Capital People Consultants Limited. Any intellectual property rights used by the consultant in the performance of their role are retained in their entirety by Capital People Consultants Limited. For the avoidance of any doubt, no licence is granted unless expressly stated in writing.
We are under a professional obligation to keep the affairs of clients confidential.
We acknowledge that our consultants will have access to confidential information and we will not use or disclose any confidential information to any third party.
— any use or disclosure authorised by you or required by law; or
— any information which is already in, or comes into, the public domain otherwise than through our consultant’s unauthorised disclosure.
Unless otherwise stated in the Engagement Summary this arrangement is for a minimum fixed period of 12 months after which time you may terminate your instructions with one calendar month notice. If you owe us money for our fees and any Additional Costs we will be entitled to keep your papers and documents until those debts are fully discharged. We will send you an invoice for our time spent on the matter to date even if the fees were conditional on any event.
We may decide to stop acting for you at any time e.g. if we are unable to obtain clear instructions or if you do not pay an interim invoice on any project where we are instructed to act on your behalf. We will give you reasonable notice that we will stop acting for you. If this occurs we are entitled to retain your papers and documents until all outstanding fees and expenses have been paid.
Any claims against us must be made within 18 months of the date on which we complete the engagement or cease acting for you and must be made in writing providing sufficient detail to enable us to consider the merits of your claim. Unless we have already settled that claim with you, you must also commence proceedings within 2 years of the date on which we complete the work or cease acting for you.
We will only be liable to you for any reasonably foreseeable losses directly caused by our negligence (and up to the ‘Liability Limit’ as defined below) and which have been processed in accordance with the timescales set out above.
You accept and acknowledge that our services are being provided by ‘CAPITAL PEOPLE CONSULTANTS LIMITED’. You hereby acknowledge that our services are being provided by our consultants and other staff for and on behalf of ‘CAPITAL PEOPLE LIMITED’ and that they are not providing those services in any personal capacity to you. Consequently, you hereby consent and waive any rights which you may have to claim directly against any director, consultant or member of staff of ‘CAPITAL PEOPLE CONSULTANTS LIMITED’.
Notwithstanding any other provision of the Terms and the Engagement Summary, we will not under any circumstances be liable to you in contract, tort (including negligence and breach of statutory duty), statute or otherwise for any indirect losses or Consequential Loss or damage of any kind. “Consequential Loss” means any loss incurred by you which shall include (but not be limited to) pure economic loss, loss of profit, loss of business, contracts, revenues or savings and like loss, including any increased costs and expenses.
Any exclusions from and limitations of liability set out in the Terms and Engagement Summary shall be considered severally. The invalidity or unenforceability of any one term shall not affect the validity or enforceability of any other term.
Our total liability to you in contract, tort (including negligence or breach of statutory duty), statute or otherwise (other than for death or personal injury caused by our negligence) shall be limited to one million pounds (£1,000,000) including any legal or other fees you incur (“the Liability Limit”).
You will not be entitled to assign the benefit or delegate the burden of the Terms or Engagement Summary without our prior written consent.
In the event that any provision of the Terms or Engagement Summary are found to be wholly or partly illegal, invalid or unenforceable, that provision shall be deemed to be struck out and the parties shall in good faith replace the provision with one which reflects as nearly as possible the spirit and intention behind that illegal, invalid or unenforceable provision. No other provision of the Terms or Engagement Summary shall be affected and each shall remain legal, valid and enforceable.
We shall not be liable to you for any delay or failure to perform our obligations as a result of any cause beyond our reasonable control, including but not limited to any industrial dispute.
The Terms and Engagement Summary are governed by English and Welsh law and any dispute arising out of the terms will be subject to the exclusive jurisdiction of the English and Welsh courts.