Consultancy terms and conditions

Please read these Terms and Conditions carefully. All contracts that the Consultant may enter into from time to time for the provision of it’s a jungle LTD shall be governed by these Terms and Conditions, and the Consultant will ask the Client for the Client's express written acceptance of these Terms and Conditions before providing any services to the Client.

1.            Definitions

1.1          In these Terms and Conditions:

(a)          "Charges" means the following amounts:

(i)            [the amounts specified in Section 6 of the Statement of Work;]

(ii)           [such amounts as may be agreed in writing by the parties from time to time; and]

(iii)          [amounts calculated by multiplying the Consultant's [standard time-based charging rates (as notified by the Consultant to the Client before the date of a contract under these Terms and Conditions)] by the time spent by the Consultant's personnel performing the Services (rounded [down by the Consultant to the nearest quarter hour]);]

(b)          "Client" means the person or entity identified as such in Section 1 of the Statement of Work;

(c)           "Client Materials" means all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;

(d)          "Consultant" means Dave Skelton of 28 Ramblers way, Waterlooville Po7 8RE, It’s a Jungle LTD a company incorporated in [England and Wales, a partnership established under the laws of [England and Wales] having its principal place of business at 28 Ramblers way, Waterlooville PO78RE

(e)          "Deliverables" means those [deliverables] specified in Section 3 of the Statement of Work that the Consultant has agreed to deliver to the Client under these Terms and Conditions;

(f)           "Effective Date" means [the date of execution of a Statement of Work incorporating these Terms and Conditions];

(g)          "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

(h)          "Services" means the consultancy services specified in Section 2 of the Statement of Work;

(i)            "Statement of Work" means a statement of work agreed by the parties and incorporating these Terms and Conditions by reference;

(j)           "Term" means the term of a contract under these Terms and Conditions, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;

(k)          "Terms and Conditions" means these terms and conditions, including any amendments to these terms and conditions from time to time; and

(l)            "Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party[, and which are specified in Section 3 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables].

2.            Services

2.1          The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.

2.2          The Consultant shall provide the Services [with reasonable skill and care / in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant's industry.

3.            Deliverables

3.1          The Consultant shall deliver the Deliverables to the Client.

3.2          The Consultant shall [ensure / use its best endeavours to ensure / use reasonable endeavours to ensure] that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 4 of the Statement of Work.

3.3          The Consultant warrants to the Client that:

(a)          [the Deliverables will conform with the requirements of Section 3 of the Statement of Work[ as at the date of delivery of the Deliverables];]

(b)          [the Deliverables will be free from [material defects];]

(c)           [[the Deliverables / the use of the Deliverables by the Client in accordance with these Terms and Conditions] will not:

(i)            [breach the provisions of any law, statute or regulation;]

(ii)           [infringe any third party's Intellectual Property Rights; or]

(iii)          [give rise to any cause of action against the Client,]

                in each case [in any jurisdiction and under any applicable law]].

4.            Licence

4.1          The Consultant hereby grants to the Client [a non-exclusive, worldwide, perpetual and irrevocable] licence to [copy, store, distribute, publish, adapt, edit and otherwise use] the Deliverables[ (excluding [the Third Party Materials and the Client Materials])][ for the following purposes: [identify purposes]].

5.            Charges

5.1          The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.

5.2          All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated [inclusive of any applicable value added taxes / exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant].

5.3       Travel expenditure is classed as an extra, the client and consultant will agree the cost of travel to be paid by the client. These include Car, Train, Plane, bus/coach or boat costs to and from the place of the client’s worksite daily. We incorporate the first 15 miles of car travel within our charge; however the client is then expected to pay per 30 minutes of travel to and from there place of work plus 50 pence per mile each way.

6.            Payments

6.1          The Consultant shall issue invoices for the Charges to the Client [from time to time during the Term / on or after the invoicing dates set out in Section 6 of the Statement of Work / at any time after the relevant Services have been delivered to the Client / in advance of the delivery of the relevant Services to the Client.

6.2          The Client must pay the Charges to the Consultant within the period of 30 days following the issue of an invoice in accordance with this Clause 6 / the receipt of an invoice issued in accordance with this Clause 6.

6.3          The Client must pay the Charges by [Cash, PayPal, debit card, credit card, direct debit, bank transfer] (using such payment details as are notified by the Consultant to the Client from time to time).

6.4          If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:

(a)          charge the Client interest on the overdue amount at the rate of [8% per annum above the UK base rate of Santander Bank Plc from time to time] (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b)          Claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

7.            Warranties

7.1          The Consultant warrants to the Client that:

(a)          [the Consultant has the legal right and authority to agree to these Terms and Conditions and to perform its obligations under these Terms and Conditions;]

(b)          [the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms and Conditions; and]

(c)           [the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.]

7.2          The Client warrants to the Consultant that it has the legal right and authority to agree to these Terms and Conditions and to perform its obligations under these Terms and Conditions.

7.3          All of the parties' warranties and representations in respect of the subject matter of these Terms and Conditions are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms and Conditions will be implied into these Terms and Conditions or any related contract.

8.            Limitations and exclusions of liability

8.1          Nothing in these Terms and Conditions will:

(a)          Limit or exclude any liability for death or personal injury resulting from negligence;

(b)          Limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)           Limit any liabilities in any way that is not permitted under applicable law; or

(d)          Exclude any liabilities that may not be excluded under applicable law.

8.2          The limitations and exclusions of liability set out in this Clause 8 and elsewhere in these Terms and Conditions:

(a)          are subject to Clause 8.1; and

(b)          govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

8.3          [Neither party shall be liable to the other party / The Consultant shall not be liable to the Client / The Client shall not be liable to the Consultant] in respect of any loss of profits or anticipated savings.

8.4          [Neither party shall be liable to the other party / The Consultant shall not be liable to the Client / The Client shall not be liable to the Consultant] in respect of any loss of revenue or income.

8.5          [Neither party shall be liable to the other party / The Consultant shall not be liable to the Client / The Client shall not be liable to the Consultant] in respect of any loss of use or production.

8.6          [Neither party shall be liable to the other party / The Consultant shall not be liable to the Client / The Client shall not be liable to the Consultant] in respect of any loss of business, contracts or opportunities.

8.7          [Neither party shall be liable to the other party / The Consultant shall not be liable to the Client / The Client shall not be liable to the Consultant] in respect of any loss or corruption of any data, database or software.

8.8          [Neither party shall be liable to the other party / The Consultant shall not be liable to the Client / The Client shall not be liable to the Consultant] in respect of any special, indirect or consequential loss or damage.

9.            Termination

9.1          Either party may terminate a contract under these Terms and Conditions by giving to the other party at least 30 days' written notice of termination.

9.2          Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

9.3          Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if:

(a)          the other party:

(i)            is dissolved;

(ii)           ceases to conduct all (or substantially all) of its business;

(iii)          is or becomes unable to pay its debts as they fall due;

(iv)         is or becomes insolvent or is declared insolvent; or

(v)          convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)          an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)           an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under that contract)];

(d)          [if that other party is an individual:

(i)            that other party dies;

(ii)           as a result of illness or incapacity that other party becomes incapable of managing his or her own affairs; or

(iii)          that other party is the subject of a bankruptcy petition or order].

10.          Effects of termination

10.1        Upon the termination of a contract under these Terms and Conditions, all of the provisions of that contract shall cease to have effect.

10.2        The termination of a contract under these Terms and Conditions shall not affect the accrued rights of either party.

11.          Status of Consultant

11.1        The Consultant is not an employee of the Client, but an independent contractor.

11.2        The termination of a contract under these Terms and Conditions will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of a contract under these Terms and Conditions.

12.          Subcontracting

12.1        [The Consultant must not subcontract any of its obligations under a contract under these Terms and Conditions without the prior written consent of the Client [, providing that the Client must not unreasonably withhold or delay the giving of such consent].]

                OR

12.1        [The Consultant may subcontract any of its obligations under a contract under these Terms and Conditions[, providing that the Consultant must give to the Client, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question].]

12.2        The Consultant shall remain responsible to the Client for the performance of any subcontracted obligations.

13.          General

13.1        No breach of any provision of a contract under these Terms and Conditions shall be waived except with the express written consent of the party not in breach.

13.2        If any provision of a contract under these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of that contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

13.3        A contract under these Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.

13.4        Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

13.5        A contract under these Terms and Conditions is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a contract under these Terms and Conditions are not subject to the consent of any third party.

13.6        Subject to Clause 8.1, a Statement of Work together with these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of that Statement of Work, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

13.7        A contract under these Terms and Conditions shall be governed by and construed in accordance with [English law].

13.8        The courts of [England] shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with a contract under these Terms and Conditions.

Sign In

Sign in to It's a Jungle to access our courses.