The Business Continuity Specialists

 

 

Our Company Details

 

The full name of our company is Abide Consulting Limited.

 

We are registered in England & Wales under registration number 05097262.

 

Our VAT registration number is: 104 0961 51  

 

You can contact us by email to info@abideconsulting.co.uk .

 

 

Abide Consulting Ltd Standard Terms and Conditions (Relates to Engagement)

1 Terms

1.1 These terms are referred to as the Abide Consulting terms and shall apply to the provision of consulting services under contracts into which they are expressly incorporated.

1.2 The Abide Consulting terms shall continue to apply to all services provided by the Consultant to the Client under any contract hereafter until expressly excluded in writing.

2 Assignment and Terms of Reference

2.1 The Consultant agrees to carry out the Assignment in accordance with the Terms of Reference, as specified within the proposal.

2.2 The Client agrees to cooperate with the Consultant in the performance of the Consultant's services and to give such support, facilities and information as may be reasonably required.

3 Fees and Payments

3.1 The Client agrees to pay the Fees in accordance with the provisions of the Terms of Engagement. Abide Consulting Ltd’s normal terms request payment within 30 days after completion of the work and issue of an invoice and by bank electronic transfer if possible

3.2 During any period in which staged payments from the Client are overdue by more than 60 days, the obligations of the Consultant may be delayed or suspended.

3.3 Travel by the consultant and subsistence may be charged only if specified within the proposal and agreed with client before work commences. Such charges normally apply to work undertaken outside of the United Kingdom and/or whenever air travel is requested by the client. Unless specifically agreed beforehand, travel time is not charged.

4 Confidentiality

4.1 The Consultant undertakes not at any time to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the Client other than to sub-contractors who've signed an appropriate Non-Disclosure Agreement (NDA)undertaking or others where the Client has expressly or impliedly consented to the disclosure.The Consultant will sign to and abide by the client’s supplied NDA at all times during the assignment.

5 Delegation

5.1 The Consultant undertakes to consult with the Client before delegating any of the Consultant's obligations hereunder.

6 Intellectual Property

6.1 The Consultant undertakes not to cause or permit anything which may damage or endanger the intellectual property of the Client or the Client's title to it or assist or allow others to do so.

7 Liability and Insurance

7.1 The Consultant shall not be liable to the Client for loss or damage to the Client's property unless due to the negligence or other failure of the Consultant to perform its obligations under this agreement or the general law.

7.2 The Consultant will carry Professional Indemnity insurance to the value of £1M (One million pounds sterling)

7.3 The Consultant shall have no liability to the Client for any indirect,special or consequential loss to the Client arising out of or in connection with the provision of any goods or services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and the total liability of the Consultant for any other loss of the Client arising pursuant to this agreement in respect of anyone event or series of connected events shall not exceed the indemnity cover (if any) arranged pursuant to the Terms of Engagement or if no such cover has been agreed between the Client and the Consultant the charges payable by the Client in respect of the Consultant's services hereunder.

8 Termination for Breach

The following obligations are conditions of this agreement and any breach of them shall entitle the party not in breach to terminate this agreement by immediate written notice and the rights and liabilities of the parties shall then be determined in accordance with:

8.1 Failure on the part of the Client to make punctual payment of all sums due to the Consultant under the terms of this agreement.

8.2 Failure on the part of the Consultant to remedy any breach of its obligations hereunder within a reasonable time following written notice from the Client which: refers to this clause; specifies the breach with full particulars; indicates how the breach is to be remedied and specifies the Client's opinion of a reasonable time for remedy.

8.3 The doing or permitting of any act by which the Consultant's rights in any intellectual property may be prejudiced or put in jeopardy. To be clear, the content and documentation supplied within this engagement will become the property of the client. The design and format of the plans will remain the intellectual property of Abide Consulting Ltd. The client is not permitted to use any supplied documentation as a template for use within another organisation.

9 Consultant's Outputs, Materials and Information

9.1 All intellectual property rights including copyright which are capable of existing in any documents, computer software or information or (without limit) other materials created or provided pursuant to this contract by the Consultant shall be and remain the Consultant's property.

9.2 The Client undertakes to keep all materials, documents and information provided to it by the Consultant confidential to itself and its employees and not to distribute any product of the services provided hereunder to any third party without the Consultant's prior written consent.

9.3 Any materials produced or supplied to the Client by the Consultant in which intellectual property rights are capable of subsisting shall be licensed to the Client for internal use only in connection with the purposes of the terms of reference.

10 Consultant's References to Client

10.1 Subject to clause 4 (Confidentiality) the Consultant may request of the client that reference may be made to services supplied but only with prior agreement from the client. Such reference will only be an outline, e.g. “helped this client to design end-to-end business continuity system”. Other than this, the Consultant will only indicate that he has helped a client is a specific industry with business continuity planning. The Consultant may request a professional reference from the client, when proposing future work at another organisation. The client is no obligated to supply such a professional reference.

11 Force Majeure

11.1 Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of this agreement impossible.

12 Law and Jurisdiction

12.1 This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

12.2 Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in England or Wales.

12.3 The submission by the parties to such jurisdiction shall not limit the right of the Consultant to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.

12.4 Any notice of proceedings or other notices in connection with or which would give effect to such proceedings may without prejudice to any other method of service be served upon any party in accordance with clause 12.1.

13 Status of Your Consultant

13.1 The Consultant shall be an independent contractor and not the employee of the Client.

13.2 In such capacity, the Consultant shall bear exclusive responsibility for the payment of his or her National Insurance contributions as a self-employed person and for the discharge of any income tax and VAT liability arising out of remuneration for the work performed by him or her under this agreement.

13.3 The Consultant shall not be subject to directions from the Client as to the manner in which he or she shall perform his or her work.

14 Definitions

14.1 "The Assignment" means the Assignment referred to in the Terms of Engagement "The Terms of Reference" means the written proposal, published by Abide Consulting Ltd, for issue to the client. "The Terms of Engagement" means the written terms of agreement between the client and the Consultant which incorporate these terms. "The Consultant" means the person assigned by Abide Consulting Limited to assist your business.

 

 

 

USE OF OUR WEBSITE - THE LEGAL STUFF

 

(A)      Use of Website

 These terms and conditions govern your use of our website; by using our website, you accept these terms and conditions in full. 

 If you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

We do not deliberately place cookies from this website. We do however, use Google Analytics in a very basic form to understand visitor trends to our website. We do not collate information about our website visitors, other than trend analysis about what pages they are interested in and the territories our visits come from, for understanding geographical areas where we will most likely do business. If you are dissatisfied with our approach, please do let us know.  

 (B)      Licence to use website

Unless otherwise stated, we or our licensee's own the intellectual property rights in the website and material on the website.  Subject to the licence below, all these intellectual property rights are reserved.

 

You may view, download for caching purposes only, and print pages [or attachments] from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions. 

 

You must not:

 

(a)      republish material from this website (including republication on another website);

 

(b)      sell, rent or sub-license material from the website;

 

(c)       show any material from the website in public;

 

(d)     reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;]

 

(e)     edit or otherwise modify any material on the website;

 

(f)     redistribute material from this website [except for content specifically and expressly made available for redistribution;

 

[Where content is specifically made available for redistribution, it may only be redistributed [within your organisation].

 

(C)      Acceptable use

 

You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

 

You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spy-ware, computer virus, Trojan horse, worm, keystroke logger, root kit or other malicious computer software.

 

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

 

[You must not use our website to transmit or send unsolicited commercial communications.]

 

[You must not use our website for any purposes related to marketing without our express written consent.] 

 

(D)     Restricted access

 Access to certain areas of our website is restricted.  We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.

 

If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential. 

 

[We may disable your user ID and password in our sole discretion without notice or explanation.]

 

(E)     User generated content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.

 

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media.  You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.

 

Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). 

 

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

 

We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.

 

Notwithstanding our rights under these terms and conditions in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.

 

(F)      Limited warranties

 Whilst we endeavour to ensure that the information on this website (excluding user content) is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.

 

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

 

(G)      Limitations of liability

 Nothing in these terms and conditions (or elsewhere on our website) will exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.

 

Subject to this, our liability to you in relation to the use of our website or under or in connection with these terms and conditions, whether in contract, tort (including negligence) or otherwise, will be limited as follows:

 

(a)     to the extent that the website and the information and services on the website are provided free-of-charge, we will not be liable for any loss or damage of any nature;

 

(b)      we will not be liable for any consequential, indirect or special loss or damage;

 

(c)       we will not be liable for any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information;

 

(d)      we will not be liable for any loss or damage arising out of any event or events beyond our reasonable control;

 

(e)      our maximum liability in relation to any event or series of related events will be limited to £1,000,000 (1 million pounds, UK sterling).

 

(H)      Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions[, or arising out of any claim that you have breached any provision of these terms and conditions].

 

(I)      Breaches of these terms and conditions

 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

 

(J)    Variation

We may revise these terms and conditions from time-to-time.  Revised terms and conditions will apply to the use of our website from the date of the publication of the revised terms and conditions on our website.  Please check this page regularly to ensure you are familiar with the current version.

 

(K)    Assignment

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

 

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions. 

 

(L)    Severability

 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions 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.

 

(M)    Exclusion of third party rights

 These terms and conditions are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party.  The exercise of our and your rights in relation to these terms and conditions is not subject to the consent of any third party.

 

(N)    Entire agreement

 These terms and conditions [, together with our privacy policy,] constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.

 

(O)    Law and jurisdiction

 These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the non-exclusive jurisdiction of the courts of England and Wales.

 

 

 


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