Fortior Insight Ltd

General Terms and Conditions of Business

  1. Interpretation

In these terms and conditions:-

(i) “the Terms of Reference” means the attached heads of agreement

(ii) “the Company’ means Fortior Insight Ltd

(iii) ‘the Client’ means the person identified as such on the attached Terms of Reference

(iv) “the Services’ means the services to be supplied under the Terms of Reference

  1. General

(a) These Terms and Conditions, together with the attached Terms of Reference and the Client’s written acceptance of same, are the only terms and conditions upon which the Company will provide services to the Client and they shall govern this contract to the entire exclusion of any other terms and conditions or representations whatsoever.

(b) The Company shall only be bound by any addition to or variation from these Terms and Conditions, which is expressly approved in writing by a Director of the Company.

(c) If any of these Terms and Conditions or any part thereof is rendered void or unacceptable by any legislation or rule of law, it shall be void to that extent only and unenforceable to the extent that it is not fair or reasonable to allow reliance on it, and no further.

(d) The Client shall not be entitled to withhold the whole or any part of any payments due to the Company hereunder on account of any claim, right of set off, counterclaim, equitable right, dispute or potential dispute which it may have or which it considers it may have against the Company.

(e) This Agreement is personal to the Client and shall not, nor shall any rights under it, be assigned by the Client without the prior written consent of the Company.

(f) The Company undertakes to provide the Services with reasonable care and skill. The Company’s liability in the provision of the Services is limited to the Services as defined in the Terms of Reference. The Company will not provide services for which professional indemnity insurance is not in place. Details of the Company’s present insurance policy are available on request. In all circumstances the potential total aggregate liability of the Company, whether for breach of contract, tort, including negligence and/or misrepresentation, breach of statutory duty (or otherwise), arising out of or in connection with the Services, will be limited to an amount not exceeding £250,000. If the Client requests additional insurance the Company will take reasonable steps to obtain it on the Client’s behalf and at the Client’s expense.

(g) This Agreement contains the entire Agreement between the parties relating to its subject matter and save for fraudulent misrepresentations supersedes all previous Agreements and understandings between the parties. The Client acknowledges that in entering into this Agreement it does not do so on the basis of any representation, warranty or other provision save as expressly provided herein.

(h) The Client agrees that, for the duration of this agreement and following its termination, the Company may contact the Client with relevant

information relating to management services and, in particular, the Company’s products and services. The Client has the right to unsubscribe from the Company’s mailing list(s) at any time.

(i) Nothing in this document precludes the Company, or any member of its staff, taking such steps as are necessary to comply with any legal or professional rules of any relevant statute or professional body of which a director or employee may be a member.

  1. Payment of Fees and Expenses

(a) The price for the Services shall be that expressed within the Terms of Reference, and shall, where applicable, comprise the agreed retainer fee, hourly or daily rate charges including all the Company’s time spent on assignment at the Client’s premises, the Company’s offices and elsewhere, and travelling, and out of pocket expenses re-charged at cost.

(b) The price expressed in the Terms of Reference is subject to acceptance by the Client of the Terms of Reference and these terms and conditions within 14 days of the date stated on the Terms of Reference, following which time the Company shall not be bound to provide the Services at the stated price or at all.

(c) Retainer fees are payable in accordance with the schedule outlined in the Terms of Reference. In relation to fees payable for work charged at an hourly or daily rate, the Client will be invoiced on a monthly basis or otherwise as agreed in writing between the Company and the Client and these invoices fall due for payment in accordance with the provision outlined in the Terms of Reference.

(d) Where the Services include the Company drafting any document for the approval of the Client, the Company will forward a draft for approval. If more than one calendar month passes without the Client reverting to the Company with confirmation of approval of the draft document or instructions for amendments to the draft document, the Company is entitled to treat the document as approved and will invoice the Client for the full amount agreed as the price for the Company providing the document to the Client

(e) In the event of the Client or its employees failing to honour appointments made with the Company, the Company reserves the right to charge for any costs incurred, including an amount for lost time at the hourly or daily rate agreed with the Client for the provision of the Services to the Client.

(f) If any payment by the Client to the Company is overdue, interest will be chargeable thereon after, as well as before judgment, on a day to day basis at 4% over the Bank of England Base Rate applicable at the time until the due sum is paid.

(g) Without prejudice to the Company’s right to interest on overdue payments, or any other rights under this agreement, the Company shall be entitled to suspend all work for the Client, or to terminate this agreement, or any other Services with the Client, where payment becomes overdue.

  1. Confidentiality

(a) Confidential information concerning the Client’s business will not be disclosed by the Company to third parties, (save to the extent that the same is in the public domain or required by law) without the Client’s prior consent, unless otherwise required by a Court of competent jurisdiction, or other governmental or regulatory authority.

(b) All information and advice, written or oral, of whatever nature, made available by the Company to the Client, is for the sole use of the Client, and shall not be disclosed or made available by the Client to any third party (save to the extent that the same is in the public domain,otherwise than by breach of this clause) without the prior written consent of the Company.

  1. Retained services

Where the Terms of Reference provide for the Company to provide services to the Client on a retainer basis:-

(a.) The Terms of Reference will specify the nature and extent of the services retained, the length of the retainer and the payment terms

(b.) Unless either party serves at least one calendar months’ notice to terminate the agreement at the expiry of the term specified in the Terms of Reference, this agreement shall carry on from month to month until either party serves one calendar months’ notice to terminate on the other. The Company reserves the right to increase the monthly fee at any time after the expiry of the term specified in the Terms of Reference and will give the Client one month’s notice of any increase in the monthly fee

(c.) The retained services will generally be available during the Company’s office opening hours of 9am to 5pm, Monday to Friday.

(d.) The Company’s offices will normally be closed for one week at Christmas, one week at Easter and two weeks in July as well as on bank and public holidays. Retained services will not be available routinely during office closures although the Company will endeavour to provide the retained services if an urgent need arises during periods of office closure

(e.) The Company reserves the right to levy an additional fee for services provided during periods of office closure but will not do so without agreeing this with the Client in advance

(f.) Where an invoice for retained services remains outstanding 30 days after issue, the Company reserves the right, without prejudice to its entitlement to pursue payment of the outstanding invoice and to pursue a claim for breach of contract as a result of non-payment, to suspend the provision of the retained services until such times as all invoices are paid in full

(g.) If the Client fails to accurately declare the full extent of the operations upon which it expects the company to provide the Services, the Company reserves the right to adjust the fees charged or to restrict the services made available to the Client.

  1. Termination

Subject to Statutory rights or obligations:

(a) The Company may suspend the performance of the Services under this contract during the currency of any circumstances, which in the reasonable opinion of the Company materially adversely affect the provision of the Services.

(b) The Company shall not accept cancellation of orders made specifically to the Client’s requirements. Any Service, which has been provided in accordance with the Client’s order, and not completed, will be charged for in full, at the Company’s discretion.

(c) Without prejudice to other provisions in these Terms and Conditions providing for termination of the provision of the Services in specific

circumstances, the Company may (without prejudice to any other rights) by notice in writing to the Client terminate this contract forthwith if:

(i) the Client shall commit any breach of any of the terms of this contract;

(ii) the Client commits a serious criminal offence or gives the Company any false or misleading statement or makes any negligent or fraudulent misrepresentation in relation to this Agreement;

(iii) the Client commits any act of bankruptcy, goes into liquidation (whether voluntarily or compulsorily) or a receiver or manager or an administrative receiver is appointed, or an administration order is made in relation to it; or it makes a voluntary arrangement for a composition in satisfaction of its debts or the arrangement of its affairs; or it ceases or threatens to cease to carry on its business

(d.) On such termination, Charges due to the Company (both those due at the date of termination and all future payments) shall immediately be payable. The Company shall be at liberty to charge interest on such sums outstanding at the rate of 4% per annum above the Bank of England base rate.

  1. Warranty by Client

(a.) The Client represents and warrants that it has not, at the time of engaging the Company or for a period of six months prior to engaging the Company to provide the Services, employed any person or engaged any service arising out of which any person may be able to bring a claim to the effect that their employment ought to transfer to the Company.

(b.) The Client agrees to keep the Company fully indemnified against all legal costs incurred by the Company in defending a claim of the type referred to in 7(a.) above and against the cost of any award made against the Company arising out of any such claim

  1. Disclaimers

(a.) All procedures, documentation, reports and advice shall be prepared in the context of the law at the time and on the basis of matters disclosed to the Company by the Client as material and the Company accepts no responsibility for changes in the law which may affect the advice and/or recommendations made to the Client or the content of any report, procedure or documentation or for any loss or damage suffered by the Client arising out of a failure by the Client to disclose material facts or circumstances

(b.) The Company hereby excludes all liability in respect of any claims arising out of any alteration to, or modification of, a Client’s procedures, working practices and/or conditions prevailing at the time of the Company’s investigation, examination and/or interviews unless such alteration and/or modification are made on the Company’s recommendation or with its express knowledge and consent.

(c.) All reports provided to the Client by the Company are provided for the sole use of the Client, and no responsibility is accepted by the Company for any reliance that may be had upon such reports by any third parties, unless the permission of the Company is sought for the provision of particular reports to specified third parties, and such permission is given by the Company in writing prior to provision of any such report.

  1. Force Majeure

The Company shall not be liable to the Client for any failure to provide the Services as a result of force majeure which shall include (but not be limited to) acts of God, war, strikes, lock outs, civil commotion, mechanical or technical difficulties or any other cause whatsoever beyond the Company’s reasonable control

  1. Jurisdiction

The contractual relationship between the Company and the Client shall be governed and construed in accordance with the laws of Northern Ireland and the parties shall submit to the exclusive jurisdiction of the Northern Ireland Courts.

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