ARC CONSULTING PARTNERS -STANDARD TERMS & CONDITIONS OF BUSINESS
The following summarise the Terms and Conditions of Business under which Arc Consulting Partners LLP (‘ArcCP’) provides its services to clients. A copy of these terms are referred to in each proposal and are available on our website: www.arc-cp.com.
Arc-CP will conduct its work diligently and professionally but cannot be held responsible for changes in market, political, economic or financial conditions which could affect the outcome of work undertaken in specific market areas.
The information contained in Arc-CP reports or memorandum is believed to be true and accurate it is subject to change and no information presented can be construed or relied upon as a representation or warranty of any kind. Clients are advised that data included in reports cannot be construed as either definitive or exhaustive or as a recommendation for policies or actions. No legal responsibility or liability arising from decisions made based on information provided can be assumed by Arc-CP.
Arc-CP undertakes to treat any information identified by a client as confidential to their business and will not make that information available to any other third party without express authorisation to do so. The conclusions of Arc-CP’s written work may not be published or reproduced in any way without prior written approval of the form and context in which it will appear.
You, as our client will not, without our prior written consent, disclose any advice given by us in the course of our engagement, except to your employees or agents. In particular, you will not quote or refer to any such advice in a public document or publish such advice in any publication or on any website or other medium unless specifically discussed and agreed in writing with us. Should If you receive a request (including but not limited to a request under the Freedom of Information Act 2000) to disclose any advice, documentation or information provided by us, you agree to consult with us, and take our comments into account prior to making any disclosure. We may refer to your name as a potential client and to the nature of our engagement in any publicity or website we use, provided we do not disclose any information which is confidential
3. Benefit of Advice
Unless otherwise specifically agreed by us in writing, any advice given by us in the course of our engagement is only for your benefit and may not be relied on by any other person. To the extent permitted by law we will not be liable to any third party who relies on our advice. You agree that any advice we give: a) has been given based on information provided to us. We will rely on you for the accuracy, completeness and timely provision of such information and/or documentation you provide. b) is strictly limited to the assumptions and matters stated in it and our responsibility shall only extend to the advice and services we provide on matters on which you have instructed us. Any advice we give is given as valid at the date of delivery in whatever written form. Unless we have agreed otherwise, we will not be bound to notify you of any changes in our advice following the date on which the advice was given.
4. Our fees and expenses
Our fees will be set out in our Proposal letter to you and/or in any subsequent correspondence in which we will seek your agreement should variations arise. They are calculated by reference to market norms and the time required to be spent by us, in carrying out the specified scope of work at the rates set out in the Proposal Letter to which these Standard Terms & Conditions of Business are referred. Our rates are subject to annual review, and any changes will be notified to you. All expenses incurred in a project in which we are contracted will be billed separately unless agreed otherwise and VAT will be applied wherever it applies. Any additional work outside of the scope of work contracted will be billed, once you have been notified, on a daily rate basis.
In all assignments unless stated otherwise we request a mobilisation fee of 50% of the fees proposed for that phase. The balance of fees and any expenses incurred will become payable within 14 days of the production of our report and your review of it. On longer term assignments invoices may be presented monthly. If you wish to dispute any invoice you should do so within twenty one 21 days of the invoice date, so that any necessary action can be taken promptly. Any delay in payment of invoices will incur interest on any amount outstanding for 20 days or more after the date of the invoice at 8% over base rate. Default interest rate of 8% above Bank of England base rate per annum may be charged on all Amounts due over these payment terms. This is in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.Any query relating to this invoice must be made within 5 days of receipt
We will provide advice and services to you with reasonable skill and care and our liability to you in relation to such advice and services is as set out below.
Exclusions: You agree with us (for our own benefit and as trustee for any person who is or was one of our consultants or employees, or any other “Connected Person”) that Arc-CP alone shall be liable to you and that no Connected Person will be personally liable to you (whether in contract, tort including negligence or otherwise).
You further agree that: (a) we will not be liable to you for any indirect or consequential loss, however arising (including negligence), or for any direct or indirect loss of business, goodwill or profits; and (b) we will not be liable to you for any loss of data, costs of overhead, labour costs, loss of opportunity costs and profits whether or not we are aware of the possibility of such loss.
Acceptance of Liability: Nothing in these Terms shall exclude or limit our liability for any liability which cannot be excluded or limited under applicable law, including without limitation our liability for death or personal injury caused by our negligence, fraud or reckless disregard of professional obligations or fraudulent misrepresentation.
Indicative Projections & Opinions: Arc-CP will, on occasions prepare estimates of performance of an operating business or financial scenarios based on market evidence and other information made available at the time of the assignment. These may include indicative estimates of value. Arc-CP will use reasonable efforts to provide you with as accurate indications or forecasts but does not guarantee the fulfilment of any estimates or values, which must be regarded as indicative. You agree to accept any such forecast, recommendation or assessment as an expression of our opinion only and not a statement of fact. It will be based on the market and/or economic conditions we believe may exist during the period involved and you acknowledge and agree that, due to the inherent uncertainty surrounding such conditions, actual performance may differ materially from that forecasted. You agree that any decision to rely on any forecast, recommendation or assessment made by us, or opinion given by us, is solely your responsibility. You are solely responsible for any decision you take to discuss, negotiate or enter into a proposed transaction or arrangement and should do so based on your own assessment of its commercial, strategic, investment and/or financial merits and the risks involved.
Our Services: References in these Terms to "services" are to the services provided by us to you, [as specified in the letter of engagement and any further related work, or, where you have instructed us to act for you on or after the date of the letter of engagement.
Liability to be Proportionate: In the event that you are being advised by one of several professionals and a limitation of liability has been agreed in relation to one or more of them, you agree that the liability of Arc-CP will not be increased due to the limitation of liability agreed by you with other advisers. Our liability to you under or in connection with our engagement shall be limited to that proportion of the total losses, damages, costs or expenses (after taking into account your contributory negligence, if any) determined to be just and equitable having regard to the extent of our responsibility for them
6. Copyright and Third Party rights
We retain copyright and all other rights related to all drawings, illustrations, documents and estimates that we provide to you or to a third party on your behalf. Subject to receipt of payment, we hereby grant you a non-exclusive licence to use such documents solely for the matter for which we provide them to you, but not further or otherwise. Third party consultants should seek the prior agreement of Arc-CP before copying and using any drawings and documents. We provide our advice and consultancy services to you for your benefit alone. Third parties may not use or rely upon any such advice or services nor derive any rights or benefits from them.
We expect to continue to work for you until we finish the programme of work set out in any Proposal Letter. Either you or we may bring instructions to an end at any time by giving written notice to the other party. We will not do this without good reason. Examples include the creation of a conflict of interest, your failure to give us adequate instructions and your failure to pay to us any amount due, or money on account requested. If either of us terminates instructions, you remain liable to pay all fees and disbursements incurred before termination.
8. Data Protection
You consent to us using all information we maintain about you in order to improve the services we provide to our clients and to send to you details of other services offered by us or any business operated by any of our affiliated undertakings, or by third parties selected by us. These services may include seminars or other events and know how (whether produced by us or a third party) that we consider may be of interest to you. Your information is not sold (other than other than as part of a sale or transfer of the whole or a substantial part of our business or assets) or rented to third parties, although on occasion it may be passed to third parties in the circumstances described above or to mailing houses or similar third parties who act as our agents or contractors. If you do not wish to receive any of our marketing material, please e mail us with instructions to unsubscribe.
If any provision in these Terms is held to be invalid or unenforceable by any judicial or other competent authority: (a) all other provisions of these Terms will remain in full force and effect and will not in any way be impaired; and (b) that provision, if it would be valid or enforceable if some part of the provision were deleted, will apply with the minimum modifications necessary to make it valid and enforceable.
Any omission to exercise, or delay in exercising, any right or remedy under these Terms shall not constitute a waiver of that, or any other, right or remedy. The waiver by either of us of any of our rights or remedies arising under these Terms or by law shall not constitute a continuing waiver of that right or remedy or a waiver of any other right or remedy.
11. Third Party Rights
Except as otherwise expressly stated these Terms do not confer any rights on any person or party (other than the parties to these Terms) pursuant to the Contracts (Rights of Third Parties) Act 1999.
If you find at any time that your relationship with any member of the team is not working out, or you have any other concerns about any aspect of our service, please let the signatory of the attached Proposal Letter know immediately.
13. Dispute resolution
In the event that you are unhappy with service please put this in writing to us and every effort will be made to resolve any misunderstanding. If a dispute arises and the matter not be resolved within thirty (30 days) of the dispute being notified in writing either party may refer the dispute to mediation. The parties will attempt in good faith to resolve the dispute by mediation in accordance with the then current model procedure issued by the Centre for Effective Dispute Resolution Limited, International Dispute Resolution Centre, 70 Fleet Street, London EC4Y The costs of any mediation up to a period of thirty days shall be borne equally between you and Arc-CP.
14. Law and jurisdiction
The terms of our appointment (including these terms of engagement) are governed by and construed in accordance with English law. Subject to the arbitration agreement in the preceding clause, you and we agree to submit to the exclusive jurisdiction of the English courts, provided that we may in our sole and unfettered discretion commence proceedings against you in any court which, but for the preceding terms of this paragraph, would be a court competent jurisdiction.