Terms & Conditions
Hatch Consulting Limited is a company registered in England and Wales with company number 09365172.
In these terms, the Supplier is Hatch Consulting Limited and the Client is the person or firm who purchases services from the Supplier.
The terms below relate to our services. The principle idea behind these terms of business are to protect both parties from any misunderstandings. We have to put checks and balances in place to make sure we are both working to the same goals and you are happy with everything.
Basis of Contract
- Prior to any work commencing, a Contract will be signed to ensure that all deliverables are agreed and both parties understand the scope of works and payment structure.
- The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
- Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the catalogues or brochures of the Supplier, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- A full project meeting (or call in some cases) will take place with the Client at the outset of any project to ensure that the brief is agreed and the scope of works contained within the Contract matches with the outcomes of the project meeting and that objectives are agreed.
Supply of Services
- The Supplier shall use all reasonable endeavours to meet any performance dates specified in, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- Any failure of the client to provide required feedback, content, sign off or input on the stipulated deadlines may result in an alteration to the schedule.
- The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
- The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.
Obligations of the Client
The Client shall:
- provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
- obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
If the performance of the Supplier of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
- the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the performance of the Supplier of any of its obligations;
- the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of the Supplier to perform any of its obligations as set out in this clause; and
- the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
Charges and payment
The Charges for the Services shall be as set out in the estimate.
- the Charges shall be calculated in accordance with the standard daily fee rates of the Supplier, as set out in the estimate; and
- the Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
The Client shall pay each invoice submitted by the Supplier:
- within 14 days of the date of the invoice; and
- in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
- All amounts payable by the Client under the Contract are inclusive of amounts in respect of any value added tax chargeable (VAT).
- If the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 8% per annum plus the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
- The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.
Intellectual Property Rights
- All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
- The Client acknowledges that, in respect of any third party Intellectual Property Rights, the use by the Client of any such Intellectual Property Rights is conditional upon the Client having first obtained a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client.
Limitation of Liability
Nothing in these Conditions shall limit or exclude the liability of the Supplier for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
- fraud or fraudulent misrepresentation.
- the Supplier shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- the total liability of the Supplier to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £25,000.
- The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- This clause Limitation of Liability shall survive termination of the Contract.
- Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party three months’ written notice.
- Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 31 days after being notified in writing to do so.
- Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Client and the Supplier if the Client fails to pay any amount due under this Contract on the due date for payment.
Consequences of Termination
On termination of the Contract for any reason:
- the Client shall immediately pay to the Supplier all of the outstanding unpaid invoices and interest of the Supplier and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- clauses which expressly or by implication survive termination shall continue in full force and effect.
Assignment and other dealings.
- The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
- The Client shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
- The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).