TERMS & CONDITIONS OF BUSINESS

Transcription

1 TERMS & CONDITIONS OF BUSINESS (1) The UK Commission for Employment & Skills (termed as UKCES or IIP Northern Ireland ), a company incorporated in England and Wales and registered with company number , whose registered office is at Renaissance House, Adwick Park, Wath-upon-Dearne, South Yorkshire S63 5NB (2) The Client shall mean the other party to this Agreement who acknowledges that they have read this agreement and agreed to be bound by its terms, by signing the Proposal Form for Advice/Assessment/Review RECITALS A. IIP Northern Ireland delivered by UKCES is engaged to arrange advice and assessments of those businesses wishing to be recognised as meeting the requirements of the Investors in People Standard. B. The Client has requested IIP Northern Ireland delivered by UKCES to arrange to provide the said services on the terms and conditions set out below. IT IS AGREED as follows:- 1. Interpretation 1.1 In these conditions the following words and expressions shall have the following meanings: Agreement Advice Assessment Contract Continuous Assessment means the Proposal Form for Advice/Assessment/Review, these terms and conditions and your obligations as an Investor in People and the Assessment Plan means the provision of diagnostic support for organisational and offer advice about the practices, processes and cost-effective solutions that can be achieved in order to gain the maximum benefit from using Investors in People principles means the process of establishing whether the Client satisfies the requirements of the Investors in People Standards means this Contract and any schedules attached hereto means where the Client has come forward for a First Assessment and has not fully met all the requirements of the Standard Force Majeure means in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other industrial action) IIP means Investors in People Outcome shall have the meaning set out in Clause 2.2 Planning Meeting means the meeting between the Practitioner and the Client to confirm the Client s instructions and a plan Retaining Recognition means where the Client comes forward for review and does not fully meet the requirements of the Standard Recognition Means the Client meets the Requirements of the Standard Review standard means the process to establish if the Client continues to meet the Standard Services means the service(s) the Client has agreed IIP Northern Ireland delivered by UKCES to provide (services detailed in Clause 4) Services Fee means the fee set out in the proposal form for the services to be provided Site(s) means the site which the Practitioner will conduct the Assessment/Review as confirmed by the Client Site Interview means the interview between the Practitioner and the Client which may take place at any site as agreed between the Practitioner and the Client

2 Practitioner Standard means a suitably qualified individual who has been contracted by IIP Northern Ireland delivered by UKCES to deliver the Service(s) means Investors in People Standard 2. Commencement and Duration 2.1 The Agreement shall commence at the date the Proposal Form has been signed and dated by the Client and shall cease upon either an Outcome being obtained or this agreement being terminated pursuant to Clause An outcome shall be one of the following: (a) The Practitioner judges that the Client does not yet meet, nor continues to meet the IIP Standard and prepares a report as to the shortfalls in meeting the IIP Standard; or (b) (c) The Practitioner judges that the Client does meet or continues to meet the IIP standard; or Where the work is for advice only the Practitioner has issued the report containing the advice to the client. 3. Obligations of IIP Northern Ireland delivered by UKCES 3.1 IIP Northern Ireland will upon receiving the Client s request for a Advice/Assessment: Organise the Advice/Assessment/Review with a view to ensuring that the Client and Practitioner are well matched Assist in arranging suitable dates for the commencement on-site visits and, where appropriate, for the consideration of the Assessor s report by the IIP Northern Ireland team Arrange a provisional assessment under which the Assessment/Review shall be carried out Provide support to both the Client and Practitioner throughout the Advice/Assessment/Review and respond to any requests as a result of the Assessment Plan Provide quality assurance audits in respect of the assessment process and to ensure that the final report meets the accepted requirements In the event of a dispute between the Practitioner and the Client, IIP Northern Ireland will endeavour to resolve that dispute and failing resolution will take steps to locate another suitable Practitioner In the event of any delay occurring in the delivery of the Advice/Assessment/Review service IIP Northern Ireland will consult the Client and where the delay appears to be unreasonable and in any event, exceeds 72 hours in duration IIP Northern Ireland will use its reasonable endeavours to appoint a new Practitioner to complete the Advice/Assessment/Review Agrees to treat as secret and confidential and not at any time (except as is expressly authorised by the terms and conditions of this agreement) to disclose any information. 4. Obligations of the Client 4.1 The Client shall assist the Advice/Assessment/Review Process in whatever way reasonably required by IIP Northern Ireland to ensure the Advice/Assessment/Review can take place and in particular (but without limitation to the foregoing): To ensure IIP Northern Ireland is fully informed of the Client s requirements for the Advice/Assessment/Review To provide a contact name, address and telephone number of the individual responsible for the Investors in People Programme To allow the practitioner full access to any written evidence and all other documentation collated to support the Client s application for the IIP award To allow ready access during normal working hours to all personnel of the Client at the site(s) To assist in the quality surveys undertaken by IIP Northern Ireland to establish the level of service given by IIP Northern Ireland and the practitioner. 5. Charges and Payment 5.1 The Client shall pay the fees of IIP Northern Ireland delivered by UKCES in respect of the services 30 days from the date of the invoice raised. The invoice will be raised on issue of the report to the client and the certificate or plaque will not be issued to the client until payment has been received. For large

3 Advice/Assessment/Reviews IIP Northern Ireland delivered by UKCES reserves the right to raise interim invoices for its services at appropriate stages of the Advice/Assessment/Review Process. 5.2 Fees will be agreed in advance with the Client and we reserve the right to receiving payment in advance if necessary. 5.3 VAT will be charged on the Services Fee. 5.4 We reserve the right to charge interest on overdue invoices from the date when payment is due until the date payment is made at 4% above the Bank of England official dealing rate. 6. Cancellation 6.1 If the proposed Services are cancelled or postponed at short notice by the Client, IIP Northern Ireland delivered by UKCES reserves the right to charge the Client a cancellation Fee based on the estimated costs of the service. Number of working days before Maximum Charge commencement 30 or more working days 0% - except for any activity that has already taken place (100% of planning time is then chargeable) working days 60% of the estimated costs 9 working days or less 100% of the estimated costs 6.2 The cancellation fee may not apply in the following exceptional circumstances: The announcement of major redundancies The announcement of a takeover/buy out Exceptional personal circumstances. 7. Termination 7.1 IIP Northern Ireland delivered by UKCES shall not be required to fulfil its duties and obligations under this agreement if IIP Northern Ireland is prevented from fulfilling its duties and obligations by any acts or omissions of the Client. 8. Liability 8.1 This Clause 8 sets out the financial liability of IIP Northern Ireland delivered by UKCES (including liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the Client in respect of: (a) any breach of this agreement (b) any use made by the Client of the services; and (c) any representation, statement or act or omission(including negligence arising under or in connection of this agreement 8.2 All warranties and conditions and other terms implied by statute or common law, are to the fullest extent permitted by law, excluded by this agreement. 8.3 The Client acknowledges and accepts that where services are required to change to comply with UKCES guidelines or any other legal requirements, IIP Northern Ireland delivered by UKCES shall not be liable for breach under this Agreement. 8.4 IIP Northern Ireland delivered by UKCES shall not be liable for any act or omission of the practitioner. The practitioner is a suitably qualified individual who has been contracted by IIP Northern Ireland delivered by UKCES to deliver the services. Practitioners are required to hold both professional indemnity and public liability insurance while working with IIP clients. 8.5 Nothing in this agreement limits or excludes the liability of IIP Northern Ireland delivered by UKCES for: a) death or personal injury resulting from negligence; or b) any damage or liability incurred by the Client as a result of fraud, or fraudulent misinterpretation by IIP Northern Ireland delivered by UKCES 8.6 Subject to Clause 8.1 and Clause 8.2: IIP Northern Ireland delivered by UKCES shall not be liable for a) loss of profit; b) loss of business; c) depletion of goodwill and/or similar losses; d) loss of contract d) loss of corruption of data or information or

4 e) any special indirect, consequential or pure economic loss, costs, damages, charges or expenses; IIP Northern Ireland delivered by UKCES total liability in contract, (including negligence or breach of statutory duty), misinterpretation, restitution, or otherwise arising in connection with the performance of this agreement shall be limited to the Services Fee. 9 Force Majeure 9.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstance in question. 9.2 Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Agreement to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly. 10 Data protection 10.1 The Parties each warrant to the other that they have and will maintain all necessary data protection notifications and, in providing the other or third parties with information under the terms of this Contract, they will not be in breach of any security arrangements or in breach of the Data Protection Act 1998 and all subordinate legislation under that Act, including all applicable data protection principles. 11 Entire Agreement 11.1 This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject manner Each Party acknowledges that in entering into this Contract it has not relied upon any representation, inducement promise or agreement, whether oral, written or otherwise made by or on behalf of the other Party and which has not been incorporated within or specifically referred to in this Contract, and that no other agreement, statement or promise not contained in this Contract shall be valid or binding. 12 Governed Law and Jurisdiction 12.1 This Contract shall be governed and construed in accordance with the Laws of England and Wales The Parties hereby submit to the exclusive jurisdiction and procedure of the English Courts. 13 Notice 13.1 Any notice to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by first class post, registered post or facsimile or other electronic media to a party at the address or relevant telecommunication number for such party or such other address as the party may from time to time designate by written notice to the other Any notice or other document shall be deemed to have been received by the addressee two working days following the date of despatch of the notice or other document by post or, where the notice or other document is sent by hand or is given by facsimile or other electronic media simultaneously with the delivery or transmission. 14 Accreditation 14.1 On successful achievement of accreditation the client is required to uphold the Conditions of Recognition for the duration that they are accredited. 15 Confidentiality 15.1 All information, documentation and tools in any format whatsoever will be used only in relation to IIP support and accreditation. Both parties agree that any information not in the public domain will remain confidential in perpetuity For added assurance the client may wish to put in place a confidentiality agreement with the chosen practitioner.

5 16 Disclaimer 16.1 Notwithstanding the scope of this engagement, responsibility for management decisions will remain with the directors of the Company and not with IIP Northern Ireland delivered by UKCES. The directors should perform a credible review of recommendations and options allowing them to determine which to implement following our advice.