Standard Terms & Conditions
1. These Standard Terms and Conditions apply to the delivery of services including consultancy and research work (Services) by SME COFE pursuant to a Proposal enclosing these Standard Terms and Conditions. These Standard Terms and Conditions and the Proposal together with any other documents or other terms to which specific contractual reference is made in the Proposal constitute the Contract.
2. An estimate of SME COFE charges and expenses for the delivery of the Services is provided in the attached Proposal. This remains valid for the period stated in the Proposal or for thirty (30) days from the date of submission.
3. Invoices for Services delivered plus related expenses shall be submitted by SME COFE at fixed stages as specified in the Proposal. Invoices are payable together with value added tax within fourteen (14) days of the invoice date, unless otherwise stated, without right of set-off or counterclaim statutory or otherwise. SME COFE reserves its right to claim interest on late payments in accordance with existing legislation.
4. SME COFE may terminate the Contract and discontinue work if the Client: (a) fails to make payment in accordance with the Contract; or (b) summons a meeting of its creditors, suffers a proposal for voluntary arrangement, becomes subject to any voluntary arrangement, becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over its assets, undertakings or income, passes a resolution for its winding up (save for the purpose of a voluntary reconstruction or amalgamation), has a petition presented to any Court for its winding up or for the appointment of an administrator (save for the purpose of a voluntary reconstruction or amalgamation), has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under Section 425 Companies Act 1985 or becomes the subject of a notice to strike off the register at Companies House or for an administration order or has anything analogous to any of the foregoing occur in any other jurisdiction; or (c) is in breach of the Contract in a manner which is not capable of rectification or (where capable of rectification) which is not rectified within 14 days of written notice requiring its rectification. All sums owing at the time of such circumstances shall become immediately payable as a debt to SME COFE.
5. All conclusions, recommendations, and forecasts in the Proposal and any subsequent report, letter or communication, both verbal and written, are made in good faith and on the basis of the information available to SME COFE at that time whether from the Client or information which is in the public domain and the validity thereof will depend, amongst other factors, on the effective co-operation of the Client, and the Client's Staff. Hence, no condition, warranty or representation, express or implied, is given as to the results or performance obtained or to be obtained from the Services provided by SME COFE and the Client shall be responsible for the proper adaptation of SME COFE recommendations to the Client's own circumstances. SME COFE cannot warrant that the work will be outside the scope of any patent or registered design, and will not be liable to the Client for any loss or claim which is not reasonably foreseeable on acceptance of the Proposal. For any direct loss or damage suffered by the Client in contract or tort or under statute or otherwise, SME COFE liability shall be limited to the amount specified in the Proposal or, if no amount is specified, to the total amount that SME COFE would be entitled to under the Contract, except that such limit shall not apply to direct loss or damage caused by SME COFE fraud or relating to death or personal injury caused by SME COFE negligence.
6. SME COFE shall not be liable for any consequential or indirect loss (including without limitation lost or anticipated revenues or profits, pure economic loss and loss of business) suffered by the Client whether this loss arises from a breach of duty in contract or tort or in any other way (including loss arising from SME COFE negligence).
7. In order to protect the interest of Clients, all SME COFE Staff are employed under a Service Contract which specifically forbids the unauthorised disclosure of confidential information. SME COFE will use reasonable endeavours to keep confidential for two years from the date of its communication all information supplied by the Client which is defined and designated as confidential in writing at the time of its supply and the enforcement against a member of staff of the Terms of SME COFE Service Contract shall be deemed to be a full and sufficient discharge of its duties in this connection. However, this confidentiality shall not extend to any information already known to SME COFE prior to its disclosure by the Client or lawfully received from a third party, or any information already existing in the public domain at the date of its disclosure or which SME COFE is required to disclose pursuant to a statutory obligation.
8. It is a condition of acceptance of the attached Proposal and of the Contract arising there from that the Client will not recruit or employ either directly or indirectly either full or part-time any person who is employed by SME COFE on or in connection with the delivery of the Services without SME COFE’S prior consent in writing either during the Contract or for a period of one year from the completion thereof.
9. Title to all industrial or intellectual property, including know-how, patents and copyrights, that SME COFE possesses or develops as background knowledge remains the property of SME COFE. Title to all industrial or intellectual property arising directly from and relating directly to the Contract including know-how, patents and copyrights made directly by officers or employees of SME COFE remains the property of SME COFE until full payment of SME COFE fees have been made by the Client.
10. Reports submitted, and advice given by SME COFE are for the use of the Client within its business only and are not to be reproduced or disclosed to third parties without prior consent confirmed in writing by a duly authorised representative of SME COFE. SME COFE accepts no responsibility to the Client if the Client is sued by a third party to whom the Client has passed a report or advice.
11. For the avoidance of doubt, time shall not be of the essence, and SME COFE shall incur no liability to the Client in respect of any failure to deliver the Services or any part thereof by any date specified whether in the Proposal or otherwise. However, SME COFE shall employ reasonable endeavours to meet the milestones and schedules set out in the Proposal.
12. The Contract is personal to the parties to it and shall not be capable of assignment.
13. Any notice, demand or communication under the Contract shall be in writing and may be delivered by hand, post, facsimile, or e-mail, addressed to the recipient at the address stated in the Proposal or any other address (including a facsimile number or e-mail address) notified to the other party in writing for such purpose. The notice, demand or communication shall be deemed to have been duly served: (a) if delivered by hand, at the time of delivery; (b) if delivered by post, 48 hours after being posted or in the case of Airmail 14 days (excluding Saturdays, Sundays and public holidays) after being posted; (c) if delivered by facsimile, at the time of transmission; or (d) if delivered by e-mail, 24 hours after being mailed.
14. If part of the Contract is found by a Court or other competent authority to be void or unenforceable, such part shall be deleted, and the remaining parts shall continue in full force and effect.
15. Any waiver of any breach of, or default under, the Contract by a party shall not be deemed a waiver of any subsequent breach or default and shall in no way effect the other terms and conditions therein.
16. Nothing in the Contract shall create any rights in favour of any person pursuant to the Contracts (Right of Third Parties) Act 1999.
17. The Contract sets out the entire agreement and understanding between the parties in connection with the Services and supersedes any prior written or oral agreements, representations, or understandings between the parties in relation to the Services. For the avoidance of doubt any subsequent document containing terms and conditions shall be inapplicable unless agreed as a variation to the Contract in accordance with Clause 18 below.
18. No variation to the Contract shall be effective unless agreed in writing by duly authorised representatives of the parties. Such agreement may be delivered by hand, post, facsimile, or e-mail in accordance with Clause 13 above. Nothing in the Contract shall exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
19. SME COFE shall not be liable for any delay or failure to perform any of its obligations under the Contract insofar as the performance of such obligations is prevented by a force majeure event which is beyond its reasonable control.
20. Nothing contained within the terms of, and no action taken by SME COFE or the Client pursuant to, the Contract shall be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.
21. The Contract is governed in all respects by English Law and the Parties submit to the exclusive jurisdiction of the English Courts.