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Conditions of Use & Sale

Welcome to ThePassionGroup.co.uk. This website is operated by The Passion Group Limited (referred to as "Passion Group/Passion/we/our/us"). As user of this website (referred to as "you/your") you acknowledge that any use of this website including any transactions you make is subject to our general terms and condition below, which, where you are a business customer, also incorporate the additional conditions contained within our Standard Terms and Conditions for Sale of Goods, 2006 Edition for Business to Business sales, (which shall take precedence over the General Terms and Conditions) and, for all customers, incorporate all other important hyperlinked sections e.g. Refunds Policy, Privacy Policy.

Please read these conditions carefully before using the ThePassionGroup.co.uk website, and print a copy for your reference. In addition, when you use any current or future ThePassionGroup.co.uk service, you will also be subject to the guidelines and conditions applicable to that service, and in particular you should be aware of the following terms and conditions: Terms and Conditions of Business for the Provision of Consultancy Services, 2006 Edition.

General

  • We reserve the right to change these terms and conditions at any time. Any such changes will take effect when posted on the website (see date at the top) and it is your responsibility to read the terms and conditions on each occasion you use this website and your continued use of the website shall signify your acceptance to be bound by the latest terms and conditions.
  • If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use this website.

General Terms and Conditions

Conditions Relating to Your Use of ThePassionGroup.co.uk

  • 1. Your Account

    If you use the website, you are responsible for maintaining the confidentiality of your account and password (where applicable) and for restricting access to your computer to prevent unauthorised access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

    Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering. You can access and update much of the information you provided us with in the Your Account area of the website.

    ThePassionGroup.co.uk reserves the right to refuse access to the website, terminate accounts, remove or edit content, or cancel orders at our discretion. If we cancel an order, it will be without charge to you.

  • 2. Privacy

    Please review our Privacy Notice, which also governs your visit to ThePassionGroup.co.uk, to understand our practices.

  • 3. Access to ThePassionGroup.co.uk

    We will do our utmost to ensure that availability of the website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to the website may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.

  • 4. Intellectual Property

    You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all materials and/or content made available as part of your use of this website shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorised by us or our licensors.

    You acknowledge and agree that the material and content contained within this website is made available for your personal non-commercial use only and that you may only download such material and content for the purpose of using this website. You further acknowledge that any other use of the material and content of this website is strictly prohibited and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.

  • 5. Your conduct

    You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way.

    You understand that you, and not ThePassionGroup.co.uk, are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only.

    You will indemnify us against all losses, liabilities, costs and expenses reasonably suffered or incurred by us, all damages awarded against us under any judgment by a court of competent jurisdiction and all settlements sums paid by us as a result of any settlement agreed by us arising out or in connection with:

    • any claim by any third party that the use of the ThePassionGroup.co.uk Site by you is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;
    • any claim by any third party that the use of the ThePassionGroup.co.uk Site by you infringes that third party's copyright or other intellectual property rights of whatever nature; and
    • any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the ThePassionGroup.co.uk Site by you.

  • 7. Trademarks

    The Passion Group, the Passion logo and other marks indicated on our website are trademarks or registered trademarks of The Passion Group Limited, or its subsidiaries (collectively "Passion"), in the European Union and/or other jurisdictions. ThePassionGroup.co.uk 's graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of Passion. Passion's trademarks and trade dress may not be used in connection with any product or service that is not Passion's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Passion. All other trademarks not owned by Passion that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Passion.

  • Conditions Relating to the Sale of Products to You

    This section deals with conditions relating to the sale of products by ThePassionGroup.co.uk to you.

  • 8. Our contract

    When you place an order to purchase a product from ThePassionGroup.co.uk, we will send you an e-mail confirming receipt of your order and containing the details of your order. An invoice will then be sent out, in accordance with clause 9 below. Your order represents an offer to us to purchase a product which is accepted by us when we despatch the product(s) to you.

  • 9. Payment

    An invoice will be sent out upon receipt of your order. Payment should be made by cash, or by cheque made out to "The Passion Group Limited", within 7 days of the date of the invoice. Goods will not be despatched until payment is received. You have a maximum of 28 days from the date of the invoice within which to make your payment, failing which a new order must be submitted.

    Our liability to you in connection with any order will not exceed the total price charged for the relevant items.

    For purchases made by business customers via other means, please refer to the relevant section of Passion's Standard Terms and Conditions for Sale of Goods, 2006 Edition for Business to Business sales.

  • 10. Returns

    Please review our Returns Policy, which applies to products purchased from us. Non-business customers in the European Union are entitled to a statutory cooling-off period of seven business days.

  • 11. Pricing and availability

    Please note that despatch estimates are just that. They are not guaranteed despatch times and should not be relied upon as such. As we process your order, we will inform you by e-mail if any products you order turn out to be unavailable.

    The prices payable for the items that you order are clearly set out in the web site. If, by mistake, we have under-priced an item, we will not be liable to supply that item to you at the stated price, provided that we notify you before we despatch the item concerned. All prices are expressed exclusive of any VAT payable unless otherwise stated. The price of the items does not include the delivery charge which will be charged at the rates applicable at the date you place your order and which will be displayed in the 'Pricing and Ordering' section of the web site.

  • 12. Customs

    When ordering goods from ThePassionGroup.co.uk for delivery overseas you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you; we have no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country, so you should contact your local customs office for further information. Additionally, please note that when ordering from ThePassionGroup.co.uk, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the goods. Your privacy is important to us and we know that you care about how information about your order is used and shared. We would like our international customers and customers despatching products internationally to be aware that cross-border deliveries are subject to opening and inspection by customs authorities.

  • Conditions Relating to Both Your Use of ThePassionGroup.co.uk and Sales to You

  • 13. Children

    ThePassionGroup.co.uk does not sell products for purchase by children. If you are under 18, you may use ThePassionGroup.co.uk only with the involvement of a parent or guardian.

  • 14. Electronic communications

    When you visit ThePassionGroup.co.uk or send e-mails to us, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on the website. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

  • 15. Losses

    To the full extent allowed by applicable law, you agree that we will not be liable to you/or any third party for any consequential or incidental damages (including but not limited to loss of revenue, loss of profits, loss of anticipated savings, wasted expenditure, loss of privacy and loss of data) or any other indirect, special or punitive damages whatsoever that arise out of or are related to your use of ThePassionGroup.co.uk.

    ThePassionGroup.co.uk is provided without any warranties or guarantees. You must bear the risks associated with the use of the Internet.

    We do not accept liability in connection with the following:

    • incompatibility of ThePassionGroup.co.uk with any of your equipment, software or telecommunications links
    • technical problems including errors or interruptions of the ThePassionGroup.co.uk Site
    • unsuitability, unreliability or inaccuracy of ThePassionGroup.co.uk
    • inadequacy of ThePassionGroup.co.uk to meet your requirements

    ThePassionGroup.co.uk does not limit in any way our liability by law for death or personal injury caused from our negligence or breach of duty.

  • 16. Severability

    If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

  • 17. Our details

    ThePassionGroup.co.uk is owned and operated by The Passion Group Limited.

    For the ThePassionGroup.co.uk website:

    The Passion Group Limited
    1 Folly Lane
    Bramham
    Leeds
    LS23 6RZ

    VAT Reg. No. GB 859 5542 77

    You can contact us by visiting www.thepassiongroup.co.uk/contact/

RETURNS POLICY

Our 14-day returns guarantee means that if for any reason you are unhappy with your purchase, you can return it to us in its original condition within 14 days of the date you received the item, unopened (with any seals and shrink-wrap intact) and we will issue a full refund for the price you paid for the item. We can only accept the return of opened items if they are faulty.

We are unable to exchange items that are not damaged, defective or incorrect.

PRIVACY POLICY

The Passion Group Limited and its affiliates (Passion) is committed to protecting your privacy. This Privacy Policy explains our data processing practices and your options regarding the ways in which your personal data is used. If you have any requests concerning your personal information or any queries with regard to our processing please contact us at info@thepassiongroup.co.uk.

Information collected

Passion collects the details provided by you on registration together with information we learn about you from your use of our service and your visits to our web site and other sites accessible from them. We also collect information about the transactions you undertake including details of payment cards used.

We may collect additional information in connection with your participation in any promotions or competitions offered by us and information you provide when giving us feedback or completing profile forms. We also monitor customer traffic patterns and site use which enables us to improve the service we provide.

Use of your information and your preferences

We will use your information to provide and personalise our service. We will also use your contact details to communicate with you. We may use your information to send you offers and news about Passion products and services or those of other carefully selected companies which we think may be of interest to you. We may contact you by post, email, telephone or fax for these purposes.

If you do not want to receive commercial communications from us, please email us at info@thepassiongroup.co.uk.

We like to hear your views to help us improve our service. From time to time, we may contact you by post, email, telephone or fax to ask your opinions. Again, if you do not want to be contacted for this purpose, please email us at info@thepassiongroup.co.uk.

Please note that there may be instances where it may be necessary for us to communicate with you, in any event, for administrative or operational reasons relating to our service.

Disclosures of your information

Your information may be passed to and used by all Passion companies. We will never pass your personal data to anyone else, except for any successors in title to our business and suppliers that process data on our behalf both in the UK and abroad. We may also use and disclose information in aggregate (so that no individual customers are identified) for marketing and strategic development purposes.

Other web sites

Our web site may contain links to other web sites which are outside our control and are not covered by this Privacy Policy. If you access other sites using the links provided, the operators of these sites may collect information from you which will be used by them in accordance with their privacy policy, which may differ from ours.

Cookies

"Cookies" are small pieces of information sent by a web server to a web browser, which enables the server to collect information from the browser. You can find out more about the way cookies work on http://www.cookiecentral.com. Passion may use cookies for a number of purposes, for instance to enable us to simplify the logging on process for registered users, to help ensure the security and authenticity of registered users, to provide the mechanisms for online shopping and to enable traffic monitoring.

Non-registered visitors of the site may be sent anonymous cookies to keep track of their browsing patterns and build up a demographic profile. In addition, any visitor who has clicked on a ThePassionGroup.co.uk advertisement on another site that links to ThePassionGroup.co.uk may be sent a semi-persistent (e.g. two weeks lifetime) anonymous cookie that will allow us to analyse advertising effectiveness and manage our relationship with affiliate sites.

Whilst you do not need to allow your browser to accept cookies in order to browse much of our web site or to access many of our services, you may need to have cookies enabled if you wish to shop online.

Most browsers allow you to turn off the cookie function. If you want to know how to do this please look at the help menu on your browser. As described above this will restrict the online Passion services you can use.

Access rights

You have a right to access the personal data that is held about you. To obtain a copy of the personal information Passion holds about you, please write to us at the following address: Privacy Officer, The Passion Group Limited, 1 Folly Lane, Bramham, Leeds, LS23 6RZ enclosing your postal details and a cheque for £10 payable to The Passion Group Limited.

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS 2006 EDITION FOR BUSINESS TO BUSINESS SALES

  • 1. DEFINITIONS

    In this document the following words shall have the following meanings:

    • 1.1 "Buyer" means the organisation or person who buys Goods from the Seller;
    • 1.2 "Goods" means the articles to be supplied to the Buyer by the Seller;
    • 1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
    • 1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;
    • 1.5 "Seller" means The Passion Group Limited of 1 Folly Lane, Bramham, Leeds, LS23 6RZ.

  • 2. GENERAL

    • 2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
    • 2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

  • 3. PRICE AND PAYMENT

    • 3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer.
    • 3.2 Payment of the price and VAT and any other applicable costs shall be due within 7 days of the date of the invoice supplied by the Seller. Products will not be despatched until payment is made to the Seller, unless the Seller agrees otherwise.
    • 3.3 If the Product(s) has/have been despatched before the Buyer has paid the relevant invoice(s) in full, the Seller shall be entitled to charge interest on overdue invoice(s) from the date when payment becomes due, from day to day, until the date of payment, calculated at a rate of 4.00% per annum above the base rate of the Bank of England.
    • 3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
      • 3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
      • 3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
      • 3.4.3 terminate the contract.

  • 4. DESCRIPTION

    Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

  • 5. SAMPLE

    Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

  • 6. DELIVERY

    • 6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
    • 6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
    • 6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
    • 6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.

  • 7. RISK

    Risk in the Goods shall pass to the Buyer at the moment the Goods are despatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

  • 8. TITLE

    Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

  • 9. WARRANTY

    • 9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 3 months from the date of delivery, subject to the following conditions:
      • 9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
      • 9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller
    • 9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
    • 9.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
    • 9.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
    • 9.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.

  • 10. LIABILITY

    • 10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
      • 10.1.1 the correspondence of the Goods with any description;
      • 10.1.2 the quality of the Goods; or
      • 10.1.3 the fitness of the Goods for any purpose whatsoever.
    • 10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
      • 10.2.1 the correspondence of the Goods with any description;
      • 10.2.2 the quality of the Goods; or
      • 10.2.3 the fitness of the Goods for any purpose whatsoever.
    • 10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
    • 10.4 The Seller shall not be liable to the Buyer for the following losses:
      • 10.4.1 loss of profit;
      • 10.4.2 special losses;
      • 10.4.3 financial losses or damage;
      • 10.4.4 indirect loss or damage,

      even where such losses were reasonably in the contemplation of the parties when entering into the contract.

  • 11. LIMITATION OF LIABILITY

    • 11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
    • 11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

  • 12. INTELLECTUAL PROPERTY RIGHTS

    All Intellectual Property Rights already in existence in relation to the Goods remain vested in the Seller, or when they are produced from or arise as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

  • 13. FORCE MAJEURE

    The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, acts of terrorism, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

  • 14. RELATIONSHIP OF PARTIES

    Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

  • 15. ASSIGNMENT AND SUB-CONTRACTING

    The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

  • 16. WAIVER

    The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

  • 17. SEVERABILITY

    If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

  • 18. GOVERNING LAW AND JURISDICTION

    This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

TERMS AND CONDITIONS RELATING TO THE PROVISION OF CONSULTANCY SERVICES BY PASSION GROUP LIMITED (2006 Edition)

  • 1. Definitions and Interpretation

    • "Assignment" means the Assignment referred to in the Terms of Engagement
    • "Consultant" means The Passion Group Limited
    • "Contract" means the agreement between the parties, the terms of which are set out in this document and the Terms of Engagement
    • "Client" means the legal person referred to in the Terms of Reference as contracting with the Consultant for the duration of the Assignment
    • "Terms of Reference" means the Terms of Reference referred to in the Terms of Engagement
    • "Terms of Engagement" means the written terms of agreement between the Client and the Consultant that incorporate these terms

    Headings contained in this agreement are for reference purposes only and should not be incorporated into this agreement, and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

  • 2. Assignment and Terms of Reference

    • 2.1 The Consultant agrees to carry out the Assignment in accordance with the Terms of Reference and it is agreed that time is not of the essence.
    • 2.2 The Client agrees to cooperate with the Consultant in the performance of the Consultant's services and to give such support, facilities and information as may reasonably be required. If the Client fails to carry out the duties necessary for the Assignment to proceed, the Consultant will not be held liable for any subsequent delay in completion.

  • 3. Charges and Payment

    • 3.1 The Client agrees to pay the charges and expenses in accordance with the provisions of the Terms of Engagement.
    • 3.2 All sums due from the Client which are not paid on the due date (without prejudice to the rights of the Consultant under these terms) shall bear interest from day to day at the same annual rate as is prescribed from time to time pursuant to section 6 of the Late Payment of Commercial Debts (Interest) Act 1998, with a minimum rate of 10% per annum.
    • 3.3 If an interim invoice remains unpaid for a period of more than twenty one days from the invoice date the entire contract price becomes immediately payable.
    • 3.4 During any period in which payments from the Client are overdue, the obligations of the Consultant may be suspended.

  • 4. Confidentiality

    • 4.1 The Consultant’s employees are prohibited from divulging to any person any confidential information relating to the business or personal affairs of the Client, other than to sub-contractors who have signed an appropriate confidentiality agreement or others where the Client has expressly or impliedly consented to the disclosure.

  • 5. Reports and Liability

    • 5.1 All reports prepared by the Consultant remain, at all times, the property of the Consultant, and are only made available with such restrictions as to their use and publications as are laid down, either in the proposal letter, in formal correspondence or in the report itself. Irrespective of the scope or content of such restrictions, the Consultant will not be liable for any losses arising or alleged to arise by reason of acting upon the Consultant’s report or any recommendation made in it. In consequence, no statement in any proposal, report or letter shall be treated as a representation or undertaking.
    • 5.2 Except in respect of death or personal injury caused by the Consultant’s negligence the Consultant shall not be liable to the Client or a third party by reason of:
      • 5.2.1 negligence;
      • 5.2.2 any representation (unless fraudulent);
      • 5.2.3 any implied or express warranty, implied condition or implied term;
      • 5.2.4 any statement in any proposal report or letter;
      • 5.2.5 any duty at common law under the express terms of the Contract.
    • 5.3 Liability is excluded for the following:
      • 5.3.1 damage to tangible property;
      • 5.3.2 personal injury (so far as not caused by the Consultant's negligence);
      • 5.3.3 economic loss in all respects, including but not limited to the following types:
        • 5.3.3.1 loss of profit;
        • 5.3.3.2 special losses;
        • 5.3.3.3 financial losses or damage;
        • 5.3.3.4 indirect loss or damage;
      • 5.3.4 costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Consultant, its employees or agents or otherwise) which arise out of or in connection with the Contract or the performance of the Assignment.
    • 5.4 The entire liability of the Consultant under or in connection with the Contract shall not exceed the Contract price/£5,000, whichever is the smaller.
    • 5.5 The Consultant shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Consultant's obligations in relation to the Assignment, if the delay or failure was due to any cause beyond the Consultant's reasonable control.

  • 6. Intellectual Property and the Consultant's outputs, materials and information

    • 6.1 The Consultant undertakes not to cause or permit anything which may damage or endanger the intellectual property of the Client or the Client's title to it, or assist or allow others to do so.
    • 6.2 All intellectual property rights including copyright which are capable of existing in any documents, computer software or information or (without limit) other materials created or provided pursuant to the Contract by the Consultant shall be and remain the Consultant's property.
    • 6.3 The Client undertakes to keep all materials, documents and information provided to it by the Consultant confidential to itself and its employees, and not to distribute any product of the services provided hereunder to any third party without the Consultant's prior written consent.
    • 6.4 Any materials produced or supplied to the Client by the Consultant in which intellectual property rights are capable of subsisting shall be licensed to the Client for internal use only in connection with the purposes of the terms of reference and such licence shall forthwith terminate if notice is given by the Consultant terminating the Contract pursuant to clause 9.7.
    • 6.5 The Client and the Consultant undertake with each other not during the course of this contract to infringe the intellectual property rights of any third party.

  • 7. Consultant's references to the Client

    • 7.1 Subject to clause 4 (Confidentiality) the Consultant shall be entitled to refer to its provision of services to the Client for any purpose in connection with the Consultant's business provided that, prior to any published reference to the Client, the Consultant shall give the Client an opportunity to object to such reference, and, in the event of objection upon reasonable grounds, shall not refer to the Client as proposed.

  • 8. Recruitment of the Consultant's Staff

    • 8.1 The Client undertakes that it (including for this purpose any subsidiary or associated company) or any person connected with it will not directly or indirectly recruit as an employee, or engage as an independent contractor, any person employed or so engaged by the Consultant in connection with the services provided hereunder, for a period of twelve months after such person last provided services to the Client.

  • 9. Miscellaneous

    • 9.1 Entire agreement

      Each party acknowledges that the Contract (as varied) contains all the terms of the agreement between the parties and that it has not relied upon any oral or written representations made to it by the other, or its employees or agents, and has made its own independent investigations into all matters relevant to it.

    • 9.2 Force Majeure

      Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive regulations or if any other cause beyond the reasonable control of the parties or either of them renders the performance of the contract between the Consultant and the Client impossible.

    • 9.3 Governing Law

      • 9.3.1 The contract between the Client and the Consultant shall be governed by and construed in all respects in accordance with the laws of England and Wales, and the Client agrees to submit to the non-exclusive jurisdiction of the English courts, except for contracts in Scotland where the Laws of Scotland will apply.
      • 9.3.2 The submission by the parties to such jurisdiction shall not limit the right of the Consultant to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.

    • 9.4 Notices

      Any notice to be served on either of the parties by the other shall be sent by recorded delivery to the address of the relevant party set out in the Terms of Agreement and shall be deemed to have been received by the addressee within 72 hours of posting.

    • 9.5 Set-off

      The Client shall not be entitled to withhold payment of any sum otherwise payable to the Consultant by reason of any claim, set-off or for damages in relation hereto.

    • 9.6 Sub-contract

      The Consultant shall be entitled to sub-contract any of its rights or duties under this agreement but will consult with the Client where such sub-contracting would materially affect the corresponding rights or duties of the Client.

    • 9.7 Termination

      The Consultant may, without prejudice to any other rights, terminate the contract by giving notice in writing to the Client if:

      • 9.7.1 the Client commits any breach of any of the terms and conditions of the Contract, and, after receiving written notice from the Client that refers to this clause, which specifies the breach with full particulars and indicates how the breach is to be remedied and what is in the Client's opinion a reasonable time for remedy, the Client fails to remedy the breach; or
      • 9.7.2 there is a levying of distress or execution against the Client or the making by it of any composition or arrangement with creditors, or the presentation of a petition for the Client's liquidation or bankruptcy, or administration or the appointment of a receiver over any part of the Client's assets; or
      • 9.7.3 the Client does or permits any act by which the Consultant's rights in any intellectual property may be prejudiced or put in jeopardy.

    • 9.8 Third Party Rights

      No term of the Contract shall be enforceable by a third party (being any person other than the parties).

    • 9.9 Waiver

      Failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.

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