TERMS AND CONDITIONS OF BUSINESS OF GRITSTONE PROJECT MANAGEMENT LIMITED
1 DEFINITIONS
The following expressions shall have the following meanings:
1.1 “Project Manager” means Gritstone Project Management Ltd., of 17 Lily Crescent, Jesmond, Newcastle upon Tyne, NE2 2SP;
1.2 “Client” means any person who purchases Products and/or Services from the Project Manager;
1.3 “Products” means any materials sold or delivered by the Project Manager to the Client;
1.4 “Proposal” means a quotation or other similar document from the Project Manager describing the Services or Products;
1.5 “Services” means the project management services as described in the Proposal;
1.6 “Terms and Conditions” means the terms and conditions of supply of Products and/or Services as set out in this document and any subsequent terms and conditions agreed in writing by the Project Manager;
1.7 “Agreement” means the contract between the Project Manager and the Client for the provision of the Services incorporating these Terms and Conditions;
1.8 “Arbitrator” is the party nominated to resolve a dispute between the Project Manager and the Client.
2 GENERAL
2.1 These Terms and Conditions and the Proposal shall apply to the supply of Services by the Project Manager to the Client and shall supersede any other documentation or communication between parties. In the event of any contradiction between these two documents, the Terms and Conditions take precedence.
2.2 Any variation to these Terms and Conditions must be agreed in writing by the Project Manager.
2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Project Manager may be entitled in relation to the Services, by virtue of any statute, law or regulation.
3 PROPOSAL
3.1 The Proposal must be accepted by the Client in its entirety.
4 PRODUCTS AND/OR SERVICES AND DELIVERY
4.1 The Products and/or Services are as described in the Proposal.
4.2 Any variation to the Products and/or Services must be agreed by the Project Manager in writing.
4.3 The Services shall commence on the date agreed between the Parties and continue until the Services have been provided or delivered unless terminated according to the terms of this Agreement.
4.4 The Services shall be carried out at the place of work of the Project Manager or the Client or any other location that the Project Manager deems appropriate.
4.5 Dates given for the delivery of Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Agreement and the Project Manager shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.
5 PRICE AND PAYMENT
5.1 The price for the Products and/or Services is as specified in the Proposal.
5.2 The terms for payment are as specified in the Proposal.
5.3 All direct costs and expenses incurred by the Project Manager in connection with the provision of the Services will be charged to the Client at cost or according to standard charges as described in the Proposal and are payable by the Client on production of the appropriate receipts.
5.4 The Client must settle all payments for Products and/or Services within 14 days from the invoice date, unless otherwise agreed in writing.
5.5 The Client will pay interest on all late payments at a rate of 8% per annum above the base lending rate of Lloyds Banking Group PLC.
5.6 The Project Manager is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Project Manager is late.
5.7 The Client is not entitled to withhold any monies due to the Project Manager.
5.8 The Project Manager is entitled to vary the price to take account of:
5.8.1 any additional Products and/or Services requested by the Client which were not included in the original Proposal;
5.8.2 any additional work required to complete the Services which was not anticipated at the time of the Proposal;
5.8.3 any reasonable increase in hourly rate, if applicable; and any variation must be communicated to the Client in writing by the Project Manager in advance.
5.9 The Project Manager shall be responsible for the payment of National Insurance contributions as a self-employed person and for the payment of any Income Tax, or other liabilities arising out of remuneration for providing the Services.
6 CLIENT OBLIGATIONS
6.1 The Client agrees to cooperate with the Project Manager and shall provide any support, information and facilities to the Project Manager as may be required.
7 PROJECT MANAGER OBLIGATIONS
7.1 The Project Manager shall supply the Products and/or Services as specified in the Proposal.
7.2 The Project Manager shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.
7.3 The Project Manager shall use his best endeavours to select appropriate third parties to carry out work on behalf of the Client. Engagement of such third parties may either be made by the Client directly or by the Project Manager on behalf of the Client. For the avoidance of doubt, no such third party is considered an employee, worker or agent of the Project Manager.
8 CONFIDENTIALITY
8.1 The Project Manager shall keep secret and confidential all information relating to the business or affairs of the Client, the Clients’ subsidiaries and the Clients’ customers other than that information necessary for the purpose of performing the Services, subject to notifying the Client before making any such disclosure.
9 TERMINATION
9.1 The Agreement shall continue until the Services have been provided in terms of the Proposal or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions
9.2 The Client may terminate the Agreement at any time. For the avoidance of doubt, the Client shall remain liable for any fees and expenses accrued up to the date of termination including the costs incurred by the Project Manager in ordering any products or services from third parties, even if the products or services have not yet been delivered.
9.3 The Project Manager may terminate the Agreement on four weeks’ notice in writing or if the Client has failed to make over any payment due within 14 days of the sum being requested.
9.4 If the Project Manager is unable to provide the Services as a result of a personal emergency, including but not limited to illness or injury, he shall advise the Client as soon as reasonably practicable and, for the avoidance of doubt, no fee shall be charged for any period in which the Services are not provided.
9.5 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
10 ARBITRATION
10.1 Any dispute arising under this Agreement will be referred to and decided by the Arbitrator.
10.2 The Arbitrator will be appointed by application to ACAS.
10.3 A party wishing to refer a dispute to the Arbitrator shall advise the other party of this intention in writing at any time during the term of this Agreement. The dispute must then be referred to the Arbitrator within seven (7) days of this intention being intimated.
10.4 The Arbitrator shall act impartially and be free to take the initiative in ascertaining the facts and the law. The Arbitrator must reach a decision within twenty-eight (28) days of referral or such longer period as the parties may agree.
10.5 During the period of arbitration both parties must continue with their obligations as stated in this Agreement.
10.6 The decision of the Arbitrator is binding on both parties unless and until revised by legal proceedings or agreement by both parties.
11 WARRANTY
Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
12 LIMITATION OF LIABILITY
12.1 The Project Manager shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, including but not limited to any third party death or personal injury, as a result of any negligence, breach of contract, misrepresentation or otherwise.
12.2 Notwithstanding the exclusion in clause 13.1, the Project Manager shall not be liable for any direct loss or damage suffered by the Client howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Project Manager in the insurance year in which the Clients claim is first notified.
12.3 The Project Manager accepts no responsibility for the quality or performance of any services or products of any third party, including but not limited to any person engaged by the Project Manager on behalf of the Client. The Project Manager shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any such third party appointed.
13 INDEMNITY
The Client shall indemnify the Project Manager against all claims, costs and expenses which the Project Manager may incur and which arise directly or indirectly from the Clients breach of any of its obligations under these Terms and Conditions.
14 FORCE MAJEURE
Neither party shall 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, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
15 ASSIGNMENT
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement.
16 RELATIONSHIP OF PARTIES
16.1 Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.
16.2 Nothing in the Agreement implies or creates an employment relationship between the Client and the Project Manager. For the avoidance of doubt, nothing in this Agreement shall prevent the Project Manager from being engaged, concerned or having any other interest in any other business, trade or occupation during the period of this engagement.
17 THIRD PARTY RIGHTS
Nothing in these Terms and Conditions intend to or confer any rights on a third party.
18 SEVERANCE
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.
19 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.
20 NOTICES
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
21 ENTIRE AGREEMENT
These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings.
22 GOVERNING LAW
These Terms and Conditions 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.