The following standard terms of business shall apply to consulting assignments carried out member companies (now or in the future) of the Sevitt Group ("Sevitt"). All work carried out in such assignments shall be subject to these terms except to the extent that they have been expressly modified by a particular proposal or offer letter signed by a director of Sevitt.
1. An estimate of Sevitt's fee charges and related expenses for assignments is provided in the related proposal and will remain valid for three months from the date of submission. Unless specifically or otherwise stated, the proposal is not to be construed as an offer to perform the assignment within a fixed time or at a fixed price.
a) Actual fee charges are calculated on a time-cost basis, on the hourly charge out rates then applicable and are subject to a minimum price scale.
b) The fee charge shall apply for all consultant time spent on the assignment, whether at Sevitt's premises, at the client's premises, or elsewhere.
c) Travelling time shall be charged at 40% of the applicable hourly charge out rate and unless specifically agreed or otherwise stated in the proposal, travel shall be charged on a time taken basis subject to a maximum of four hours each way.
d) Where fee charges are quoted at a daily rate, the normal working day will be seven hours; additional hours or part days will carry an appropriate proportional charge.
2. Expenses directly associated with the assignment will be re-charged at cost on the last day of the month in which the expenses have been incurred.
3. Except as otherwise stated in the proposal, all fee charges and related expenses may be invoiced monthly in arrears and are payable by electronic funds transfer, together with any applicable value added tax, within fourteen days thereof. Sevitt reserves the right to raise a charge for interest, at the applicable bank base rate, on any amounts outstanding beyond the due date.
4. Each proposal is produced solely for the purpose of describing the work Sevitt would undertake for the client if appointed to undertake the assignment. The copyright in such a proposal shall belong to Sevitt and, in the event that Sevitt is not appointed to undertake the assignment described within three months from the date of the proposal, Sevitt reserves the right to require the return of all copies of the proposal.
5. All surveys, forecasts and recommendations contained in Sevitt's reports are made in good faith and on the basis of the information available to Sevitt at the time of the assignment. Successful implementation of any such recommendations shall depend, among other things, on the effective co-operation of the client and the client's staff.
6. Neither Sevitt nor the client shall be liable in any way for failure or delay in performing their obligations under the agreement if such failure or delay is due to causes outside the reasonable control of the party in default.
7. Any advice given by Sevitt is in confidence and acceptance of a Sevitt proposal requires the client's commitment not to disclose confidential information made available to the client in the course of providing the consulting services. Sevitt directors and staff are under a legal obligation not to disclose confidential information belonging to clients and the benefit of this obligation shall extend to the client.
8. Sevitt shall retain all intellectual property rights in reports and other material (including bespoke software) prepared or developed in the course of the assignment. However, the client shall have the full right to use such material within its own organisation as it sees fit and only in accordance with Sevitt's (or other vendors) licencing restrictions.
9. The terms of this agreement shall be subject to and construed in accordance with the law of England and the English courts shall have the exclusive jurisdiction to hear any dispute connected with the assignment.