Tconsult Business Solutions
Terms and Conditions
Applicability
1. These general terms and conditions shall apply only to work undertaken directly by Tconsult Business Solutions (“Tconsult”) of 21 The Embankment, Bedford, MK40 3PD, United Kingdom for the customer (“Client”). Any departures from these terms and conditions shall only apply if and to the extent they are expressly confirmed in writing by Tconsult to the Client.
2. If any clause in these general terms and conditions or in the contract is invalid or is held to be invalid, the remainder of the contract shall remain in force to the extent possible and the invalid clause shall be replaced forthwith in consultation between the parties by a clause which reflects the intent of the original clause as closely as possible.
3. Where goods or services are provided by a Third Party, the Terms and Conditions governing the Third Party contract with the Client will apply.
Data and information
4. The Client shall supply Tconsult with all requested data and information in the form and manner indicated by Tconsult.
5. Tconsult shall only be obliged to perform or to continue to provide further services if and when any additional costs incurred due to the failure of Client to promptly and properly supply the requested data or information are settled by the Client.
6. The Client shall inform Tconsult of all facts and circumstances which may be of importance to the scope of engagement.
7. The Client warrants the accuracy, completeness and reliability of the data and information supplied by it or on its behalf to Tconsult.
Performance of services
8. Tconsult shall determine in what manner and by which person(s) the services shall be performed, thereby taking into account, as much as possible, any wishes expressed by Client.
9. Tconsult shall carry out the work to the best of its ability and with due professional care, but however does not guarantee the achievement of any intended results.
10. Dates by which work must be completed shall only be regarded as deadlines whose non-observance constitutes a default if expressly agreed in writing.
11. The Client shall not be entitled to rescind the contract if and when an agreed deadline is exceeded, unless (i) Tconsult also fails to perform its contractual obligations within a reasonable period notified to it in writing upon the lapse of the original deadline; (ii) it is evident that the performance of the contract will be permanently impossible.
Intellectual property rights
12. Tconsult shall be entitled to any and all intellectual property rights developed or used by it during the performance of the assignment, including any advice, opinions, working methods, (model) contracts, systems, system designs and computer programs, save insofar as third parties are entitled to such intellectual property rights.
Confidentiality
13. Tconsult shall not disclose data and information supplied by or on behalf of the Client to third parties who are not involved in the performance of the assignment. This obligation shall not apply insofar as Tconsult has a legal or professional obligation to disclose such information or the Client has released Tconsult from its obligation of confidentiality.
14. In the event that Tconsult, or one of its partners, agents, contractors or employees, is acting on its own behalf in disciplinary, civil or criminal proceedings, it shall be entitled to use the data and information supplied by or on behalf of the Client as well as any other data and information which have come to Tconsult’s notice in the course of the engagement, provided such use may be of interest in their reasonable opinion.
15. Without the express prior written permission of Tconsult, the Client shall not disclose or make available to third parties in any other way, any report, advice, opinions of or other statements made by Tconsult, whether or not in writing, unless (i) such action arises directly from the contract or is effected to obtain an expert opinion on the work performed by Tconsult, or (ii) the Client has a legal or professional obligation to disclose the data concerned or (iii) the Client, or any of its directors or employees, is acting on its own behalf in disciplinary, civil or criminal proceedings.
Fees
16. In respect of advisory work, the Client shall pay a fee to Tconsult and reimburse costs incurred in accordance with Tconsult’s rates, methods of calculation and working methods.
17. Unless otherwise stated, all prices quoted are subject to VAT.
Payment
18. Unless agreed in writing, settlement of invoices is due within 7 days of the invoice date. Payment shall be made in Pounds Sterling, without any deduction, discount or set-off.
19. Advance payments may be required on acceptance of an order, failing which Tconsult shall be entitled to suspend the performance of its obligations.
20. Accepted payments methods are cheque, cash and direct transfer to the bank or giro account stated on the invoice.
21. Late payments and cheques returned from the bank will be subject to interest at 2% per part or whole month and overdue administration charges of £10 per month. Any extra-judicial costs incurred by Tconsult in connection with the collection of any amounts owed by the Client shall be borne by the Client.
Sale of Goods
22. Goods sold are not returnable. In some cases, Tconsult may at it sole discretion accept returned goods but they must be in the same original condition as received and within 7 days of delivery. In such cases, handling and administration charges will apply.
23. Unless otherwise stated, new goods will be covered by normal manufacturer’s warranty.
24. The Client is required to inspect the goods upon receipt and inform Tconsult of short delivery or damages at the time of delivery. Claims for short delivery or damaged-on-arrival must be made in writing within 7 days of delivery.
25. Legal or equitable title to the goods shall pass to the Client only upon full payment of the invoiced amounts and credited into Tconsult’s bank account.
26. The Client acknowledges that Tconsult has absolute rights to any goods or other monies until a valid and full payment has been made.
27. The Client acknowledges that Tconsult may enter upon any premises where unpaid goods are stored, or are reasonably thought to be stored, for the purposes of repossession.
28. Tconsult are not responsible for any additional charges or loss arising from late delivery of goods or services.
29. It shall remain the sole responsibility of the Client to properly train and manage staff, use and maintain equipment or services in accordance with good practice.
Website disclaimer
30. While Tconsult has made every attempt to ensure that the information contained in Tconsult’s web site (www.tconsult.biz) has been obtained from reliable sources, Tconsult is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information in this Site is provided "as is", with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. In no event will Tconsult or its partners, contractors, agents or employees be liable for any decision made or action taken in reliance on the information in this Site or for any consequential, special or similar damages, even if advised of the possibility of such damages.
31. Certain links on Tconsult’s site may connect to other websites maintained by third parties over whom Tconsult has no control. Tconsult is not responsible for the content of any connected website and expressly disclaims all and any liability and responsibility to any person in respect of the use of material provided on such website.
Complaints
32. In the event of dissatisfaction the Operations Manager at Tconsult must be informed in writing of any complaints concerning work performed or fees charged within thirty 30 days of the date of dispatch of the documents or information on which such complaints are based or, in case the Client shall prove that it could not reasonably have discovered the shortcoming earlier, within thirty 30 days after discovery thereof, failing which the Client shall forfeit any and all claims relating thereto.
33. A complaint shall not entitle the Client to suspend its payment obligations, unless Tconsult has informed Client that it considers the complaint to be justified.
34. In the event of a justified complaint Tconsult shall have the right, at its own discretion, to adapt the fees charged, rectify the shortcoming free of charge, again perform the assignment concerned, or to cancel the performance of the assignment, in part or in full, or offer a proportional refund of fees paid by the Client.
Liability
35. Tconsult provides advisory and support services to assist management in making operational decisions. Any advice or recommendations will have been given by Tconsult after undertaking proper care and diligence in relation to the information furnished, business requirements, available technologies, supplier assessments and commercial considerations. Given the dynamic nature of the telecommunications, IT and related services industries, Tconsult, its partners, staff, agents or employees accept no liability whatsoever in connection with this advice or management support. All decisions taken will be at the sole responsibility of the Client’s management.
36. The Client shall hold harmless and indemnify Tconsult against all claims from third parties, including but not limited to shareholders, directors, supervisory directors and employees of the Client as well as affiliated legal entities and companies and third parties involved in the organisation of Client, arising from or in connection with the work performed by Tconsult for the Client.
Choice of law, disputes
37. All contracts between Client and Tconsult shall be exclusively governed by English law.
38. Notwithstanding the above, the Client and Tconsult may jointly choose a different manner of dispute settlement.
Dated: 6th June 2008