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All contracts for the provision of services or sale of products made by  Apricot Consulting Ltd are made under these Terms and Conditions of Contract to the exclusion of any other terms and conditions put forward by the customer unless otherwise agreed in writing by Apricot Consulting Ltd.

For the purposes of this document the term “Report” shall include all documents or information created or produced by Apricot Consulting Ltd in response to a request from a customer. “Training” shall include training courses, facilitation, workshops and seminars and the related reports, presentations and support material. The term “Customer” shall include any individual or organisation who has entered into a contract with Apricot Consulting Ltd for the supply of consultancy, products or training services or any combination of them.

Orders

Orders and bookings for any Apricot Consulting Ltd provided product or service are not accepted by Apricot Consulting Ltd until confirmed in writing by Apricot Consulting’s authorised representative. Once an order or booking has been accepted in writing by Apricot Consulting Ltd, cancellation terms apply. Apricot Consulting Ltd reserves the right not to accept any Customer order.

Confidentiality

Both parties are to take all reasonable steps to ensure that any documents or other materials and information which are supplied to the other party in the provision of the services and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the parties to those personnel who have a reasonable need to know of it.

Documents or other materials and information or copies of them will not be made available to any third parties, except as required for the performance of the contract and under a similar duty of confidentiality. Either party is entitled to demand the return of all copies of any such documents or other materials and other information within 14 days by giving the other party written notice.

This obligation of confidentiality will remain in force for a period of 10 years beyond the cessation or other termination of the agreement.

On the cessation or earlier termination of the agreement, each party shall return to the other all documents or other material containing confidential information.

This clause shall not apply to any documents or other materials and information which are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party.

Both parties undertake that any information which is received from the other party in the provision of the services will only be used for the purposes of the agreement.

Products

The risk in any products supplied by Apricot Consulting Ltd to the Customer under the terms of this agreement shall pass to the Customer upon delivery of the products to the Customer.

Title in any consignment of products shall pass to the Customer only when Apricot Consulting Ltd has received payment in full for the products and funds have cleared in the Apricot Consulting Ltd account.

The Customer may not sell, loan or otherwise transfer the products to any other party without prior written agreement from Apricot Consulting.

Consultancy

The Customer shall, at its own expense, provide Apricot Consulting Ltd with all documents, materials and information necessary for the completion of the agreed work in sufficient time to enable Apricot Consulting Ltd to provide the services in accordance with any timetable agreed in writing between the parties.

The Customer shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all information provided to Apricot Consulting Ltd in the course of the project.

The Customer shall, at its own expense, retain duplicate copies of all documents or other material or information provided to Apricot Consulting Ltd and shall insure against its accidental loss or damage. Apricot Consulting Ltd shall have no liability for any such loss or damage, howsoever caused.

The Customer shall ensure that Apricot Consulting Ltd is accorded sufficient access to any of the Customer’s premises, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the services. Access will be provided in a timely manner so that Apricot’s Consulting milestones can be met.

The Customer shall ensure that the Customer and the Customer’s staff and premises comply with all relevant legislation or other regulations relating to health and safety matters and shall ensure that Apricot Consulting Ltd is provided with a safe working environment. In this context, the Customer shall maintain adequate public liability insurance throughout the duration of this agreement.

The Customer shall not take on any direct control over or responsibility for Apricot Consulting’s personnel. The Customer acknowledges that Apricot Consulting’s personnel are professionals who will use their own initiative as to the manner in which the services are delivered and will not be subject to, or to the right of, supervision, direction or control as to the manner in which they render the services.

Apricot Consulting Ltd will use reasonable care and skill to perform the services and will take all reasonable steps to ensure that the services are completed in accordance with any agreed timetables. However, time will not be of the essence in the performance of these obligations.

Consultancy – Conflicts of Interest

The Customer understands and accepts that Apricot Consulting Ltd is entitled to seek, apply for, accept and perform contracts to supply services to third parties. However, Apricot Consulting Ltd undertakes not to accept contracts to supply consultancy services to competitors of the Customer in circumstances where this may be expected to have a commercially harmful effect on the Customer.

Poaching of Staff

Apricot Consulting’s business and its reputation is based in a large part on the quality of its staff. In order to protect this critical resource and its future income the Customer agrees not to employ any person introduced to it through is contract with Apricot Consulting Ltd either directly or through an associated organisation. Should any member of the Apricot Consulting Ltd team be employed or contracted to provide services by the Customer (or a company associated with the Customer which is not Apricot Consulting) within a period of 18 months from the end any proposed work, the Customer will pay a fee of £50,000 to Apricot Consulting Ltd on the day the arrangement to use their services begins.

Property and Title

Apricot Consulting Ltd has a wide range of tools, techniques and methods it employs to assist its client’s meet their business objectives. Apricot Consulting Ltd will use its existing Intellectual Property to assist with the delivery of its services. However, no rights to any Apricot Consulting Ltd Intellectual Property will be transferred to the Customer as a result of any agreement unless specifically identified in writing.

Intellectual property rights in reports and any consultancy material produced by Apricot Consulting Ltd specifically for the Customer as part of a formal contract are to be owned by and confidential to the Customer unless otherwise agreed in writing.

The intellectual property rights in training course material produced by Apricot Consulting Ltd shall be owned by Apricot Consulting Ltd unless otherwise agreed in writing. The Customer shall be entitled to make use of the course material for its own internal purposes. However, the Customer agrees not to provide subsequent training using any material used in the Training or any Apricot Consulting Ltd intellectual property without prior written agreement from Apricot Consulting.

Limitation of Liability

The specified services have been negotiated and agreed by Apricot Consulting Ltd with the Customer in the context of information provided by the Customer as to the Customer’s particular requirements. The services have been prepared and costed accordingly. Therefore

– Apricot Consulting Ltd shall have no liability to the Customer for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

– Apricot Consulting Ltd shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from the Customer making use of the services and any Report for any purpose not clearly disclosed to Apricot Consulting Ltd or from the Customer allowing a third party to make use of the services or any Report.

– Except in respect of death or personal injury caused by Apricot Consulting’s negligence, or as expressly agreed in writing between the parties, Apricot Consulting Ltd shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of the agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Apricot Consulting, its employees or agents or otherwise) which arises out of or in connection with the provision of services or the use by the Customer of any Report.

– Except in respect of death or personal injury caused by Apricot Consulting’s negligence, or as expressly agreed in writing between the parties, the entire liability of Apricot Consulting Ltd under or in connection with the services shall not exceed 100% of the amount of Apricot Consulting’s total charges for providing the services concerned to that point.

Apricot Consulting Ltd shall not be liable to the Customer or be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Apricot Consulting’s obligations, if the delay or failure is due to any cause beyond Apricot Consulting’s reasonable control.

Travel and Subsistence Costs

Travel and subsistence costs for staff engaged in delivery of consultancy or training where it is necessary to work away from Apricot Consulting’s offices shall be recharged at cost unless otherwise agreed in writing. Motor mileage will be charged at the prevailing AA total of standing and running costs as pence per mile as published for the vehicle concerned. Non-commercial air travel will be charged using the road miles for the journey as if a diesel car valued at £30,000 new travelling up to 15,000 miles per year had been used.

Time spent travelling shall be considered to be time worked on the delivery of the contracted services.

Carriage, Post and Packing

Carriage, post and packing for deliveries will be recharged at cost.

Value Added Tax

All Apricot Consulting Ltd charges are quoted exclusive of VAT which will be chargeable in addition at the applicable rate.

Payment Terms

Apricot Consulting’s standard payment terms are as follows:

– All invoices are due for payment within seven days of delivery.

– Payment must be received for Public Training course places before the training commences. Delegates for whom full payment has not been received before the commencement of the course will not be admitted to the course.

– If any invoice becomes overdue the Customer’s full outstanding balance with Apricot Consulting Ltd becomes due and payable.

– Apricot Consulting Ltd will charge interest on overdue payments at a rate of 8% above the LIBOR rate prevailing at the time.

Payment shall be deemed to have been received only when the full amount has been credited to Apricot Consulting’s bank account and such monies are available as cleared funds without recourse.

Training

The Customer is responsible for ensuring that the skills and experience of delegates are suitable for any Apricot Consulting Ltd training course that they are attending. Apricot Consulting Ltd will not be liable for any refund in the case where delegates do not meet training prerequisites.

Public Training

Public training course fees cover the cost of training materials and books supplied by Apricot Consulting, use of appropriate facilities, lecturer’s time, refreshments and any room or equipment rental Apricot Consulting Ltd undertakes. Where relevant and if notified in advance, examination fees and other related expenses will be charged to delegates or the Customer as the Customer requires.

Public courses may be undertaken using portable equipment such as laptop computers and may be in rented accommodation such as a hotel conference room or similar. The Customer is to advise Apricot Consulting Ltd in advance if this is likely to be inappropriate for the delegate(s) concerned.

Subsistence, travel and accommodation requirements associated with Apricot Consulting Ltd public courses are the responsibility of the Customer or the individual delegates, as the Customer requires.

Unless otherwise agreed in writing between Apricot Consulting Ltd and the Customer, payment for training is due in advance. Delegates will not be permitted to enter the training room if payment (cleared funds) has not been received by Apricot Consulting. The cancellation terms below shall apply.

In-House (Onsite) Training

Where delivery of Training is made on Customer premises, all responsibility for training facilities and logistics rests with the Customer. In the event that the training facilities or any required audio/visual aids are unavailable, any subsequent consequential expenses for delays and provision of alternative facilities or audio/visual aids shall be borne by the Customer.

Customers are responsible for ensuring that facilities, equipment and materials suitable for the conduct of the course are supplied in accordance with the agreed course requirements. In particular, Customers are responsible for (but not limited to) the provision of:

– A suitably equipped training room.

– Student workspaces, typically a table/desk top sufficient to accommodate books and writing materials and a chair.

– Break out facilities where planned in advance.

– Delegate and tutor refreshments.

– Toilet facilities.

– Visual aids: two whiteboards or, preferably, flip charts, a projector suitable for connecting to a laptop computer and a screen suitable for the projected image.

– Internet access.

– Special needs requirements.

Apricot Consulting Ltd may be able to provide projection equipment suitable for the delivery of Training for an additional fee. Arrangements for this must be agreed in advance of the course in writing.

Unless otherwise agreed, in-house training charges cover provision of tuition, a full set of course notes and reference material (where appropriate) per delegate.

Additional rechargeable costs are the tutor’s travel, accommodation and subsistence expenses plus miscellaneous and office expenses which will be agreed in advance.

Maximum Training Numbers

The maximum class size for training is 12 persons. It may be possible to stretch the size of groups to 15, but Apricot Consulting Ltd counsels against such large classes where supervision during exercises will necessarily suffer. Class sizes over 12 persons will normally require a second instructor and must be agreed with Apricot Consulting Ltd beforehand in writing.

Cancellation Transfer Charges

Cancellation and transfer fees will be charged as follows:

– Cancellation less than 10 working days prior to commencement of the activity: 100% of fees due plus any agreed expenses incurred.

– For cancellation less than 20 working days prior to commencement of the activity: 50% of fees due plus any agreed expenses incurred.

– For cancellation more than 20 working days prior to commencement of the activity: 10% of fees due plus any agreed expenses incurred.

Substitutions

Apricot Consulting Ltd will use all reasonable endeavours to provide nominated staff for agreed work. In the case of a substitute being provided, Apricot Consulting Ltd warrants that the substitute will be suitable for the work to be undertaken.

Delegates may be substituted at any time by the Customer prior to the start of a training course once written notification of the intended change has been received by Apricot Consulting. Apricot Consulting Ltd follows a policy of continuous improvement for all products and services. Apricot Consulting Ltd reserves the right to alter any product or service at any time in accordance with this policy.

Contract

If any provision herein is held to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.

Waiver by Apricot Consulting Ltd of any of the terms herein or the granting of time or indulgence by Apricot Consulting Ltd to the Customer shall in no way affect Apricot Consulting’s rights hereunder.

The headings in this document are for clarification and do not form part of the terms and conditions.

Any notice or demand to be given hereunder shall be in writing and shall be delivered by email, by hand or by first class post. If posted any notice shall be deemed to have been delivered 48 hours after posting.

The contract shall be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the Courts of England and Wales.